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                                                                     EXHIBIT 4.1

                                CREDIT AGREEMENT

                           DATED AS OF JULY 24, 2003,

                                      AMONG

                          AK STEEL HOLDING CORPORATION,
                                  as Guarantor,

                              AK STEEL CORPORATION,
                                  as Borrower,

                           THE LENDERS LISTED HEREIN,
                                   as Lenders,

                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands branch,
                            as Administrative Agent,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                   as Syndication Agent and Collateral Agent,

                                       and

                     THE CIT GROUP / BUSINESS CREDIT, INC.,
                                BANK ONE, NA, and
                         CONGRESS FINANCIAL CORPORATION
                           as Co-Documentation Agents


                           CREDIT SUISSE FIRST BOSTON,
                    acting through its Cayman Islands branch,
                    as Lead Arranger and Book Running Manager


                                                                CREDIT AGREEMENT

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                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
SECTION 1.  DEFINITIONS.....................................................   1
   1.1     Certain Defined Terms............................................   1
   1.2     Accounting Terms; Utilization of GAAP for Purposes
           of Calculations Under Agreement..................................  38
   1.3     Other Definitional Provisions and Rules of Construction..........  39
SECTION 2.  AMOUNTS AND TERMS OF COMMITMENTS AND LOANS......................  39
   2.1     Commitments; Making of Loans; the Register; Notes................  39
   2.2     Interest on the Loans............................................  48
   2.3     Fees.............................................................  52
   2.4     Repayments, Prepayments, and Reductions in
           Revolving  Loan Commitments; General Provisions
           Regarding Payments; Application of Proceeds of Collateral
           and Payments Under Guaranties....................................  54
   2.5     Use of Proceeds..................................................  59
   2.6     Special Provisions Governing LIBOR Loans.........................  60
   2.7     Increased Costs; Taxes; Capital Adequacy.........................  62
   2.8     Statement of Lenders; Obligation of Lenders and
           Issuing Lenders to Mitigate......................................  66
   2.9     Replacement of a Lender..........................................  67
SECTION 3.  LETTERS OF CREDIT...............................................  67
   3.1     Issuance of Letters of Credit and Lenders' Purchase
           of Participations Therein........................................  67
   3.2     Letter of Credit Fees............................................  70
   3.3     Drawings and Reimbursement of Amounts Paid Under
           Letters of Credit................................................  71
   3.4     Obligations Absolute.............................................  73
   3.5     Nature of Issuing Lenders' Duties................................  74
   3.6     Cash Collateralization of Letters of Credit......................  75
SECTION 4.  CONDITIONS TO LOANS AND LETTERS OF CREDIT.......................  76
   4.1     Conditions to Initial Revolving Loans and Swing
           Line Loans.......................................................  76
   4.2     Conditions to All Loans..........................................  82
   4.3     Conditions to Letters of Credit..................................  83

                                       i                        CREDIT AGREEMENT

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SECTION 5.  REPRESENTATIONS AND WARRANTIES..................................  84
   5.1     Organization, Powers, Qualification, Good Standing,
           Business, Subsidiaries and Compliance with Laws..................  84
   5.2     Authorization of Borrowing, etc..................................  85
   5.3     Financial Condition..............................................  86
   5.4     No Material Adverse Change; No Restricted Junior
           Payments.........................................................  86
   5.5     Title to Properties; Liens; Real Property; Intellectual
           Property.........................................................  86
   5.6     Litigation; Adverse Facts........................................  87
   5.7     Payment of Taxes.................................................  87
   5.8     Performance of Agreements; Material Contracts....................  88
   5.9     Governmental Regulation..........................................  88
   5.10    Securities Activities............................................  88
   5.11    Employee Benefit Plans...........................................  88
   5.12    Certain Fees.....................................................  89
   5.13    Environmental Protection.........................................  89
   5.14    Employee Matters.................................................  90
   5.15    Solvency.........................................................  90
   5.16    Matters Relating to Collateral...................................  90
   5.17    Disclosure.......................................................  91
   5.18    Status Under Existing Senior Notes...............................  91
   5.19    Deposit Accounts.................................................  91
SECTION 6.  AFFIRMATIVE COVENANTS...........................................  92
   6.1     Financial Statements and Other Reports...........................  92
   6.2     Existence, etc...................................................  97
   6.3     Payment of Taxes and Claims; Tax.................................  98
   6.4     Maintenance of Properties; Insurance; Application of Net
           Insurance/ Condemnation Proceeds.................................  98
   6.5     Inspection Rights; Lender Meeting................................ 100
   6.6     Compliance with Laws, etc........................................ 101
   6.7     Environmental Matters............................................ 101
   6.8     Execution of Subsidiary Guaranty and Personal Property
           Collateral Documents After the Closing Date...................... 102
   6.9     Certain Deposit Accounts; Cash Management System................. 103

                                       ii                       CREDIT AGREEMENT

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   6.10    Inventory Reports and Physical Count of Inventory................ 109
   6.11    Updates to Inventory Appraisal and Field Examination............. 109
   6.12    Receivables Securitization Program............................... 109
   6.13    Deposit Agreements............................................... 110
SECTION 7.  NEGATIVE COVENANTS.............................................. 110
   7.1     Indebtedness..................................................... 110
   7.2     Liens and Related Matters........................................ 113
   7.3     Investments; Acquisitions........................................ 115
   7.4     Contingent Obligations........................................... 118
   7.5     Restricted Junior Payments....................................... 118
   7.6     Financial Covenants.............................................. 119
   7.7     Restriction on Fundamental Changes; Asset Sales.................. 120
   7.8     Consolidated Capital Expenditures................................ 121
   7.9     Transactions with Shareholders and Affiliates.................... 122
   7.10    Sales and Lease-Backs............................................ 122
   7.11    Conduct of Business.............................................. 123
   7.12    Amendments or Waivers of Certain Agreements; Optional
           Redemption or Voluntary Prepayment of Certain
           Indebtedness; Etc................................................ 123
   7.13    Fiscal Year...................................................... 124
SECTION 8.  EVENTS OF DEFAULT............................................... 124
   8.1     Failure to Make Payments When Due................................ 125
   8.2     Default in Other Agreements...................................... 125
   8.3     Breach of Certain Covenants...................................... 125
   8.4     Breach of Warranty............................................... 126
   8.5     Other Defaults Under Loan Documents.............................. 126
   8.6     Involuntary Bankruptcy; Appointment of Receiver, etc............. 126
   8.7     Voluntary Bankruptcy; Appointment of Receiver, etc............... 126
   8.8     Judgments and Attachments........................................ 127
   8.9     Dissolution...................................................... 127
   8.10    Employee Benefit Plans........................................... 127
   8.11    Change of Control................................................ 127
   8.12    Invalidity of Loan Documents; Failure of Security;
           Repudiation of Obligations....................................... 127

                                      iii                       CREDIT AGREEMENT

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SECTION 9.  GUARANTY........................................................ 128
   9.1     Guaranty......................................................... 128
   9.2     Guaranty Absolute; Continuing Guaranty........................... 129
   9.3     Actions by Beneficiaries......................................... 130
   9.4     No Discharge..................................................... 130
   9.5     Waivers.......................................................... 131
   9.6     Guarantor's Rights of Subrogation, Contribution, Etc.;
           Subordination of Other Obligations............................... 132
   9.7     Expenses......................................................... 132
   9.8     Financial Condition of Company................................... 133
   9.9     Set Off.......................................................... 133
   9.10    Miscellaneous.................................................... 133
SECTION 10. THE AGENTS...................................................... 133
   10.1    Appointment...................................................... 133
   10.2    Powers and Duties; General Immunity.............................. 135
   10.3    Independent Investigation by Lenders; No Responsibility
           For Appraisal of Creditworthiness................................ 136
   10.4    Right to Indemnity............................................... 137
   10.5    Successor Administrative Agent and Swing Line Lender............. 137
   10.6    Collateral Documents and Guaranties.............................. 138
   10.7    Duties of Other Agents........................................... 139
   10.8    Administrative Agent May File Proofs of Claim.................... 139
SECTION 11. MISCELLANEOUS................................................... 140
   11.1    Successors and Assigns; Assignments and Participations in
           Loans and Letters of Credit...................................... 140
   11.2    Expenses......................................................... 144
   11.3    Indemnity........................................................ 145
   11.4    Set-Off.......................................................... 146
   11.5    Ratable Sharing.................................................. 146
   11.6    Amendments and Waivers........................................... 147
   11.7    Independence of Covenants........................................ 149
   11.8    Notices; Effectiveness of Signatures............................. 149
   11.9    Survival of Representations, Warranties and Agreements........... 150

                                       iv                       CREDIT AGREEMENT

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   11.10   Failure or Indulgence Not Waiver; Remedies Cumulative............ 150
   11.11   Marshalling; Payments Set Aside.................................. 150
   11.12   Severability..................................................... 150
   11.13   Obligations Several; Independent Nature of Lenders'
           Rights; Damage Waiver............................................ 151
   11.14   Release of Security Interest or Guaranty......................... 151
   11.15   Governing Law.................................................... 152
   11.16   Construction of Agreement; Nature of Relationship................ 152
   11.17   Consent to Jurisdiction and Service of Process................... 152
   11.18   Waiver of Jury Trial............................................. 153
   11.19   Confidentiality.................................................. 153
   11.20   Counterparts; Effectiveness...................................... 154

                                       v                        CREDIT AGREEMENT

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                              AK STEEL CORPORATION

                                CREDIT AGREEMENT

            This CREDIT AGREEMENT is dated as of July 24, 2003, and entered into
by and among AK STEEL HOLDING CORPORATION, a Delaware corporation ("Holdings"),
AK STEEL CORPORATION, a Delaware corporation (the "Company"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender" and collectively as the "Lenders"), THE CIT GROUP /
BUSINESS CREDIT, INC., BANK ONE, NA, and CONGRESS FINANCIAL CORPORATION, as
co-documentation agents for the Lenders (in such capacity, the "Co-Documentation
Agents"), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent for the
Lenders (in such capacity, the "Syndication Agent"), and as collateral agent for
the Lenders (in such capacity, the "Collateral Agent"), and CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands branch, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS

            WHEREAS, the Lenders, at the request of the Company, have agreed to
extend certain credit facilities to the Company;

            WHEREAS, the Company desires to secure all of the Obligations
hereunder and under the other Loan Documents by granting to the Collateral
Agent, on behalf of the Lenders, a perfected first priority Lien on the
Collateral pursuant to the Collateral Documents; and

            WHEREAS, Holdings and certain Domestic Subsidiaries of the Company
have agreed to guarantee the Obligations hereunder and under the other Loan
Documents;

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

Section 1.  DEFINITIONS

     1.1    Certain Defined Terms.
            ---------------------

            The following terms used in this Agreement shall have the following
meanings:

            "Account Claims" means any reclaimed, repossessed, or returned
goods, Account Debtor claims relating to any Account, and any other matter
affecting the value, enforceability or collectibility of such Account.

            "Account Debtor" means, with respect to any Account, the Person
obligated to pay under such Account.

            "Account" means a right to payment of a monetary obligation, whether
or not earned by performance, (i) for property that has been or is to be sold,
leased, licensed, assigned,

                                                                CREDIT AGREEMENT

<PAGE>


or otherwise disposed of, (ii) for services rendered or to be rendered, (iii)
for a policy of insurance issued or to be issued, (iv) for a secondary
obligation incurred or to be incurred, (v) for energy provided or to be
provided, (vi) for the use or hire of a vessel under a charter or other
contract, (vii) arising out of the use of a credit or charge card or information
contained on or for use with the card, or (viii) as winnings in a lottery or
other game of chance operated or sponsored by a state, governmental unit of a
State, or person licensed or authorized to operate the game by a State or
governmental unit of a State. The term includes health-care-insurance
receivables.

            "Activation Notice" has the meaning ascribed to such term in
subsection 6.9C.

            "Adjusted LIBOR" means, for any Interest Rate Determination Date
with respect to an Interest Period for a LIBOR Loan, the rate per annum obtained
by dividing (i) (A) the rate per annum determined by the Administrative Agent at
approximately 11:00 A.M. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period by reference to the British
Bankers' Association Interest Settlement Rates for deposits in Dollars (as set
forth by any service selected by the Administrative Agent that has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period, or (B) if an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the rate per annum determined by the
Administrative Agent to be the average of the rates per annum at which deposits
in Dollars are offered for such Interest Period to major banks in the London
interbank market in London, England, by the Administrative Agent at
approximately 11:00 A.M. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period by (ii) a percentage equal to
100% minus the stated maximum rate of all reserve requirements (including any
marginal, emergency, supplemental, special or other reserves) applicable on such
Interest Rate Determination Date to any member bank of the Federal Reserve
System in respect of "Eurocurrency Liabilities" as defined in Regulation D (or
any successor category of liabilities under Regulation D). Each determination by
the Administrative Agent pursuant to this definition shall be conclusive absent
manifest error.

            "Administrative Agent" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 10.5A.

            "Affected Lender" has the meaning assigned to that term in
subsection 2.6C.

            "Affected Loans" has the meaning assigned to that term in subsection
2.6C.

            "Affiliate", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

                                       2                        CREDIT AGREEMENT

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            "Agents" means the Administrative Agent, the Collateral Agent, each
Supplemental Collateral Agent and the Lead Arranger.

            "Aggregate Amounts Due" has the meaning ascribed to such term in
subsection 11.5.

            "Agreement" means this Credit Agreement dated as of July 24, 2003,
as it may be amended, supplemented or otherwise modified from time to time.

            "Approved Fund" means a Fund that is administered or managed by (i)
a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an
entity that administers or manages a Lender.

            "Asset Sale" means the sale by Holdings or any of its Subsidiaries
to any Person other than the Company or any of its wholly-owned Subsidiary
Guarantors of (i) any of the stock of the Company or any of its Subsidiaries,
(ii) substantially all of the assets of any division or line of business of
Holdings or any of its Subsidiaries, or (iii) any other assets (whether tangible
or intangible) of Holdings or any of its Subsidiaries (other than (a) inventory
sold in the ordinary course of business, (b) sales, assignments, transfers or
dispositions of accounts in the ordinary course of business for purposes of
collection or pursuant to a Permitted Receivables Securitization Program and (c)
any such other assets to the extent that the aggregate value of such assets sold
in any single transaction or related series of transactions is equal to
$3,000,000 or less).

            "Assignment Agreement" means an Assignment Agreement in
substantially the form of Exhibit P annexed hereto.

            "Bailee Consent" means a consent, in form and substance satisfactory
to the Administrative Agent and the Collateral Agent, signed by the applicable
bailee and delivered to the Collateral Agent (with a copy to the Administrative
Agent).

            "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

            "Base Rate" means, at any time, the higher of (i) the Prime Rate or
(ii) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.
Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective date of such change.

            "Base Rate Loans" means Loans bearing interest at rates determined
by reference to the Base Rate as provided in subsection 2.2A.

            "Base Rate Margin" means the margin over the Base Rate used in
determining the rate of interest of Base Rate Loans pursuant to subsection 2.2A.

            "Beneficiary" means any of the Administrative Agent, the Collateral
Agent, and the Lenders.

                                       3                        CREDIT AGREEMENT

<PAGE>

            "Blocked Account" means (i) each Concentration Account and each
Collection Account, and (ii) each other Deposit Account with respect to which a
Blocked Account Agreement is delivered or required to be delivered from time to
time under this Agreement or any other Loan Document.

            "Blocked Account Agreement" means an agreement, satisfactory in form
and substance to the Administrative Agent and the Collateral Agent and executed
by the financial institution at which a Deposit Account is maintained, pursuant
to which such financial institution agrees that (subject to the fulfillment of
any conditions precedent required to be contained in such Blocked Account
Agreement pursuant to the Intercreditor Agreement or any future intercreditor
agreement relating to a Permitted Receivables Securitization Program) from and
after the delivery of an Activation Notice to such financial institution by the
Administrative Agent, the Collateral Agent, or the Requisite Lenders, until the
delivery of a De-Activation Notice to such financial institution by the
Collateral Agent, the financial institution will comply with instructions
originated by the Collateral Agent as to disposition of funds in the Deposit
Account, without further consent by the Company or any Subsidiary.

            "Borrowing Base" for any date means (a) the sum of:

     (i)    the lesser of (x) 85% of the product of (I) the OLV Percentage
            for Raw Materials Inventory and (II) the book value of Raw Materials
            Inventory or (y) 60% of the book value of Raw Materials Inventory
            that is Eligible Inventory, determined as of that date,

     (ii)   the lesser of (x) 85% of the product of (I) the OLV Percentage for
            Finished and Semi-Finished Goods Inventory and (II) the book value
            of Finished and Semi-Finished Goods Inventory or (y) 65% of the book
            value of Finished and Semi-Finished Goods Inventory that is Eligible
            Inventory, determined as of that date, and

     (iii)  the lesser of (x) 85% of the product of (I) the OLV Percentage for
            Work-In-Process Inventory and (II) the book value of Work-In-Process
            Inventory or (y) 60% of the book value of Work-In-Process Inventory
            that is Eligible Inventory, determined as of that date,

less (b) such reserves as the Collateral Agent may from time to time require in
its reasonable credit judgment, consistent with its customary credit policies.

            "Borrowing Base Availability" for any date means the amount by which
(a) the Borrowing Base (as of the last day of the period covered (or required to
be covered) by the most recent Borrowing Base Certificate delivered (or required
to be delivered) on or prior to the date for which Borrowing Base Availability
is being determined) exceeds (b) the Total Utilization of Revolving Loan
Commitments (as of the date for which Borrowing Base Availability is being
determined), as determined by the Collateral Agent.

                                       4                        CREDIT AGREEMENT

<PAGE>

            "Borrowing Base Certificate" means an Officer's Certificate
substantially in the form of Exhibit F annexed hereto delivered by the Company
to the Administrative Agent and the Collateral Agent pursuant to subsection 4.1F
or 6.1(v).

            "Business Day" means (i) for all purposes other than as indicated in
clause (ii) below, any day excluding Saturday, Sunday and any day that is a
legal holiday under the laws of the State of New York or is a day on which
banking institutions located in such state are authorized or required by law or
other governmental action to close and (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
LIBOR Loans, any day that is a Business Day described in clause (i) above and
that is also a day for trading among banks in Dollar deposits in the London
interbank market.

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

            "Capital Stock" means the capital stock or other equity interests of
a Person.

            "Cash" means money, currency or a credit balance in a Deposit
Account.

            "Cash Balance" means, at any time of determination, with respect to
any Deposit Account, the dollar amount of all money held in such Deposit
Account, after giving effect to any administrative holds assessed by the
financial institution maintaining such Deposit Account.

            "Cash Equivalents" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, one of the two highest
ratings obtainable from either S&P or Moody's; (iii) commercial paper maturing
no more than one year from the date of creation thereof and having, at the time
of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1
from Moody's; (iv) certificates of deposit or bankers' acceptances maturing
within one year after such date and issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (v) shares of any money market account or mutual
fund that (a) has at least 95% of its assets invested continuously in the types
of investments referred to in clauses (i) and (ii) above, (b) has net assets of
not less than $500,000,000, and (c) has one of the two highest ratings
obtainable from either S&P or Moody's.

            "Cash Management System" means the procedures described in
subsection 6.9C.

                                       5                        CREDIT AGREEMENT

<PAGE>

            "Change of Control" means any of the following: (i) any Person,
either individually or acting in concert with one or more other Persons, shall
have acquired beneficial ownership (provided that a Person shall not be deemed
to be the beneficial owner of shares tendered pursuant to a tender offer made by
that Person or its Affiliate until the tendered shares are accepted for
purchase), directly or indirectly, of Securities of Holdings (or other
Securities convertible into such Securities) representing 40% or more of the
combined voting power of all Securities of Holdings entitled to vote in the
election of members of the Governing Body of Holdings or the Company, (ii) the
occurrence of a change in the composition of the Governing Body of Holdings or
the Company such that a majority of the members of any such Governing Body are
not Continuing Members, (iii) the failure at any time of Holdings legally and
beneficially to own and control 100% of the issued and outstanding shares of
capital stock of the Company or the failure at any time of Holdings to have the
ability to elect all of the Governing Body of the Company, and (iv) the
occurrence of any "Change in Control" as defined in any of the indentures for
the Existing Senior Notes. As used herein, the term "beneficially own" or
"beneficial ownership" shall have the meaning set forth in the Exchange Act and
the rules and regulations promulgated thereunder.

            "Closing Date" means the date on which all of the conditions set
forth in subsection 4.1 have been satisfied or waived in accordance with the
terms of this Agreement.

            "Co-Documentation Agent" has the meaning assigned to that term in
the introduction to this Agreement.

            "Collateral" means, collectively, all of the property in which Liens
are purported to be granted pursuant to the Collateral Documents as security for
the Obligations.

            "Collateral Account" has the meaning ascribed to such term in the
Security Agreement.

            "Collateral Agent" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Collateral Agent appointed pursuant to subsection 10.5A.

            "Collateral Documents" means the Security Agreement, the Pledge
Agreement, each Deposit Agreement, the Intercreditor Agreement and all other
instruments or documents delivered by any Loan Party or Receivables SPV pursuant
to this Agreement or any of the other Loan Documents in order to grant to the
Administrative Agent, on behalf of the Lenders, a Lien on any property of that
Loan Party as security for the Obligations.

            "Collections" has the meaning ascribed to such term in the
Intercreditor Agreement.

            "Collection Account" means (i) each Deposit Account described on
Schedule 5.19 as a Collection Account, each of which Deposit Accounts is, as of
the Closing Date, a "Collection Account" as defined in the Existing Purchase and
Servicing Agreement, (ii) any Deposit Account that replaces such Deposit
Account, and (iii) any Deposit Account that

                                       6                        CREDIT AGREEMENT

<PAGE>

is or becomes a "Collection Account" under the Existing Purchase and Servicing
Agreement (or the like under any Receivables Securitization Program). It is
understood and agreed that the same Deposit Account may (but need not) serve as
both a Collection Account and a Concentration Account.

            "Commercial Letter of Credit" means any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the purchase of any materials, goods or services by the Company
or any of its Subsidiaries in the ordinary course of business of the Company or
such Subsidiary.

            "Commitments" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A and subsection 3.3.

            "Company" has the meaning assigned to that term in the introduction
to this Agreement.

            "Commingled Property" has the meaning ascribed to such term in the
Intercreditor Agreement.

            "Compliance Certificate" means a certificate substantially in the
form of Exhibit H annexed hereto.

            "Concentration Account" means (i) each Deposit Account described on
Schedule 5.19 as a Concentration Account, each of which Deposit Accounts is, as
of the Closing Date, a "Concentration Account" as defined in the Existing
Purchase and Servicing Agreement, (ii) any Deposit Account that replaces such
Deposit Account, and (iii) any Deposit Account that is or becomes a
"Concentration Account" under the Existing Purchase and Servicing Agreement (or
the like under any Receivables Securitization Program). It is understood and
agreed that the same Deposit Account may (but need not) serve as both a
Collection Account and a Concentration Account.

            "Confidential Information Memorandum" means the Confidential
Information Memorandum dated June, 2003, and supplements thereto, relating to
the credit facilities evidenced by this Agreement.

            "Consolidated Capital Expenditures" means, for any period, the sum
of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including the portion of Capital
Leases that is capitalized on the consolidated balance sheet of Holdings and its
Subsidiaries) by Holdings and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Holdings and its Subsidiaries. For purposes of this definition, the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment or with insurance proceeds shall be included in
Consolidated Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such equipment for the
equipment being traded in at such time or the amount of such proceeds, as the
case may be.

                                       7                        CREDIT AGREEMENT

<PAGE>

            "Consolidated Cash Interest Expense" means, for any period,
Consolidated Interest Expense for such period excluding, however, any interest
expense not payable in Cash (including amortization of discount and amortization
of debt issuance costs).

            "Consolidated Cash Taxes" means, for any period, the aggregate
amount of federal, state, local and foreign income taxes of Holdings and its
Subsidiaries paid in cash during such period.

            "Consolidated EBITDA" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on income, (iv)
total depreciation expense, (v) total amortization expense, and (vi) other
non-cash items (other than any such non-cash item to the extent that it
represents an accrual of or reserve for cash expenditures in any future period),
but only, in the case of clauses (ii)-(vi), to the extent deducted in the
calculation of Consolidated Net Income, less (a) other non-cash items added in
the calculation of Consolidated Net Income (other than any such non-cash item to
the extent that it will result in the receipt of cash payments within twelve
months after the date on which it was accrued) and (b) benefit for taxes based
on income, all of the foregoing as determined on a consolidated basis for
Holdings and its Subsidiaries in conformity with GAAP.

            "Consolidated EBITDAPO" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated EBITDA and (ii)
all expenses associated with pensions or other post-retirement benefit
obligations (including, without limitation, all non-cash corridor charges), but
only, in the case of clause (ii), to the extent deducted in the calculation of
Consolidated Net Income, less all income associated with pensions or other
post-retirement benefit obligations, but only to the extent added in the
calculation of Consolidated Net Income, all of the foregoing as determined on a
consolidated basis for Holdings and its Subsidiaries in conformity with GAAP.

            "Consolidated Fixed Charge Coverage Ratio" for any period means the
ratio of (i) Consolidated EBITDAPO for such period less Consolidated Capital
Expenditures paid in cash during such period to (ii) Consolidated Fixed Charges
for such period.

            "Consolidated Fixed Charges" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Cash Interest
Expense, (ii) scheduled principal payments (except with respect to the repayment
of the Loans at maturity) in respect of Consolidated Total Debt, (iii)
Consolidated Cash Taxes, (iv) dividends paid by Holdings, (v) the aggregate
amount of all rents paid or payable during that period under all Capital Leases
to which Holdings or any of its Subsidiaries is a party, and (vi) all cash
payments in connection with pensions or other post-retirement benefit
obligations, all of the foregoing as determined on a consolidated basis for
Holdings and its Subsidiaries in conformity with GAAP.

            "Consolidated Interest Expense" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and including capitalized interest) of Holdings and its
Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of Holdings and its Subsidiaries, including all commissions,
discounts

                                       8                        CREDIT AGREEMENT

<PAGE>

and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, net costs under Interest Rate Agreements and amounts
referred to in subsection 2.3 payable to the Administrative Agent and Lenders
that is considered interest expense in accordance with GAAP, but excluding,
however, any such amounts referred to in subsection 2.3 payable on or before the
Closing Date.

            "Consolidated Leverage Ratio" means, for any Fiscal Quarter, the
ratio of (a) the quotient obtained by dividing (i) the sum of Consolidated Total
Debt determined as at the last day of each month in such Fiscal Quarter by (ii)
three to (b) Consolidated EBITDAPO for the four consecutive Fiscal Quarters
ending on such day.

            "Consolidated Net Asset Value" means, on any date, the excess of (i)
the aggregate book value of the assets of Holdings and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP, over (ii) the sum of
(x) the aggregate book value of the liabilities of Holdings and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, (y)
the aggregate value of off-balance-sheet liabilities of Holdings and its
Subsidiaries, and (z) the aggregate Synthetic Lease Obligations of Holdings and
its Subsidiaries.

            "Consolidated Net Income" means, for any period, the net income (or
loss) of Holdings and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP (except
that Synthetic Leases shall be treated as Capital Leases rather than Operating
Leases); provided that there shall be excluded (i) the net income (or loss) of
any Person (other than a Subsidiary of the Company) in which any other Person
(other than the Company or any of its Subsidiaries) has a joint interest, except
to the extent of the amount of dividends or other distributions actually paid to
the Company or any of its Subsidiaries by such Person during such period, (ii)
the net income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of the Company or is merged into or consolidated with the Company or
any of its Subsidiaries or that Person's assets are acquired by the Company or
any of its Subsidiaries, (iii) the net income of any Subsidiary of the Company
to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary, (iv) any after-tax gains or losses attributable to (a) asset sales
or (b) returned surplus assets of any Pension Plan, and (v) (to the extent not
included in clauses (i) through (iv) above) any net extraordinary gains or net
non-cash extraordinary losses.

            "Consolidated Total Debt" means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Holdings and
its Subsidiaries, determined on a consolidated basis in accordance with GAAP
(except that items of Indebtedness that are not recorded as liabilities on a
balance sheet in accordance with GAAP shall nevertheless be included within
Consolidated Total Debt).

            "Contingent Obligation" means, as applied to any Person, any direct
or indirect liability, contingent or otherwise, of that Person (i) with respect
to any Indebtedness, lease, dividend or other obligation of another if the
primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of

                                       9                        CREDIT AGREEMENT

<PAGE>

another that such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account of
that Person or as to which that Person is otherwise liable for reimbursement of
drawings, or (iii) under Hedge Agreements. Contingent Obligations shall include
(a) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (b)
the obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (2) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (1) or (2) of this
sentence, the primary purpose or intent thereof is as described in the preceding
sentence. The amount of any Contingent Obligation shall be equal to the amount
of the obligation so guaranteed or otherwise supported or, if less, the amount
to which such Contingent Obligation is specifically limited.

            "Continuing Members" means, with respect to the Governing Body of a
Person on any date of determination, the persons who were members of such
Governing Body on the Closing Date, together with each person who, on the date
of determination, is a member of such Governing Body whose nomination for
election to such Governing Body was recommended by a majority of the persons who
were Continuing Members of such Governing Body at the time of such nomination.

            "Contractual Obligation" means, as applied to any Person, any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, deed to secure debt, contract, undertaking, agreement
or other instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.

            "Control Agreement" means an agreement, satisfactory in form and
substance to the Administrative Agent and the Collateral Agent and executed by
the financial institution at which a Deposit Account is maintained, pursuant to
which such financial institution confirms and acknowledges the Collateral
Agent's security interest in such Deposit Account, and agrees that (subject to
the fulfillment of any conditions precedent required to be contained in such
Control Agreement pursuant to the Intercreditor Agreement or any future
intercreditor agreement relating to a Permitted Receivables Securitization
Program) the financial institution will comply with instructions originated by
the Collateral Agent as to disposition of funds in the Deposit Account, without
further consent by the Company or any Subsidiary.

            "Currency Agreement" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement to which Holdings or any of its Subsidiaries is
a party.

                                       10                       CREDIT AGREEMENT

<PAGE>

            "De-Activation Notice" has the meaning ascribed to such term in
subsection 6.9C.

            "Deposit Account" means a demand, time, savings, passbook or similar
account maintained with a Person engaged in the business of banking, including,
without limitation, a bank, savings bank, savings and loan association, credit
union or trust company.

            "Deposit Agreement" means any Control Agreement or Blocked Account
Agreement.

            "Depository Bank" has the meaning ascribed to such term in
subsection 6.9C.

            "Designated Issuer" means a bank or other legally authorized Person
selected by or acceptable to a Revolving Lender in its sole discretion to issue
a Letter of Credit hereunder, which Letter of Credit shall be guaranteed by such
Revolving Lender in a manner acceptable to such Revolving Lender and its
designee. Each such Revolving Lender shall be considered the "Issuing Lender"
hereunder with respect to any Letters of Credit issued by its respective
Designated Issuer.

            "Discretionary Swing Line Loan" has the meaning assigned to that
term in subsection 2.1A(ii)(a).

            "Dollars" and the sign "$" mean the lawful money of the United
States of America.

            "Domestic Subsidiary" means any Subsidiary that is incorporated or
organized under the laws of the United States of America, any state thereof or
in the District of Columbia.

            "Domestic Unrestricted Cash" means Cash and Cash Equivalents that,
in each case, meet all of the following requirements: (i) it is denominated in
Dollars, (ii) if it is embodied in a tangible medium, such tangible medium is
located in the United States of America, (iii) if it is deposited in a Deposit
Account or held in a securities account (as defined in the UCC), such account is
maintained in the United States of America with a financial institution that
either (a) is organized under the laws of the United States of America or any
state or political subdivision thereof, or (b) is a branch of a financial
institution, which branch is located and authorized to conduct the relevant type
of financial business in the United States of America, (iv) if it is commercial
paper or shares in a money market account or mutual fund, the issuer thereof is
organized under the laws of the United States of America or any state or
political subdivision thereof, and (v) it is not held in trust for, or held
subject to any Lien, transfer restriction or other claim in favor of, any Person
other than the Collateral Agent on behalf of the Lenders.

            "Douglas" means Douglas Dynamics, L.L.C., a Delaware limited
liability company.

                                       11                       CREDIT AGREEMENT

<PAGE>

            "Eligible Assignee" means (i) any Lender, any Affiliate of any
Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
organized under the laws of the United States or any state thereof; (b) a
savings and loan association or savings bank organized under the laws of the
United States or any state thereof; (c) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided that (1)
such bank is acting through a branch or agency located in the United States or
(2) such bank is organized under the laws of a country that is a member of the
Organization for Economic Cooperation and Development or a political subdivision
of such country; and (d) any other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) that extends credit or buys
loans as one of its businesses including insurance companies, mutual funds and
lease financing companies that, in each case, have at least $2,000,000 in net
assets; provided that neither (x) the Company nor (y) any Affiliate of the
Company nor (z) any Person known to the assigning Lender to be a competitor of
the Company shall be an Eligible Assignee.

            "Eligible Inventory" means and includes Inventory consisting of
first quality goods held for resale in the ordinary course of the Company's
business (and not, for example, in connection with any liquidation, clearance or
termination of a division or line of goods), which goods are owned by the
Company, located in the United States of America and acceptable to the
Collateral Agent in all respects in its reasonable credit judgment. General
criteria for Eligible Inventory may be established from time to time and revised
from time to time, in each case by the Collateral Agent in the Collateral
Agent's reasonable credit judgment. In determining such acceptability, the
Collateral Agent may, but need not, rely on reports and schedules of Inventory
furnished to the Collateral Agent by the Company, but reliance thereon by the
Collateral Agent from time to time shall not be deemed to limit the Collateral
Agent's right to revise standards of eligibility at any time. Eligible Inventory
shall not include the following:

            (i)      packaging and shipping materials;

            (ii)     Inventory in transit (except between locations (i) owned by
     the Company free and clear of any mortgage, deed of trust, deed to secure
     debt, or similar encumbrance or (ii) covered by a Bailee Consent, Landlord
     Consent or Mortgagee Consent);

            (iii)    Inventory not located at one of the identified premises
     disclosed to the Collateral Agent from time to time;

            (iv) Inventory located at a premises subject to a mortgage, unless
     such Inventory is covered by a Mortgagee Consent;

            (v)      Inventory located at the premises of a third party, if the
     amount of Inventory located at that premises has a book value of $500,000
     or less;

            (vi)     Inventory located at the premises of third parties, unless
     such Inventory is covered by a Bailee Consent, a Processor Consent, or a
     Landlord Consent, as applicable;

            (vii)    Inventory held on consignment by the Company as consignee;

                                       12                       CREDIT AGREEMENT

<PAGE>

            (viii)   Inventory subject to a Lien in favor of any third party,
     except for Liens permitted hereunder;

            (ix)     bill and hold goods;

            (x)      Inventory that is covered by a negotiable document of title
     not in the Collateral Agent's possession with all necessary endorsements;

            (xi)     Inventory that is not subject to the Collateral Agent's
     first (other than as against Permitted Encumbrances) and valid fully
     perfected security interest or for which the Collateral Agent has not
     received adequate certificates, reports and other assurances (the adequacy
     of which is to be determined by the Collateral Agent in its sole
     discretion) of such priority and perfection;

            (xii)    Commingled Property;

            (xiii)    Returned Goods;

            (xiv)    returned goods that are not either currently usable or
     currently saleable in the ordinary course of business of the Company and
     its Subsidiaries;

            (xv)     damaged or defective goods that are outside the range of
     tolerances that are customarily accepted by customers of the Company or
     have been specifically rejected by any customer;

            (xvi)    "seconds" that are outside the range of tolerances that are
     customarily accepted by customers of the Company or have been specifically
     rejected by any customer;

            (xvii)   samples and display items;

            (xviii)  parts and supplies Inventory;

            (xix)    Inventory held by a third party as consignee;

            (xx)     Inventory produced in violation of the Fair Labor Standards
     Act or subject to the so-called "hot goods" provisions contained in Title
     29 U.S.C. 215(a)(i);

            (xxi)    finished goods that do not meet the specifications of the
     purchase order for such goods in any material respect and are outside the
     range of tolerances that are customarily accepted by the particular
     purchaser who placed the order or have been specifically rejected by any
     customer;

            (xxii)   Inventory that is not in good condition, is obsolete, does
     not meet all standards imposed by any governmental agency, or department or
     division thereof, having regulatory authority over the Inventory, or that
     is not either currently usable or

                                       13                       CREDIT AGREEMENT

<PAGE>

     currently saleable in the ordinary course of the business of the Company
     and its Subsidiaries;

            (xxiii)  Hazardous Materials or other goods that can be transported
     only with licenses;

            (xxiv)   Inventory that has been used, or has been attached, seized,
     made subject to a writ or distress warrant, levied upon or brought within
     the possession of any receiver, trustee, custodian or assignee for the
     benefit of creditors, and such attachment lien, seizure, writ or distress
     warrant, or levy has not been released or discharged, and such possession
     has not been relinquished;

            (xxv)    Inventory that does not comply in all respects with each of
     the representations, warranties and covenants set forth in this Agreement
     and the other Loan Documents;

            (xxvi)   Inventory purchased in or as part of a "bulk" transfer or
     sale of assets unless the seller and the Company and its Subsidiaries have
     complied with all applicable bulk sales or bulk transfer laws;

            (xxvii)  Inventory subject to a patent or trademark requiring
     payment of royalties or licensor consent preventing the Collateral Agent
     from being able to sell it following an Event of Default; and

            (xxviii) Inventory not covered by insurance to the extent required
     by this Agreement.

Notwithstanding the foregoing, the Collateral Agent shall, in determining
eligibility and acceptability of Inventory as aforesaid, exercise its reasonable
credit judgment.

            "Employee Benefit Plan" means any "employee benefit plan", as
defined in Section 3(3) of ERISA, that is or was maintained or contributed to by
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in
the last six years, or to which any such Person has an obligation to contribute
or has any outstanding liability.

            "Environmental Claim" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

            "Environmental Laws" means any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of any Government
Authority relating to (i) environmental matters, including

                                       14                       CREDIT AGREEMENT

<PAGE>

those relating to any Hazardous Materials Activity, (ii) the generation, use,
storage, transportation or disposal of Hazardous Materials, or (iii)
occupational safety and health, industrial hygiene, land use or the protection
of human, plant or animal health or welfare, in any manner applicable to
Holdings or any of its Subsidiaries or any Facility.

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

            "ERISA Affiliate", as applied to any Person, means (i) any
corporation that is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is a
member; and (iii) any member of an affiliated service group within the meaning
of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of a Person or any of
its Subsidiaries shall continue to be considered an ERISA Affiliate of such
Person or such Subsidiary within the meaning of this definition with respect to
the period such entity was an ERISA Affiliate of such Person or such Subsidiary
and with respect to liabilities arising after such period for which such Person
or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

            "ERISA Event" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which to
the Company's knowledge could reasonably be expected to constitute grounds under
ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (vi) the imposition of liability on Holdings, any of its
Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of
ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates in a complete or partial withdrawal (within the
meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there
is any potential liability therefor, or the receipt by Holdings, any of its
Subsidiaries or any of their respective ERISA Affiliates of notice from any
Multiemployer Plan that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA, or that it intends to

                                       15                       CREDIT AGREEMENT

<PAGE>

terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan; (ix) receipt from the
Internal Revenue Service of notice of the failure of any Pension Plan (or any
other Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

            "Event of Default" means each of the events set forth in Section 8.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

            "Existing 1997 IRB Agreement" means that certain Loan Agreement,
dated as of February 1, 1997, between the City of Rockport, Indiana, and the
Company, together with all documents, agreements, and instruments relating
thereto, in each case as amended, modified, or supplemented through the Closing
Date and from time to time thereafter to the extent permitted by subsection
7.12.

            "Existing 1998 IRB Agreement" means that certain Loan Agreement,
dated as of February 1, 1998, between the City of Rockport, Indiana, and the
Company, together with all documents, agreements, and instruments relating
thereto, in each case as amended, modified, or supplemented through the Closing
Date and from time to time thereafter to the extent permitted by subsection
7.12.

            "Existing 1999 IRB Agreement" means that certain Loan Agreement,
dated as of January 1, 1999, between the City of Rockport, Indiana, and the
Company, together with all documents, agreements, and instruments relating
thereto, in each case as amended, modified, or supplemented through the Closing
Date and from time to time thereafter to the extent permitted by subsection
7.12.

            "Existing 2004 Senior Notes" means the Senior Secured Notes, Series
A-E, due 2004, issued pursuant to those certain Note Purchase Agreements, dated
as of December 17, 1996, among the Company, Holdings, and the purchasers listed
in Schedule A attached thereto, together with all documents, agreements, and
instruments relating thereto, in each case as amended, modified, or supplemented
through the Closing Date and from time to time thereafter to the extent
permitted by subsection 7.12.

            "Existing 2007 Senior Notes" means the 9% Senior Notes due 2007,
issued pursuant to that certain Indenture, dated as of October 1, 1992, among
the Company (as successor by merger to Armco Inc., an Ohio corporation),
Holdings, Douglas, and Fifth Third Bank, as trustee, together with all
documents, agreements, and instruments relating thereto, in

                                       16                       CREDIT AGREEMENT

<PAGE>

each case as amended, modified, or supplemented through the Closing Date and
from time to time thereafter to the extent permitted by subsection 7.12.

            "Existing 2008 Senior Notes" means the 8 7/8% Senior Notes due 2008,
issued pursuant to that certain Indenture, dated as of November 1, 1993, among
the Company (as successor by merger to Armco Inc., an Ohio corporation),
Holdings, Douglas, and Firststar Bank, N.A. (formerly known as Star Bank, N.A.),
as trustee, together with all documents, agreements, and instruments relating
thereto, in each case as amended, modified, or supplemented through the Closing
Date and from time to time thereafter to the extent permitted by subsection
7.12.

            "Existing 2009 Senior Notes" means the 7 7/8% Senior Notes due 2009,
issued pursuant to that certain Indenture, dated as of February 10, 1999, among
the Company, Holdings, Douglas, and Fifth Third Bank, as trustee, together with
all documents, agreements, and instruments relating thereto, in each case as
amended, modified, or supplemented through the Closing Date and from time to
time thereafter to the extent permitted by subsection 7.12.

            "Existing 2012 Senior Notes" means the 7 3/4% Senior Notes due 2012,
issued pursuant to that certain Indenture, dated as of June 11, 2002, among the
Company, Holdings, Douglas, and Fifth Third Bank, as trustee, together with all
documents, agreements, and instruments relating thereto, in each case as
amended, modified, or supplemented through the Closing Date and from time to
time thereafter to the extent permitted by subsection 7.12.

            "Existing Indebtedness" means, collectively, the Existing Senior
Notes, the Existing IRB Agreements, the Existing Receivables Securitization
Program, and the Existing Taxpayer Agreement.

            "Existing IRB Agreements" means the Existing 1997 IRB Agreement, the
Existing 1998 IRB Agreement, and the Existing 1999 IRB Agreement, together with
all documents, agreements, and instruments relating thereto, in each case as
amended, modified, or supplemented through the Closing Date and from time to
time thereafter to the extent permitted by subsection 7.12.

            "Existing Purchase and Servicing Agreement" means that certain
Amended and Restated Purchase and Servicing Agreement, dated as of October 1,
1999, among AK Steel Receivables Ltd., an Ohio limited liability corporation,
the Company, the purchasers party thereto, and PNC Bank, National Association,
as agent, as amended, modified, or supplemented through the Closing Date and
from time to time thereafter to the extent permitted by subsection 7.12.

            "Existing Receivables Purchase Agreement" means that certain Amended
and Restated Receivables Purchase Agreement, dated as of October 1, 1999, by and
between the Company and AK Steel Receivables Ltd., as amended, modified, or
supplemented through the Closing Date and from time to time thereafter to the
extent permitted by subsection 7.12.

            "Existing Receivables Securitization Program" means (i) the Existing
Purchase and Servicing Agreement, (ii) the Existing Receivables Purchase
Agreement, and (iii) all

                                       17                       CREDIT AGREEMENT

<PAGE>

documents, agreements, and instruments relating to either of the foregoing, in
each case as amended, modified, or supplemented through the Closing Date and
from time to time thereafter to the extent permitted by subsection 7.12.

            "Existing Receivables SPV" means AK Steel Receivables Ltd., an Ohio
limited liability corporation.

            "Existing Senior Notes" means, collectively, the Existing 2004
Senior Notes, the Existing 2007 Senior Notes, the Existing 2008 Senior Notes,
the Existing 2009 Senior Notes, and the Existing 2012 Senior Notes.

            "Existing Taxpayer Agreement" means that certain Taxpayer Agreement,
made as of May 1, 1997, by and between the Spencer County Redevelopment
Commission and the Company, together with all documents, agreements, and
instruments relating thereto, in each case as amended, modified, or supplemented
through the Closing Date and from time to time thereafter to the extent
permitted by subsection 7.12.

            "Facilities" means any and all real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by the Company or any of its
Subsidiaries or any of their respective predecessors or Affiliates.

            "Facility Availability" for any date means the amount by which (i)
the lesser of (x) the Borrowing Base (as of the last day of the period covered
(or required to be covered) by the most recent Borrowing Base Certificate
delivered (or required to be delivered) on or prior to the date for which
Facility Availability is being determined) and (y) the sum of the Revolving Loan
Commitments (as of the date the date for which Facility Availability is being
determined) exceeds (ii) the Total Utilization of Revolving Loan Commitments (as
of the date for which Facility Availability is being determined), as determined
by the Administrative Agent.

            "Facility Usage Percentage" for any date means the percentage equal
to (x) the Total Utilization of Revolving Loan Commitments (as of such date)
divided by (y) the sum of the Revolving Loan Commitments (as of such date).

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

            "Field Examination" means an examination of the Inventory and books
and records of the Company conducted by the Collateral Agent, as such
examination may be updated from time to time in accordance with subsection 6.11.

                                       18                       CREDIT AGREEMENT

<PAGE>

            "Financial Plan" has the meaning assigned to that term in subsection
6.1(xii).

            "Finished and Semi-Finished Goods Inventory" means all Inventory
that has been classified as "finished goods" or "semi-finished goods" Inventory
in a manner consistent with the Company's current and historical practices, as
reflected in its general ledger; provided that the items included within
Finished and Semi-Finished Goods Inventory shall be consistent with the
methodology used in the most recent Inventory Appraisal; and provided further
that, in the event that the Company becomes the owner of a Subject Business, the
Inventory of such Subject Business shall not be included in Finished and
Semi-Finished Goods Inventory until (i) the Company owns such Inventory directly
and free and clear of Liens other than Permitted Encumbrances and (ii) a
supplemental Inventory Appraisal and Field Examination (which shall not be
counted for purposes of the limits on the number of updates to the Inventory
Appraisal and Field Examination required under subsection 6.11) shall have been
performed with respect to such Inventory, with the scope and procedures
associated with such Inventory Appraisal and Field Examination to be consistent
with the scope and procedures associated with the initial Inventory Appraisal
and Field Examination.

            "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Permitted Encumbrances or as provided by the Intercreditor Agreement) and
(ii) such Lien is the only Lien (other than Liens permitted pursuant to
subsection 7.2) to which such Collateral is subject.

            "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

            "Fiscal Year" means the fiscal year of the Company and its
Subsidiaries ending on December 31 of each calendar year.

            "Foreign Plan" means any employee benefit plan maintained by the
Company or any of its Subsidiaries that is mandated or governed by any law, rule
or regulation of any Government Authority other than the United States of
America, any state thereof or any other political subdivision thereof.

            "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

            "Fund" means any Person (other than a natural Person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

            "Funding and Payment Office" means (i) the office of the
Administrative Agent and Swing Line Lender located at Eleven Madison Avenue, New
York, New York 10010-3629 or (ii) such other office of the Administrative Agent
and Swing Line Lender as may from time to time hereafter be designated as such
in a written notice delivered by the Administrative Agent and Swing Line Lender
to the Company and each Lender.

                                       19                       CREDIT AGREEMENT

<PAGE>

            "Funding Date" means the date of the funding of a Loan, which shall
be a Business Day.

            "GAAP" means, subject to the limitations on the application thereof
set forth in subsection 1.2, generally accepted accounting principles set forth
in opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

            "Governing Body" means the board of directors or other body having
the power to direct or cause the direction of the management and policies of a
Person that is a corporation, partnership, trust or limited liability company.

            "Government Authority" means any political subdivision or department
thereof, any other governmental or regulatory body, commission, central bank,
board, bureau, organ or instrumentality or any court, in each case whether
federal, state, local or foreign.

            "Governmental Authorization" means any permit, license,
registration, authorization, plan, directive, consent, order or consent decree
of or from, or notice to, any Government Authority.

            "Granting Lender" has the meaning ascribed to such term in
subsection 11.1B(iv).

            "Guaranteed Obligations" has the meaning ascribed to such term in
subsection 9.1.

            "Guaranties" means the Holdings Guaranty and the Subsidiary
Guaranty.

            "Guarantor" as used in Section 9 means Holdings, in its capacity as
guarantor under the Holdings Guaranty.

            "Hazardous Materials" means (i) any chemical, material or substance
at any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste", "acutely
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",
"toxic substances", or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or
petroleum derived substance; (iii) any drilling fluids, produced waters and
other wastes associated with the exploration, development or production of crude
oil, natural gas or geothermal resources; (iv) any flammable substances or
explosives; (v) any radioactive

                                       20                       CREDIT AGREEMENT

<PAGE>

materials; (vi) any asbestos-containing materials; (vii) urea formaldehyde foam
insulation; (viii) electrical equipment which contains any oil or dielectric
fluid containing polychlorinated biphenyls; (ix) pesticides; and (x) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any Government Authority or which may or could pose a hazard to the
health and safety of the owners, occupants or any Persons in the vicinity of any
Facility or to the indoor or outdoor environment.

            "Hazardous Materials Activity" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

            "Hedge Agreement" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates, currency
values, or natural gas prices, respectively, and not entered into for
speculative purposes.

            "Holdings" has the meaning ascribed to such term in the introduction
to this Agreement.

            "Holdings Guaranty" means the Guaranty given by Holdings in Section
9 of this Agreement, as such Holdings Guaranty may thereafter be amended,
supplemented or otherwise modified from time to time in accordance with this
Agreement.

            "Immaterial Subsidiary" means any Subsidiary of Holdings that (i)
contributes less than 10% of Consolidated EBITDA, (ii) holds less than 10% of
Consolidated Net Asset Value, (iii) has liabilities (including, without
limitation, contingent liabilities and off-balance-sheet liabilities) that could
not reasonably be expected to equal 10% or more of the consolidated liabilities
(including, without limitation, contingent liabilities and off-balance-sheet
liabilities) of Holdings and its Subsidiaries, and (iv) does not have any assets
included in Eligible Inventory; provided that all Subsidiaries of Holdings shall
be deemed to be Material Subsidiaries if (x) the aggregate EBITDA of all
Subsidiaries that, but for this proviso, would constitute Immaterial
Subsidiaries exceeds 10% of Consolidated EBITDA, (y) the aggregate net asset
value of all Subsidiaries that, but for this proviso, would constitute
Immaterial Subsidiaries exceeds 10% of Consolidated Net Asset Value, or (z) the
aggregate liabilities (including, without limitation, contingent liabilities and
off-balance-sheet liabilities) of all Subsidiaries that, but for this proviso,
would constitute Immaterial Subsidiaries exceeds 10% of the consolidated
liabilities (including, without limitation, contingent liabilities and
off-balance-sheet liabilities) of Holdings and its Subsidiaries.

            "Increasing Lenders" has the meaning ascribed to such term in
subsection 2.1A(iii).

            "Indebtedness", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money, (ii) that portion of
obligations with respect to Capital Leases

                                       21                       CREDIT AGREEMENT

<PAGE>

that is properly classified as a liability on a balance sheet in conformity with
GAAP, (iii) notes payable and drafts accepted representing extensions of credit
whether or not representing obligations for borrowed money, (iv) any obligation
owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA), which purchase price is
(a) due more than six months from the date of incurrence of the obligation in
respect thereof or (b) evidenced by a note or similar written instrument, (v)
Synthetic Lease Obligations, (vi) the aggregate amount of all drawings under
letters of credit issued for the account of such Person and not theretofore
reimbursed, (vii) the aggregate cash investment (net of repayment) made by the
receivables purchasers under Receivables Securitization Programs, together with
all other obligations under any Receivables Securitization Program that would be
characterized as principal if such Receivables Securitization Program were
structured as a secured lending transaction rather than a purchase, (viii) any
other obligation arising with respect to any other transaction that is the
functional equivalent of or takes the place of borrowing but that does not
constitute a liability on the balance sheet of such Person, and (ix) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is non-recourse to the credit of that Person.
Obligations under Interest Rate Agreements and Currency Agreements constitute
(1) in the case of Hedge Agreements, Contingent Obligations, and (2) in all
other cases, Investments, and in neither case constitute Indebtedness.

            "Indemnified Liabilities" has the meaning assigned to that term in
subsection 11.3.

            "Indemnitee" has the meaning assigned to that term in subsection
11.3.

            "Intangible Property" has the meaning ascribed to such term in the
Security Agreement.

            "Intellectual Property" means all patents, trademarks, tradenames,
copyrights, technology, software, know-how and processes used in or necessary
for the conduct of the business of the Company and its Subsidiaries as currently
conducted that are material to the condition (financial or otherwise), business
or operations of the Company and its Subsidiaries, taken as a whole.

            "Intercreditor Agreement" means the Intercreditor Agreement executed
and delivered by the Administrative Agent, the Collateral Agent, the Company, AK
Steel Receivables Ltd. and PNC Bank, National Association, as agent under the
Existing Receivables Securitization Program, substantially in the form of
Exhibit O annexed hereto, as such Intercreditor Agreement may hereafter be
amended, supplemented or otherwise modified from time to time.

            "Interest Payment Date" means (i) with respect to any Base Rate
Loan, the last Business Day of March, June, September and December of each year,
commencing on the first such date to occur after the Closing Date, and (ii) with
respect to any LIBOR Loan, the last day of each Interest Period applicable to
such Loan; provided that in the case of each Interest Period

                                       22                       CREDIT AGREEMENT

<PAGE>

of longer than three months "Interest Payment Date" shall also include each date
that is three months, or a multiple thereof, after the commencement of such
Interest Period.

            "Interest Period" has the meaning assigned to that term in
subsection 2.2B.

            "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which the Company or any of its Subsidiaries is a
party.

            "Interest Rate Determination Date" means, with respect to any
Interest Period, the second Business Day prior to the first day of such Interest
Period.

            "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

            "Inventory" means any "inventory," as such term is defined in the
UCC, now or hereafter owned or acquired by the Company wherever located, and, in
any event, including all inventory, merchandise, goods and other personal
property that are held by or on behalf of the Company for sale or lease or are
furnished or are to be furnished under a contract of service or that constitute
raw materials, work in process, or materials used or consumed or to be used or
consumed in the business of Holdings or any of its Subsidiaries or in the
processing, packaging, advertising, promotion, delivery or shipping of the same,
and all finished goods and all proceeds and products thereof.

            "Inventory Appraisal" means an appraisal of the net orderly
liquidation value of the inventory of the Company conducted by Hilco Appraisal
Services, LLC, and delivered to the Administrative Agent and the Collateral
Agent prior to the Closing Date, in form and substance satisfactory to the
Administrative Agent and the Collateral Agent, as such appraisal may be updated
by Hilco Appraisal Services, LLC, or such other independent third party
consultant selected by the Collateral Agent in its sole discretion, from time to
time in accordance with subsection 6.11.

            "Inventory Category" means any of (i) Raw Materials Inventory, (ii)
Work-In-Process Inventory, or (iii) Finished and Semi-Finished Goods Inventory.

            "Investment" means (i) any direct or indirect purchase or other
acquisition by Holdings or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including Holdings or any
Subsidiary of Holdings), (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Subsidiary of Holdings from any
Person other than the Company or any of its Subsidiaries, of any equity
Securities of such Subsidiary, (iii) any direct or indirect loan, advance (other
than advances to employees for moving, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by Holdings or any of its Subsidiaries to any other Person,
including all indebtedness and accounts receivable from that other Person that
are not current assets or did not arise from sales to that other Person in the
ordinary course of business, or (iv) Interest Rate Agreements or Currency
Agreements not constituting Hedge

                                       23                       CREDIT AGREEMENT

<PAGE>

Agreements. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment (other than adjustments for the repayment of, or the
refund of capital with respect to, the original principal amount of any such
Investment).

            "Issuing Lender", with respect to any Letter of Credit, means the
Revolving Lender (or any Subsidiary thereof) that agrees or is otherwise
obligated to issue such Letter of Credit, or to arrange for the issuance of a
Letter of Credit by a Designated Issuer, determined as provided in subsection
3.1B(ii).

            "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form.

            "Landlord Consent" means a consent, in form and substance
satisfactory to the Administrative Agent and the Collateral Agent, signed by the
applicable landlord and delivered to the Collateral Agent (with a copy to the
Administrative Agent).

            "Lead Arranger" means Credit Suisse First Boston, acting through its
Cayman Islands branch, in its capacity as Lead Arranger and Book Running
Manager.

            "Lender" and "Lenders" means the Persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 11.1, and the term "Lenders" shall
include the Swing Line Lender unless the context otherwise requires.

            "Letter of Credit" or "Letters of Credit" means Commercial Letters
of Credit and Standby Letters of Credit issued or to be issued by Issuing
Lenders or Designated Issuers for the account of the Company pursuant to
subsection 3.1.

            "Letter of Credit Obligations" means all outstanding obligations
incurred by the Issuing Lenders and Revolving Lenders at the request of the
Company, whether direct or indirect, contingent or otherwise, due or not due, in
connection with the issuance of Letter of Credit by any Issuing Lender or
Designated Issuer or the purchase of a participation by the Revolving Lenders
with respect to any Letter of Credit.

            "Letter of Credit Usage" means, as at any date of determination, the
sum of (i) the maximum aggregate amount that is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders or Designated Issuers and not theretofore reimbursed out of the
proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed
by the Company.

            "LIBOR Loans" means Loans bearing interest at rates determined by
reference to the Adjusted LIBOR as provided in subsection 2.2A.

                                       24                       CREDIT AGREEMENT

<PAGE>

            "LIBOR Margin" means the margin over the Adjusted LIBOR used in
determining the rate of interest of LIBOR Loans pursuant to subsection 2.2A.

            "Lien" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

            "Liquidity" for any date means the sum of (i) the Facility
Availability for such date and (ii) the lesser of (x) the Other Liquidity for
such date and (y) $50,000,000.

            "Liquidity Certificate" means an Officer's Certificate substantially
in the form of Exhibit G annexed hereto delivered by the Company to the
Administrative Agent and the Collateral Agent pursuant to subsection 4.1G or
6.1(vi).

            "Loan" or "Loans" means one or more of the Revolving Loans or Swing
Line Loans or any combination thereof.

            "Loan Documents" means this Agreement, the Notes, the Letters of
Credit (and any applications for, or reimbursement agreements or other documents
or certificates executed by the Company in favor of an Issuing Lender or
Designated Issuer relating to, the Letters of Credit), the Guaranties and the
Collateral Documents.

            "Loan Party" means each of Holdings, the Company, and any of the
Subsidiaries of Holdings or the Company from time to time executing a Loan
Document other than the Receivables SPV, and "Loan Parties" means all such
Persons, collectively.

            "Margin Stock" has the meaning assigned to that term in Regulation U
of the Board of Governors of the Federal Reserve System as in effect from time
to time.

            "Material Adverse Effect" means (i) a material adverse effect upon
the business, assets, operations, condition (financial or otherwise) or
prospects of (with respect to the business, financial condition or financial
performance) Holdings and its Subsidiaries taken as a whole or upon the
Collateral taken as a whole or (ii) the material impairment of the ability of
any Loan Party to perform, or the impairment of the ability of the
Administrative Agent, the Collateral Agent, or the Lenders to enforce, the
Obligations.

            "Material Contract" means any contract or other arrangement to which
Holdings or any of its Subsidiaries is a party (other than the Loan Documents)
for which breach, nonperformance, cancellation or failure to renew could have a
Material Adverse Effect.

            "Material Domestic Subsidiary" means any Material Subsidiary that is
also a Domestic Subsidiary.

            "Material Subsidiary" means any Subsidiary of Holdings that is not
an Immaterial Subsidiary.

                                       25                       CREDIT AGREEMENT

<PAGE>

            "Maximum Consolidated Capital Expenditures Amount" has the meaning
assigned to that term in subsection 7.8.

            "Maximum Discretionary Amount" means, as of any date of
determination, $10,000,000.

            "Maximum Discretionary Borrowing Base Amount" means, as of any date
of determination, the sum of (x) the Borrowing Base and (y) the Maximum
Discretionary Amount.

            "Maximum Leverage Ratio" for any four-Fiscal Quarter period means
the ratio set forth in subsection 7.6C(ii) for such period.

            "Minimum Fixed Charge Coverage Ratio" for any four-Fiscal Quarter
period means the ratio set forth in subsection 7.6B(ii) for such period.

            "Monthly Average Facility Availability" for any month means an
amount equal to the quotient obtained by dividing (x) the sum of the Facility
Availability for each of the days of such month by (y) the number of days in
such month.

            "Moody's" means Moody's Investors Service, Inc.

            "Mortgagee Consent" means a consent, in form and substance
satisfactory to the Administrative Agent and the Collateral Agent, signed by the
applicable mortgagee and delivered to the Collateral Agent (with a copy to the
Administrative Agent).

            "Multiemployer Plan" means any Employee Benefit Plan that is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

            "Net Asset Sale Proceeds", with respect to any Asset Sale, means
Cash payments (including any Cash received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when
so received) received from such Asset Sale, net of any bona fide direct costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of such
Asset Sale as a result of any gain recognized in connection with such Asset Sale
and (ii) payment of the outstanding principal amount of, premium or penalty, if
any, and interest on any Indebtedness (other than the Loans) that is secured by
a Lien permitted under subsection 7.2 on the stock or assets in question and
that is required to be repaid under the terms thereof as a result of such Asset
Sale; provided, however, that Net Asset Sale Proceeds shall not include any cash
payments received from any Asset Sale by a Foreign Subsidiary unless such
proceeds may be repatriated (by reason of a repayment of an intercompany note or
otherwise) to the United States without (in the reasonable judgment of the
Company) resulting in a material tax liability to the Company.

            "Net Insurance/Condemnation Proceeds" means any Cash payments or
proceeds received (i) under any casualty insurance policy relating to all or any
portion of the Collateral in respect of a covered loss thereunder or (ii) as a
result of the taking of all or any

                                       26                       CREDIT AGREEMENT

<PAGE>

portion of the Collateral by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of all or any portion of the
Collateral to a purchaser with such power under threat of such a taking, in each
case net of any actual and reasonable documented costs incurred by Holdings or
any of its Subsidiaries directly in connection with the adjustment or settlement
of any claims of Holdings or such Subsidiary in respect thereof.

            "Net Securities Proceeds" means the cash proceeds (net of
underwriting discounts and commissions and other reasonable costs and expenses
directly associated therewith, including reasonable legal fees and expenses)
from the (i) issuance of Capital Stock of or incurrence of Indebtedness by
Holdings, the Company, or any of the Subsidiaries of Holdings or the Company,
and (ii) capital contributions made by a holder of Capital Stock of Holdings.

            "New Lender" has the meaning assigned to that term in subsection
2.1A(iii).

            "New Lender Supplement" has the meaning assigned to that term in
subsection 2.1A(iii).

            "New Receivables SPV" has the meaning ascribed to such term in
subsection 6.8D.

            "Non-Consenting Lender" has the meaning ascribed to such term in
subsection 2.9.

            "Non-US Lender" means a Lender that is organized under the laws of
any jurisdiction other than the United States or any state or other political
subdivision thereof.

            "Notes" means one or more of the Revolving Notes or Swing Line Note
or any combination thereof.

            "Notice of Borrowing" means a notice substantially in the form of
Exhibit A annexed hereto.

            "Notice of Conversion/Continuation" means a notice substantially in
the form of Exhibit B annexed hereto.

            "Obligations" means all payment and performance obligations of every
nature, whether contingent, liquidated, fixed or otherwise, matured or
unmatured, pre- or post-petition, of each Loan Party from time to time owed to
the Agents, the Lenders or any of them under the Loan Documents, whether for
principal, interest (including, without limitation, all interest that accrues
after the commencement of any case or proceeding by or against any Loan Party in
bankruptcy, whether or not allowed or allowable in such case or proceeding),
reimbursement of amounts drawn under Letters of Credit (and any other Letter of
Credit Obligations), fees, expenses, indemnification or otherwise.

            "Officer" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a

                                       27                       CREDIT AGREEMENT

<PAGE>

corporation, partnership, trust or limited liability company to serve in a
similar capacity as the foregoing.

            "Officer's Certificate", as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

            "OLV Percentage" means, for any Inventory Category on any date, the
orderly liquidation value net of liquidation costs of Inventory in such
Inventory Category, expressed as a percentage of the book value of Inventory in
such Inventory Category, as such percentage shall have been determined by the
most recent Inventory Appraisal delivered on or prior to such date.

            "Operating Lease", as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

            "Organizational Documents" means the documents (including Bylaws, if
applicable) pursuant to which a Person that is a corporation, partnership, trust
or limited liability company is organized.

            "Other Liquidity" for any date means the sum of (i) the sum of the
aggregate amounts of Domestic Unrestricted Cash owned by Holdings, the Company
and the Subsidiary Guarantors on such date and (ii) the Receivables Availability
on such date. In computing Other Liquidity, Domestic Unrestricted Cash shall be
taken into account only to the extent that Holdings and its Subsidiaries shall
have paid their accounts payable in a manner consistent with past practice in
the ordinary course of business.

            "Participant" means a purchaser of a participation in the rights and
obligations under this Agreement pursuant to subsection 11.1C.

            "Patriot Act" means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (USA PATRIOT Act).

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

            "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA, and, for purposes of subsection 8.10, any Foreign Plan.

            "Permitted Encumbrances" means the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or by ERISA, any such Lien imposed by a Government
Authority in connection with any Foreign Plan,

                                       28                       CREDIT AGREEMENT

<PAGE>

any such Lien relating to or imposed in connection with any Environmental Claim,
and any such Lien expressly prohibited by any applicable terms of any of the
Collateral Documents):

            (i)     Liens for taxes, assessments or governmental charges or
     claims the payment of which is not, at the time, required by subsection
     6.3;

            (ii)    statutory Liens of landlords, Liens of collecting banks
     under the UCC on items in the course of collection, statutory Liens and
     rights of set-off of banks, statutory Liens of carriers, warehousemen,
     mechanics, repairmen, workmen and materialmen, and other Liens imposed by
     law, in each case incurred in the ordinary course of business (a) for
     amounts not yet overdue or (b) for amounts that are overdue and that (in
     the case of any such amounts overdue for a period in excess of 5 days) are
     being contested in good faith by appropriate proceedings, so long as (1)
     such reserves or other appropriate provisions, if any, as shall be required
     by GAAP shall have been made for any such contested amounts, and (2) in the
     case of a Lien with respect to any portion of the Collateral, such contest
     proceedings conclusively operate to stay the sale of any portion of the
     Collateral on account of such Lien;

            (iii)   deposits, not exceeding $20,000,000 in the aggregate at any
     time outstanding, made in the ordinary course of business in connection
     with workers' compensation, unemployment insurance and other types of
     social security, or to secure the performance of statutory obligations,
     bids, leases, government contracts, trade contracts and other similar
     obligations (exclusive of obligations for the payment of borrowed money),
     so long as no foreclosure, sale or similar proceedings have been commenced
     with respect to any portion of the Collateral on account thereof;

            (iv)    any attachment or judgment Lien not constituting an Event of
     Default under subsection 8.8;

            (v)     licenses (with respect to Intellectual Property and other
     property other than Collateral), leases or subleases granted to third
     parties in accordance with any applicable terms of the Collateral Documents
     and not interfering in any material respect with the ordinary conduct of
     the business of the Company or any of its Subsidiaries or resulting in a
     material diminution in the value of any Collateral as security for the
     Obligations;

            (vi)    easements, rights-of-way, restrictions, encroachments, and
     other minor defects or irregularities in title to real property, in each
     case that do not and will not interfere in any material respect with the
     ordinary conduct of the business of the Company or any of its Subsidiaries
     or result in a material diminution in the value of any Collateral as
     security for the Obligations;

            (vii)   any (a) interest or title of a lessor or sublessor under any
     lease not prohibited by this Agreement, (b) Lien or restriction that the
     interest or title of such lessor or sublessor may be subject to, or (c)
     subordination of the interest of the lessee or sublessee under such lease
     to any Lien or restriction referred to in the preceding clause

                                       29                       CREDIT AGREEMENT

<PAGE>

     (b), so long as the holder of such Lien or restriction agrees to recognize
     the rights of such lessee or sublessee under such lease;

            (viii)  Liens arising from filing UCC financing statements relating
     solely to leases not prohibited by this Agreement;

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

            (x)     any zoning or similar law or right reserved to or vested in
     any governmental office or agency to control or regulate the use of any
     real property;

            (xi)    Liens granted pursuant to the Collateral Documents; and

            (xii)   Liens securing obligations (other than obligations
     representing Indebtedness for borrowed money) under operating, reciprocal
     easement or similar agreements entered into in the ordinary course of
     business of the Company and its Subsidiaries.

            "Permitted Receivables Securitization Program" means (i) the
Existing Receivables Securitization Program, (ii) any Receivables Securitization
Program approved in writing by Requisite Lenders, or (iii) any Receivables
Securitization Program (a) having terms and conditions no less favorable to any
Loan Party, any Agent, or any Lender (as determined by each of the
Administrative Agent and the Collateral Agent, each in the exercise of its
reasonable credit judgment) than the terms and conditions of the Existing
Receivables Securitization Program and (b) with respect to which an
intercreditor agreement having terms and conditions no less favorable to any
Agent or any Lender (as determined by each of the Administrative Agent and the
Collateral Agent, each in the exercise of its reasonable credit judgment) than
the terms of the Intercreditor Agreement has been duly executed and delivered.

            "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

            "Pledge Agreement" means the Pledge Agreement executed and delivered
by the Company on the Closing Date, substantially in the form of Exhibit N
annexed hereto, as such Pledge Agreement may thereafter be amended, supplemented
or otherwise modified from time to time.

            "Pledged Collateral" means, collectively, the "Pledged Collateral"
as defined in the Pledge Agreement.

                                       30                       CREDIT AGREEMENT

<PAGE>

            "Potential Event of Default" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

            "Pricing Certificate" means each Liquidity Certificate required to
be delivered following the last month of a Fiscal Quarter, setting forth
information for such month.

            "Prime Rate" means the rate that Credit Suisse First Boston
announces from time to time as its prime lending rate, as in effect from time to
time. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer. Credit Suisse First Boston
or any other Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

            "Proceedings" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

            "Proceeds Remittance Account" means (i) the Deposit Account
described on Schedule 5.19 as the Proceeds Remittance Account, in which the
Company has granted a security interest in favor of the Collateral Agent on
behalf of the Lenders pursuant to the Control Agreement delivered on the Closing
Date, into which proceeds from the sale of Accounts arising from the sale of
Inventory (including pursuant to the Existing Receivables Securitization Program
and any other Permitted Receivables Securitization Program) are to be deposited
from time to time, or (ii) any future Deposit Account created for a similar
purpose with the consent of the Collateral Agent so long as a Control Agreement
is delivered to the Collateral Agent prior to any funds being deposited in such
Deposit Account.

            "Processor Consent" means a consent, in form and substance
satisfactory to the Administrative Agent and the Collateral Agent, signed by the
applicable processor and delivered to the Collateral Agent (with a copy to the
Administrative Agent).

            "Pro Rata Share" means with respect to each Lender, the percentage
obtained by dividing (x) the Revolving Loan Exposure of that Lender by (y) the
aggregate Revolving Loan Exposure of all Lenders, as the applicable percentage
may be adjusted by assignments permitted pursuant to subsection 11.1. The
initial Pro Rata Share of each Lender for purposes of the preceding sentence is
set forth opposite the name of that Lender in Schedule 2.1 annexed hereto.

            "Purchased Receivables" has the meaning ascribed to such term in the
Intercreditor Agreement.

            "Purchaser Agent" has the meaning ascribed to such term in the
Intercreditor Agreement.

            "Quarterly Average Facility Availability" for any Fiscal Quarter
means an amount equal to the quotient obtained by dividing (x) the sum of the
Facility Availability for each of the days of such Fiscal Quarter by (y) the
number of days in such Fiscal Quarter.

                                       31                       CREDIT AGREEMENT

<PAGE>

            "Quarterly Average Facility Usage Percentage" for any Fiscal Quarter
means the percentage equal to (x) the sum of the Facility Usage Percentage for
each of the days in such Fiscal Quarter divided by (y) the number of days in
such Fiscal Quarter.

            "Raw Materials Inventory" means all Inventory that has been
classified as "raw materials" Inventory in a manner consistent with the
Company's current and historical practices, as reflected in its general ledger;
provided that the items included within Raw Materials Inventory shall be
consistent with the methodology used in the most recent Inventory Appraisal; and
provided further that, in the event that the Company becomes the owner of a
Subject Business, the Inventory of such Subject Business shall not be included
in Raw Materials Inventory until (i) the Company owns such Inventory directly
and free and clear of Liens other than Permitted Encumbrances and (ii) a
supplemental Inventory Appraisal and Field Examination (which shall not be
counted for purposes of the limits on the number of updates to the Inventory
Appraisal and Field Examination required under subsection 6.11) shall have been
performed with respect to such Inventory, with the scope and procedures
associated with such Inventory Appraisal and Field Examination to be consistent
with the scope and procedures associated with the initial Inventory Appraisal
and Field Examination.

            "Receivables Availability" means, at any time, the maximum amount
available at such time to be funded, whether through the making of cash
purchases or loans, or through the issuance of letters of credit, under a
Permitted Receivables Securitization Program, taking into account any borrowing
base or similar limitations on availability.

            "Receivables Securitization Programs" means the Existing Receivables
Securitization Program and any other arrangement under which a Person sells,
assigns, grants a security interest in, or otherwise securitizes its accounts
receivable.

            "Receivables SPV" means the Existing Receivables SPV and each New
Receivables SPV.

            "Refunded Swing Line Loans" has the meaning assigned to that term in
subsection 2.1A(iv).

            "Register" has the meaning assigned to that term in subsection 2.1D.

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

            "Reimbursement Date" has the meaning assigned to that term in
subsection 3.3B.

            "Release" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous

                                       32                       CREDIT AGREEMENT

<PAGE>

Materials), including the movement of any Hazardous Materials through the air,
soil, surface water or groundwater.

            "Repayment Account" means a Deposit Account owned and controlled
exclusively by the Administrative Agent for use in connection with the
transactions contemplated by the Loan Documents, into which the Cash Balances of
Blocked Accounts and the Proceeds Remittance Account are deposited pursuant to
the Cash Management System if and when activated with respect to such Blocked
Accounts and Proceeds Remittance Account; provided that, from time to time,
certain amounts owned by the Purchaser Agent and/or the Receivables SPV may be
deposited therein, without terminating the rights of such Persons with respect
to such amounts.

            "Request for Issuance" means a request substantially in the form of
Exhibit C annexed hereto.

            "Requisite Lenders" means Lenders holding more than 50% of the
aggregate Revolving Loan Exposure of all Lenders.

            "Responding Lender" has the meaning ascribed to such term in
subsection 2.1A(iii).

            "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of the Company or Holdings now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock to the holders of that class,
(ii) any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
stock of the Company or Holdings now or hereafter outstanding, (iii) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of stock of the Company or
Holdings now or hereafter outstanding, and (iv) any payment or prepayment of
principal of, premium, if any, or interest on, or redemption, purchase,
retirement, defeasance (including in-substance or legal defeasance), sinking
fund or similar payment with respect to, any Subordinated Indebtedness.

            "Returned Goods" has the meaning ascribed to such term in the
Intercreditor Agreement.

            "Revolving Lender" means a Lender that has a Revolving Loan
Commitment and/or that has an outstanding Revolving Loan.

            "Revolving Loan Commitment" means the commitment of a Revolving
Lender to make Revolving Loans to the Company pursuant to subsection 2.1A(i),
and "Revolving Loan Commitments" means such commitments of all Revolving Lenders
in the aggregate.

            "Revolving Loan Commitment Termination Date" means July 24, 2008.

                                       33                       CREDIT AGREEMENT

<PAGE>

            "Revolving Loan Exposure" means, with respect to any Revolving
Lender, as of any date of determination (i) prior to the termination of the
Revolving Loan Commitments, that Lender's Revolving Loan Commitment, and (ii)
after the termination of the Revolving Loan Commitments, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender
plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of
Credit Usage in respect of all Letters of Credit issued by that Lender (in each
case net of any participations purchased by other Lenders in such Letters of
Credit or in any unreimbursed drawings thereunder) plus (c) the aggregate amount
of all participations purchased by that Lender in any outstanding Letters of
Credit or any unreimbursed drawings under any Letters of Credit plus (d) in the
case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any participations thereof purchased by other Revolving
Lenders) plus (e) the aggregate amount of all participations purchased by that
Lender in any outstanding Swing Line Loans.

            "Revolving Loan Increase Period" means the period from (i) the
Closing Date to (ii) the earlier of (x) the second anniversary of the Closing
Date and (y) the Revolving Loan Commitment Termination Date.

            "Revolving Loans" means the Loans made by Revolving Lenders to the
Company pursuant to subsection 2.1A(i).

            "Revolving Notes" means (i) the promissory notes of the Company
issued pursuant to subsection 2.1E(i) on the Closing Date and/or (ii) any
promissory notes issued by the Company pursuant to the last sentence of
subsection 11.1B(i) in connection with assignments of the Revolving Loan
Commitments and Revolving Loans of any Revolving Lenders, in each case
substantially in the form of Exhibit D annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

            "S&P" means Standard & Poor's, a division of the McGraw-Hill
Companies, Inc.

            "Securities" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated, certificated or uncertificated, or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

            "Securities Act" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

            "Security Agreement" means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of Exhibit M annexed
hereto, as such Security Agreement may thereafter be amended, supplemented or
otherwise modified from time to time.

                                       34                       CREDIT AGREEMENT

<PAGE>

            "Solvent" means, with respect to any Person, that as of the date of
determination both (i)(a) the then fair saleable value of the property, on a
going concern basis, of such Person is (1) greater than the total amount of
liabilities (including probable contingent liabilities) of such Person and (2)
not less than the amount that will be required to pay the probable liabilities
on such Person's then existing debts as they become absolute and due considering
all financing alternatives and potential asset sales reasonably available to
such Person; (b) such Person's capital is not unreasonably small in relation to
its business or any contemplated or undertaken transaction; and (c) such Person
does not intend to incur, or believe (nor should it reasonably believe) that it
will incur, debts beyond its ability to pay such debts as they become due; and
(ii) such Person is "solvent" within the meaning given that term and similar
terms under applicable laws relating to fraudulent transfers and conveyances.
For purposes of this definition, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

            "SPC" has the meaning assigned to that term in subsection 11.1B(iv).

            "Special Revolving Loans" means any Revolving Loans that are made to
repay any Refunded Swing Line Loan that is a Discretionary Swing Line Loan in
accordance with subsection 2.1A(ii)(b).

            "SPV Remittance Account" means (i) the Deposit Account described on
Schedule 5.19 as the SPV Remittance Account, which Deposit Account is the
Deposit Account to which payment of the purchase price of Accounts is made by
the Purchaser Agent or, in the case of reinvestments pursuant to a Permitted
Receivables Securitization Program, is transferred or deposited by the Existing
Receivables SPV, (ii) any Deposit Account that replaces such Deposit Account,
and (iii) any Deposit Account that serves a similar function under any
Receivables Securitization Program (including, without limitation, any Deposit
Account designated from time to time by the Existing Receivables SPV under
Section 2.06(c) of the Existing Purchase and Servicing Agreement). It is
understood and agreed that the same Deposit Account may (but need not) serve as
both the Transferor's Account and the SPV Remittance Account.

            "Standby Letter of Credit" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness of the
Company or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of the
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of the Company or any of its Subsidiaries arising by virtue of the laws
of any jurisdiction requiring third party insurers, (iv) obligations with
respect to Capital Leases or Operating Leases of the Company or any of its
Subsidiaries, and (v) performance, payment, deposit or surety obligations of the
Company or any of its Subsidiaries, in any case if required by law or
governmental rule or regulation or in accordance with custom and practice in the
industry.

            "Subject Business" has the meaning assigned to such term in
subsection 7.3(vi).

            "Subject Lender" has the meaning ascribed to such term in subsection
2.9.

                                       35                       CREDIT AGREEMENT

<PAGE>

            "Subordinated AKR Note" means the "Subordinated Note" as defined in
Section 2.5(b) of the Existing Receivables Purchase Agreement.

            "Subordinated Indebtedness" means any Indebtedness of the Company
incurred from time to time and subordinated in right of payment to the
Obligations and approved by Requisite Lenders.

            "Subsidiary" means, with respect to any Person, means any
corporation, partnership, trust, limited liability company, association, Joint
Venture or other business entity of which more than 50% of the total voting
power of shares of stock or other ownership interests entitled (without regard
to the occurrence of any contingency) to vote in the election of the members of
the Governing Body is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof. Notwithstanding the foregoing, AK-ISG Steel Coating
Company, an Ohio general partnership, is hereby deemed not to be a Subsidiary of
Holdings or any of its Subsidiaries, unless Holdings or any of its Subsidiaries,
individually or collectively, acquires the right to control the management of
such Person; provided that this sentence shall not prevent such Person from
being treated as a Joint Venture of Holdings or of any Subsidiary of Holdings if
it otherwise qualifies as a Joint Venture within the definition of such term.

            "Subsidiary Guarantor" means any Subsidiary of the Company that
executes and delivers a counterpart of the Subsidiary Guaranty on the Closing
Date or from time to time thereafter pursuant to subsection 6.8.

            "Subsidiary Guaranty" means the Subsidiary Guaranty executed and
delivered by Douglas Dynamics, L.L.C., AKS Investments, Inc., and AK Tube,
L.L.C., on the Closing Date and to be executed and delivered by additional
Material Subsidiaries of the Company from time to time thereafter in accordance
with subsection 6.8, substantially in the form of Exhibit L annexed hereto, as
such Subsidiary Guaranty may hereafter be amended, supplemented or otherwise
modified from time to time.

            "Supplemental Collateral Agent" has the meaning assigned to that
term in subsection 10.1C.

            "Swing Line Lender" means Credit Suisse First Boston, acting through
its Cayman Islands branch, in its capacity as Swing Line Lender hereunder, or
any Person serving as a successor Swing Line Lender hereunder.

            "Swing Line Loan Commitment" means the commitment of Swing Line
Lender to make Swing Line Loans to the Company pursuant to subsection 2.1A(ii).

            "Swing Line Loans" means the Loans made by Swing Line Lender to the
Company pursuant to subsection 2.1A(ii).

            "Swing Line Note" means (i) the promissory note of the Company
issued pursuant to subsection 2.1E(ii) on the Closing Date and/or (ii) any
promissory note issued by the

                                       36                       CREDIT AGREEMENT

<PAGE>

Company to any successor Swing Line Lender pursuant to the last sentence of
subsection 10.5B, in each case substantially in the form of Exhibit E annexed
hereto, as it may be amended, supplemented or otherwise modified from time to
time.

            "Syndication Agent" has the meaning assigned to that term in the
introduction to this Agreement.

            "Synthetic Lease" means (a) a so-called synthetic, off-balance sheet
or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting
treatment).

            "Synthetic Lease Obligation" means the monetary obligation of a
Person under a Synthetic Lease.

            "Tax" or "Taxes" means any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature and whatever called,
by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
or assessed, including interest, penalties, additions to tax and any similar
liabilities with respect thereto; except that, in the case of a Lender, there
shall be excluded (i) taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) (a) by the United
States, (b) by any other Government Authority under the laws of which such
Lender is organized or has its principal office or maintains its applicable
lending office, or (c) by any jurisdiction solely as a result of a present or
former connection between such Lender and such jurisdiction (other than any such
connection arising solely from such Lender having executed, delivered or
performed its obligations or received a payment under, or enforced, any of the
Loan Documents), and (ii) any branch profits taxes imposed by the United States
or any similar tax imposed by any other jurisdiction in which such Lender is
located.

            "Test Date" means each date after June 30, 2003, on which a
Borrowing Base Certificate and a Liquidity Certificate are required to be
delivered pursuant to subsections 6.1(v) and (vi).

            "Total Utilization of Revolving Loan Commitments" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the aggregate principal amount of all
outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

            "Transferor's Account" means (i) the Deposit Account described on
Schedule 5.19 as the Transferor's Account, which Deposit Account is, as of the
Closing Date, the "Transferor's Account" as defined in the Existing Purchase and
Servicing Agreement, (ii) any Deposit Account that replaces such Deposit
Account, and (iii) any Deposit Account that is or becomes a "Transferor's
Account" under the Existing Purchase and Servicing Agreement (or the like under
any Receivables Securitization Program). It is understood and agreed that the

                                       37                       CREDIT AGREEMENT

<PAGE>

same Deposit Account may (but need not) serve as both the Transferor's Account
and the SPV Remittance Account.

            "Transferred Receivables" has the meaning ascribed to such term in
the Security Agreement.

            "Transferred Receivables Cash Collateral Account" means (i) the
Deposit Account described on Schedule 5.19 as the Transferred Receivables Cash
Collateral Account, which Deposit Account is, as of the Closing Date, the "Cash
Collateral Account" as defined in the Existing Purchase and Servicing Agreement,
(ii) any Deposit Account that replaces such Deposit Account, and (iii) any
Deposit Account that is or becomes a "Cash Collateral Account" under the
Existing Purchase and Servicing Agreement (or the like under any Receivables
Securitization Program).

            "UCC" means the Uniform Commercial Code as in effect in any
applicable jurisdiction.

            "Unsold Receivables" has the meaning ascribed to such term in the
Intercreditor Agreement.

            "Work-In-Process Inventory" means all Inventory that has been
classified as "work-in-process" Inventory in a manner consistent with the
Company's current and historical practices, as reflected in its general ledger;
provided that the items included within Work-In-Process Inventory shall be
consistent with the methodology used in the most recent Inventory Appraisal; and
provided further that, in the event that the Company becomes the owner of a
Subject Business, the Inventory of such Subject Business shall not be included
in Work-In-Process Inventory until (i) the Company owns such Inventory directly
and free and clear of Liens other than Permitted Encumbrances and (ii) a
supplemental Inventory Appraisal and Field Examination (which shall not be
counted for purposes of the limits on the number of updates to the Inventory
Appraisal and Field Examination required under subsection 6.11) shall have been
performed with respect to such Inventory, with the scope and procedures
associated with such Inventory Appraisal and Field Examination to be consistent
with the scope and procedures associated with the initial Inventory Appraisal
and Field Examination.

     1.2    Accounting Terms; Utilization of GAAP for Purposes of Calculations
            ------------------------------------------------------------------
            Under Agreement.
            ---------------

            Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by the Company to the Lenders pursuant to clauses (ii),
(iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as
in effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize GAAP as in effect on the date of determination, applied
in a manner consistent with that used in preparing the financial statements
referred to in subsection 5.3. If at any time any change in GAAP would

                                       38                       CREDIT AGREEMENT

<PAGE>

affect the computation of any financial ratio or requirement set forth in any
Loan Document, and the Company, the Administrative Agent or Requisite Lenders
shall so request, the Administrative Agent, the Lenders and the Company shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of Requisite Lenders), provided that, until so amended, such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and the Company shall provide to the Administrative Agent and the
Lenders reconciliation statements provided for in subsection 6.1(v).

     1.3    Other Definitional Provisions and Rules of Construction.
            -------------------------------------------------------

            A.      Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

            B.      References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.

            C.      The use in any of the Loan Documents of the word "include"
or "including", when following any general statement, term or matter, shall not
be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

Section 2.  AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

     2.1    Commitments; Making of Loans; the Register; Notes.
            -------------------------------------------------

            A.      Commitments. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Holdings
and the Company herein set forth, each Lender hereby severally agrees to make
the Revolving Loans as described in subsection 2.1A(i), and the Swing Line
Lender hereby agrees to make the Swing Line Loans as described in subsection
2.1A(ii).

            (i)     Revolving Loans. Each Lender severally agrees, subject to
     the limitations set forth below with respect to the maximum amount of
     Revolving Loans permitted to be outstanding from time to time, to lend to
     the Company from time to time during the period from, but excluding, the
     Closing Date to, but excluding, the Revolving Loan Commitment Termination
     Date an aggregate amount not exceeding its Pro Rata Share of the aggregate
     amount of the Revolving Loan Commitments to be used for the purposes
     identified in subsection 2.5A. The original amount of each Lender's
     Revolving Loan Commitment is set forth opposite its name on Schedule 2.1
     annexed hereto and the

                                       39                       CREDIT AGREEMENT

<PAGE>

     aggregate original amount of the Revolving Loan Commitments is
     $400,000,000; provided that the Revolving Loan Commitments of the Lenders
     shall be adjusted to give effect to any assignments of the Revolving Loan
     Commitments pursuant to subsection 11.1B and shall be increased from time
     to time by the amount of any increase thereto pursuant to subsection
     2.1A(iii), and shall be reduced from time to time by the amount of any
     reductions thereto made pursuant to subsection 2.4. Each Lender's Revolving
     Loan Commitment shall expire on the Revolving Loan Commitment Termination
     Date and all Revolving Loans and all other amounts owed hereunder with
     respect to the Revolving Loans and the Revolving Loan Commitments shall be
     paid in full no later than that date; provided that each Lender's Revolving
     Loan Commitment shall expire immediately and without further action on
     August 15, 2003, if the Closing Date does not occur on or before that date.
     Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed
     to but excluding the Revolving Loan Commitment Termination Date.

          Anything contained in this Agreement to the contrary notwithstanding,
the Revolving Loans and the Revolving Loan Commitments shall be subject to the
following limitations:

                    (a)  in no event shall the Total Utilization of Revolving
            Loan Commitments at any time exceed the Revolving Loan Commitments
            then in effect; and

                    (b)  no Revolving Loans (other than Special Revolving Loans)
            shall be made at any time if, after giving effect to the making of
            such Revolving Loans, the Total Utilization of Revolving Loan
            Commitments would exceed the Borrowing Base then in effect.

            (ii)    Swing Line Loans. (a) General Provisions. The Swing Line
     Lender hereby agrees, subject to the limitations set forth below with
     respect to the maximum amount of Swing Line Loans permitted to be
     outstanding from time to time, to make a portion of the Revolving Loan
     Commitments available to the Company from time to time during the period
     from, but excluding, the Closing Date to, but excluding, the Revolving Loan
     Commitment Termination Date by making Swing Line Loans to the Company in an
     aggregate amount not exceeding the amount of the Swing Line Loan Commitment
     to be used for the purposes identified in subsection 2.5A, notwithstanding
     the fact that such Swing Line Loans, when aggregated with the Swing Line
     Lender's outstanding Revolving Loans and the Swing Line Lender's Pro Rata
     Share of the Letter of Credit Usage then in effect, may exceed the Swing
     Line Lender's Revolving Loan Commitment. The original amount of the Swing
     Line Loan Commitment is $10,000,000; provided that any reduction of the
     Revolving Loan Commitments made pursuant to subsection 2.4 that reduces the
     aggregate Revolving Loan Commitments to an amount less than the then
     current amount of the Swing Line Loan Commitment shall result in an
     automatic corresponding reduction of the Swing Line Loan Commitment to the
     amount of the Revolving Loan Commitments, as so reduced, without any
     further action on the part of the Company, the Administrative Agent or the
     Swing Line Lender. The Swing Line

                                       40                       CREDIT AGREEMENT

<PAGE>

     Loan Commitment shall expire on the Revolving Loan Commitment Termination
     Date and all Swing Line Loans and all other amounts owed hereunder with
     respect to the Swing Line Loans shall be paid in full no later than that
     date; provided that the Swing Line Loan Commitment shall expire immediately
     and without further action on August 15, 2003, if the Closing Date does not
     occur on or before that date. Amounts borrowed under this subsection
     2.1A(ii) may be repaid and reborrowed to but excluding the Revolving Loan
     Commitment Termination Date.

       Anything contained in this Agreement to the contrary notwithstanding,
the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the
following limitations:

                    (1)  in no event shall the Total Utilization of Revolving
            Loan Commitments at any time exceed the Revolving Loan Commitments
            then in effect;

                    (2)  no Swing Line Loans (other than Discretionary Swing
            Line Loans made in accordance with this subsection 2.1A(ii)) shall
            be made at any time if, after giving effect to the making of such
            Swing Line Loans, the Total Utilization of Revolving Loan
            Commitments would exceed the Borrowing Base then in effect;

                    (3)  no Discretionary Swing Line Loans shall be made at any
            time if, after giving effect to the making of such Discretionary
            Swing Line Loans, the Total Utilization of Revolving Loan
            Commitments would exceed the Maximum Discretionary Borrowing Base
            Amount then in effect; and

                    (4)  no Swing Line Loans (including, without limitation,
            Discretionary Swing Line Loans) shall be made at any time if, after
            giving effect to the making of such Swing Line Loans, the
            outstanding principal balance of all Swing Line Loans would exceed
            the Swing Line Loan Commitment then in effect.

       Without limiting any of the foregoing provisions of this subsection
2.1A(ii), the Company and the Lenders acknowledge and agree that the Swing Line
Lender may, in its sole discretion and without any obligation to do so:

                    (A)  make Swing Line Loans from time to time in an amount
            sufficient to pay to the Administrative Agent and the Lenders any
            fees and expenses required to be paid hereunder or under any other
            Loan Document by any Loan Party that have not been paid when due;
            provided that the Company shall be deemed to have submitted an
            appropriate Notice of Borrowing therefor and the proceeds of such
            Swing Line Loan shall not be advanced to the Company but shall be
            applied directly by the Administrative Agent (I) in the case of any
            fees, in accordance with the terms of this Agreement and the other
            Loan Documents and (II) in the

                                       41                       CREDIT AGREEMENT

<PAGE>

            case of any expenses, to reimburse any Agent or Lender for any
            expenses documented by a written invoice previously submitted to the
            Company and the Administrative Agent and in form and substance
            satisfactory to the Administrative Agent; and

                    (B)  at any time when (I) the Total Utilization of Revolving
            Loan Commitments exceeds the Borrowing Base and/or (II) an Event of
            Default or Potential Event of Default shall have occurred and be
            continuing, upon the request of the Company, make Swing Line Loans
            (any such Swing Line Loan a "Discretionary Swing Line Loan"), so
            long as (x) Requisite Lenders have not given notice to the Swing
            Line Lender instructing the Swing Line Lender not to make Swing Line
            Loans hereunder and (y) the making of any such Discretionary Swing
            Line Loan would not cause the aggregate outstanding principal amount
            of all Discretionary Swing Line Loans and Special Revolving Loans to
            exceed the Maximum Discretionary Amount in effect at such time;
            provided, however, that the Swing Line Lender shall not (X) make
            more than three Discretionary Swing Line Loans in any Fiscal Year or
            (Y) make any Discretionary Swing Line Loan at a time when any other
            Discretionary Swing Line Loan or Special Revolving Loan has been
            outstanding within the preceding thirty days.

       Anything to the contrary in this Agreement and the other Loan Documents
notwithstanding, Swing Line Loans (including, without limitation, Discretionary
Swing Line Loans) made pursuant to the preceding clause (A) or (B) shall
constitute Swing Line Loans for all purposes hereunder, including, without
limitation, for purposes of the making of Refunded Swing Line Loans and the
purchase of participations therein by the Lenders in accordance with the terms
hereof.

            (b)     Mandatory Repayment of Swing Line Loans with Proceeds of
     Revolving Loans. With respect to any Swing Line Loans that have not been
     voluntarily prepaid by the Company pursuant to subsection 2.4B(i), the
     Swing Line Lender may, at any time in its sole and absolute discretion,
     deliver to the Administrative Agent (with a copy to the Company), no later
     than 10:00 A.M. (New York City time) one Business Day in advance of the
     proposed Funding Date, a notice requesting Revolving Lenders to make
     Revolving Loans that are Base Rate Loans on such Funding Date in an amount
     equal to the amount of such Swing Line Loans (the "Refunded Swing Line
     Loans") outstanding on the date such notice is given. The Company hereby
     authorizes the giving of any such notice and the making of any such
     Revolving Loans. Anything contained in this Agreement to the contrary
     notwithstanding, (1) the proceeds of such Revolving Loans made by Revolving
     Lenders other than the Swing Line Lender shall be immediately delivered by
     the Administrative Agent to the Swing Line Lender (and not to the Company)
     and applied to repay a corresponding portion of the Refunded Swing Line
     Loans and (2) on the day such Revolving Loans are made, the Swing Line
     Lender's Pro Rata Share of the Refunded Swing Line Loans shall

                                       42                       CREDIT AGREEMENT

<PAGE>

     be deemed to be paid with the proceeds of a Revolving Loan made by the
     Swing Line Lender, and such portion of the Swing Line Loans deemed to be so
     paid shall no longer be outstanding as Swing Line Loans and shall no longer
     be due under the Swing Line Note, if any, of the Swing Line Lender but
     shall instead constitute part of the Swing Line Lender's outstanding
     Revolving Loans and shall be due under the Revolving Note, if any, of the
     Swing Line Lender. The Company hereby authorizes the Administrative Agent
     and the Swing Line Lender to charge any accounts that the Administrative
     Agent and/or the Swing Line Lender may have in the Company's name (up to
     the amount available in each such account) in order to pay the Swing Line
     Lender immediately the amount of the Refunded Swing Line Loans to the
     extent that the proceeds of such Revolving Loans made by Revolving Lenders,
     including the Revolving Loan deemed to be made by the Swing Line Lender,
     are not sufficient to repay in full the Refunded Swing Line Loans. If any
     portion of any such amount paid (or deemed to be paid) to the Swing Line
     Lender should be recovered by or on behalf of the Company from the Swing
     Line Lender in any bankruptcy proceeding, in any assignment for the benefit
     of creditors or otherwise, the loss of the amount so recovered shall be
     ratably shared among all Lenders in the manner contemplated by subsection
     11.5.

            (c)     Swing Line Loan Participations. If for any reason (1)
     Revolving Loans are not made upon the request of the Swing Line Lender as
     provided in the immediately preceding paragraph in an amount sufficient to
     repay any amounts owed to the Swing Line Lender in respect of any
     outstanding Swing Line Loans or (2) the Revolving Loan Commitments are
     terminated at a time when any Swing Line Loans are outstanding, each
     Revolving Lender shall be deemed to, and hereby agrees to, have purchased a
     participation in each of such outstanding Swing Line Loans in an amount
     equal to its Pro Rata Share (calculated, in the case of the foregoing
     clause (2), immediately prior to such termination of the Revolving Loan
     Commitments) of the unpaid amount of such Swing Line Loans together with
     accrued interest thereon. Upon one Business Day's notice from the Swing
     Line Lender, each Revolving Lender shall deliver to the Swing Line Lender
     an amount equal to its respective participation in same day funds at the
     Funding and Payment Office. In order to evidence such participation further
     (and without prejudice to the effectiveness of the participation provisions
     set forth above), each Revolving Lender agrees to enter into a separate
     participation agreement at the request of the Swing Line Lender in form and
     substance reasonably satisfactory to the Swing Line Lender and such
     Revolving Lender. In the event any Revolving Lender fails to make available
     to the Swing Line Lender the amount of such Revolving Lender's
     participation as provided in this paragraph,the Swing Line Lender shall be
     entitled to recover such amount on demand from such Revolving Lender
     together with interest thereon at the federal funds rate for three Business
     Days and thereafter at the Base Rate. In the event that the Swing Line
     Lender receives a payment of any amount in which other Revolving Lenders
     have purchased participations as provided in this paragraph,

                                       43                       CREDIT AGREEMENT

<PAGE>

     the Swing Line Lender shall promptly distribute to each such other
     Revolving Lender its Pro Rata Share of such payment.

            (d)     Revolving Lenders' Obligations. Anything contained herein to
     the contrary notwithstanding, each Revolving Lender's obligation to make
     Revolving Loans for the purpose of repaying any Refunded Swing Line Loans
     pursuant to subsection 2.1A(ii)(b) and each Revolving Lender's obligation
     to purchase a participation of any unpaid Swing Line Loans pursuant to the
     immediately preceding paragraph shall be absolute and unconditional and
     shall not be affected by any circumstance, including (1) any set-off,
     counterclaim, recoupment, defense or other right that such Revolving Lender
     may have against the Swing Line Lender, the Company or any other Person for
     any reason whatsoever, (2) the occurrence or continuation of an Event of
     Default or a Potential Event of Default, (3) any adverse change in the
     business, operations, properties, assets, condition (financial or
     otherwise) or prospects of the Company or any of its Subsidiaries, (4) any
     breach of this Agreement or any other Loan Document by any party thereto,
     or (5) any other circumstance, happening or event whatsoever, whether or
     not similar to any of the foregoing; provided that such obligations of each
     Revolving Lender are subject to the condition that (x) the Swing Line
     Lender believed in good faith that all conditions under Section 4 to the
     making of the applicable Refunded Swing Line Loans or other unpaid Swing
     Line Loans, as the case may be, were satisfied at the time such Refunded
     Swing Line Loans or unpaid Swing Line Loans were made or (y) the
     satisfaction of any such condition not satisfied had been waived in
     accordance with subsection 11.6 prior to or at the time such Refunded Swing
     Line Loans or other unpaid Swing Line Loans were made.

     (iii)  Increases of the Revolving Loan Commitments. With the written
consent of the Administrative Agent, the Company may request in writing at any
time during the Revolving Loan Increase Period that the then effective aggregate
principal amount of Revolving Loan Commitments be increased; provided that (1)
the aggregate principal amount of the increase in Revolving Loan Commitments
pursuant to this subsection 2.1A(iii) shall not exceed $100,000,000, (2) the
Company may not make more than one request for such increase in Revolving Loan
Commitments, (3) no Event of Default or Potential Event of Default shall have
occurred and be continuing or shall occur as a result of such increase in
Revolving Loan Commitments, (4) prior to the date of such increase, each Lender
shall have received written notice from the Administrative Agent of the
aggregate principal amount of such increase and (5) the Company shall, and shall
cause its Subsidiaries to, execute and deliver such documents and instruments
and take such other actions (including, without limitation, obtaining
appropriate endorsements to title insurance policies) as may be reasonably
requested by the Administrative Agent in connection with such increase. Any
request under this subsection 2.1A(iii) shall be submitted by the Company to the
Administrative Agent (and the Administrative Agent shall forward copies to
Lenders), specify the proposed effective date and amount of such increase and be
accompanied by an Officer's Certificate of the Company stating that no

                                       44                       CREDIT AGREEMENT

<PAGE>

Event of Default or Potential Event of Default exists or will occur as a result
of such increase. The Company may also specify any fees offered to those Lenders
(the "Increasing Lenders") which agree to increase the principal amount of their
Revolving Loan Commitments, which fees may be variable based upon the amount by
which any such Lender is willing to increase the principal amount of its
Revolving Loan Commitment. No Lender shall have any obligation, express or
implied, to offer to increase the aggregate principal amount of its Revolving
Loan Commitment. Only the consent of each Increasing Lender and the
Administrative Agent shall be required for an increase in the aggregate
principal amount of Revolving Loan Commitments pursuant to this subsection
2.1A(iii). No Lender which elects not to increase the principal amount of its
Revolving Loan Commitment may be replaced in respect of its existing Revolving
Loan Commitment as a result thereof without such Lender's consent.

            Each Lender that desires to increase its Revolving Loan Commitment
(each a "Responding Lender") shall as soon as practicable specify the amount of
the proposed increase which it is willing to assume. If the total amount that
Responding Lenders are willing to increase their Revolving Loan Commitments
exceeds the amount of the requested increase, the Administrative Agent shall
allocate the proposed increase among the Responding Lenders ratably in
proportion to the amount that each Responding Lender specified that it was
willing to assume. If the total amount that the Responding Lenders are willing
to increase their Revolving Loan Commitments by is less than the amount of the
proposed increase, the Company may designate new lenders who qualify as Eligible
Assignees and who are reasonably acceptable to the Administrative Agent as
additional Lenders hereunder in accordance with this subsection 2.1A(iii) (each
such new lender being a "New Lender"), which New Lender may assume all or a
portion of the increase in the aggregate principal amount of the Revolving Loan
Commitments.

            Each New Lender designated by the Company and reasonably acceptable
to the Administrative Agent shall become an additional party hereto as a New
Lender concurrently with the effectiveness of the proposed increase in the
aggregate principal amount of the Revolving Loan Commitment, upon its execution
of New Lender Supplement in the form of Exhibit Q (and, in each case, otherwise
in form and substance reasonably satisfactory to the Administrative Agent) (the
"New Lender Supplement").

            Subject to the foregoing, any increase requested by the Company
shall be effective as of the date proposed by the Company and agreed to by the
Administrative Agent and shall be in the principal amount equal to (i) the
principal amount which Increasing Lenders are willing to assume as increases to
the principal amount of their Revolving Loan Commitment, plus (ii) the principal
amount offered by New Lenders with respect to Revolving Loan Commitments. Upon
effectiveness of any such increase, the Pro Rata Share of each Lender will be
adjusted to give effect to the increase in Revolving Loan Commitments. To the
extent that the adjustment of Pro Rata Shares results in loss or expenses to any
Lender as a result of the prepayment of any LIBOR Loan on a date other than the
scheduled last day of the applicable Interest Period, the Company shall be
jointly and severally responsible for such loss or expense pursuant to
subsection 2.6D.

                                       45                       CREDIT AGREEMENT

<PAGE>

            B.      Borrowing Mechanics. Revolving Loans made on any Funding
Date (other than Revolving Loans made pursuant to a request by Swing Line Lender
pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection
3.3B) shall be in an aggregate minimum amount of $3,000,000 and multiples of
$1,000,000 in excess of that amount; provided that Revolving Loans made on any
Funding Date as LIBOR Loans with a particular Interest Period shall be in an
aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of
that amount. Swing Line Loans made on any Funding Date shall be in an aggregate
minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount.
Whenever the Company desires that Lenders make Revolving Loans it shall deliver
to the Administrative Agent a duly executed Notice of Borrowing no later than
12:00 Noon (New York City time) at least three Business Days in advance of the
proposed Funding Date (in the case of LIBOR Loans) or at least one Business Day
in advance of the proposed Funding Date (in the case of Base Rate Loans).
Whenever the Company desires that Swing Line Lender make a Swing Line Loan, it
shall deliver to Swing Line Lender, with a copy to the Administrative Agent a
duly executed Notice of Borrowing no later than 12:00 Noon (New York City time)
on the proposed Funding Date. Revolving Loans may be continued as or converted
into Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2D.
In lieu of delivering a Notice of Borrowing, the Company may give the
Administrative Agent telephonic notice by the required time of any proposed
borrowing under this subsection 2.1B; provided that such notice shall be
promptly confirmed in writing by delivery of a duly executed Notice of Borrowing
to the Administrative Agent on or before the applicable Funding Date.

            Neither the Administrative Agent nor any Lender shall incur any
liability to the Company in acting upon any telephonic notice referred to above
that the Administrative Agent believes in good faith to have been given by an
Officer or other person authorized to borrow on behalf of the Company or for
otherwise acting in good faith under this subsection 2.1B or under subsection
2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation
of the applicable basis for determining the interest rate with respect to any
Loans pursuant to subsection 2.2D, in each case in accordance with this
Agreement, pursuant to any such telephonic notice the Company shall have
effected Loans or a conversion or continuation, as the case may be, hereunder.

            The Company shall notify the Administrative Agent prior to the
funding of any Loans in the event that any of the matters to which the Company
is required to certify in the applicable Notice of Borrowing is no longer true
and correct as of the applicable Funding Date, and the acceptance by the Company
of the proceeds of any Loans shall constitute a re-certification by the Company,
as of the applicable Funding Date, as to the matters to which the Company is
required to certify in the applicable Notice of Borrowing.

            Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion
to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof)
shall be irrevocable, and the Company shall be bound to make a borrowing or to
effect a conversion or continuation in accordance therewith.

            C.      Disbursement of Funds. All Revolving Loans shall be made by
Lenders simultaneously and proportionately to their respective Pro Rata Shares,
it being understood that

                                       46                       CREDIT AGREEMENT

<PAGE>

neither the Administrative Agent nor any Lender shall be responsible for any
default by any other Lender in that other Lender's obligation to make a Loan
requested hereunder nor shall the Commitment of any Lender to make the
particular type of Loan requested be increased or decreased as a result of a
default by any other Lender in that other Lender's obligation to make a Loan
requested hereunder. Promptly after receipt by the Administrative Agent of a
Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu
thereof), the Administrative Agent shall notify each Lender for that type of
Loan of the proposed borrowing. Each such Lender shall make the amount of its
Loan available to the Administrative Agent not later than 2:00 P.M. (New York
City time) on the applicable Funding Date, in same day funds in Dollars, at the
Funding and Payment Office. Except as provided in subsection 2.1A(ii) or
subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing
Line Loans or to reimburse any Issuing Lender for the amount of a drawing under
a Letter of Credit issued by it or any Designated Issuer and with respect to any
Swing Line Loans, upon satisfaction or waiver of the conditions precedent
specified in subsections 4.1 (in the case of the initial Loans) and 4.2 (in the
case of all Loans), the Administrative Agent shall make the proceeds of such
Loans available to the Company on the applicable Funding Date in same day funds
in Dollars equal to the proceeds of all such Loans received by the
Administrative Agent from Lenders. In the case of Swing Line Loans, upon
satisfaction or waiver of the conditions precedent specified in subsection 4.2,
Swing Line Lender shall make the amount of its Swing Line Loan available to the
Company promptly on the applicable Funding Date, in same day funds in Dollars
and pursuant to the instructions in the Notice of Borrowing for such Swing Line
Loan.

            Unless the Administrative Agent shall have been notified by any
Lender prior to a Funding Date for any Loans that such Lender does not intend to
make available to the Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on such
Funding Date and the Administrative Agent may, in its sole discretion, but shall
not be obligated to, make available to the Company a corresponding amount on
such Funding Date. If such corresponding amount is not in fact made available to
the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
together with interest thereon, for each day from such Funding Date until the
date such amount is paid to the Administrative Agent, at the federal funds rate
for three Business Days and thereafter at the Base Rate. If such Lender does not
pay such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Company and the
Company shall immediately pay such corresponding amount to the Administrative
Agent together with interest thereon, for each day from such Funding Date until
the date such amount is paid to the Administrative Agent, at the rate payable
under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall
be deemed to relieve any Lender from its obligation to fulfill its Commitments
hereunder or to prejudice any rights that the Company may have against any
Lender as a result of any default by such Lender hereunder.

            D.      The Register. The Administrative Agent, acting for these
purposes solely as an agent of the Company (it being acknowledged that the
Administrative Agent, in such capacity, and its officers, directors, employees,
agent and affiliates shall constitute Indemnitees

                                       47                       CREDIT AGREEMENT

<PAGE>

under subsection 11.3), shall maintain (and make available for inspection by the
Company and Lenders upon reasonable prior notice at reasonable times) at its
address referred to in subsection 11.8 a register for the recordation of, and
shall record, the names and addresses of Lenders and the Revolving Loan
Commitment, Swing Line Loan Commitment, Revolving Loans and Swing Line Loans of
each Lender from time to time (the "Register"). The Company, the Administrative
Agent and Lenders shall deem and treat the Persons listed as Lenders in the
Register as the holders and owners of the corresponding Commitments and Loans
listed therein for all purposes hereof; all amounts owed with respect to any
Commitment or Loan shall be owed to the Lender listed in the Register as the
owner thereof; and any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is listed in
the Register as a Lender shall be conclusive and binding on any subsequent
holder, assignee or transferee of the corresponding Commitments or Loans. Each
Lender shall record on its internal records (and make available for inspection
by the Administrative Agent upon reasonable prior notice) the amount of its
Loans and Commitments and each payment in respect hereof, and any such
recordation shall be conclusive and binding on the Company, absent manifest
error, subject to the entries in the Register, which shall, absent manifest
error, govern in the event of any inconsistency with any Lender's records.
Failure to make any recordation in the Register or in any Lender's records, or
any error in such recordation, shall not affect any Loans or Commitments or any
Obligations in respect of any Loans.

            E.      Notes. (i) The Company shall execute and deliver on the
Closing Date to each Revolving Lender signatory hereto a Revolving Note
substantially in the form of Exhibit D annexed hereto to evidence such Revolving
Lender's Revolving Loans, in the principal amount of that Lender's Revolving
Loan Commitment and with other appropriate insertions, and (ii) the Company
shall execute and deliver on the Closing Date to Swing Line Lender a Swing Line
Note substantially in the form of Exhibit E annexed hereto to evidence Swing
Line Lender's Swing Line Loans, in the principal amount of the Swing Line Loan
Commitment and with other appropriate insertions.

            If so requested by any Lender by written notice to the Company (with
a copy to the Administrative Agent) or at any time after the Closing Date, the
Company shall execute and deliver to such Lender (and/or, if applicable and if
so specified in such notice, to any Person who is an assignee of such Lender
pursuant to subsection 11.1), promptly after the Company's receipt of such
notice), a promissory note or promissory notes to evidence such Lender's
Revolving Loans or Swing Line Loans, as the case may be, substantially in the
form of Exhibit D or Exhibit E annexed hereto, as appropriate, with appropriate
insertions.

     2.2    Interest on the Loans.
            ---------------------

            A.      Rate of Interest. Subject to the provisions of subsections
2.6 and 2.7, each Revolving Loan (other than a Special Revolving Loan) shall
bear interest on the unpaid principal amount thereof from the date made through
maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate or the Adjusted LIBOR. Subject to the provisions of
subsection 2.7, each Swing Line Loan and each Special Revolving Loan shall bear
interest on the unpaid principal amount thereof from the date made through
maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate. The

                                       48                       CREDIT AGREEMENT

<PAGE>

applicable basis for determining the rate of interest with respect to any
Revolving Loan shall be selected by the Company initially at the time a Notice
of Borrowing is given with respect to such Loan pursuant to subsection 2.1B, and
the basis for determining the interest rate with respect to any Revolving Loan
may be changed from time to time pursuant to subsection 2.2D. If on any day a
Revolving Loan is outstanding with respect to which notice has not been
delivered to the Administrative Agent in accordance with the terms of this
Agreement specifying the applicable basis for determining the rate of interest,
then for that day that Loan shall bear interest determined by reference to the
Base Rate.

            (i)     Subject to the provisions of subsections 2.2E, 2.2G and 2.7,
     the Revolving Loans shall bear interest through maturity as follows:

                    (a)  if a Base Rate Loan, then at the sum of the Base Rate
            plus the Base Rate Margin set forth in the table below opposite the
            Monthly Average Facility Availability for the last month in the
            Fiscal Quarter for which the applicable Pricing Certificate has been
            delivered pursuant to subsection 6.1(vi); or

                    (b)  if a LIBOR Loan, then at the sum of the Adjusted LIBOR
            plus the LIBOR Margin set forth in the table below opposite the
            Monthly Average Facility Availability for the last month in the
            Fiscal Quarter for which the applicable Pricing Certificate has been
            delivered pursuant to subsection 6.1(vi):

===============================================================================
  Monthly Average Facility Availability    Base Rate Margin     LIBOR Margin
===============================================================================
Less than                  $  100,000,000              1.75%               2.75%
-------------------------------------------------------------------------------
Greater than or equal to   $  100,000,000
but less than              $  225,000,000              1.50%               2.50%
-------------------------------------------------------------------------------
Greater than or equal to   $  225,000,000              1.25%               2.25%
===============================================================================

     provided that, until the delivery of the Pricing Certificate for the first
     Fiscal Quarter ending on or after the six-month anniversary of the Closing
     Date, the applicable margin for Revolving Loans that are Base Rate Loans
     shall be 1.25% per annum and for Revolving Loans that are LIBOR Loans shall
     be 2.25% per annum; provided, further that the LIBOR Margins and Base Rate
     Margins set forth in this subsection 2.2A(i) shall be increased by 0.50%
     for any Discretionary Swing Line Loans or any Special Revolving Loans.

            (ii)    Upon delivery of the Pricing Certificate by the Company to
     the Administrative Agent pursuant to subsection 6.1(vi), the Base Rate
     Margin and the LIBOR Margin shall automatically be adjusted in accordance
     with such Pricing
                                       49                       CREDIT AGREEMENT

<PAGE>

     Certificate, such adjustment to become effective on the next succeeding
     Business Day following the receipt by the Administrative Agent of such
     Pricing Certificate (subject to the provisions of the foregoing clause
     (i)), provided that, if at any time a Pricing Certificate is not delivered
     at the time required pursuant to subsection 6.1(vi), from the time such
     Pricing Certificate was required to be delivered until delivery of such
     Pricing Certificate, the applicable margins shall be the maximum percentage
     amount for the relevant Loan set forth above.

            (iii)   Subject to the provisions of subsections 2.2E, 2.2G and 2.7,
     and the proviso in clause (i) of this subsection 2.2A, the Swing Line Loans
     shall bear interest through maturity at the sum of the Base Rate plus the
     applicable Base Rate Margin for Revolving Loans.

            B.      Interest Periods. In connection with each LIBOR Loan, the
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"Interest Period") to be applicable to such Loan, which Interest Period shall
be, at the Company's option, either a one, two, three, or six month period, or,
if deposits in the London interbank market are generally available to the
Lenders for such period (as determined by each Lender) a nine or twelve month
period; provided that:

            (i)     the initial Interest Period for any LIBOR Loan shall
     commence on the Funding Date in respect of such Loan, in the case of a Loan
     initially made as a LIBOR Loan, or on the date specified in the applicable
     Notice of Conversion/Continuation, in the case of a Loan converted to a
     LIBOR Loan;

            (ii)    in the case of immediately successive Interest Periods
     applicable to a LIBOR Loan continued as such pursuant to a Notice of
     Conversion/Continuation, each successive Interest Period shall commence on
     the day on which the next preceding Interest Period expires;

            (iii)   if an Interest Period would otherwise expire on a day that
     is not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day; provided that if any Interest Period would
     otherwise expire on a day that 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;

            (iv)    any Interest Period that begins on the last Business Day of
     a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (v) of this subsection 2.2B, end on the last
     Business Day of a calendar month;

            (v)     no Interest Period with respect to any portion of the
     Revolving Loans shall extend beyond the Revolving Loan Commitment
     Termination Date;

                                       50                       CREDIT AGREEMENT

<PAGE>

            (vi)    there shall be no more than ten Interest Periods outstanding
     at any time; and

            (vii)   in the event that the Company fails to specify an Interest
     Period for any LIBOR Loan in the applicable Notice of Borrowing or Notice
     of Conversion/Continuation, the Company shall be deemed to have selected an
     Interest Period of one month.

            C.      Interest Payments. Subject to the provisions of subsection
2.2E, interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment or unscheduled
repayment of that Loan (to the extent accrued on the amount being prepaid or
repaid) and at maturity (including final maturity); provided that in the event
any Swing Line Loans or any Revolving Loans that are Base Rate Loans are prepaid
pursuant to subsection 2.4A(i), interest accrued on such Loans through the date
of such prepayment shall be payable on the next succeeding Interest Payment Date
applicable to Base Rate Loans (or, if earlier, at final maturity).

            D.      Conversion or Continuation. Subject to the provisions of
subsection 2.6, the Company shall have the option (i) to convert at any time all
or any part of its outstanding Revolving Loans equal to $5,000,000 and multiples
of $1,000,000 in excess of that amount from Base Rate Loans to LIBOR Loans, (ii)
upon the expiration of any Interest Period applicable to a LIBOR Loan, to
convert all or any part of its outstanding Revolving Loans from LIBOR Loans to
Base Rate Loans, or (iii) upon the expiration of any Interest Period applicable
to a LIBOR Loan, to continue all or any portion of such Loan equal to $5,000,000
and multiples of $1,000,000 in excess of that amount as a LIBOR Loan; provided,
however, that a LIBOR Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto; provided, further,
that Special Revolving Loans may not be converted into LIBOR Loans.

            The Company shall deliver a duly executed Notice of
Conversion/Continuation to the Administrative Agent no later than 12:00 Noon
(New York City time) at least one Business Day in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Loan) and at least
three Business Days in advance of the proposed conversion/continuation date (in
the case of a conversion to, or a continuation of, a LIBOR Loan). In lieu of
delivering a Notice of Conversion/Continuation, the Company may give the
Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; provided that such notice
shall be promptly confirmed in writing by delivery of a duly executed Notice of
Conversion/Continuation to the Administrative Agent on or before the proposed
conversion/continuation date. Upon receipt of written or telephonic notice of
any proposed conversion/continuation under this subsection 2.2D, the
Administrative Agent shall promptly notify each Lender of the Loan subject to
the Notice of Conversion/Continuation.

            E.      Default Rate. Upon the occurrence and during the
continuation of any Event of Default, the outstanding principal amount of all
Loans (including, without limitation, LIBOR Loans) and, to the extent permitted
by applicable law, any interest payments thereon not paid when due and any fees
(other than fees payable under subsection 3.2) and other amounts

                                       51                       CREDIT AGREEMENT

<PAGE>

then due and payable hereunder, shall thereafter bear interest (including
post-petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable upon demand at a rate that is 2% per annum
in excess of the interest rate otherwise payable under this Agreement with
respect to the applicable Loans (or, in the case of any such fees (other than
fees payable under subsection 3.2) and other amounts not paid when due, at a
rate that is 2% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans); provided that LIBOR Loans shall bear
interest payable upon demand at a rate that is 2% per annum in excess of the
interest rate otherwise payable under this Agreement with respect to such Loans
until the expiration of the Interest Period in effect at the time any such
increase in interest rate is effective, at which time such LIBOR Loans shall
thereupon become Base Rate Loans and shall thereafter bear interest payable upon
demand at a rate that is 2% per annum in excess of the interest rate otherwise
payable under this Agreement for Base Rate Loans; and provided further, that
fees payable under subsection 2.3A, 3.2(i)(a) or 3.2(i)(b) shall accrue at a
rate that is 2% per annum in excess of the rate at which such fees would
otherwise accrue, and fees payable under subsection 3.2(i)(b) or 3.2(ii)(b)
shall accrue at a rate that is 2% per annum in excess of the applicable LIBOR
Margin otherwise payable under this Agreement for Revolving Loans. Payment or
acceptance of the increased rates of interest provided for in this subsection
2.2E is not a permitted alternative to timely payment and shall not constitute a
waiver of any Event of Default or otherwise prejudice or limit any rights or
remedies of the Administrative Agent or any Lender.

            F.      Computation of Interest. Interest on the Loans shall be
computed (i) in the case of Base Rate Loans, on the basis of a 365-day or
366-day year, as the case may be, and (ii) in the case of LIBOR Loans, on the
basis of a 360-day year, in each case for the actual number of days elapsed in
the period during which it accrues. In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a LIBOR
Loan, the date of conversion of such LIBOR Loan to such Base Rate Loan, as the
case may be, shall be included, and the date of payment of such Loan or the
expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a LIBOR Loan, the date of conversion of
such Base Rate Loan to such LIBOR Loan, as the case may be, shall be excluded;
provided that if a Loan is repaid on the same day on which it is made, one day's
interest shall be paid on that Loan.

            G.      Maximum Rate. Notwithstanding the foregoing provisions of
this subsection 2.2, in no event shall the rate of interest payable by the
Company with respect to any Loan exceed the maximum rate of interest permitted
to be charged under applicable law.

     2.3    Fees.
            ----

            A.      Commitment Fees. The Company agrees to pay to the
Administrative Agent, for distribution to each Revolving Lender in proportion to
that Revolving Lender's Pro Rata Share, commitment fees for the period from and
including the Closing Date to but excluding the Revolving Loan Commitment
Termination Date in an amount equal to the product of (i) the average of the
daily excess of (x) the sum of the Revolving Loan Commitments over (y) the sum
of (I) the aggregate principal amount of outstanding Revolving Loans (but not
any

                                       52                       CREDIT AGREEMENT

<PAGE>

outstanding Swing Line Loans) and (II) the Letter of Credit Usage multiplied by
(ii) a rate per annum equal to the percentage set forth in the table below
opposite the Quarterly Average Facility Usage Percentage for the Fiscal Quarter
for which the applicable Pricing Certificate has been delivered pursuant to
subsection 6.1(vi):

================================================================================
            Quarterly Average                           Commitment
        Facility Usage Percentage                     Fee Percentage
================================================================================
Less than 33 1/3%                                                          0.75%
--------------------------------------------------------------------------------
Greater than or equal to 33 1/3%
but less than 66 2/3%                                                      0.50%
--------------------------------------------------------------------------------
Greater than or equal to 66 2/3%                                          0.375%
================================================================================

such commitment fees to be calculated on the basis of a 360-day year and the
actual number of days elapsed and to be payable quarterly in arrears on the last
Business Day of March, June, September and December of each year, commencing on
the first such date to occur after the Closing Date, and on the Revolving Loan
Commitment Termination Date; provided that until the delivery of the Pricing
Certificate for the first Fiscal Quarter ending on or after the six-month
anniversary of the Closing Date, the applicable commitment fee percentage shall
be 0.75% per annum. Upon the delivery of such Pricing Certificate by the Company
to the Administrative Agent pursuant to subsection 6.1(iv), the applicable
commitment fee percentage shall automatically be adjusted in accordance with
such Pricing Certificate, such adjustment to become effective on the next
succeeding Business Day following the receipt by the Administrative Agent of
such Pricing Certificate; provided that, if at any time a Pricing Certificate is
not delivered at the time required pursuant to subsection 6.1(iv), from the time
such Pricing Certificate was required to be delivered until delivery of such
Pricing Certificate, the applicable commitment fee percentage shall be the
maximum percentage amount set forth above.

            B.      Other Fees. The Company agrees to pay to the Administrative
Agent, the Collateral Agent and the Lead Arranger such fees in the amounts and
at the times separately agreed upon between the Company and the Administrative
Agent, the Collateral Agent or the Lead Arranger.

                                       53                       CREDIT AGREEMENT

<PAGE>

     2.4    Repayments, Prepayments, and Reductions in Revolving Loan
            ----------------------------------------------------------
            Commitments; General Provisions Regarding Payments; Application of
            ------------------------------------------------------------------
            Proceeds of Collateral and Payments Under Guaranties.
            ----------------------------------------------------

            A.      Voluntary   Prepayments  and  Reductions  in  Revolving
Loan Commitments; Mandatory Unscheduled Repayments.

            (i)     Voluntary Prepayments. The Company may, upon written or
     telephonic notice to the Administrative Agent on or prior to 12:00 Noon
     (New York City time) on the date of prepayment, which notice, if
     telephonic, shall be promptly confirmed in writing, at any time and from
     time to time prepay any Swing Line Loan on any Business Day in whole or in
     part in an aggregate minimum amount of $500,000 and multiples of $100,000
     in excess of that amount. The Company may, upon not less than one Business
     Day's prior written or telephonic notice, in the case of Base Rate Loans,
     and three Business Days' prior written or telephonic notice, in the case of
     LIBOR Loans, in each case given to the Administrative Agent by 12:00 Noon
     (New York City time) on the date required and, if given by telephone,
     promptly confirmed in writing to the Administrative Agent who shall
     promptly notify each Lender for the Loans to be prepaid), at any time and
     from time to time prepay any Revolving Loans on any Business Day in whole
     or in part in an aggregate minimum amount of (a) $3,000,000 and multiples
     of $1,000,000 in excess of that amount in the case of Base Rate Loans, and
     (b) $5,000,000 and multiples of $1,000,000 in excess of that amount in the
     case of LIBOR Loans; provided, however, that a LIBOR Loan may only be
     prepaid on the expiration of the Interest Period applicable thereto unless
     all amounts required to be paid under subsection 2.6D are paid
     simultaneously with the prepayment of such LIBOR Loans (or, if such amounts
     have not been determined by the time of such prepayment, promptly on demand
     therefor in accordance with subsection 2.8A by the Lenders entitled to such
     compensation). Notice of prepayment having been given as aforesaid shall be
     irrevocable and the principal amount of the Loans specified in such notice
     shall become due and payable on the prepayment date specified therein. Any
     such voluntary prepayment shall be applied as specified in subsection
     2.4A(iv).

            (ii)    Voluntary Reductions of Revolving Loan Commitments. The
     Company may, upon no fewer than three Business Days' prior written or
     telephonic notice confirmed in writing to the Administrative Agent, who
     shall promptly notify each Revolving Lender of such notice, at any time and
     from time to time either (a) terminate the Revolving Loan Commitments in
     whole or (b) permanently reduce the Revolving Loan Commitments in part,
     without premium or penalty, in an amount up to the amount by which the
     Revolving Loan Commitments exceed the greater of (1) the Total Utilization
     of Revolving Loan Commitments at the time of such proposed reduction or (2)
     $200,000,000; provided that any such partial reduction of the Revolving
     Loan Commitments shall be in an aggregate minimum amount of $10,000,000 and
     multiples of $5,000,000 in excess of that amount. The Company's notice to
     the Administrative Agent shall designate the date (which shall be a
     Business Day) of such termination or reduction and the amount of any
     partial reduction, and such termination or reduction of the Revolving Loan
     Commitments shall be effective on the date specified in the Company's

                                       54                       CREDIT AGREEMENT

<PAGE>

     notice and shall reduce the Revolving Loan Commitment of each Revolving
     Lender proportionately to its Pro Rata Share. Any such voluntary reduction
     of the Revolving Loan Commitments shall be applied as specified in
     subsection 2.4A(iv).

            (iii)   Mandatory Repayments. The Loans shall be repaid in the
     amounts and under the circumstances set forth below, all such repayments to
     be applied as set forth below or as more specifically provided in
     subsection 2.4A(iv); provided, however, that no such repayments under
     subsections 2.4A(iii)(a)-(f) shall be required unless, at the time when
     such repayment would otherwise be required but for this proviso, the Cash
     Management System has been activated pursuant to subsection 6.9B with
     respect to any Deposit Account and has not been de-activated pursuant to
     such subsection with respect to all such Deposit Accounts:

                    (a)  Repayments From Net Asset Sale Proceeds. No later than
            the date of receipt by Holdings or any of its Domestic Subsidiaries
            of any Net Asset Sale Proceeds in respect of any Asset Sale, the
            Company shall either (1) repay the Loans in an aggregate amount
            equal to such Net Asset Sale Proceeds or (2) (x) so long as no
            Potential Event of Default or Event of Default shall have occurred
            and be continuing, (y) so long as such Net Asset Sale Proceeds are
            not derived from bulk sales of Inventory by the Company or any of
            its Domestic Subsidiaries, and (z) to the extent that aggregate Net
            Asset Sale Proceeds from the Closing Date through the date of
            determination do not exceed $100,000,000, deliver to the
            Administrative Agent an Officer's Certificate setting forth (I) that
            portion of such Net Asset Sale Proceeds that the Company or such
            Domestic Subsidiary intends to reinvest in equipment or other
            productive assets of the general type used in the business of the
            Company and its Subsidiaries within 180 days of such date of receipt
            and (II) the proposed use of such portion of the Net Asset Sale
            Proceeds and such other information with respect to such
            reinvestment as the Administrative Agent may reasonably request, and
            the Company shall, or shall cause such Domestic Subsidiary or one or
            more of the Subsidiary Guarantors to, apply such portion promptly
            and diligently (and, in any event, within such 180-day period) to
            such reinvestment purposes. In addition, the Company shall, no later
            than 180 days after receipt of such Net Asset Sale Proceeds that
            have not theretofore been applied to the Obligations or that have
            not been so reinvested as provided above, make an additional
            repayment of the Loans in the full amount of all such Net Asset Sale
            Proceeds.

                    (b)  Repayments from Net Insurance/Condemnation Proceeds. No
            later than the first Business Day following the date of receipt by
            the Collateral Agent or by Holdings or any of its Domestic
            Subsidiaries of any Net Insurance/Condemnation Proceeds that are
            required to be applied to repay the Loans pursuant to the provisions
            of subsection 6.4C, the Company shall repay the Loans in an
            aggregate amount equal to the amount of such Net
            Insurance/Condemnation Proceeds.

                                       55                       CREDIT AGREEMENT

<PAGE>

                    (c)  Repayments Due to Issuance of Equity Securities. On the
            date of receipt of the Net Securities Proceeds from the issuance of
            any Capital Stock of Holdings or any of its Subsidiaries or from any
            capital contribution to Holdings or any of its Subsidiaries after
            the Closing Date, the Company shall repay the Loans in an aggregate
            amount equal to 50% of such Net Securities Proceeds.

                    (d)  Repayments Due to Issuance of Indebtedness. On the date
            of receipt of the Net Securities Proceeds from the issuance of any
            Indebtedness of Holdings or any of its Subsidiaries after the
            Closing Date, other than Indebtedness permitted pursuant to
            subsection 7.1(i)-(viii), (x), or (xi), the Company shall repay the
            Loans in an aggregate amount equal to 50% of such Net Securities
            Proceeds.

                    (e)  Calculations of Net Proceeds Amounts; Additional
            Repayments Based on Subsequent Calculations. Concurrently with any
            repayment of the Loans pursuant to subsections 2.4A(iii)(a)-(d), the
            Company shall deliver to the Administrative Agent an Officer's
            Certificate demonstrating the calculation of the amount of the
            applicable Net Asset Sale Proceeds, Net Insurance/Condemnation
            Proceeds or Net Securities Proceeds, as the case may be, that gave
            rise to such repayment. In the event that the Company shall
            subsequently determine that the actual amount was greater than the
            amount set forth in such Officer's Certificate, the Company shall
            promptly make an additional repayment of the Loans in an amount
            equal to the amount of such excess, and the Company shall
            concurrently therewith deliver to the Administrative Agent an
            Officer's Certificate demonstrating the derivation of the additional
            amount resulting in such excess. Nothing in subsections
            2.4A(iii)(a)-(d) shall be construed to constitute the Administrative
            Agent's or any Lender's consent to any transaction that is not
            permitted by other provisions of this Agreement.

                    (f)  Repayments Pursuant to Cash Management System. The
            Company shall repay the Loans on each Business Day in an aggregate
            amount equal to the Cash Balance of each Deposit Account (if any)
            with respect to which the Cash Management System has been activated
            pursuant to subsection 6.9 and not de-activated pursuant to such
            subsection.

                    (g)  Repayments Due to Reductions or Restrictions of
            Revolving Loan Commitments.

                         (1)  The Company shall from time to time repay first
                    the Swing Line Loans and second the Revolving Loans to the
                    extent necessary so that the Total Utilization of Revolving
                    Loan Commitments shall not at any time exceed the Revolving
                    Loan Commitments;

                         (2)  the Company shall from time to time repay first
                    the Discretionary Swing Line Loans and second the Special
                    Revolving Loans to the extent necessary so that the Total
                    Utilization of Revolving Loan

                                       56                       CREDIT AGREEMENT

<PAGE>

                    Commitments shall not at any time exceed the Maximum
                    Discretionary Borrowing Base Amount; and

                         (3)  the Company shall from time to time repay first
                    the Swing Line Loans (other than any Discretionary Swing
                    Line Loans) and second the Revolving Loans (other than any
                    Special Revolving Loans) in an amount necessary so that (x)
                    the Total Utilization of Revolving Loan Commitments, minus
                    the aggregate principal amount of outstanding Discretionary
                    Swing Line Loans and Special Revolving Loans, shall not at
                    any time exceed (y) the Borrowing Base.

                    (h)  Repayments of Discretionary Swing Line Loans and
            Special Revolving Loans. Within thirty days after the date when any
            Discretionary Swing Line Loan is made, the Company shall repay such
            Discretionary Swing Line Loan and all Special Revolving Loans that
            were made to repay such Discretionary Swing Line Loan.

            (iv)    Application of Prepayments and Unscheduled Repayments.

                    (a)  Application of Voluntary Prepayments by Type of Loans
            and Order of Maturity. Any voluntary prepayments pursuant to
            subsection 2.4A(i) shall be applied first to repay any outstanding
            Discretionary Swing Line Loans to the full extent thereof, second to
            repay any outstanding Special Revolving Loans to the full extent
            thereof, third to repay any remaining outstanding Swing Line Loans
            to the full extent thereof, and fourth to repay any remaining
            outstanding Revolving Loans to the full extent thereof.

                    (b)  Application of Mandatory Repayments by Type of Loans.
            Except as provided in subsection 2.4C, any amount required to be
            applied as a mandatory repayment of the Loans pursuant to
            subsections 2.4A(iii)(a)-(g) shall be applied first to repay any
            outstanding Discretionary Swing Line Loans to the full extent
            thereof, second to repay any outstanding Special Revolving Loans to
            the full extent thereof, third to repay any remaining outstanding
            Swing Line Loans to the full extent thereof, fourth, to repay any
            remaining outstanding Revolving Loans to the full extent thereof.

                    (c)  Application of Prepayments and Repayments to Base Rate
            Loans and LIBOR Loans. Considering Revolving Loans being prepaid
            separately, any prepayment or unscheduled repayment thereof shall be
            applied first to Base Rate Loans to the full extent thereof before
            application to LIBOR Loans, in each case in a manner that minimizes
            the amount of any payments required to be made by the Company
            pursuant to subsection 2.6D.

                                       57                       CREDIT AGREEMENT

<PAGE>

            B.      General Provisions Regarding Payments.

            (i)     Manner and Time of Payment. All payments by the Company of
     principal, interest, fees and other Obligations shall be made in Dollars in
     same day funds, without defense, setoff or counterclaim, free of any
     restriction or condition, and delivered to the Administrative Agent not
     later than 12:00 Noon (New York City time) on the date due at the Funding
     and Payment Office for the account of Lenders; funds received by the
     Administrative Agent after that time on such due date shall be deemed to
     have been paid by the Company on the next succeeding Business Day. The
     Company hereby authorizes the Administrative Agent to charge any accounts
     that the Administrative Agent may have in the Company's name in order to
     cause timely payment to be made to the Administrative Agent of all
     principal, interest, fees and expenses due hereunder (subject to sufficient
     funds being available in its accounts for that purpose).

            (ii)    Application of Payments to Principal and Interest. Except as
     provided in subsection 2.2C, all payments in respect of the principal
     amount of any Loan shall include payment of accrued interest on the
     principal amount being repaid or prepaid, and all such payments (and, in
     any event, any payments in respect of any Loan on a date when interest is
     due and payable with respect to such Loan) shall be applied to the payment
     of interest before application to principal.

            (iii)   Apportionment of Payments. Aggregate principal and interest
     payments in respect of Revolving Loans shall be apportioned among all
     outstanding Loans to which such payments relate, in each case
     proportionately to Lenders' respective Pro Rata Shares. The Administrative
     Agent shall promptly distribute to each Lender its Pro Rata Share of all
     such payments received by the Administrative Agent and the commitment fees
     of such Lender, if any, when received by the Administrative Agent pursuant
     to subsection 2.3. Notwithstanding the foregoing provisions of this
     subsection 2.4B(iii), if, pursuant to the provisions of subsection 2.6C,
     any Notice of Conversion/Continuation is withdrawn as to any Affected
     Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro
     Rata Share of any LIBOR Loans, the Administrative Agent shall give effect
     thereto in apportioning payments received thereafter.

            (iv)    Payments on Business Days. Except as otherwise provided in
     this Agreement, whenever any payment to be made hereunder shall be stated
     to be due on a day that is not a Business Day, such payment shall be made
     on the next succeeding Business Day and such extension of time shall be
     included in the computation of the payment of interest hereunder or of the
     commitment fees hereunder, as the case may be.

            C.      Application of Proceeds of Collateral and Payments after
Event of Default.

            Upon termination of the Revolving Loan Commitments or upon the
occurrence and during the continuation of an Event of Default, if requested by
Requisite Lenders, (a) all payments received on account of the Obligations,
whether from the Company, from Holdings or any Subsidiary Guarantor or
otherwise, shall be applied by the Collateral Agent and the

                                       58                       CREDIT AGREEMENT

<PAGE>

Administrative Agent against the Obligations and (b) all proceeds received by
the Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral under any Collateral Document
may, in the discretion of the Collateral Agent, be held by the Collateral Agent
as Collateral for, and/or (then or at any time thereafter) applied in full or in
part by the Collateral Agent against, the applicable Secured Obligations (as
defined in such Collateral Document), in each case in the following order of
priority:

            (i)     to the payment of all costs and expenses of such sale,
     collection or other realization, all other expenses, liabilities and
     advances made or incurred by the Collateral Agent or the Administrative
     Agent in connection therewith, and all amounts for which the Collateral
     Agent or the Administrative Agent is entitled to compensation (including
     the fees described in subsection 2.3B), reimbursement and indemnification
     under any Loan Document and all advances made by the Collateral Agent or
     the Administrative Agent thereunder for the account of the applicable Loan
     Party, and to the payment of all costs and expenses paid or incurred by the
     Collateral Agent or the Administrative Agent in connection with the Loan
     Documents, all in accordance with subsections 10.4, 11.2 and 11.3 and the
     other terms of this Agreement and the Loan Documents;

            (ii)    thereafter, to the payment of accrued fees described in
     subsection 2.3A or subsection 3.2 and accrued interest, in each case for
     the ratable benefit of the Lenders to whom such fees and interest are owed;

            (iii)   thereafter, to the payment of the principal amount of Swing
     Line Loans and the cash collateralization of Letters of Credit pursuant to
     subsection 3.6 or Section 8 until all Letter of Credit Obligations have
     been fully cash collateralized in the manner set forth in subsection 3.6,
     in each case for the ratable benefit of the Swing Line Lender and the
     Issuing Lenders;

            (iv)    thereafter, to the payment of the principal amount of
     Revolving Loans for the ratable benefit of the Revolving Lenders;

            (v)     thereafter, to the payment of all other Obligations for the
     ratable benefit of the holders thereof (subject to the provisions of
     subsection 2.4B(ii) hereof); and

            (vi)    thereafter, to the payment to or upon the order of such Loan
     Party or to whomsoever may be lawfully entitled to receive the same or as a
     court of competent jurisdiction may direct.

     2.5    Use of Proceeds.
            ---------------

            A.      Revolving Loans; Swing Line Loans. The proceeds of any
Revolving Loans and any Swing Line Loans (including, without limitation, any
Discretionary Swing Line Loans) shall be applied by the Company for working
capital and other general corporate purposes, which may include the making of
intercompany loans to any of the Company's wholly-owned Subsidiary Guarantors,
in accordance with subsection 7.1(v), for their own general corporate purposes.

                                       59                       CREDIT AGREEMENT

<PAGE>

            B.      Margin Regulations. No portion of the proceeds of any
borrowing under this Agreement shall be used by the Company or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T, or Regulation X of the
Board of Governors of the Federal Reserve System or any other regulation of such
Board or to violate the Exchange Act, in each case as in effect on the date or
dates of such borrowing and such use of proceeds.

     2.6    Special Provisions Governing LIBOR Loans.
            ----------------------------------------

            Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to LIBOR Loans as
to the matters covered:

            A.      Determination of Applicable Interest Rate. As soon as
practicable on each Interest Rate Determination Date, the Administrative Agent
shall determine (which determination shall, absent manifest error, be conclusive
and binding upon all parties) the interest rate that shall apply to the LIBOR
Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to the Company and each Lender.

            B.      Inability to Determine Applicable Interest Rate. In the
event that the Administrative Agent shall have determined (which determination
shall be conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date that by reason of circumstances affecting the London
interbank market adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of Adjusted LIBOR, the Administrative Agent shall on such date give
notice (by telefacsimile or by telephone confirmed in writing) to the Company
and each Lender of such determination, whereupon (i) no Loans may be made as, or
converted to, LIBOR Loans until such time as the Administrative Agent notifies
the Company and Lenders that the circumstances giving rise to such notice no
longer exist and (ii) any Notice of Borrowing or Notice of
Conversion/Continuation given by the Company with respect to the Loans in
respect of which such determination was made shall be deemed to be for a Base
Rate Loan.

            C.      Illegality or Impracticability of LIBOR Loans. In the event
that on any date any Lender shall have determined (which determination shall be
conclusive and binding upon all parties hereto but shall be made only after
consultation with the Company and the Administrative Agent) that the making,
maintaining or continuation of its LIBOR Loans (i) has become unlawful as a
result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the London interbank market or the position of
such Lender in that market, then, and in any such event, such Lender shall be an
"Affected Lender" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to the Company and the Administrative Agent of
such determination (which notice the Administrative Agent shall promptly
transmit to each other Lender). Thereafter (a) the

                                       60                       CREDIT AGREEMENT

<PAGE>

obligation of the Affected Lender to make Loans as, or to convert Loans to,
LIBOR Loans shall be suspended until such notice shall be withdrawn by the
Affected Lender, (b) to the extent that such determination by the Affected
Lender relates to a LIBOR Loan then being requested by the Company pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender
shall make such Loan as (or convert such Loan to, as the case may be) a Base
Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding
LIBOR Loans (the "Affected Loans") shall be terminated at the earlier to occur
of the expiration of the Interest Period then in effect with respect to the
Affected Loans or when required by law, and (d) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent that a determination by an Affected
Lender as described above relates to a LIBOR Loan then being requested by the
Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to the Administrative Agent of such
rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission the Administrative
Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this subsection 2.6C shall affect the
obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, LIBOR Loans in accordance with the terms of this
Agreement.

            D.      Compensation For Breakage or Non-Commencement of Interest
Periods. The Company shall compensate each Lender, upon written request by that
Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its LIBOR Loans and any loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain (but excluding loss
of anticipated LIBOR Margin that would have accrued over the remaining portion
of the applicable Interest Period): (i) if for any reason (other than a default
by that Lender) a borrowing of any LIBOR Loan does not occur on a date specified
therefor in a Notice of Borrowing or a telephonic request therefor, or a
conversion to or continuation of any LIBOR Loan does not occur on a date
specified therefor in a Notice of Conversion/Continuation or a telephonic
request therefor, (ii) if any prepayment or other principal payment or any
conversion of any of its LIBOR Loans (including any prepayment, repayment, or
conversion occasioned by the circumstances described in subsection 2.6C) occurs
on a date prior to the last day of an Interest Period applicable to that Loan,
(iii) if any prepayment or unscheduled repayment of any of its LIBOR Loans is
not made on any date specified in a notice of prepayment or repayment given by
the Company, or (iv) as a consequence of any other default by the Company in the
repayment of its LIBOR Loans when required by the terms of this Agreement.

            E.      Booking of LIBOR Loans. Any Lender may make, carry or
transfer LIBOR Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender.

            F.      Assumptions Concerning Funding of LIBOR Loans. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made

                                       61                       CREDIT AGREEMENT

<PAGE>

as though that Lender had funded each of its LIBOR Loans through the purchase of
a U.S. dollar deposit bearing interest at the rate obtained pursuant to clause
(i) of the definition of Adjusted LIBOR in an amount equal to the amount of such
LIBOR Loan and having a maturity comparable to the relevant Interest Period,
whether or not its LIBOR Loans had been funded in such manner.

            G.      LIBOR Loans After Default. After the occurrence of and
during the continuation of a Potential Event of Default or an Event of Default,
(i) the Company may not have a Loan be made or maintained as, or converted to, a
LIBOR Loan after the expiration of any Interest Period then in effect for that
Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of
Borrowing or Notice of Conversion/Continuation given by the Company with respect
to a requested borrowing or conversion/continuation that has not yet occurred
shall be deemed to be for a Base Rate Loan or, if the conditions to making a
Loan set forth in subsection 4.2 cannot then be satisfied, to be rescinded by
the Company.

     2.7    Increased Costs; Taxes; Capital Adequacy.
            ----------------------------------------

            A.      Compensation for Increased Costs. Subject to the provisions
of subsection 2.7B (which shall be controlling with respect to the matters
covered thereby), in the event that any Lender (including any Issuing Lender)
shall determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or other Government Authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other Government Authority (whether or not having the force of
law):

            (i)     subjects such Lender to any additional Tax with respect to
     this Agreement or any of its obligations hereunder (including with respect
     to issuing, maintaining, or guaranteeing any Letters of Credit or
     purchasing or maintaining any participations therein or maintaining any
     Commitment hereunder) or any payments to such Lender of principal,
     interest, fees or any other amount payable hereunder;

            (ii)    imposes, modifies or holds applicable any reserve, special
     deposit, compulsory loan, insurance charge or similar requirement against
     assets held by, or deposits or other liabilities in or for the account of,
     or advances or loans by, or other credit extended by, or any other
     acquisition of funds by, any office of such Lender (other than any such
     reserve or other requirements with respect to LIBOR Loans that are
     reflected in the definition of Adjusted LIBOR); or

            (iii)   imposes any other condition (other than with respect to
     Taxes) on or affecting such Lender or its obligations hereunder or the
     London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing, maintaining, or

                                       62                       CREDIT AGREEMENT

<PAGE>

guaranteeing any Letter of Credit or agreeing to purchase, purchasing or
maintaining any participation therein or to reduce any amount received or
receivable by such Lender with respect thereto; then, in any such case, the
Company shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder.

            B.      Taxes.

            (i)     Payments to Be Free and Clear. All sums payable by the
     Company under this Agreement and the other Loan Documents shall be paid
     free and clear of, and without any deduction or withholding on account of,
     any Tax imposed, levied, collected, withheld or assessed by or within the
     United States of America or any political subdivision in or of the United
     States of America or any other jurisdiction from or to which a payment is
     made by or on behalf of the Company or by any federation or organization of
     which the United States of America or any such jurisdiction is a member at
     the time of payment.

            (ii)    Grossing-up of Payments. If the Company or any other Person
     is required by law to make any deduction or withholding on account of any
     such Tax from any sum paid or payable by the Company to the Administrative
     Agent or any Lender under any of the Loan Documents:

                    (a)  the Company shall notify the Administrative Agent of
            any such requirement or any change in any such requirement as soon
            as the Company becomes aware of it;

                    (b)  the Company shall pay any such Tax when such Tax is
            due, such payment to be made (if the liability to pay is imposed on
            the Company) for its own account or (if that liability is imposed on
            the Administrative Agent or such Lender, as the case may be) on
            behalf of and in the name of the Administrative Agent or such
            Lender;

                    (c)  the sum payable by the Company in respect of which the
            relevant deduction, withholding or payment is required shall be
            increased to the extent necessary to ensure that, after the making
            of that deduction, withholding or payment, the Administrative Agent
            or such Lender, as the case may be, receives on the due date a net
            sum equal to what it would have received had no such deduction,
            withholding or payment been required or made; and

                    (d)  within 30 days after paying any sum from which it is
            required by law to make any deduction or withholding, and within 30
            days after the due date of payment of any Tax which it is required
            by clause (b) above to pay, the Company shall deliver to the
            Administrative Agent evidence satisfactory to the

                                       63                       CREDIT AGREEMENT

<PAGE>

            other affected parties of such deduction, withholding or payment
            and of the remittance thereof to the relevant taxing or other
            authority;

provided that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after the
date on which such Lender became a Lender in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect on the date on which such Lender became a Lender, in respect of payments
to such Lender.

            (iii)   Evidence of Exemption from U.S. Withholding Tax.

                    (a)  Each Non-US Lender shall deliver to the Administrative
            Agent and to the Company, on or prior to the Closing Date (in the
            case of each Lender listed on the signature pages hereof) or on or
            prior to the date of the Assignment Agreement pursuant to which it
            becomes a Lender (in the case of each other Lender), and at such
            other times as may be necessary in the determination of the Company
            or the Administrative Agent (each in the reasonable exercise of its
            discretion), two original copies of Internal Revenue Service Form
            W-8BEN or W-8ECI (or any successor forms) properly completed and
            duly executed by such Lender, or, in the case of a Non-US Lender
            claiming exemption from United States federal withholding tax under
            Section 871(h) or 881(c) of the Internal Revenue Code with respect
            to payments of "portfolio interest", a form W-8BEN, and, in the case
            of a Lender that has certified in writing to the Administrative
            Agent that it is not a "bank" (as defined in Section 881(c)(3)(A) of
            the Internal Revenue Code), a certificate of such Lender certifying
            that such Lender is not (i) a "bank" for purposes of Section 881(c)
            of the Internal Revenue Code, (ii) a ten-percent shareholder (within
            the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of
            the Company or Holdings or (iii) a controlled foreign corporation
            related to the Company (within the meaning of Section 864(d)(4) of
            the Internal Revenue Code) in each case together with any other
            certificate or statement of exemption required under the Internal
            Revenue Code or the regulations issued thereunder to establish that
            such Lender is not subject to United States withholding tax with
            respect to any payments to such Lender of interest payable under any
            of the Loan Documents.

                    (b)  Each Non-US Lender, to the extent that it does not act
            or ceases to act for its own account with respect to any portion of
            any sums paid or payable to such Lender under any of the Loan
            Documents (for example, in the case of a typical participation by
            such Lender), shall deliver to the Administrative Agent and to the
            Company, on or prior to the Closing Date (in the case of each Lender
            listed on the signature pages hereof), on or prior to the date of
            the Assignment Agreement pursuant to which it becomes a Lender (in
            the case of each other Lender), or on such later date when such
            Lender ceases to act for its own account with respect to any portion
            of any such sums paid or payable, and at such other times as may be
            necessary in the determination of the Company or the

                                       64                       CREDIT AGREEMENT

<PAGE>

            Administrative Agent (each in the reasonable exercise of its
            discretion), (1) two original copies of the forms or statements
            required to be provided by such Lender under subsection
            2.7B(iii)(a), properly completed and duly executed by such Lender,
            to establish the portion of any such sums paid or payable with
            respect to which such Lender acts for its own account that is not
            subject to United States withholding tax, and (2) two original
            copies of Internal Revenue Service Form W-8IMY (or any successor
            forms) properly completed and duly executed by such Lender, together
            with any information, if any, such Lender chooses to transmit with
            such form, and any other certificate or statement of exemption
            required under the Internal Revenue Code or the regulations issued
            thereunder, to establish that such Lender is not acting for its own
            account with respect to a portion of any such sums payable to such
            Lender.

                    (c)  Each Non-US Lender hereby agrees, from time to time
            after the initial delivery by such Lender of such forms, whenever a
            lapse in time or change in circumstances renders such forms,
            certificates or other evidence so delivered obsolete or inaccurate
            in any material respect, that such Lender shall promptly (1) deliver
            to the Administrative Agent and to the Company two original copies
            of renewals, amendments or additional or successor forms, properly
            completed and duly executed by such Lender, together with any other
            certificate or statement of exemption required in order to confirm
            or establish that such Lender is not subject to United States
            withholding tax with respect to payments to such Lender under the
            Loan Documents and, if applicable, that such Lender does not act for
            its own account with respect to any portion of such payment, or (2)
            notify the Administrative Agent and the Company of its inability to
            deliver any such forms, certificates or other evidence.

                    (d)  The Company shall not be required to pay any additional
            amount to any Non-US Lender under clause (c) of subsection 2.7B(ii),
            (1) with respect to any Tax required to be deducted or withheld on
            the basis of the information, certificates or statements of
            exemption such Lender chooses to transmit with an Internal Revenue
            Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or (2) if
            such Lender shall have failed to satisfy the requirements of clause
            (a), (b) or (c)(1) of this subsection 2.7B(iii); provided that if
            such Lender shall have satisfied the requirements of subsection
            2.7B(iii)(a) on the date such Lender became a Lender, nothing in
            this subsection 2.7B(iii)(d) shall relieve the Company of its
            obligation to pay any amounts pursuant to subsection 2.7B(ii)(c) in
            the event that, as a result of any change in any applicable law,
            treaty or governmental rule, regulation or order, or any change in
            the interpretation, administration or application thereof, such
            Lender is no longer properly entitled to deliver forms, certificates
            or other evidence at a subsequent date establishing the fact that
            such Lender is not subject to withholding as described in subsection
            2.7B(iii)(a).

            C.      Capital Adequacy Adjustment. If any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
date hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the

                                       65                       CREDIT AGREEMENT

<PAGE>

interpretation or administration thereof by any Government Authority charged
with the interpretation or administration thereof, or compliance by any Lender
with any guideline, request or directive regarding capital adequacy (whether or
not having the force of law) of any such Government Authority, has or would have
the effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by the Company
from such Lender of the statement referred to in subsection 2.8A, the Company
shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such controlling corporation on an after-tax basis for such
reduction.

     2.8    Statement of Lenders; Obligation of Lenders and Issuing Lenders to
            ------------------------------------------------------------------
            Mitigate.
            --------

            A.      Statements. Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to the
Company (with a copy to the Administrative Agent) a written statement, setting
forth in reasonable detail the basis of the calculation of such compensation or
reimbursement, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

            B.      Mitigation. Each Lender and Issuing Lender agrees that, as
promptly as practicable after the officer of such Lender or Issuing Lender
responsible for administering the Loans or Letters of Credit of such Lender or
Issuing Lender, as the case may be, becomes aware of the occurrence of an event
or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to receive
payments under subsection 2.7, use reasonable effort to make, issue, fund or
maintain the Commitments or the Affected Loans of such Lender through another
lending office of such Lender or to issue, maintain, or guarantee Letters of
Credit of such Issuing Lender through another lending or letter of credit office
of such Issuing Lender or, in the case of a guaranty arrangement, through
another letter of credit office of the applicable Designated Issuer, if (i) as a
result thereof the circumstances which would cause such Lender to be an Affected
Lender would cease to exist or the additional amounts which would otherwise be
required to be paid to such Lender or Issuing Lender pursuant to subsection 2.7
would be materially reduced and (ii) as determined by such Lender or Issuing
Lender in its sole discretion, such action would not otherwise be
disadvantageous to such Lender or Issuing Lender; provided that such Lender or
Issuing Lender will not be obligated to utilize such other lending or
letter of credit office pursuant to this subsection 2.8B unless the Company
agrees to pay all incremental expenses incurred by such Lender or Issuing Lender
as a result of utilizing such other lending or letter of credit office as
described above.

                                       66                       CREDIT AGREEMENT

<PAGE>

     2.9    Replacement of a Lender.
            -----------------------

            If the Company receives a statement of amounts due pursuant to
subsection 2.8A from a Lender (other than with respect to amounts due under
subsection 2.6D), a Revolving Lender defaults in its obligations to fund a
Revolving Loan pursuant to this Agreement, a Lender (a "Non-Consenting Lender")
refuses to consent to an amendment, modification or waiver of this Agreement
that, pursuant to subsection 11.6, requires consent of 100% of the Lenders or
100% of the Lenders with Obligations directly affected or a Lender becomes an
Affected Lender (any such Lender, a "Subject Lender"), so long as (i) no
Potential Event of Default or Event of Default shall have occurred and be
continuing and the Company has obtained a commitment from another Lender or an
Eligible Assignee to purchase at par the Subject Lender's Loans and assume the
Subject Lender's Commitments and all other obligations of the Subject Lender
hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters
of Credit outstanding (unless all such Letters of Credit are terminated or
arrangements acceptable to such Issuing Lender as set forth in subsection 3.6
(such as a "back-to-back" letter of credit) are made) and (iii) if applicable,
the Subject Lender is unwilling to withdraw the notice delivered to the Company
pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10
days prior written notice to the Subject Lender and the Administrative Agent,
the Company may require the Subject Lender to assign all of its Loans and
Commitments to such other Lender, Lenders, Eligible Assignee or Eligible
Assignees pursuant to the provisions of subsection 11.1B; provided that, prior
to or concurrently with such replacement, (1) the Subject Lender shall have
received payment in full of all principal, interest, fees and other amounts
(including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable))
through such date of replacement and a release from its obligations under the
Loan Documents, (2) the processing fee (if any) required to be paid by
subsection 11.1B(i) shall have been paid to the Administrative Agent, (3) all of
the requirements for such assignment contained in subsection 11.1B, including,
without limitation, the consent of the Administrative Agent (if required) and
the receipt by the Administrative Agent of an executed Assignment Agreement and
other supporting documents, have been fulfilled, and (4) in the event such
Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the
time of such assignment, to each matter in respect of which such Subject Lender
was a Non-Consenting Lender and the Company also requires each other Subject
Lender that is a Non-Consenting Lender to assign its Loans and Commitments.

Section 3.  LETTERS OF CREDIT

     3.1    Issuance of Letters of Credit and Lenders' Purchase of
            -------------------------------------------------------
            Participations Therein.
            ----------------------

            A.      Letters of Credit. In addition to the Company requesting
that Lenders make Revolving Loans pursuant to subsection 2.1A(iii) and that
Swing Line Lender make Swing Line Loans pursuant to subsection 2.1A(iv), the
Company may request, in accordance with the provisions of this subsection 3.1,
from time to time during the period from, but excluding, the Closing Date to,
but excluding, the date that is thirty days prior to the Revolving Loan
Commitment Termination Date, that one or more Revolving Lenders (or any of their
respective Subsidiaries or Designated Issuers) issue Letters of Credit payable
on a sight basis for the account of the Company for the purposes specified in
the definitions of Commercial Letters of

                                       67                       CREDIT AGREEMENT

<PAGE>

Credit and Standby Letters of Credit. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Company herein set forth, any one or more Lenders may, but shall not be
obligated to, issue such Letters of Credit (or arrange for such issuance by a
Subsidiary or a Designated Issuer) in accordance with the provisions of this
subsection 3.1; provided that the Company shall not request that any Revolving
Lender issue or arrange for the issuance of (and no Revolving Lender shall issue
or arrange for the issuance of):

            (i)     any Letter of Credit if, after giving effect to such
     issuance, the Total Utilization of Revolving Loan Commitments would exceed
     the Revolving Loan Commitments then in effect;

            (ii)    any Letter of Credit if, after giving effect to such
     issuance, the Total Utilization of Revolving Loan Commitments would exceed
     the Borrowing Base then in effect;

            (iii)   any Letter of Credit if, after giving effect to such
     issuance, the Letter of Credit Usage would exceed $50,000,000;

            (iv)    any Letter of Credit having an expiration date later than
     the earlier of (a) the date that is five Business Days prior to the
     Revolving Loan Commitment Termination Date and (b) the date that is one
     year from the date of issuance of such Letter of Credit; provided that the
     immediately preceding clause (b) shall not prevent any Issuing Lender from
     agreeing that a Letter of Credit will automatically be extended for one or
     more successive periods not to exceed one year each unless such Issuing
     Lender elects not to extend for any such additional period; and provided,
     further that such Issuing Lender shall elect not to extend such Letter of
     Credit if it has knowledge that the conditions for the issuance of a new
     Letter of Credit are not satisfied (and have not been waived in accordance
     with subsection 11.6) at the time such Issuing Lender must elect whether or
     not to allow such extension;

            (v)     any Standby Letter of Credit issued for the purpose of
     supporting (a) trade payables or (b) any Indebtedness constituting
     "antecedent debt" (as that term is used in Section 547 of the Bankruptcy
     Code); or

            (vi)    any Letter of Credit denominated in a currency other than
     Dollars.

            B.      Mechanics of Issuance.

            (i)     Request for Issuance. Whenever the Company desires the
     issuance of a Letter of Credit, it shall deliver to the proposed Issuing
     Lender (with a copy to the Administrative Agent) a Request for Issuance no
     later than 12:00 Noon (New York City time) at least three Business Days (in
     the case of Standby Letters of Credit) or five Business Days (in the case
     of Commercial Letters of Credit), or in each case such shorter period as
     may be agreed to by the Issuing Lender in any particular instance, in
     advance of the proposed date of issuance. The Issuing Lender, in its
     reasonable discretion, may require changes in the text of the proposed
     Letter of Credit or any documents described in

                                       68                       CREDIT AGREEMENT

<PAGE>

     or attached to the Request for Issuance. In addition to the foregoing, the
     Request for Issuance shall be accompanied by the Company's execution and
     delivery of any Letter of Credit application, reimbursement agreement or
     similar document, instrument or agreement (including, without limitation,
     any master agreement governing all Letters of Credit to be issued by such
     Issuing Lender or its Designated Issuer) as the applicable Issuing Lender
     shall have reasonably requested. In furtherance of the provisions of
     subsection 11.8, and not in limitation thereof, the Company may submit
     Requests for Issuance by telefacsimile and the Administrative Agent and
     Issuing Lenders may rely and act upon any such Request for Issuance without
     receiving an original signed copy thereof. No Letter of Credit shall
     require payment against a conforming demand for payment to be made
     thereunder on the same business day (under the laws of the jurisdiction in
     which the office of the Issuing Lender or Designated Issuer to which such
     demand for payment is required to be presented is located) that such demand
     for payment is presented if such presentation is made after 10:00 A.M. (in
     the time zone of such office of the Issuing Lender or Designated Issuer) on
     such business day.

                    The Company shall notify the applicable Issuing Lender and
     the Administrative Agent prior to the issuance of any Letter of Credit in
     the event that any of the matters to which the Company is required to
     certify in the applicable Request for Issuance is no longer true and
     correct as of the proposed date of issuance of such Letter of Credit, and
     upon the issuance of any Letter of Credit the Company shall be deemed to
     have re-certified, as of the date of such issuance, as to the matters to
     which the Company is required to certify in the applicable Request for
     Issuance.

            (ii)    Determination of Issuing Lender. Upon receipt by a proposed
     Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i)
     requesting the issuance of a Letter of Credit, the proposed Issuing Lender
     shall promptly notify the Company and the Administrative Agent whether or
     not, in its sole discretion, it has elected to issue or arrange for the
     issuance of such Letter of Credit, and (1) if such proposed Issuing Lender
     so elects to issue or arrange for the issuance of such Letter of Credit it
     shall be the Issuing Lender with respect thereto and (2) if such proposed
     Issuing Lender fails so to notify the Company and the Administrative Agent
     promptly or declines to issue or arrange for the issuance of such Letter of
     Credit, the Company may request another Revolving Lender to be the Issuing
     Lender with respect to such Letter of Credit in accordance with the
     provisions of this subsection 3.1B.

            (iii)   Issuance of Letter of Credit. Upon satisfaction or waiver
     (in accordance with subsection 11.6) of the conditions set forth in
     subsection 4.3, the Issuing Lender shall issue or arrange for the issuance
     of the requested Letter of Credit in accordance with the Issuing Lender's
     standard operating procedures.

            (iv)    Notification to Revolving Lenders. Upon the issuance of or
     amendment to any Letter of Credit the applicable Issuing Lender shall
     promptly notify the Administrative Agent and the Company of such issuance
     or amendment in writing and such notice shall be accompanied by a copy of
     such Letter of Credit or amendment. Upon receipt of such notice, the
     Administrative Agent shall notify each Revolving

                                       69                       CREDIT AGREEMENT

<PAGE>

     Lender in writing of such issuance or amendment and the amount of such
     Revolving Lender's respective participation in such Letter of Credit or
     amendment. On the last Business Day of each month, each Issuing Lender
     shall send by facsimile transmission to the Administrative Agent, a report
     of its daily maximum amount available for drawing under Letters of Credit
     for each Business Day during such month. In addition, on each of the last
     five Business Days of each Fiscal Quarter, each Issuing Lender shall send
     by facsimile transmission to the Administrative Agent, a report of its
     daily aggregate maximum amount available for drawing under Letters of
     Credit for such Business Day.

            C.      Revolving Lenders' Purchase of Participations in Letters of
Credit. Immediately upon the issuance of each Letter of Credit issued in
accordance with the requirements of this subsection 3.1, each Revolving Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Letter of Credit and any drawings honored
thereunder in an amount equal to such Revolving Lender's Pro Rata Share of the
maximum amount that is or at any time may become available to be drawn
thereunder, and in any reimbursements thereof.

     3.2    Letter of Credit Fees.
            ---------------------

            The Company agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

            (i)     with respect to each Standby Letter of Credit, (a) a
     fronting fee, payable directly to the applicable Issuing Lender for its own
     account, equal to 0.50% per annum of the daily amount available to be drawn
     under such Standby Letter of Credit and (b) a letter of credit fee, payable
     to the Administrative Agent for the account of Revolving Lenders, equal to
     the applicable LIBOR Margin for Revolving Loans multiplied by the daily
     amount available to be drawn under such Standby Letter of Credit, each such
     fronting fee or letter of credit fee to be payable in arrears on and to
     (but excluding) the last Business Day of March, June, September, and
     December of each year and computed on the basis of a 360-day year for the
     actual number of days elapsed;

            (ii)    with respect to each Commercial Letter of Credit, (a) a
     fronting fee, payable directly to the applicable Issuing Lender for its own
     account, equal to 0.25% per annum of the daily amount available to be drawn
     under such Commercial Letter of Credit and (b) a letter of credit fee,
     payable to the Administrative Agent for the account of Revolving Lenders,
     equal to the applicable LIBOR Margin for Loans multiplied by the daily
     amount available to be drawn under such Commercial Letter of Credit, each
     such fronting fee or letter of credit fee to be payable in arrears on and
     to (but excluding) the last Business Day of March, June, September, and
     December of each year and computed on the basis of a 360-day year as the
     case may be, for the actual number of days elapsed; and

            (iii)   with respect to the issuance, negotiation, acceptance,
     amendment or transfer of each Letter of Credit and each payment of a
     drawing made thereunder (without duplication of the fees payable under
     clauses (i) and (ii) above), documentary

                                       70                       CREDIT AGREEMENT

<PAGE>

     and processing charges or other fees (including per annum fees) and
     expenses payable directly to the applicable Issuing Lender for its own
     account in accordance with such Issuing Lender's standard schedule for such
     charges in effect at the time of such issuance, negotiation, acceptance,
     amendment, transfer or payment, as the case may be or otherwise payable
     pursuant to the application and related documentation under which such
     Letter of Credit is issued.

            For purposes of calculating any fees payable under clauses (i) and
(ii) of this subsection 3.2, the daily amount available to be drawn under any
Letter of Credit shall be determined as of the close of business on any date of
determination. Promptly upon receipt by the Administrative Agent of any amount
described in clause (i)(b) or (ii)(b) of this subsection 3.2, the Administrative
Agent shall distribute to each Revolving Lender its Pro Rata Share of such
amount.

     3.3    Drawings and Reimbursement of Amounts Paid Under Letters of Credit.
            ------------------------------------------------------------------

            A.      Responsibility of Issuing Lender or Its Designated Issuer
With Respect to Drawings. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, the Issuing Lender or its
Designated Issuer shall be responsible only to examine the documents delivered
under such Letter of Credit with reasonable care so as to ascertain whether they
appear on their face to be in accordance with the terms and conditions of such
Letter of Credit.

            B.      Reimbursement by the Company of Amounts Paid Under Letters
of Credit. In the event an Issuing Lender or its Designated Issuer has
determined to honor a drawing under a Letter of Credit issued by it, such
Issuing Lender shall immediately notify the Company and the Administrative
Agent, and the Company shall reimburse such Issuing Lender on or before the
Business Day immediately following the date on which such drawing is honored
(the "Reimbursement Date") in an amount in Dollars and in same day funds equal
to the amount of such payment; provided that, anything contained in this
Agreement to the contrary notwithstanding, (i) unless the Company shall have
notified the Administrative Agent and such Issuing Lender prior to 10:00 A.M.
(New York City time) on the date such drawing is honored that the Company
intends to reimburse such Issuing Lender for the amount of such payment with
funds other than the proceeds of Revolving Loans, the Company shall be deemed to
have given a timely Notice of Borrowing to the Administrative Agent requesting
Revolving Lenders to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the amount of such payment
and (ii) subject to satisfaction or waiver of the conditions specified in
subsection 4.2B, Revolving Lenders shall, on the Reimbursement Date, make
Revolving Loans that are Base Rate Loans in the amount of such payment, the
proceeds of which shall be applied directly by the Administrative Agent to
reimburse such Issuing Lender for the amount of such payment; and provided,
further that if for any reason proceeds of Revolving Loans are not received by
such Issuing Lender on the Reimbursement Date in an amount equal to the amount
of such payment, the Company shall reimburse such Issuing Lender, on demand, in
an amount in same day funds equal to the excess of the amount of such payment
over the aggregate amount of such Revolving Loans, if any, which are so
received. Nothing in this subsection 3.3B shall be deemed to relieve any
Revolving Lender from its obligation to make

                                       71                       CREDIT AGREEMENT

<PAGE>

Revolving Loans on the terms and conditions set forth in this Agreement, and the
Company shall retain any and all rights it may have against any Revolving Lender
resulting from the failure of such Revolving Lender to make such Revolving Loans
under this subsection 3.3B.

            C.      Payment by Lenders of Unreimbursed Amounts Paid Under
Letters of Credit.

            (i)     Payment by Revolving Lenders. In the event that the Company
     shall fail for any reason to reimburse any Issuing Lender as provided in
     subsection 3.3B in an amount equal to the amount of any payment by such
     Issuing Lender or its Designated Issuer under a Letter of Credit issued by
     it, such Issuing Lender shall promptly notify the Administrative Agent who
     will notify each other Lender of the unreimbursed amount of such honored
     drawing and of such other Revolving Lender's respective participation
     therein based on such Revolving Lender's Pro Rata Share. Each Revolving
     Lender shall make available to the Administrative Agent for the benefit of
     such Issuing Lender an amount equal to its respective participation, in
     Dollars and in same day funds, at the Funding and Payment Office, not later
     than 12:00 Noon (New York City time) on the first business day after the
     date notified by such Issuing Lender. In the event that any Revolving
     Lender fails to make available to the Administrative Agent for the benefit
     of such Issuing Lender on such business day the amount of such Revolving
     Lender's participation in such Letter of Credit as provided in this
     subsection 3.3C, such Issuing Lender shall be entitled to recover such
     amount on demand from such Revolving Lender together with interest thereon
     at the rate customarily used by such Issuing Lender for the correction of
     errors among banks for three Business Days and thereafter at the Base Rate.
     Nothing in this subsection 3.3C shall be deemed to prejudice the right of
     any Lender to recover from any Issuing Lender any amounts made available by
     such Revolving Lender to such Issuing Lender pursuant to this subsection
     3.3C in the event that it is determined by the final judgment of a court of
     competent jurisdiction that the payment with respect to a Letter of Credit
     by such Issuing Lender in respect of which payment was made by such
     Revolving Lender constituted gross negligence or willful misconduct on the
     part of such Issuing Lender under the circumstances in question.

            (ii)    Distribution to Lenders of Reimbursements Received From the
     Company. In the event any Issuing Lender shall have been reimbursed by
     other Revolving Lenders pursuant to subsection 3.3C(i) for all or any
     portion of any payment by such Issuing Lender or its Designated Issuer
     under a Letter of Credit issued by it or its Designated Issuer, such
     Issuing Lender shall distribute to the Administrative Agent on behalf of
     each other Revolving Lender that has paid all amounts payable by it under
     subsection 3.3C(i) with respect to such payment such other Revolving
     Lender's Pro Rata Share of all payments subsequently received by such
     Issuing Lender from the Company in reimbursement of such payment under the
     Letter of Credit when such payments are received. Any such distribution
     shall be made to a Revolving Lender.

                                       72                       CREDIT AGREEMENT

<PAGE>
            D.      Interest on Amounts Paid Under Letters of Credit.

            (i)     Payment of Interest by the Company. The Company agrees to
     pay to each Issuing Lender, with respect to payments under any Letters of
     Credit issued by it or its Designated Issuer, interest on the amount paid
     by such Issuing Lender or its Designated Issuer in respect of each such
     payment from the date a drawing is honored to but excluding the date such
     amount is reimbursed by the Company (including any such reimbursement out
     of the proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate
     equal to (a) for the period from the date such drawing is honored to but
     excluding the Reimbursement Date, the rate then in effect under this
     Agreement with respect to Revolving Loans that are Base Rate Loans and (b)
     thereafter, a rate which is 2% per annum in excess of the rate of interest
     otherwise payable under this Agreement with respect to Revolving Loans that
     are Base Rate Loans. Interest payable pursuant to this subsection 3.3D(i)
     shall be computed on the basis of a 365-day or 366-day year, as the case
     may be, for the actual number of days elapsed in the period during which it
     accrues and shall be payable on demand or, if no demand is made, on the
     date on which the related drawing under a Letter of Credit is reimbursed in
     full.

            (ii)    Distribution of Interest Payments by Issuing Lender.
     Promptly upon receipt by any Issuing Lender of any payment of interest
     pursuant to subsection 3.3D(i) with respect to a payment under a Letter of
     Credit issued by it or its Designated Issuer, (a) such Issuing Lender shall
     distribute to the Administrative Agent on behalf of each other Revolving
     Lender, out of the interest received by such Issuing Lender in respect of
     the period from the date such drawing is honored to but excluding the date
     on which such Issuing Lender is reimbursed for the amount of such payment
     (including any such reimbursement out of the proceeds of Revolving Loans
     pursuant to subsection 3.3B), the amount that such other Revolving Lender
     would have been entitled to receive in respect of the letter of credit fee
     that would have been payable in respect of such Letter of Credit for such
     period pursuant to subsection 3.2 if no drawing had been honored under such
     Letter of Credit, and (b) in the event such Issuing Lender shall have been
     reimbursed by other Revolving Lenders pursuant to subsection 3.3C(i) for
     all or any portion of such payment, such Issuing Lender shall distribute to
     the Administrative Agent on behalf of each other Revolving Lender that has
     paid all amounts payable by it under subsection 3.3C(i) with respect to
     such payment such other Revolving Lender's Pro Rata Share of any interest
     received by such Issuing Lender in respect of that portion of such payment
     so reimbursed by other Revolving Lenders for the period from the date on
     which such Issuing Lender was so reimbursed by other Revolving Lenders to
     but excluding the date on which such portion of such payment is reimbursed
     by the Company. The Administrative Agent shall distribute any such amounts
     to a Revolving Lender.

     3.4    Obligations Absolute.
            --------------------

            The obligation of the Company to reimburse each Issuing Lender for
payments under the Letters of Credit issued by it or its Designated Issuer and
to repay any Revolving Loans made by Revolving Lenders pursuant to subsection
3.3B and the obligations of Revolving Lenders under subsection 3.3C(i) shall be
unconditional and irrevocable and shall be paid strictly

                                       73                       CREDIT AGREEMENT

<PAGE>

in accordance with the terms of this Agreement under all circumstances including
any of the following circumstances:

            (i)     any lack of validity or enforceability of any Letter of
     Credit, this Agreement, or any other Loan Documents;

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

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

            (iv)    payment by the applicable Issuing Lender or its Designated
     Issuer under any Letter of Credit against presentation of a draft or other
     document which does not substantially comply with the terms of such Letter
     of Credit;

            (v)     any adverse change in the business, operations, properties,
     assets, condition (financial or otherwise) or prospects of the Company or
     any of its Subsidiaries;

            (vi)    any breach of this Agreement or any other Loan Document by
     any party thereto;

            (vii)   any other circumstance or happening whatsoever, whether or
     not similar to any of the foregoing; or

            (viii)  the fact that an Event of Default or a Potential Event of
     Default shall have occurred and be continuing.

Nothing in this subsection 3.4 shall be deemed to prejudice the right of the
Company to recover from any Issuing Lender or its Designated Issuer any amounts
reimbursed by the Company to such Issuing Lender pursuant to this subsection 3.4
in the event that it is determined by the final judgment of a court of competent
jurisdiction that the payment with respect to a Letter of Credit by such Issuing
Lender or its Designated Issuer in respect of which reimbursement was made by
the Company constituted gross negligence or willful misconduct on the part of
such Issuing Lender or its Designated Issuer under the circumstances in
question.

     3.5    Nature of Issuing Lenders' Duties.
            ---------------------------------

            As between the Company, on the one hand, and any Issuing Lender or
its Designated Issuer, on the other hand, the Company assumes all risks of the
acts and omissions

                                       74                       CREDIT AGREEMENT

<PAGE>

of, or misuse of the Letters of Credit issued by such Issuing Lender or its
Designated Issuer by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, neither such Issuing Lender
nor such Designated Issuer shall be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any such Letter
of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (iii) failure of the beneficiary of any such Letter of Credit to
comply fully with any conditions required in order to draw upon such Letter of
Credit; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether
or not they be in cipher; (v) errors in interpretation of technical terms; (vi)
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of such Issuing Lender or
Designated Issuer, including any act or omission by a Government Authority, and
none of the above shall affect or impair, or prevent the vesting of, any of such
Issuing Lender's or Designated Issuer's rights or powers hereunder.

            In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 3.5, any action
taken or omitted by any Issuing Lender or Designated Issuer under or in
connection with the Letters of Credit issued by it or any documents and
certificates delivered thereunder, if taken or omitted in good faith, shall not
put such Issuing Lender or Designated Issuer under any resulting liability to
the Company.

            Notwithstanding anything to the contrary contained in this
subsection 3.5, the Company shall retain any and all rights it may have against
any Issuing Lender or Designated Issuer for any liability arising solely out of
the gross negligence or willful misconduct of such Issuing Lender or Designated
Issuer, as determined by a final judgment of a court of competent jurisdiction.

     3.6    Cash Collateralization of Letters of Credit.
            -------------------------------------------

            (i)     If the Company is required to provide cash collateral for
the Letter of Credit Obligations pursuant to this Agreement prior to the
Revolving Loan Commitment Termination Date, the Company will pay to the
Collateral Agent, for the benefit of each Issuing Lender and the Revolving
Lenders, cash or Cash Equivalents in an amount equal to 105% of the maximum
amount then available to be drawn under each Letter of Credit outstanding. Such
funds or Cash Equivalents shall be held by the Collateral Agent in the
Collateral Account.

            (ii)    If any Letter of Credit Obligations, whether or not then due
and payable, shall for any reason be outstanding on the Revolving Loan
Commitment Termination Date, the Company shall, with respect to each Letter of
Credit outstanding, either (A) provide cash collateral therefor in the manner
described above, (B) cause each such Letter of Credit to be

                                       75                       CREDIT AGREEMENT

<PAGE>

cancelled and returned to the applicable Issuing Lender (or, if the Issuing
Lender so directs, to its Designated Issuer), or (C) deliver a stand-by letter
(or letters) of credit in guarantee of the Letter of Credit Obligations with
respect to each outstanding Letter of Credit, which stand-by letter (or letters)
of credit shall be of like tenor and duration (plus 30 additional days) as, and
in an amount equal to 105% of the aggregate maximum amount then available to be
drawn under, each Letter of Credit to which such outstanding Letter of Credit
Obligations relate and shall be issued by a Person, and shall be subject to
terms and conditions, as may be satisfactory in the sole discretion of the
Issuing Lender that issued or arranged for the issuance of the Letter of Credit
that the stand-by letter supports.

            (iii)   From time to time after funds are deposited in the
Collateral Account by the Company pursuant to this subsection 3.6 or Section 8,
whether before or after the Revolving Loan Commitment Termination Date, the
Collateral Agent shall apply such funds or Cash Equivalents then held in the
Collateral Account to the payment of any amounts as may be due and payable by
the Company to the Revolving Lenders with respect to such Letter of Credit
Obligations of the Company and, upon the satisfaction in full of all Obligations
of the Company with respect to the Letters of Credit, to any other Obligations
then due and payable, all in accordance with Sections 6(d) and 7(b) of the
Security Agreement.

            (iv)    Neither the Company nor any Person claiming on behalf of or
through the Company shall have any right to withdraw any of the funds or Cash
Equivalents held in the Collateral Account pursuant to this subsection 3.6 or
Section 8, except that upon the termination of all Letter of Credit Obligations
and the payment of all amounts payable by the Company to each Issuing Lender,
Designated Issuer, or the Revolving Lenders in respect thereof, any such funds
remaining in the Collateral Account shall be applied to other Obligations then
due and owing. Upon payment in full of all such Obligations and the termination
of the Revolving Loan Commitment, any such funds remaining in the Collateral
Account shall be applied in accordance with Sections 6(d) and 7(b) of the
Security Agreement.

Section 4.  CONDITIONS TO LOANS AND LETTERS OF CREDIT

            The obligations of Lenders to make Loans and the issuance of Letters
of Credit hereunder are subject to the satisfaction of the following conditions.

     4.1    Conditions to Initial Revolving Loans and Swing Line Loans.
            ----------------------------------------------------------

            The obligations of the Lenders to make the initial Loans under this
Agreement are, in addition to the conditions precedent specified in subsection
4.2, subject to prior or concurrent satisfaction of the following conditions:

            A.      Loan Party Documents. On or before the Closing Date, the
Company shall have delivered, and shall have caused each other Loan Party to
have delivered, to the Lenders (or to the Administrative Agent with sufficient
originally executed copies, where appropriate, for each Lender) the following
with respect to the Company or such Loan Party, as the case may be, each, unless
otherwise noted, dated the Closing Date:

                                       76                       CREDIT AGREEMENT

<PAGE>

            (i)     Copies of the Organizational Documents of such Person,
     certified by the Secretary of State of its jurisdiction of organization or,
     if such document is of a type that may not be so certified, certified by
     the secretary or similar officer of the applicable Loan Party, together
     with a good standing certificate from the Secretary of State of its
     jurisdiction of organization and each other state in which such Person is
     qualified to do business and, to the extent generally available, a
     certificate or other evidence of good standing as to payment of any
     applicable franchise or similar taxes from the appropriate taxing authority
     of each of such jurisdictions, each dated a recent date prior to the
     Closing Date;

            (ii)    Resolutions of the Governing Body of such Person approving
     and authorizing the execution, delivery and performance of the Loan
     Documents to which it is a party, certified as of the Closing Date by the
     secretary or similar officer of such Person as being in full force and
     effect without modification or amendment;

            (iii)   Signature and incumbency certificates of the officers of
     such Person executing the Loan Documents to which it is a party;

            (iv)    Executed originals of the Loan Documents (other than Deposit
     Agreements) to which such Person is a party; and

            (v)     Such other documents as the Administrative Agent or the
     Collateral Agent may have reasonably requested on or before the Closing
     Date.

            B.      Fees. The Company shall have paid to the Administrative
Agent,for distribution (as appropriate) to the Lead Arranger, the Collateral
Agent and the Lenders, the fees payable on the Closing Date referred to in
subsection 2.3.

            C.      Representations and Warranties; Performance of Agreements.
The Company shall have delivered to the Administrative Agent an Officer's
Certificate, in form and substance satisfactory to the Administrative Agent, to
the effect that the representations and warranties in Section 5 are true,
correct and complete in all material respects on and as of the Closing Date to
the same extent as though made on and as of that date (or, to the extent that
such representations and warranties specifically relate to an earlier date, that
such representations and warranties were true, correct and complete in all
material respects on and as of such earlier date) and that the Company shall
have performed in all material respects all agreements and satisfied all
conditions that this Agreement provides shall be performed or satisfied by it on
or before the Closing Date except as otherwise disclosed to and agreed to in
writing by the Administrative Agent.

            D.      Financial Statements. On or before the Closing Date, the
Lenders shall have received from the Company unaudited financial statements of
Holdings and its Subsidiaries as at the last day of the most recent month ended
45 or more days before the Closing Date, consisting of a consolidated balance
sheet and the related consolidated statements of income or loss, stockholders'
equity or deficit, and cash flows for each fiscal month after the most recent
fiscal quarter for which financial statements were received by the Lenders as
described in

                                       77                       CREDIT AGREEMENT

<PAGE>

subsection 5.3(i) and ended on or before such date, all in reasonable detail,
not materially inconsistent with the financial statements or forecasts
previously furnished to the Administrative Agent, and certified by the chief
financial officer or treasurer of Holdings that they fairly present the
financial condition of Holdings and its Subsidiaries as at the dates indicated
and the results of their operations and their cash flows for the periods
indicated, subject to changes resulting from audit and normal year-end
adjustments.

            E.      Inventory Appraisal; Field Examination. The Lenders shall
have received the results of (i) the Inventory Appraisal and (ii) the Field
Examination, in each case in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent.

            F.      Borrowing Base Certificate; Borrowing Base Availability.
On the Closing Date, the Administrative Agent and the Collateral Agent shall
have received a Borrowing Base Certificate satisfactory to the Administrative
Agent and the Collateral Agent from the Company, substantially in the form of
Exhibit F annexed hereto with appropriate attachments, certifying as to the
amount of the Borrowing Base as of May 31, 2003, together with the calculations
necessary to compute such Borrowing Base Availability for such day, to permit
the Administrative Agent to determine the Borrowing Base Availability on such
date.

            G.      Facility Availability; Other Liquidity. On the Closing Date,
the Administrative Agent and the Collateral Agent shall have received a
Liquidity Certificate satisfactory to the Administrative Agent and the
Collateral Agent from the Company, substantially in the form of Exhibit G
annexed hereto with appropriate attachments, certifying as to the amount of the
Facility Availability as of such date and the amount of the Other Liquidity as
of such date, together with the calculations necessary to compute such Facility
Availability and Other Liquidity for such day, to permit the Administrative
Agent to determine the Facility Availability and the Other Liquidity on such
date and demonstrating that the Facility Availability as of the Closing Date
will be at least $400,000,000 and the Other Liquidity as of the Closing Date
will be at least $200,000,000.

            H.      Solvency Assurances. On the Closing Date, the Administrative
Agent and the Lenders shall have received an Officer's Certificate from the
chief financial officer of Holdings dated the Closing Date, substantially in the
form of Exhibit I annexed hereto and with appropriate attachments, in
each case demonstrating that, after giving effect to the consummation of the
transactions contemplated by the Loan Documents, Holdings and each of its
Subsidiaries will be Solvent on a consolidated basis.

            I.      Existing Indebtedness of Holdings and its Subsidiaries.

            (i)     Maximum Existing Indebtedness. The Administrative Agent
     shall have received an Officer's Certificate of the Company stating that,
     after giving effect to the transactions described in this subsection 4.1,
     the Indebtedness and preferred stock of Holdings and its Subsidiaries
     (other than Indebtedness under the Loan Documents) shall consist of
     approximately $1,350,000,000 in aggregate principal amount of outstanding
     Indebtedness. The terms and conditions of all such Indebtedness shall be in
     form and in substance satisfactory to the Administrative Agent.

                                       78                       CREDIT AGREEMENT

<PAGE>

            (ii)    Amendment to Existing Receivables Securitization Program. On
     or before the Closing Date, the Company shall have delivered to the
     Administrative Agent a fully executed or conformed copy of (a) the Third
     Consent and Amendment, amending the Existing Purchase and Servicing
     Agreement and the Existing Receivables Purchase Agreement so as to permit
     the transactions contemplated by this Agreement and the other Loan
     Documents (among other things) and (b) any documents executed in connection
     therewith, all certified as true, correct and complete by an Officer of the
     Company, and such Third Consent and Amendment and each such document shall
     be in full force and effect and no provision thereof shall have been
     modified or waived in any respect reasonably determined by the
     Administrative Agent or the Collateral Agent to be material, in each case
     without the consent of the Administrative Agent and the Collateral Agent.

            (iii)   Supplemental Agreement for Existing 2004 Senior Notes. On or
     before the Closing Date, the Company shall have delivered to the
     Administrative Agent a fully executed or conformed copy of (a) the Third
     Supplemental Agreement, amending the Note Purchase Agreements relating to
     the Existing 2004 Senior Notes so as to exclude from the definition of
     "Consolidated Net Worth" of the Company and its Subsidiaries (other than
     "Non-Recourse Subsidiaries", as defined in such Note Purchase Agreements)
     (I) certain net gains and losses from corridor adjustments related to
     pensions and other post-retirement benefits and (II) certain charges
     related to the impairment of goodwill, and (b) any documents executed in
     connection therewith, all certified as true, correct and complete by an
     Officer of the Company, and such Third Supplemental Agreement and each such
     document shall be in full force and effect and no provision thereof shall
     have been modified or waived in any respect reasonably determined by the
     Administrative Agent or the Collateral Agent to be material, in each case
     without the consent of the Administrative Agent and the Collateral Agent.

            (iv)    Compliance with Existing Senior Notes. On the Closing Date,
     the Company shall have delivered an Officer's Certificate to the
     Administrative Agent demonstrating in reasonable detail, and setting forth
     the calculations necessary to verify, that the Obligations constitute a
     "Permitted Credit Facility" under (and as defined in) each indenture
     governing any of the Existing Senior Notes.

            J.      Security Interests in the Collateral; Intercreditor
Agreement.The Administrative Agent and the Collateral Agent shall have received
evidence satisfactory to it that Holdings, the Company and Subsidiary Guarantors
shall have taken or caused to be taken all such actions, executed and delivered
or caused to be executed and delivered all such agreements, documents, and
instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (i) and (ii)
below) that may be necessary or, in the opinion of the Administrative Agent or
the Collateral Agent, desirable in order to create in favor of the Collateral
Agent, for the benefit of Lenders, a valid and (upon such filing and recording)
perfected First Priority security interest in the entire Collateral. Such
actions shall include the following:

                                       79                       CREDIT AGREEMENT

<PAGE>

            (i)     Lien Searches and UCC Termination Statements. Delivery to
     the Collateral Agent of (a) the results of a recent search, by a Person
     satisfactory to the Collateral Agent, of all effective UCC financing
     statements and fixture filings and all judgment and tax lien filings that
     may have been made with respect to any personal or mixed property of any
     Loan Party, together with copies of all such filings disclosed by such
     search, and (b) UCC termination statements duly executed (if required) by
     all applicable Persons for filing in all applicable jurisdictions as may be
     necessary to terminate any effective UCC financing statements or fixture
     filings disclosed in such search (other than any such financing statements
     or fixture filings in respect of Liens permitted to remain outstanding
     pursuant to the terms of this Agreement).

            (ii)    UCC Financing Statements. Delivery to the Administrative
     Agent and the Collateral Agent of UCC financing statements, duly authorized
     by the Company, with respect to all Collateral, for filing in all
     jurisdictions as may be necessary or, in the opinion of the Administrative
     Agent or the Collateral Agent, desirable to perfect the security interests
     created in such Collateral pursuant to the Collateral Documents;

            (iii)   Subordinated AKR Note. Delivery to the Collateral Agent of
     the Subordinated AKR Note (duly endorsed in a manner satisfactory to the
     Administrative Agent and the Collateral Agent);

            (iv)    Designation of Deposit Accounts. Delivery to the
     Administrative Agent and Collateral Agent of evidence satisfactory to each
     of them in the exercise of its reasonable credit judgment that, on or prior
     to the Closing Date, (a) the Company shall have designated the Proceeds
     Remittance Account as the Deposit Account required to be designated by the
     Company, as seller, under Section 2.5(a) of the Existing Receivables
     Purchase Agreement, (b) the Existing Receivables SPV shall have designated
     the SPV Remittance Account as the Deposit Account required to be designated
     by the Existing Receivables SPV, as transferor, under Section 2.06(c) of
     the Existing Receivables Purchase Agreement, and (c) the Company, the
     Existing Receivables SPV, and the Purchaser Agent shall have consented to
     each such designation to the extent necessary for each of them to be bound
     by such designation;

            (v)     Bailee Consents, Landlord Consents and Mortgagee Consents.
     Delivery to the Administrative Agent and the Collateral Agent of Bailee
     Consents and Landlord Consents and Mortgagee Consents such that at least
     85% (by value) of all Inventory of the Company either (x) is located on
     property owned by the Company and its Subsidiaries free and clear of
     mortgages, deeds of trust, deeds to secure debt, and the like, or (y) is
     covered by a Bailee Consent, Processor Consent, Landlord Consent or
     Mortgagee Consent, as applicable; and

            (vi)    Intercreditor Agreement. Delivery to the Administrative
     Agent and the Collateral Agent of the Intercreditor Agreement executed and
     delivered by each party thereto.

                                       80                       CREDIT AGREEMENT

<PAGE>

            K.      Evidence of Insurance. The Administrative Agent and the
Collateral Agent shall have received a certificate from the Company's insurance
broker or other evidence satisfactory to it that all insurance required to be
maintained pursuant to subsection 6.4 is in full force and effect and indicating
that the Collateral Agent on behalf of the Lenders has been named as additional
insured and/or loss payee thereunder to the extent required under subsection
6.4.

            L.      Opinions of Counsel to Loan Parties. The Lenders shall have
received originally executed copies of one or more favorable written opinions of
(i) the Company's general counsel and (ii) Weil, Gotshal & Manges LLP, counsel
for the Loan Parties and the Existing Receivables SPV, each in form and
substance reasonably satisfactory to the Administrative Agent and its counsel,
addressed to the Administrative Agent, the Collateral Agent and the Lenders and
dated as of the Closing Date, and collectively setting forth substantially the
matters in the opinions designated in Exhibits J-1 and J-2 annexed hereto and as
to such other matters as the Administrative Agent, acting on behalf of Lenders,
and the Collateral Agent may reasonably request (this Credit Agreement
constituting a written request by the Company to such counsel to deliver such
opinions to the Administrative Agent, the Collateral Agent and the Lenders).

            M.      Opinion of Administrative Agent's Counsel. The Lenders shall
have received originally executed copies of a favorable written opinion of
O'Melveny & Myers LLP, counsel to the Administrative Agent, dated as of the
Closing Date, substantially in the form of Exhibit K annexed hereto.

            N.      Necessary Governmental Authorizations and Consents;
Expiration of Waiting Periods, Etc. The Company shall have obtained all
Governmental Authorizations and all consents of other Persons, in each case that
are necessary or advisable in connection with the transactions contemplated by
the Loan Documents and the continued operation of the business conducted by the
Company and its Subsidiaries in substantially the same manner as conducted prior
to the Closing Date. Each such Governmental Authorization and consent shall be
in full force and effect, except in a case where the failure to obtain or
maintain a Governmental Authorization or consent, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. All applicable waiting periods shall have expired without any action
being taken or threatened by any competent authority that would restrain,
prevent, or otherwise impose adverse conditions on the transactions contemplated
by the Loan Documents or the financing thereof. No action, request for stay,
petition for review or rehearing, reconsideration, or appeal with respect to any
of the foregoing shall be pending, and the time for any applicable Government
Authority to take action to set aside its consent on its own motion shall have
expired. There shall be no litigation or governmental, administrative or
judicial action, actual or threatened, that could reasonably be expected to
restrain, prevent or impose materially burdensome conditions on the transactions
contemplated hereby.

            O.      Payment of Transaction Costs. All fees, costs, expenses and
other amounts owing to the Agents (including, without limitation, fees, costs
and expenses of counsel) shall have been indefeasibly paid in full in
immediately available funds by the Company, using cash on hand.

                                       81                       CREDIT AGREEMENT

<PAGE>

            P.      Completion of Proceedings. All corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by the Administrative Agent, acting on behalf of the Lenders, and its
counsel shall be satisfactory in form and substance to the Administrative Agent
and such counsel, and the Administrative Agent and such counsel shall have
received all such counterpart originals or certified copies of such documents as
the Administrative Agent may reasonably request.

     4.2    Conditions to All Loans.
            -----------------------

            The obligations of the Lenders to make Loans (other than Loans used
to reimburse the Swing Line Lender under subsection 2.1A(ii)(b)) on each Funding
Date are subject to the following further conditions precedent:

            A.      The Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, an
originally executed Notice of Borrowing, in each case signed by a duly
authorized Officer of the Company.

            B.      As of that Funding Date:

            (i)     The representations and warranties contained herein and in
     the other Loan Documents shall be true, correct and complete on and as of
     that Funding Date to the same extent as though made on and as of that date,
     except to the extent that such representations and warranties specifically
     relate to an earlier date, in which case such representations and
     warranties shall have been true, correct and complete on and as of such
     earlier date; provided, that this clause shall not apply to any
     Discretionary Swing Line Loan to the extent waived by the Administrative
     Agent in its sole discretion in connection with such Discretionary Swing
     Line Loan;

            (ii)    No event shall have occurred and be continuing or would
     result from the consummation of the borrowing contemplated by such Notice
     of Borrowing that would constitute an Event of Default or a Potential Event
     of Default; provided, however, that this clause shall not apply to any
     Discretionary Swing Line Loan to the extent waived by the Administrative
     Agent in its sole discretion in connection with such Discretionary Swing
     Line Loan;

            (iii)   Each Loan Party and each Receivables SPV shall have
     performed all agreements and satisfied all conditions that this Agreement
     or any of the other Loan Documents provides shall be performed or satisfied
     by it on or before that Funding Date; provided, however, that this clause
     shall not apply to any Discretionary Swing Line Loan to the extent waived
     by the Administrative Agent in its sole discretion in connection with such
     Discretionary Swing Line Loan;

            (iv)    No order, judgment or decree of any arbitrator or Government
     Authority shall purport to enjoin or restrain any Lender from making the
     Loans to be made by it on that Funding Date;

                                       82                       CREDIT AGREEMENT

<PAGE>

            (v)     After giving effect to the Loans requested on the Funding
     Date, the Total Utilization of Revolving Loan Commitments will not exceed
     the Revolving Loan Commitments then in effect;

            (vi)    After giving effect to the Loans requested on the Funding
     Date, the Total Utilization of Revolving Loan Commitments will not exceed
     the Borrowing Base then in effect; provided, however, that this clause
     shall not apply to the borrowing of any Discretionary Swing Line Loan;

            (vii)   In the case of any Discretionary Swing Line Loan:

                    (a)  after giving effect to the Loans requested on the
            Funding Date, the Total Utilization of Revolving Loan Commitments
            will not exceed the Maximum Discretionary Borrowing Base Amount
            currently in effect;

                    (b)  after giving effect to the Loans requested on the

            Funding Date, the aggregate outstanding principal amount of
            Discretionary Swing Line Loans and Special Revolving Loans will
            not exceed the Maximum Discretionary Amount currently in effect;

                    (c)  the chief financial officer of the Company shall have
            provided a certificate describing the use of proceeds for such
            Discretionary Swing Line Loans and certifying that such use shall
            not violate subsection 2.5 hereof; and

                    (d)  each Loan Party and each Receivables SPV shall have
            complied with all other conditions to the borrowing of such
            Discretionary Swing Line Loans that the Administrative Agent has
            deemed necessary in its sole discretion; and

            (viii)  The Company shall have delivered such other certificates or
     documents that the Administrative Agent or the Collateral Agent may
     reasonably request, in form and substance satisfactory to the
     Administrative Agent and the Collateral Agent.

            C.      On or prior to that Funding Date, the Company (i) shall have
delivered all of the Deposit Agreements that subsection 6.13 requires the
Company to deliver on or before August 15, 2003, and (ii) shall have delivered
all of the policy endorsements that subsection 6.4D requires the Company to
deliver on or before August 15, 2003, in each case regardless of whether that
Funding Date occurs before, on, or after August 15, 2003.

     4.3    Conditions to Letters of Credit.
            -------------------------------

            The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue or arrange for the issuance of
such Letter of Credit) is subject to the following conditions precedent:

            A.      At least one day before the date of issuance of the initial
Letter of Credit pursuant to this Agreement, the Closing Date shall have
occurred.

                                       83                       CREDIT AGREEMENT

<PAGE>

            B.      On or before the date of issuance of such Letter of Credit,
the Administrative Agent shall have received, in accordance with the provisions
of subsection 3.1B(i), an originally executed Request for Issuance (or a
facsimile copy thereof) in each case signed by a duly authorized Officer of the
Company, together with all other information specified in subsection 3.1B(i) and
such other documents or information as the applicable Issuing Lender may
reasonably require in connection with the issuance of such Letter of Credit.

            C.      On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2B shall be satisfied to the same
extent as if the issuance of such Letter of Credit were the making of a Loan and
the date of issuance of such Letter of Credit were a Funding Date.

Section 5.  REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders to enter into this Agreement and to
make the Loans, to induce the Issuing Lenders to issue or arrange for the
issuance of Letters of Credit and to induce the Revolving Lenders to purchase
participations therein, each of Holdings and the Company represents and warrants
to each Lender:

     5.1    Organization, Powers, Qualification, Good Standing, Business,
            -------------------------------------------------------------
            Subsidiaries and Compliance with Laws.
            -------------------------------------

            A.      Organization and Powers. Each of Holdings and its Material
Subsidiaries is a corporation, partnership, trust, or limited liability company
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization as specified in Schedule 5.1 annexed hereto. Each
of Holdings and its Material Subsidiaries has all requisite power and authority
to own and operate its properties, to carry on its business as now conducted and
as proposed to be conducted, to enter into the Loan Documents to which it is a
party and to carry out the transactions contemplated thereby.

            B.      Qualification and Good Standing. Each of Holdings and its
Material Subsidiaries is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, except in jurisdictions where the failure to be so
qualified or in good standing has not had and could not reasonably be expected
to result in a Material Adverse Effect.

            C.      Conduct of Business. Holdings and its Material Subsidiaries
are engaged only in the businesses permitted to be engaged in pursuant to
subsections 7.11 and 8.13.

            D.      Subsidiaries. All of the Subsidiaries of Holdings and their
jurisdictions of organization are identified in Schedule 5.1 annexed hereto, as
said Schedule 5.1 may be supplemented from time to time pursuant to the
provisions of subsection 6.1(xv). The Capital Stock of each of the Material
Subsidiaries of Holdings identified in Schedule 5.1 annexed hereto (as so
supplemented) is duly authorized, validly issued, fully paid and nonassessable
and none of such Capital Stock constitutes Margin Stock. Schedule 5.1 annexed
hereto (as so supplemented)

                                       84                       CREDIT AGREEMENT

<PAGE>

correctly sets forth the ownership interest of Holdings and each of its
Subsidiaries in each of the Subsidiaries of Holdings identified therein.
Schedule 5.1A identifies all existing Joint Ventures and equity investments of
Holdings and its Subsidiaries as of the Closing Date.

            E.      Compliance with Laws, Etc. Holdings, each of its Material
Subsidiaries is in compliance with the requirements of all applicable laws,
rules, regulations and orders of any Government Authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
result in, individually or in the aggregate, a Material Adverse Effect.

     5.2    Authorization of Borrowing, etc.
            -------------------------------

            A.      Authorization of Borrowing. The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
action on the part of each Loan Party that is a party thereto and each
Receivables SPV that is a party thereto.

            B.      No Conflict. The execution, delivery and performance by the
Loan Parties and the Receivables SPV's of the Loan Documents to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to Holdings or any of its
Subsidiaries, the Organizational Documents of Holdings or any of its
Subsidiaries or any order, judgment or decree of any court or other Government
Authority binding on Holdings or any of its Subsidiaries, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of Holdings or any of its Subsidiaries
that could reasonably be expected to result in a Material Adverse Effect, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Holdings or any of its Material Subsidiaries (other than
any Liens created under any of the Loan Documents in favor of the Collateral
Agent on behalf of the Lenders), or (iv) require any approval of stockholders or
any approval or consent of any Person under any Contractual Obligation of
Holdings or any of its Material Subsidiaries, except for such approvals or
consents as will be obtained on or before the Closing Date and disclosed in
writing to Lenders.

            C.      Governmental Consents. The execution, delivery and
performance by the Loan Parties and the Receivables SPV's of the Loan Documents
to which they are parties and the consummation of the transactions contemplated
by the Loan Documents do not and will not require any Governmental
Authorization, except as have been obtained.

            D.      Binding Obligation. Each of the Loan Documents has been duly
executed and delivered by each Loan Party that is a party thereto and by each
Receivables SPV that is a party thereto and is the legally valid and binding
obligation of each such Loan Party and each such Receivables SPV, enforceable
against each such Loan Party and each such Receivables SPV in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

                                       85                       CREDIT AGREEMENT

<PAGE>

     5.3    Financial Condition.
            -------------------

            The Company has heretofore delivered to the Lenders, at the Lenders'
request, audited financial statements of Holdings and its Subsidiaries for
Fiscal Years 2000, 2001, and 2002, consisting of consolidated balance sheets and
the related consolidated statements of income or loss, stockholders' equity or
deficit, and cash flows for such Fiscal Years.

            All such statements were prepared in conformity with GAAP and
fairly  present,  in  all  material  respects,  the  financial  position  (on  a
consolidated basis) of the entities described in such financial statements as at
the respective  dates thereof and the results of operations and cash flows (on a
consolidated  basis) of the entities  described  therein for each of the periods
then ended, subject, in the case of any such unaudited financial statements,  to
changes resulting from audit and normal year-end  adjustments.  Neither Holdings
nor any of its  Subsidiaries has (and will not have following the funding of the
initial Loans) any Contingent Obligation,  contingent liability or liability for
taxes,  long-term lease or unusual forward or long-term  commitment  that, as of
the Closing Date, is not reflected in the foregoing financial  statements or the
notes thereto and, as of any Funding Date subsequent to the Closing Date, is not
reflected in the most recent financial  statements delivered to Lenders pursuant
to  subsection  6.1 or the notes thereto and that, in any such case, is material
in  relation  to  the  business,   operations,   properties,  assets,  condition
(financial or otherwise) or prospects of Holdings or any of its Subsidiaries. As
of the  Closing  Date there are no items of  Indebtedness  of  Holdings  and its
Subsidiaries  that  are not  required  to be  recorded  on a  balance  sheet  in
accordance with GAAP, with a full  description of each such item, and the amount
of Indebtedness in respect of each item.

     5.4    No Material Adverse Change; No Restricted Junior Payments.
            ---------------------------------------------------------

            Since December 31, 2002, no event or change has occurred that has
resulted in or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Neither Holdings nor any of its Subsidiaries has directly or
indirectly declared, ordered, paid or made, or set apart any sum or property
for, any Restricted Junior Payment or agreed to do so except as permitted by
subsection 7.5.

     5.5    Title to Properties; Liens; Real Property; Intellectual Property.
            ----------------------------------------------------------------

            A.      Title to Properties; Liens. Holdings and its Material
Subsidiaries have (i) good, sufficient and legal title to (in the case of fee
interests in real property), (ii) valid leasehold interests in (in the case of
leasehold interests in real or personal property), or (iii) good title to (in
the case of all other personal property), all of their respective properties and
assets reflected in the financial statements referred to in subsection 5.3 or in
the most recent financial statements delivered pursuant to subsection 6.1, in
each case that are necessary to their business as presently conducted, and in
each case except for assets disposed of since the date of such financial
statements in the ordinary course of business or as otherwise permitted under
subsection 7.7. Except as permitted by this Agreement, all such properties and
assets are free and clear of Liens.

                                       86                       CREDIT AGREEMENT

<PAGE>

            B.      Intellectual Property. As of the Closing Date, Holdings and
its Material Subsidiaries own or have the right to use, all Intellectual
Property used in the conduct of their business, except where the failure to own
or have such right to use in the aggregate would not reasonably be expected to
result in a Material Adverse Effect. No claim has been asserted and is pending
by any Person challenging or questioning the use of any such Intellectual
Property or the validity or effectiveness of any such Intellectual Property, nor
does the Company know of any valid basis for any such claim, except for such
claims that would not be reasonably likely to be adversely determined, or if so
determined in the aggregate could not reasonably be expected to result in a
Material Adverse Effect. The use of such Intellectual Property by Holdings and
its Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     5.6    Litigation; Adverse Facts.
            -------------------------

            There are no Proceedings (whether or not purportedly on behalf of
Holdings or any of its Material Subsidiaries) at law or in equity, or before or
by any court or other Government Authority (including any Environmental Claims)
that are pending or, to the knowledge of the Company, threatened against or
affecting Holdings or any of its Material Subsidiaries or any property of
Holdings or any of its Material Subsidiaries and that, individually or in the
aggregate, would be reasonably likely to be adversely determined, and if so
determined could reasonably be expected to result in a Material Adverse Effect.
Neither Holdings nor any of its Material Subsidiaries (i) is in violation of any
applicable laws (including Environmental Laws) that, individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect,
or (ii) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or other Government
Authority that, individually or in the aggregate, would reasonably be expected
to result in a Material Adverse Effect. As of the Closing Date, except as
disclosed on Schedule 5.6, there are no Proceedings (whether or not purportedly
on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before
or by any court or other Government Authority (including any Environmental
Claims) that are pending or, to the knowledge of the Company, threatened against
or affecting Holdings or any of its Subsidiaries or any property of Holdings or
any of its Material Subsidiaries and that, individually or in the aggregate, if
adversely determined, has a reasonable likelihood of resulting in a Material
Adverse Effect.

     5.7    Payment of Taxes.
            ----------------

            Except to the extent permitted by subsection 6.3, all tax returns
and reports of Holdings and its Material Subsidiaries required to be filed by
any of them have been timely filed, and all taxes shown on such tax returns to
be due and payable and all assessments, fees and other governmental charges upon
Holdings and its Material Subsidiaries and upon their respective properties,
assets, income, businesses and franchises that are due and payable have been
paid when due and payable. The Company knows of no proposed tax assessment
against Holdings or any of its Material Subsidiaries that is not being actively
contested by Holdings or such Material Subsidiary in good faith and by
appropriate proceedings; provided that such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been

                                       87                       CREDIT AGREEMENT

<PAGE>

made or provided therefor. Except as described on Schedule 5.7, there are no tax
audits by any Government Authority pending or, to the knowledge of the Company,
threatened with respect to Holdings or any of its Material Subsidiaries.

     5.8    Performance of Agreements; Material Contracts.
            ---------------------------------------------

            Neither Holdings nor any of its Material Subsidiaries is in default
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and no
condition exists that, with the giving of notice or the lapse of time or both,
would constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, would not reasonably be expected
to result in a Material Adverse Effect.

     5.9    Governmental Regulation.
            -----------------------

            Neither Holdings nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable.

     5.10   Securities Activities.
            ---------------------

            A.      Neither Holdings nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

            B.      Following application of the proceeds of each Loan, not more
than 25% of the value of the assets (either of the Company only or of Holdings
and its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 7.2 or 7.7 or subject to any restriction contained in any agreement
or instrument, between the Company and any Lender or any Affiliate of any
Lender, relating to Indebtedness and within the scope of subsection 8.2, will be
Margin Stock.

     5.11   Employee Benefit Plans.
            ----------------------

            Except where the following would not reasonably be expected to
result in a Material Adverse Effect:

            A.      Holdings, each of its Subsidiaries and each of their
respective ERISA Affiliates is in compliance with all applicable provisions and
requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan. Each Employee Benefit Plan
that is intended to qualify under Section 401(a) of the Internal Revenue Code is
so qualified.

            B.      No ERISA Event has occurred or is reasonably expected to
 occur.

                                       88                       CREDIT AGREEMENT

<PAGE>

            C.      As of the most recent valuation date for any Pension Plan,
the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities) would not reasonably be expected to result in a
Material Adverse Effect.

            D.      As of the date hereof, Holdings and its Subsidiaries have
made full payment when due of all required contributions to any Foreign Plan.

     5.12   Certain Fees.
            ------------

            No broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated hereby, and
the Company hereby indemnifies Lenders against, and agrees that it will hold
Lenders harmless from, any claim, demand or liability for any such broker's or
finder's fees alleged to have been incurred in connection herewith or therewith
and any expenses (including reasonable fees, expenses and disbursements of
counsel) arising in connection with any such claim, demand or liability.

     5.13   Environmental Protection.
            ------------------------

            A.      Neither Holdings nor any of its Subsidiaries nor any of
their respective Facilities or operations are subject to any outstanding written
order, consent decree or settlement agreement with any Person relating to (a)
any Environmental Law, (b) any Environmental Claim, or (c) any Hazardous
Materials Activity that in each case would reasonably be expected to result in a
Material Adverse Effect.

            B.      Neither Holdings nor any of its Subsidiaries has received
any letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9604) or
any comparable state law that in each case would reasonably be expected to
result in a Material Adverse Effect.

            C.      Neither Holdings nor any of its Subsidiaries nor, to the
Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has
filed any notice under any Environmental Law indicating past or present
treatment of Hazardous Materials at any Facility, and none of Holdings's or any
of its Subsidiaries' operations involves the generation, transportation,
treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R.
Parts 260-270 or any state equivalent that in each case would reasonably be
expected to result in a Material Adverse Effect.

            D.      Compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws would not, individually or
in the aggregate, be reasonably expected to result in a Material Adverse Effect.

            E.      For purposes of this subsection 5.13, the occurrence of an
event described in subsections 5.13A through D, above, shall be deemed not to
have resulted, and not to be reasonably expected to result, in a Material
Adverse Effect if, as of any date of determination,

                                       89                       CREDIT AGREEMENT

<PAGE>

the aggregate liability of Holdings and its Subsidiaries for all events
described in subsections 5.13A through D that have occurred and are continuing
either (i) does not exceed $100,000,000 or (ii) (a) was immediately paid when
due (or, if not yet paid, is not past due) and (b) has not resulted, and would
not reasonably be expected to result, in an Event of Default after giving effect
to the payment of all such liabilities.

     5.14   Employee Matters.
            ----------------

            There is no strike or work stoppage in existence or threatened
involving Holdings or any of its Subsidiaries that could reasonably be expected
to result in a Material Adverse Effect. Copies of all collective bargaining
agreements and other employment agreements of Holdings and its Subsidiaries have
been previously delivered to the Administrative Agent and the Collateral Agent.

     5.15   Solvency.
            --------

            Holdings and its Subsidiaries (i) on the date of this Agreement,
are, (ii) on the Closing Date, will be, and (iii) upon the making of Loans or
other extensions of credit hereunder on any date on which this representation is
made, will be, Solvent on a consolidated basis.

     5.16   Matters Relating to Collateral.
            ------------------------------

            A.      Creation, Perfection and Priority of Liens. The execution
and delivery of the Collateral Documents by the Company, together with (i) the
actions taken on or prior to the date hereof pursuant to subsections 4.1J, 6.8
and 6.9 and (ii) the delivery to the Collateral Agent of any Pledged Collateral
not delivered to the Collateral Agent at the time of execution and delivery of
the applicable Collateral Document (all of which Pledged Collateral has been so
delivered) are effective to create in favor of the Collateral Agent for the
benefit of Lenders, as security for the respective Secured Obligations (as
defined in the applicable Collateral Document in respect of any Collateral), a
valid First Priority Lien on all of the Collateral, and all filings and other
actions necessary or desirable (except with respect to Bailee Consents, Landlord
Consents, and Mortgagee Consents permitted to be outstanding hereunder) to
perfect and maintain the perfection and First Priority status of such Liens have
been duly made or taken and remain in full force and effect, other than the
filing of any UCC financing statements delivered to the Collateral Agent for
filing (but not yet filed) and the periodic filing of UCC continuation
statements in respect of UCC financing statements filed by or on behalf of the
Collateral Agent.

            B.      Governmental Authorizations. No authorization, approval or
other action by, and no notice to or filing with, any Government Authority is
required for either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of the Administrative Agent pursuant to any of
the Collateral Documents or (ii) the exercise by the Collateral Agent of any
rights or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for filings or recordings contemplated by subsection
5.16A and except as may be required, in connection with the disposition of any
Pledged Collateral, by laws generally affecting the offering and sale of
securities.

                                       90                       CREDIT AGREEMENT

<PAGE>

            C.      Absence of Third-Party Filings. Except such as may have been
filed in favor of the Collateral Agent as contemplated by subsection 5.16A and
to evidence permitted lease obligations and other Liens permitted pursuant to
subsection 7.2, no effective UCC financing statement, fixture filing or other
instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office.

            D.      Margin Regulations. The pledge of the Pledged Collateral
pursuant to the Collateral Documents does not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System.

            E.      Information Regarding Collateral. All information supplied
prior to the Closing Date to the Administrative Agent or the Collateral Agent by
or on behalf of any Loan Party with respect to any of the Collateral (in each
case taken as a whole with respect to any particular Collateral) is accurate and
complete in all material respects.

     5.17   Disclosure.
            ----------

            No representation or warranty of Holdings or any of its Subsidiaries
contained in the Confidential Information Memorandum, in any Loan Document, or
in any other document, certificate or written statement furnished to Lenders by
or on behalf of Holdings or any of its Subsidiaries for use in connection with
the transactions contemplated by this Agreement contains (as of the date on
which such statement is made or is required to be true under subsection 4.2B(i)
or 4.3C or any other provision of the Loan Documents) any untrue statement of a
material fact or omits to state a material fact (known to the Company, in the
case of any document not furnished by it) necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances in which the same were made. The projections and pro forma
financial information contained in the Confidential Information Memorandum are
based upon good faith estimates and assumptions believed by the Company to be
reasonable at the time made, it being recognized by the Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results.

     5.18   Status Under Existing Senior Notes.
            ----------------------------------

            The Obligations constitute a "Permitted Credit Facility" under (and
as defined in) each indenture governing any of the Existing Senior Notes.

     5.19   Deposit Accounts.
            ----------------

            Schedule 5.19 gives a true and accurate description of each of the
Proceeds Remittance Account, the SPV Remittance Account, the Transferor's
Account, the Transferred Receivables Cash Collateral Account, the Concentration
Account, and each Collection Account.

                                       91                       CREDIT AGREEMENT

<PAGE>

Section 6.  AFFIRMATIVE COVENANTS

            Each of Holdings and the Company covenants and agrees that, so long
as any of the Commitments hereunder shall remain in effect and until payment in
full of all of the Loans and other Obligations and the cancellation or
expiration of all Letters of Credit (or other satisfactory disposition thereof
in accordance with subsection 3.6), unless Requisite Lenders shall otherwise
give prior written consent, Holdings and the Company shall perform, and shall
cause each of their respective Subsidiaries to perform, all covenants in this
Section 6.

     6.1    Financial Statements and Other Reports.
            --------------------------------------

            Holdings will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance with
sound business practices to permit preparation of consolidated financial
statements in conformity with GAAP. The Company will deliver to the
Administrative Agent for distribution to Lenders:

            (i)     Events of Default, etc.: promptly upon any officer of
     Holdings or any of its Material Subsidiaries obtaining knowledge (a) of any
     condition or event that constitutes an Event of Default or Potential Event
     of Default, or becoming aware that any Lender has given any notice (other
     than to the Administrative Agent) or taken any other action with respect to
     a claimed Event of Default or Potential Event of Default, (b) that any
     Person has given any notice to Holdings or any of its Subsidiaries or taken
     any other action with respect to a claimed default or event or condition of
     the type referred to in subsection 8.2, (c) of any condition or event
     required to be disclosed in a current report filed by Holdings or any of
     its Subsidiaries with the Securities and Exchange Commission on Form 8-K
     under the Exchange Act, or (d) of the occurrence of any event or change
     that has caused or evidences, either in any case or in the aggregate, a
     Material Adverse Effect, an Officer's Certificate specifying the nature and
     period of existence of such condition, event or change, or specifying the
     notice given or action taken by any such Person and the nature of such
     claimed Event of Default, Potential Event of Default, default, event or
     condition, and what action the Company has taken, is taking and proposes to
     take with respect thereto;

            (ii)    Quarterly Financials: as soon as available and in any event
     within 45 days after the end of each Fiscal Quarter of each Fiscal Year,
     (a) the consolidated balance sheet of Holdings and its Subsidiaries as at
     the end of such Fiscal Quarter and the related consolidated statements of
     income, stockholders' equity, and cash flows of Holdings and its
     Subsidiaries for such Fiscal Quarter and for the period from the beginning
     of the then current Fiscal Year to the end of such Fiscal Quarter, setting
     forth in each case in comparative form the corresponding figures for the
     corresponding periods of the previous Fiscal Year and the corresponding
     figures from the Financial Plan for the current Fiscal Year, all in
     reasonable detail and certified by the chief financial officer of Holdings
     that they fairly present, in all material respects, the financial condition
     of Holdings and its Subsidiaries as at the dates indicated and the results
     of their operations and their cash flows for the periods indicated, subject
     to changes resulting from audit and normal year-end adjustments, and (b) a
     narrative report describing the operations of Holdings and its

                                       92                       CREDIT AGREEMENT

<PAGE>

     Subsidiaries in the form prepared for the "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" portion of the
     Form 10-Q filed with the SEC by Holdings for such Fiscal Quarter;

            (iii)   Year-End Financials: as soon as available and in any event
     within 90 days after the end of each Fiscal Year, (a) the consolidated
     balance sheets of Holdings and its Subsidiaries as at the end of such
     Fiscal Year and the related consolidated statements of income,
     stockholders' equity, and cash flows of Holdings and its Subsidiaries for
     such Fiscal Year, setting forth in each case in comparative form the
     corresponding figures for the previous Fiscal Year and the corresponding
     figures from the Financial Plan for the Fiscal Year covered by such
     financial statements, all in reasonable detail and certified by the chief
     financial officer of Holdings that they fairly present, in all material
     respects, the financial condition of Holdings and its Subsidiaries as at
     the dates indicated and the results of their operations and their cash
     flows for the periods indicated, (b) a narrative report describing the
     operations of Holdings and its Subsidiaries in the form prepared for the
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" portion of the Form 10-K filed with the SEC by Holdings for
     such Fiscal Year, and (c) in the case of such consolidated financial
     statements, a report thereon of Deloitte & Touche LLP or other independent
     certified public accountants of recognized national standing selected by
     Holdings and satisfactory to the Administrative Agent, which report shall
     be unqualified, shall express no doubts about the ability of Holdings and
     its Subsidiaries to continue as a going concern, and shall state that such
     consolidated financial statements fairly present, in all material respects,
     the consolidated financial position of Holdings and its Subsidiaries as at
     the dates indicated and the results of their operations and their cash
     flows for the periods indicated in conformity with GAAP applied on a basis
     consistent with prior years (except as otherwise disclosed in such
     financial statements) and that the examination by such accountants in
     connection with such consolidated financial statements has been made in
     accordance with generally accepted auditing standards;

            (iv)    Compliance Certificates: together with each delivery of
     financial statements pursuant to subdivisions (ii) and (iii) above, (a) an
     Officer's Certificate of the Company stating that the signers have reviewed
     the terms of this Agreement and have made, or caused to be made under their
     supervision, a review in reasonable detail of the transactions and
     condition of Holdings and its Subsidiaries during the accounting period
     covered by such financial statements and that such review has not disclosed
     the existence during or at the end of such accounting period, and that the
     signers do not have knowledge of the existence as at the date of such
     Officer's Certificate, of any condition or event that constitutes an Event
     of Default or Potential Event of Default, or, if any such condition or
     event existed or exists, specifying the nature and period of existence
     thereof and what action the Company has taken, is taking and proposes to
     take with respect thereto, and (b) a Compliance Certificate demonstrating
     in reasonable detail compliance during and at the end of the applicable
     accounting periods with the restrictions contained in Section 7, and
     identifying (with calculations provided in reasonable detail) all
     then-

                                       93                       CREDIT AGREEMENT

<PAGE>

     existing Material Subsidiaries and Immaterial Subsidiaries as at the end of
     the applicable accounting periods;

            (v)     Borrowing Base Certificates: on or before the 15th day after
     the end of each month, a Borrowing Base Certificate (with a duplicate
     original delivered to the Collateral Agent), in the form of Exhibit F,
     demonstrating in reasonable detail the calculation of the Borrowing Base as
     of the end of such month; in addition, if Monthly Average Facility
     Availability for the most recent month for which a Liquidity Certificate
     has been delivered is less than $80,000,000 (or if the Liquidity
     Certificate for the month most recently ended is due but has not been
     delivered) or if an Event of Default has occurred and is continuing, then
     the Collateral Agent shall have the right to request Borrowing Base
     Certificates more than once per month and the Company shall deliver such
     Borrowing Base Certificates; promptly following the receipt of each
     Borrowing Base Certificate delivered pursuant to this subsection 6.1(v),
     the Collateral Agent shall determine or, as the case may be, redetermine
     the Borrowing Base in accordance with the definition thereof, using the
     information contained in such Borrowing Base Certificate, and shall notify
     the Administrative Agent and the Company of the Borrowing Base so
     determined and so redetermined; each such Borrowing Base so determined or
     redetermined by the Collateral Agent shall remain in effect until notice of
     a redetermined Borrowing Base shall have been given by the Collateral Agent
     in accordance with the provisions of this subsection 6.1(v);

            (vi)    Liquidity Certificates: on or before the 15th day after the
     end of each month, a Liquidity Certificate (with a duplicate original
     delivered to the Collateral Agent), in the form of Exhibit G, demonstrating
     in reasonable detail the calculation of the Monthly Average Facility
     Availability as of the end of such month; in addition, each Liquidity
     Certificate that is a Pricing Certificate shall demonstrate in reasonable
     detail the calculation of the Quarterly Average Facility Usage Percentage
     as of the end of the Fiscal Quarter most recently ended; promptly following
     the receipt of each Liquidity Certificate delivered pursuant to this
     subsection 6.1(vi), the Administrative Agent shall determine or, as the
     case may be, redetermine the Monthly Average Facility Availability and, if
     applicable, the Quarterly Average Facility Usage Percentage, in each case
     in accordance with the definition thereof, using the information contained
     in such Liquidity Certificate and the most recent Borrowing Base
     Certificate, and in its internal books and records, and shall notify the
     Company of the Monthly Average Facility Availability and, if applicable,
     the Quarterly Average Facility Usage Percentage so determined and so
     redetermined; each such Monthly Average Facility Availability and Quarterly
     Average Facility Usage Percentage so determined or redetermined by the
     Administrative Agent shall remain in effect until notice of a redetermined
     Monthly Average Facility Availability or Quarterly Average Facility Usage
     Percentage shall have been given by the Administrative Agent in accordance
     with the provisions of this subsection 6.1(vi);

            (vii)   Reconciliation Statements: if, as a result of any change in
     accounting principles and policies from those used in the preparation of
     the audited financial statements referred to in subsection 5.3, the
     consolidated financial statements of Holdings and its Subsidiaries
     delivered pursuant to subdivisions (ii), (iii) or (xv) of this

                                       94                       CREDIT AGREEMENT

<PAGE>

     subsection 6.1 will differ in any material respect from the consolidated
     financial statements that would have been delivered pursuant to such
     subdivisions had no such change in accounting principles and policies been
     made, then (a) together with the first delivery of financial statements
     pursuant to subdivision (ii), (iii) or (xv) of this subsection 6.1
     following such change, consolidated financial statements of the Company and
     its Subsidiaries for (y) the current Fiscal Year to the effective date of
     such change and (z) the two full Fiscal Years immediately preceding the
     Fiscal Year in which such change is made, in each case prepared on a pro
     forma basis as if such change had been in effect during such periods, and
     (b) together with each delivery of financial statements pursuant to
     subdivision (ii), (iii) or (xv) of this subsection 6.1 following such
     change, if required pursuant to subsection 1.2, a written statement of the
     chief accounting officer or chief financial officer of the Company setting
     forth the differences (including any differences that would affect any
     calculations relating to the financial covenants set forth in subsection
     7.6) which would have resulted if such financial statements had been
     prepared without giving effect to such change;

            (viii)  Accountants' Certification: together with each delivery of
     consolidated financial statements pursuant to subdivision (iii) above, a
     written statement by the independent certified public accountants giving
     the report thereon (a) stating that their audit examination has included a
     review of the terms of this Agreement and the other Loan Documents as they
     relate to accounting matters and (b) stating whether, in connection with
     their audit examination, any condition or event that constitutes an Event
     of Default or Potential Event of Default has come to their attention and,
     if such a condition or event has come to their attention, specifying the
     nature and period of existence thereof (provided that such accountants
     shall not be liable by reason of any failure to obtain knowledge of any
     such Event of Default or Potential Event of Default that would not be
     disclosed in the course of their audit examination);

            (ix)    Accountants' Reports: promptly upon receipt thereof (unless
     restricted by applicable professional standards), copies of all reports
     submitted to Holdings or any of its Subsidiaries by independent certified
     public accountants in connection with each annual, interim or other audit
     of the financial statements of Holdings and its Subsidiaries made by such
     accountants, other than the customary comment letter submitted by such
     accountants to management relating to the routine assessment of internal
     controls in connection with their annual audit;

            (x)     SEC Filings and Press Releases: promptly upon their becoming
     available, copies of (a) all financial statements, reports, notices and
     proxy statements sent or made available generally by Holdings to its
     security holders or by any Subsidiary of Holdings to its security holders
     other than Holdings or another Subsidiary of Holdings, (b) all regular and
     periodic reports and all registration statements (other than on Form S-8 or
     a similar form) and prospectuses, if any, filed by Holdings or any of its
     Subsidiaries with any securities exchange or with the Securities and
     Exchange Commission or any governmental or private regulatory authority,
     and (c) all press releases and other statements made available generally by
     Holdings or any of its Subsidiaries to the public concerning material
     developments in the business of Holdings or any of its Subsidiaries;

                                       95                       CREDIT AGREEMENT

<PAGE>
            (xi)    Litigation or Other Proceedings: (a) promptly upon any
     Officer of Holdings or any of its Subsidiaries obtaining knowledge of (1)
     the institution of, or non-frivolous threat of, any Proceeding against or
     affecting Holdings or any of its Subsidiaries or any property of Holdings
     or any of its Subsidiaries not previously disclosed in writing by the
     Company to the Lenders or (2) any material development in any Proceeding
     (to the extent that Holdings is required to disclose such development in
     its SEC filings) that, in any case:

                    (x)  would reasonably be expected to be adversely determined
                    and if so determined, could reasonably be expected to result
                    in a Material Adverse Effect; or

                    (y)  seeks to enjoin or otherwise prevent the consummation
                    of, or to recover any damages or obtain relief as a result
                    of, the transactions contemplated hereby;

     written notice thereof together with such other information as may be
     reasonably available to Holdings or any of its Subsidiaries to enable the
     Lenders and their counsel to evaluate such matters; and (b) within twenty
     days after the end of each Fiscal Quarter, a schedule of all Proceedings
     involving an alleged liability of, or claims against or affecting, Holdings
     or any of its Subsidiaries equal to or greater than $25,000,000 and having
     a reasonable likelihood of success on the merits, and promptly after
     request by the Administrative Agent such other information as may be
     reasonably requested by the Administrative Agent to enable the
     Administrative Agent and its counsel to evaluate any of such Proceedings;

            (xii)   ERISA Events: promptly upon becoming aware of the occurrence
     of or forthcoming occurrence of any ERISA Event, a written notice
     specifying the nature thereof, what action Holdings, any of its
     Subsidiaries or any of their respective ERISA Affiliates has taken, is
     taking or proposes to take with respect thereto and, when known, any action
     taken or threatened by the Internal Revenue Service, the Department of
     Labor or the PBGC with respect thereto;

            (xiii)  ERISA Notices: with reasonable promptness, copies of (a) all
     notices received by Holdings, any of its Subsidiaries or any of their
     respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an
     ERISA Event; and (b) copies of such other documents or governmental reports
     or filings relating to any Employee Benefit Plan as the Administrative
     Agent shall reasonably request;

            (xiv)   Financial Plans: as soon as practicable and in any event no
     later than 45 days after the beginning of each Fiscal Year, a consolidated
     plan and financial forecast for such Fiscal Year (the "Financial Plan" for
     such Fiscal Year), including (a) forecast consolidated balance sheets and
     statements of income and cash flows of Holdings and its Subsidiaries for
     such Fiscal Year, together with pro forma covenant calculations for such
     Fiscal Year and an explanation of the assumptions on which such forecasts
     are based, and (b) forecast consolidated balance sheets and statements of
     income and cash flows of

                                       96                       CREDIT AGREEMENT

<PAGE>

     Holdings and its Subsidiaries for each quarter of such Fiscal Year,
     together with pro forma covenant calculations for such Fiscal Quarter and
     an explanation of the assumptions on which such forecasts are based;

            (xv)    Insurance: as soon as practicable after (a) any material
     change in insurance coverage maintained by Holdings and its Subsidiaries or
     (b) the occurrence of any material losses or claims, notice thereof to the
     Administrative Agent and the Collateral Agent specifying the changes and
     reasons therefor, or describing in reasonable detail the losses and claims;

            (xvi)   Governing Body: with reasonable promptness, written notice
     of any change in the Governing Body of Holdings or the Company;

            (xvii)  New Subsidiaries: promptly upon any Person becoming a
     Subsidiary of Holdings, a written notice setting forth with respect to such
     Person (a) the date on which such Person became a Subsidiary of Holdings,
     (b) all of the data required to be set forth in Schedule 5.1 annexed hereto
     with respect to all Subsidiaries of Holdings (it being understood that such
     written notice shall be deemed to supplement Schedule 5.1 annexed hereto
     for all purposes of this Agreement), and (c) whether such Person is a
     Material Subsidiary or an Immaterial Subsidiary (determined on a pro forma
     basis as if such Person had become a Subsidiary on the first day of the
     Fiscal Quarter most recently ended for which financial statements are
     available at such time);

            (xviii) Copies of Notices. promptly after the delivery to or by
     Holdings or any of its Subsidiaries of any of the following, copies of all
     notices and reports delivered in connection with any Existing Indebtedness
     or any other material Indebtedness of Holdings or any of its Subsidiaries;

            (xix)   Good Standing Certificates: if requested by the
     Administrative Agent or the Collateral Agent, together with each delivery
     of annual financial statements pursuant to subdivision (iii) above, a good
     standing certificate as to the Company from its jurisdiction of
     organization; and

            (xx)    Other Information: with reasonable promptness, such other
     information and data with respect to Holdings or any of its Subsidiaries as
     from time to time may be reasonably requested by any Lender.

     6.2    Existence, etc.
            --------------

            Except as permitted under subsection 7.7, Holdings will, and will
cause each of its Material Subsidiaries to, at all times preserve and keep in
full force and effect its existence in the jurisdiction of organization
specified on Schedule 5.1 and all rights and franchises material to its business
as conducted at such time; provided, however, that neither Holdings nor any of
its Material Subsidiaries shall be required to preserve any such right or
franchise if the Governing Body of Holdings or such Material Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of Holdings or such Material Subsidiary, as the

                                       97                       CREDIT AGREEMENT

<PAGE>

case may be, and that the loss thereof is not disadvantageous in any material
respect to Holdings, such Material Subsidiary or the Lenders.

     6.3    Payment of Taxes and Claims; Tax.
            --------------------------------

            A.      Holdings will, and will cause each of its Subsidiaries to,
pay all taxes, assessments and other governmental charges imposed upon it or any
of its properties or assets or in respect of any of its income, businesses or
franchises before any material penalty accrues thereon, and all claims
(including claims for labor, services, materials and supplies) for sums that
have become due and payable and that by law have or may become a Lien upon any
of its properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided that no such tax, assessment, charge or
claim need be paid if (i) such non-payment could not subject Holdings or any of
its Subsidiaries to civil or criminal penalty or liability of $5,000,000 or more
or involve any risk of sale, forfeiture, or loss of any property, right, or
interest worth $5,000,000 or more or (ii) it is being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, so long as
(x) such reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor and (y) in the case of a tax,
assessment, charge or claim which has or may become a Lien against any of the
Collateral, such proceedings conclusively operate to stay the sale of any
portion of the Collateral to satisfy such charge or claim.

            B.      Holdings will not, nor will it permit any of its Material
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Holdings or any of its Subsidiaries).

     6.4    Maintenance of Properties; Insurance; Application of Net Insurance/
            -------------------------------------------------------------------
            Condemnation Proceeds.
            ---------------------

            A.      Maintenance of Properties. Holdings will, and will cause
     each of its Material Subsidiaries to, maintain or cause to be maintained in
     good repair, working order and condition, ordinary wear and tear excepted,
     all material properties except to the extent that a Material Adverse Effect
     could not reasonably be expected to result therefrom.

            B.      Insurance.

            (i)     Insurance Generally. Holdings will, and will cause each of
     its Material Subsidiaries to, maintain or cause to be maintained, with
     financially sound and reputable insurers, such commercial general liability
     insurance (including third party property damage insurance) and property
     insurance (including business interruption insurance) with respect to
     liabilities, losses or damage in respect of the assets, properties and
     businesses of the Holdings and its Material Subsidiaries as may customarily
     be carried or maintained under similar circumstances by corporations of
     established reputation engaged in similar businesses, in each case in such
     amounts (giving effect to self-insurance), with such deductibles, covering
     such risks and otherwise on such terms and conditions as shall be customary
     for corporations similarly situated in the industry. Each

                                       98                       CREDIT AGREEMENT

<PAGE>

     policy of liability insurance shall name the Collateral Agent for the
     benefit of the Lenders as an additional insured thereunder as its interests
     may appear.

            (ii)    Insurance on the Collateral. Without limiting the generality
     of the foregoing, the Company will maintain or cause to be maintained
     replacement value property insurance on the Collateral under such policies
     of insurance, with such insurance companies, in such amounts, with such
     deductibles, and covering such risks as are at all times satisfactory to
     each of the Collateral Agent and the Administrative Agent in its reasonable
     credit judgment. Each policy of insurance on the Collateral shall contain a
     loss payable clause or endorsement, satisfactory in form and substance to
     the Administrative Agent and the Collateral Agent, that names the
     Collateral Agent for the benefit of the Lenders as the loss payee
     thereunder for any covered loss and provides for at least 30 days prior
     written notice to the Administrative Agent and the Collateral Agent of any
     modification or cancellation of such policy. In addition, the Company shall
     give at least 30 days prior written notice to the Administrative Agent and
     the Collateral Agent of any changes to the policies of insurance described
     in the preceding sentence.

            C.      Application of Net Insurance/Condemnation Proceeds.

            (i)     Net Insurance/Condemnation Proceeds Received by Holdings or
     any of Its Subsidiaries. Upon receipt by Holdings or any of its
     Subsidiaries other than any Receivables SPV of any Net
     Insurance/Condemnation Proceeds, (a) so long as no Event of Default or
     Potential Event of Default shall have occurred and be continuing, Holdings
     shall, or shall cause one or more of its Subsidiaries to, promptly and
     diligently apply such Net Insurance/Condemnation Proceeds to pay or
     reimburse the costs of repairing, restoring or replacing the assets in
     respect of which such Net Insurance/Condemnation Proceeds were received or,
     to the extent not so applied within 180 days after the date of receipt, to
     repay the Loans as provided in subsection 2.4A, and (b) if an Event of
     Default or Potential Event of Default shall have occurred and be
     continuing, the Company shall apply an amount equal to such Net
     Insurance/Condemnation Proceeds to repay the Loans as provided in
     subsection 2.4A.

            (ii)    Net Insurance/Condemnation Proceeds Received by Collateral
     Agent. Upon receipt by the Collateral Agent of any Net
     Insurance/Condemnation Proceeds as loss payee, the Collateral Agent shall,
     and Holdings and each of its Subsidiaries other than any Receivables SPV
     hereby authorizes the Collateral Agent to, (a) if an Event of Default or
     Potential Event of Default shall have occurred and be continuing, turn over
     such Net Insurance/Condemnation Proceeds to the Administrative Agent, and
     the Administrative Agent shall, and Holdings and each of its Subsidiaries
     hereby authorizes the Administrative Agent to, apply such Net
     Insurance/Condemnation Proceeds to repay the Obligations as provided in
     subsection 2.4C, and (b) so long as no Event of Default or Potential Event
     of Default shall have occurred and be continuing, (1) if the Cash
     Management System has not been activated pursuant to subsection 6.9B, or
     has been de-activated pursuant to such subsection with respect to all
     Deposit Accounts with respect to which it had previously been activated,
     the Collateral Agent shall deliver such Net Insurance/Condemnation Proceeds
     to the Company, and the Company shall, or shall

                                       99                       CREDIT AGREEMENT

<PAGE>

     cause Holdings or one or more of its Subsidiaries to, apply promptly such
     Net Insurance/Condemnation Proceeds to the costs of repairing, restoring,
     or replacing the assets in respect of which such Net Insurance/Condemnation
     Proceeds were received, and (2) if the Cash Management System has been
     activated pursuant to subsection 6.9B with respect to any Deposit Account
     and has not been de-activated pursuant to such subsection with respect to
     all such Deposit Accounts, the Collateral Agent shall hold such Net
     Insurance/Condemnation Proceeds pursuant to the terms of the Security
     Agreement and, so long as Holdings or any of its Subsidiaries proceeds
     diligently to repair, restore or replace the assets of Holdings or such
     Subsidiary in respect of which such Net Insurance/Condemnation Proceeds
     were received, the Collateral Agent shall from time to time disburse to
     Holdings or such Subsidiary from the Collateral Account, to the extent of
     any such Net Insurance/Condemnation Proceeds remaining therein in respect
     of the applicable covered loss, amounts necessary to pay the cost of such
     repair, restoration or replacement after the receipt by the Administrative
     Agent and the Collateral Agent of invoices or other documentation
     reasonably satisfactory to the Administrative Agent and the Collateral
     Agent relating to the amount of costs so incurred and the work performed
     (including, if required by the Administrative Agent or the Collateral
     Agent, lien releases and architects' certificates); provided, however that
     if at any time the Administrative Agent or the Collateral Agent reasonably
     determines (A) that Holdings or such Subsidiary is not proceeding
     diligently with such repair, restoration or replacement or (B) that such
     repair, restoration or replacement cannot be completed with the Net
     Insurance/Condemnation Proceeds then held by the Collateral Agent for such
     purpose, together with funds otherwise available to Holdings or such
     Subsidiary for such purpose, or that such repair, restoration or
     replacement cannot be completed within 180 days after the receipt by the
     Collateral Agent of such Net Insurance/Condemnation Proceeds, then the
     Collateral Agent shall, and Holdings and each of its Subsidiaries other
     than any Receivables SPV hereby authorizes the Collateral Agent to, turn
     over such Net Insurance/Condemnation Proceeds to the Administrative Agent,
     and the Administrative Agent shall, and Holdings and each of its
     Subsidiaries hereby authorizes the Administrative Agent to, apply such Net
     Insurance/Condemnation Proceeds to repay the Loans as provided in
     subsection 2.4A(iii)(b).

            D.      Policy Endorsements. No later than August 15, 2003, the
Company shall deliver to the Administrative Agent and the Collateral Agent
policy endorsements indicating that the Collateral Agent on behalf of the
Lenders has been named as additional insured and/or loss payee thereunder to the
extent required under this subsection 6.4.

     6.5    Inspection Rights; Lender Meeting.
            ---------------------------------

            A.      Inspection Rights. Holdings shall, and shall cause each of
its Subsidiaries to, permit any authorized representatives designated by any
Lender to visit and inspect any of the properties of Holdings or of any of its
Subsidiaries, to inspect, copy and take extracts from its and their financial
and accounting records, and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants
(provided that Holdings or such Subsidiary may, if it so chooses, be present at
or participate in any such

                                      100                       CREDIT AGREEMENT

<PAGE>

discussion), all upon reasonable notice and at such reasonable times during
normal business hours and as often as may reasonably be requested.

            B.      Lender Meeting. The Company will, upon the request of the
Administrative Agent, the Collateral Agent or Requisite Lenders, participate in
a meeting of the Administrative Agent and the Lenders once during each Fiscal
Year to be held at the Company's principal offices (or at such other location as
may be agreed to by the Company and the Administrative Agent) at such time as
may be agreed to by the Company and the Administrative Agent.

     6.6    Compliance with Laws, etc.
            -------------------------

            Holdings shall comply, and shall cause each of its Subsidiaries to
comply, with the requirements of all applicable laws, rules, regulations and
orders of any Government Authority (including all Environmental Laws),
noncompliance with which could reasonably be expected to result in, individually
or in the aggregate, a Material Adverse Effect.

     6.7    Environmental Matters.
            ---------------------

            The Company will deliver to the Administrative Agent and Lenders:

            (i)     Environmental Audits and Reports. As soon as practicable
     following receipt thereof (except where the delivery of the following would
     result in the loss of client/attorney privilege), copies of all
     environmental audits, investigations, analyses and reports of any kind or
     character, whether prepared by personnel of Holdings or any of its
     Subsidiaries or by independent consultants, governmental authorities or any
     other Persons, with respect to significant environmental matters at any
     Facility that, individually or in the aggregate, would reasonably be
     expected to result in a Material Adverse Effect or with respect to any
     Environmental Claims that, individually or in the aggregate, would
     reasonably be expected to result in a Material Adverse Effect;

            (ii)    Notice of Certain Releases, Remedial Actions, Etc. Promptly
     upon the occurrence thereof, written notice describing in reasonable detail
     (a) any Release required to be reported to any federal, state or local
     governmental or regulatory agency under any applicable Environmental Laws,
     the occurrence of which would reasonably be expected to have a Material
     Adverse Effect (b) any remedial action taken by the Company or any other
     Person in response to (1) any Hazardous Materials Activities the existence
     of which would reasonably be expected to result in one or more
     Environmental Claims having, individually or in the aggregate, a Material
     Adverse Effect, or (2) any Environmental Claims that, individually or in
     the aggregate, would reasonably be expected to result in a Material Adverse
     Effect, and (c) the discovery by Holdings or any of its Subsidiaries of any
     occurrence or condition on any real property adjoining or in the vicinity
     of any Facility that could cause such Facility or any part thereof to be
     subject to any material restrictions on the ownership, occupancy,
     transferability or use thereof under any Environmental Laws that would
     reasonably be expected to result in a Material Adverse Effect.

                                      101                       CREDIT AGREEMENT

<PAGE>

            (iii)   Written Communications Regarding Environmental Claims,
     Releases, Etc. As soon as practicable following the sending or receipt
     thereof by Holdings or any of its Subsidiaries, a copy of any and all
     written communications with respect to (a) any Environmental Claims that,
     individually or in the aggregate, would reasonably be expected to result in
     a Material Adverse Effect, (b) any Release required to be reported to any
     federal, state or local governmental or regulatory agency, and (c) any
     request for information from any governmental agency that suggests such
     agency is investigating whether Holdings or any of its Subsidiaries may be
     potentially responsible for any Hazardous Materials Activity that would
     reasonably be expected to result in a Material Adverse Effect.

            (iv)    Notice of Certain Proposed Actions Having Environmental
     Impact. Prompt written notice describing in reasonable detail (a) any
     proposed acquisition of stock, assets, or property by Holdings or any of
     its Subsidiaries that would reasonably be expected to (1) expose Holdings
     or any of its Subsidiaries to, or result in, Environmental Claims that
     would reasonably be expected to result in, individually or in the
     aggregate, a Material Adverse Effect or (2) affect the ability of Holdings
     or any of its Subsidiaries to maintain in full force and effect all
     material Governmental Authorizations required under any Environmental Laws
     for their respective operations that would reasonably be expected to result
     in a Material Adverse Effect and (b) any proposed action to be taken by
     Holdings or any of its Subsidiaries to modify current operations in a
     manner that would reasonably be expected to subject Holdings or any of its
     Subsidiaries to any additional obligations or requirements under any
     Environmental Laws that would reasonably be expected to result in,
     individually or in the aggregate, a Material Adverse Effect.

     6.8    Execution of Subsidiary Guaranty and Personal Property Collateral
            -----------------------------------------------------------------
            Documents After the Closing Date.
            --------------------------------

            A.      Execution of Subsidiary Guaranty and Personal Property
Collateral Documents. In the event that any Person (other than a Receivables
SPV) becomes a Material Domestic Subsidiary of Holdings after the date hereof,
the Company will promptly notify the Administrative Agent and the Collateral
Agent of that fact and promptly cause such Material Domestic Subsidiary to
execute and deliver to the Administrative Agent and the Collateral Agent a
counterpart to the Subsidiary Guaranty.

            B.      Foreign Subsidiaries. In the event that any Person becomes a
Foreign Subsidiary of Holdings after the date hereof, the Company will promptly
notify the Administrative Agent of that fact.

            C.      Subsidiary Organizational Documents, Legal Opinions, Etc.
The Company shall deliver to the Administrative Agent, together with any Loan
Documents required to be delivered pursuant to this subsection 6.8, and in any
event promptly after the formation of any new Subsidiary of Holdings, (i)
certified copies of the Organizational Documents of each newly formed or
acquired Subsidiary of Holdings, together with, if such Subsidiary is a Material
Domestic Subsidiary, a good standing certificate from the Secretary of State of
the jurisdiction of its organization and each other state in which such Person
is qualified to do business and, to the

                                      102                       CREDIT AGREEMENT

<PAGE>

extent generally available, a certificate or other evidence of good standing as
to payment of any applicable franchise or similar taxes from the appropriate
taxing authority of each of such jurisdictions, each to be dated a recent date
prior to their delivery to the Administrative Agent, (ii) if such Subsidiary is
a Material Domestic Subsidiary, a certificate executed by the secretary or
similar officer of such Subsidiary as to (a) the fact that the attached
resolutions of the Governing Body of such Subsidiary approving and authorizing
the execution, delivery and performance of such Loan Documents are in full force
and effect and have not been modified or amended and (b) the incumbency and
signatures of the officers of such Subsidiary executing such Loan Documents, and
(iii) if such Subsidiary is a Material Domestic Subsidiary, a favorable opinion
of counsel to such Subsidiary, in form and substance satisfactory to the
Administrative Agent and its counsel, as to (a) the due organization and good
standing of such Subsidiary, (b) the due authorization, execution and delivery
by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan
Documents against such Subsidiary and (d) such other matters (including matters
relating to the creation and perfection of Liens in any Collateral pursuant to
such Loan Documents) as the Administrative Agent or the Collateral Agent may
reasonably request, all of the foregoing to be satisfactory in form and
substance to the Administrative Agent and its counsel and the Collateral Agent
and its counsel.

            D.      New Receivables Special Purpose Vehicle. If, in connection
with a Permitted Receivables Securitization Program, a Person other than the
Existing Receivables SPV serves in a capacity similar (as determined by each of
the Administrative Agent and the Collateral Agent, each in the exercise of its
reasonable credit judgment) to any capacity in which the Existing Receivables
SPV serves under the Existing Receivables Securitization Program (such Person, a
"New Receivables SPV"), then the Company shall (i) comply with subsection 6.8C
(other than subsection 6.8C(iii)(b) and (c)) with respect to the New Receivables
SPV as though it were a Material Subsidiary, regardless of whether it is a
Material Subsidiary and regardless of whether it is a subsidiary of Holdings,
and (ii) take such actions and cause to be delivered such documents as the
Administrative Agent, the Collateral Agent, or the Requisite Lenders may
reasonably request in order to ensure that each of the rights, powers, and
privileges of each Agent and each Lender under the Loan Documents is no less
favorable to any Agent or any Lender (as determined by each of the
Administrative Agent and the Collateral Agent, each in the exercise of its
reasonable credit judgment) than such right, power, or privilege would have been
if the Existing Receivables SPV were to serve (or continue to serve) in such
capacity under the Permitted Receivables Securitization Program in connection
with which such New Receivables SPV is to serve, all of the foregoing to be
reasonably satisfactory in form and substance to the Administrative Agent and
its counsel and the Collateral Agent and its counsel.

     6.9    Certain Deposit Accounts; Cash Management System.
            ------------------------------------------------

            A.      Proceeds of Inventory and Segregation of Deposit Accounts.

            (i)     Proceeds of Sale of Accounts. The Company shall cause the
     Existing Receivables SPV to cause all proceeds from the sale by the
     Existing Receivables SPV of Accounts of Holdings or any of its Subsidiaries
     to be deposited by the Purchaser Agent (or the purchaser agent under any
     Permitted Receivables Securitization Program that replaces the Existing
     Receivables Securitization Program) directly (or via a

                                      103                       CREDIT AGREEMENT

<PAGE>

     Concentration Account in accordance with subsection 6.9A(ii) below) into
     the SPV Remittance Account. Holdings and the Company shall, and shall cause
     each of their Domestic Subsidiaries (other than the Existing Receivables
     SPV) to, cause all proceeds from the sale of Accounts (to the Existing
     Receivables SPV or otherwise) to be deposited by the buyer directly into
     the Proceeds Remittance Account. Until the later of the Revolving Loan
     Commitment Termination Date and the date on which all Obligations have been
     paid in full in cash, the Company shall ensure that the SPV Remittance
     Account remains designated as the Deposit Account required to be designated
     by the Existing Receivables SPV, as transferor, under Section 2.06(c) of
     the Existing Purchase and Servicing Agreement (or the analogous provision
     of any Permitted Receivables Securitization Program that replaces the
     Existing Receivables Securitization Program). Until the later of the
     Revolving Loan Commitment Termination Date and the date on which all
     Obligations have been paid in full in cash, the Company shall ensure that
     the Proceeds Remittance Account remains designated as the Deposit Account
     required to be designated by the Company, as seller, under Section 2.5(a)
     of the Existing Receivables Purchase Agreement (or the analogous provision
     of any Permitted Receivables Securitization Program that replaces the
     Existing Receivables Securitization Program). Unless (a) the Cash
     Management System shall have been activated pursuant to subsection 6.9B
     with respect to the Proceeds Remittance Account and not de-activated with
     respect to the Proceeds Remittance Account pursuant to subsection 6.9B, (b)
     an Event of Default shall have occurred and be continuing and the
     Collateral Agent shall have given notice pursuant to the Security Agreement
     to the Company that the Company is no longer permitted to withdraw amounts
     from the Proceeds Remittance Account or (c) the maturity of the Loans (or
     other Obligations) shall have been accelerated pursuant to Section 8 (or
     otherwise), the Company may withdraw funds from the Proceeds Remittance
     Account from time to time at will.

            (ii)    Proceeds of Collection of Accounts. The Company shall
     (a) give notice (or have given notice prior to the Closing Date, it being
     understood and agreed that any notices already given in connection with the
     Existing Receivables Securitization Program are sufficient) to all of their
     Account Debtors to send payment in respect of Accounts to a Collection
     Account (which may be a Deposit Account into which such payments were made
     prior to the Closing Date), (b) deposit promptly, and in any event no later
     than the first Business Day after the date of receipt, all cash, checks,
     drafts, or similar items of payment relating to or constituting payments
     made in respect of any and all Accounts into a Collection Account, (c)
     forward the Cash Balance in each Collection Account to the Concentration
     Account, and (d) forward the Cash Balance in each Concentration Account
     into the Transferor's Account or otherwise hold or dispose of it as
     required under the Existing Receivables Securitization Program.

            (iii)   Other Proceeds of Inventory. The Company shall cause all
     checks, cash, payments on the Subordinated AKR Note and other items of
     payment constituting Proceeds (other than Transferred Receivables,
     Collections of Accounts, and Net Insurance/Condemnation Proceeds) from the
     sale of Inventory to be deposited in the

                                      104                       CREDIT AGREEMENT

<PAGE>

     Proceeds Remittance Account promptly, and in any event no later than the
     first Business Day after the date of receipt.

            (iv)    Amounts Held in Trust. Subject to the terms of the
     Intercreditor Agreement (or any intercreditor agreement entered into in
     connection with a Permitted Receivables Securitization that replaces the
     Existing Receivables Purchase Agreement), all checks, cash, and other items
     of payment constituting Proceeds of Collateral received by Holdings or any
     of its Subsidiaries (other than a Receivables SPV) or any of their
     Affiliates (other than a Receivables SPV), directors, officers, employees,
     agents, or other Persons acting for or in concert with any such Person
     shall be deemed to be held in trust for the Collateral Agent and the
     Lenders until deposited in the Proceeds Remittance Account or the relevant
     Blocked Account or Unsold Receivables Collection Account (as defined in the
     Security Agreement), as appropriate. Each party hereto acknowledges and
     agrees that all items constituting Proceeds of Collateral are part of the
     Collateral.

            (v)     Further Assurances. Holdings and the Company shall, and
     shall cause each of their Domestic Subsidiaries to, take all steps
     necessary or, in the reasonable credit judgment of the Administrative Agent
     or the Collateral Agent, desirable in order (a) to maintain the
     enforceability and perfection of the First Priority Lien in favor of the
     Collateral Agent in respect of the Company's interest in the Proceeds
     Remittance Account and each other Deposit Account from time to time
     subjected to, or required to be subjected to, a Control Agreement, (b) to
     maintain the enforceability and perfection of the Lien in favor of the
     Collateral Agent in respect of the Company's interest in each Collection
     Account, each Concentration Account, and each other Deposit Account from
     time to time subjected to, or required to be subjected to, a Blocked
     Account Agreement, and (c) to provide for the daily forwarding of the Cash
     Balance in the Proceeds Remittance Account, each other Deposit Account from
     time to time subjected to, or required to be subjected to, a Control
     Agreement, and each Blocked Account in accordance with subsection 6.9C
     immediately following the activation of the Cash Management System in
     accordance with subsection 6.9B with respect to such Deposit Account. Each
     of Holdings and the Company, each on behalf of itself and its respective
     Subsidiaries, acknowledges that the Repayment Account is owned by the
     Administrative Agent as agent for the Lenders, and further acknowledges
     that it will take all commercially reasonable actions requested by the
     Administrative Agent to protect the rights of the Administrative Agent and
     the Lenders with respect to the Repayment Account (it being understood and
     agreed that, from time to time, there may be certain amounts deposited
     therein that are owned by the Purchaser Agent or the Existing Receivables
     SPV, and that the presence of such amounts in the Repayment Account shall
     not divest the Purchaser Agent or the Existing Receivables SPV of any of
     its rights with respect to such amounts).

            (vi)    New Deposit Accounts. In the event that the Company enters
     into a Permitted Receivables Securitization Program that uses any Deposit
     Account other than the Proceeds Remittance Account for a purpose similar to
     any purpose for which the Proceeds Remittance Account is used under the
     Existing Receivables Securitization Program, then the Company shall take
     such action as may be necessary to create and

                                      105                       CREDIT AGREEMENT

<PAGE>

     perfect (and maintain the enforceability and perfection of) a First
     Priority Lien in favor of the Collateral Agent in respect of the Company's
     interest in such Deposit Account, and to provide for the daily forwarding
     of the Cash Balance in such Deposit Account in accordance with subsection
     6.9C immediately following the activation of the Cash Management System in
     accordance with subsection 6.9B with respect to such Deposit Account. In
     the event that Holdings or any of its Domestic Subsidiaries enters into a
     Permitted Receivables Securitization Program that uses any Deposit Account
     other than the Concentration Account and each Collection Account for a
     purpose similar to the purpose for which one of the aforementioned Deposit
     Accounts is used under the Existing Receivables Securitization Program,
     then Holdings shall, or shall cause such Domestic Subsidiary to, take such
     action as may be necessary to create and perfect (and maintain the
     enforceability and perfection of) a Lien (to the extent, if any, that a
     second priority Lien or springing Lien in respect of Deposit Accounts can
     be perfected under the UCC) in favor of the Collateral Agent, subject to
     the rights of the purchaser agent and purchasers and the Receivables SPV
     under the intercreditor agreement relating to such Permitted Receivables
     Securitization Program, in respect of the Company's interest in such
     Deposit Account, and to provide for the daily forwarding of the Cash
     Balance in such Deposit Account in accordance with subsection 6.9C
     immediately following the activation of the Cash Management System in
     accordance with subsection 6.9B with respect to such Deposit Account, and
     to provide for the payment or delivery of any amounts that constitute
     Collections of Transferred Receivables to the Person entitled to receive
     such amounts in accordance with the Intercreditor Agreement (or any
     intercreditor agreement entered into in connection with a Permitted
     Receivables Securitization Program).

            The Company may amend Schedule 5.19 to add or replace a Blocked
     Account (to the extent permitted under the applicable Permitted Receivables
     Securitization Program), so long as (a) no Default or Event of Default has
     occurred and is continuing, (b) the Administrative Agent and the Collateral
     Agent shall have consented in writing in advance of the opening of such
     Deposit Account with the relevant Depository Bank, and (c) prior to the
     time of opening of such Deposit Account, the Company or the relevant
     Subsidiary of the Company shall have delivered a Blocked Account Agreement
     (or, in the case of a replacement Proceeds Remittance Account, a Control
     Agreement) in form and substance reasonably satisfactory to the
     Administrative Agent and the Collateral Agent. The Company shall close the
     Proceeds Remittance Account, any other Deposit Account from time to time
     subjected to, or required to be subjected to, a Control Agreement, or any
     Blocked Account (and, in each case, establish a replacement Deposit Account
     in accordance with the foregoing sentence) promptly and in any event within
     thirty days following notice from the Collateral Agent that the
     creditworthiness of the Depository Bank holding such Deposit Account is no
     longer acceptable in the Collateral Agent's reasonable judgment, or as
     promptly as practicable and in any event within sixty days following notice
     from the Collateral Agent that the operating performance, funds transfer or
     availability procedures or performance with respect to Deposit Accounts or
     lockboxes of such Depository Bank or the Collateral Agent's liability under
     any Control Agreement

                                      106                       CREDIT AGREEMENT

<PAGE>

     or Blocked Account Agreement with such Depository Bank is no longer
     acceptable in the Collateral Agent's reasonable judgment.

            B.      Activation of Cash Management System. If on any Test Date
after July 31, 2003, the Monthly Average Facility Availability for the month
most recently ended prior to such Test Date is less than $100,000,000, or if, at
any time, an Event of Default has occurred and is continuing, the Administrative
Agent, the Collateral Agent, or the Requisite Lenders may activate the Cash
Management System in accordance with subsection 6.9C with respect to the
Proceeds Remittance Account, and, subject to the conditions set forth in the
Intercreditor Agreement (or, as applicable, another intercreditor agreement
relating to a Permitted Receivables Securitization Program) and each relevant
Blocked Account Agreement, with respect to any or all of the Blocked Accounts.
Once the Cash Management System has been activated pursuant to this subsection
with respect to a Deposit Account, it shall remain activated until all
Obligations have been paid in full and all Commitments have been terminated,
notwithstanding any subsequent increase in Monthly Average Facility Availability
(except as otherwise provided in the second proviso below) or the waiver or cure
of an Event of Default; provided that the Cash Management System may be
de-activated by the Collateral Agent (i) as required by applicable law or the
order of any Government Authority or (ii) with the written consent of the
Administrative Agent and the Requisite Lenders; and provided further that the
Cash Management System shall be de-activated by the Collateral Agent if Monthly
Average Facility Availability equals or exceeds $100,000,000 for three
consecutive months and no Event of Default or Potential Event of Default has
occurred or was continuing at any time during such three-month period (or
thereafter to the date of determination).

            C.      Cash Management System Procedures. At any time when the
Administrative Agent, the Collateral Agent, or the Requisite Lenders are
permitted under subsection 6.9B to activate the Cash Management System with
respect to a Deposit Account, the Administrative Agent, the Collateral Agent, or
the Requisite Lenders may activate the Cash Management System by delivering (or,
in the case of the Requisite Lenders, directing the Collateral Agent to deliver,
which direction the Collateral Agent shall follow unless it believes in good
faith that it is not permitted to do so under subsection 6.9B or that doing so
would be unlawful or could expose it to civil or criminal liability) a notice
(an "Activation Notice") to the depository financial institution at which such
Deposit Account is maintained (the "Depository Bank" for such Deposit Account).
The Cash Management System shall be activated with respect to such Deposit
Account from and after the time of receipt of such Activation Notice by such
Depository Bank. At any time when the Collateral Agent is permitted (or
required) under subsection 6.9B to de-activate the Cash Management System with
respect to a Deposit Account, the Collateral Agent may (shall, if de-activation
is required) de-activate the Cash Management System with respect to such Deposit
Account by delivering a notice (a "De-Activation Notice") to the Depository Bank
for such Deposit Account. Promptly after activating or de-activating the Cash
Management System, the Person delivering the Activation Notice or De-Activation
Notice shall deliver a copy of such notice to the Company, the Administrative
Agent, the Collateral Agent, and each Lender; provided that no failure or delay
in delivery of such notice to any such Person shall limit the effectiveness of
such notice.

                                      107                       CREDIT AGREEMENT

<PAGE>

            Except as may be otherwise agreed from time to time in writing by
the Administrative Agent, the Collateral Agent, and the Borrower, each Control
Agreement and each Blocked Account Agreement shall have provided, among other
things, that (i) all items of payment deposited in the Deposit Account governed
by such agreement and proceeds thereof held by the Depository Bank for such
Deposit Account are held by such Depository Bank as agent or
bailee-in-possession for the Collateral Agent, on behalf of itself and the
Lenders and, pursuant to the Intercreditor Agreement, the Purchaser Agent and
the Existing Receivables SPV, (ii) the Depository Bank executing such agreement
has no rights of setoff or recoupment or any other claim against such Deposit
Account, other than for payment of its service fees and other charges directly
related to the administration of such Deposit Account and for returned checks or
other items of payment, and (iii) from and after the receipt of an Activation
Notice with respect to such Deposit Account (which may only be given following
the time when, under Section 2.20 of the Intercreditor Agreement, the Collateral
Agent is permitted to deliver the notice contemplated in Section 5(b)(i) of the
Security Agreement) until the receipt of a De-Activation Notice with respect to
such Deposit Account, such Depository Bank shall forward immediately the Cash
Balance of such Deposit Account to the Repayment Account, and to commence a
process of daily sweeps of the Cash Balance of such Deposit Account to the
Repayment Account. At any time when the Cash Management System is in effect with
respect to a Deposit Account, Holdings shall not, and shall not cause or permit
any of its Subsidiaries to, withdraw any funds from such Deposit Account. At any
time when the Cash Management System is in effect with respect to any Deposit
Account, Holdings shall not, and shall not cause or permit any of its
Subsidiaries to, accumulate or maintain cash in Deposit Accounts as of any date
of determination in excess of the sum of (x) checks outstanding against such
Deposit Accounts as of that date, (y) amounts necessary to meet minimum balance
requirements, and (z) (I) in the case of Deposit Accounts held by Holdings,
$2,000,000 in the aggregate for all such Deposit Accounts and (II) in the case
of Deposit Accounts held by Holdings or any of its Subsidiaries, $4,000,000 in
the aggregate for all such Deposit Accounts. Except as otherwise required under
Sections 2.04(b) and 2.03(d) of the Intercreditor Agreement (or the
corresponding provisions of any intercreditor agreement entered into in
connection with a Permitted Receivables Securitization Program), all amounts
deposited in the Repayment Account in immediately available funds shall be
applied by the Administrative Agent to the payment of the Obligations in the
order of priority set forth in subsection 2.4C (without regard to whether the
Revolving Loan Commitments have terminated, or whether an Event of Default has
occurred, or whether the Requisite Lenders have so requested). If the
Administrative Agent receives any Collections of Transferred Receivables in the
Repayment Account or in any Unsold Receivables Concentration Account (as defined
in the Security Agreement) or otherwise, then the Administrative Agent and the
Collateral Agent shall segregate such Collections of Transferred Receivables
from other amounts on deposit, hold such Collections of Transferred Receivables
for the Purchaser Agent and the Receivables SPV, and pay such Collections of
Transferred Receivables to the Purchaser Agent or to the Existing Receivables
SPV as required by Sections 2.04(b) and 2.03 of the Intercreditor Agreement for
application in accordance with Section 2.03(b) of the Intercreditor Agreement.
At any time when the Intercreditor Agreement shall have been replaced by another
intercreditor agreement entered into in connection with a Permitted Receivables
Securitization Program that replaces the Existing Receivables Securitization
Program, the Agents shall comply with such agreement.

                                      108                       CREDIT AGREEMENT

<PAGE>

     6.10   Inventory Reports and Physical Count of Inventory.
            -------------------------------------------------

            A.      Inventory Reports. Holdings and its Subsidiaries shall at
all times hereafter maintain a perpetual inventory, keeping correct and accurate
records itemizing and describing the kind, type, quality and quantity of
Inventory, the cost therefor and daily withdrawals therefrom and additions
thereto, all of which records shall be available during usual business hours
upon reasonable prior request of the Administrative Agent or the Collateral
Agent. Holdings and its Subsidiaries shall prepare other periodic inventory
reports and reconciliations in form, substance and detail as may be acceptable
to the Administrative Agent and the Collateral Agent, and shall furnish a copy
of any such report to any Lender that specifically requests a copy at the time
when the relevant report is delivered to the Administrative Agent and the
Collateral Agent.

            B.      Physical Counts. At least once per Fiscal Year, Holdings and
its Subsidiaries shall conduct a physical count of the Inventory, for which a
statistical sampling will be sufficient so long as such statistical sampling is
conducted in a manner consistent with prior practice of Holdings and its
Subsidiaries and performed in accordance with generally accepted auditing
standards, and promptly following such physical count of the Inventory the
Company shall deliver to the Administrative Agent and the Collateral Agent a
report in a form and with such specificity as may be reasonably satisfactory to
the Administrative Agent and the Collateral Agent concerning such physical count
of the Inventory, which report shall specify the amount of Inventory in each
location where any Inventory is maintained, and shall furnish a copy of any such
report to any Lender that specifically requests a copy at the time when the
relevant report is delivered to the Administrative Agent and the Collateral
Agent.

     6.11   Updates to Inventory Appraisal and Field Examination.
            ----------------------------------------------------

            Holdings shall, and shall cause each of its Material Subsidiaries
to, cooperate fully in the preparation twice per Fiscal Year of mandatory
updates to the Inventory Appraisal and the Field Examination at the Company's
cost; provided, however, that, so long as no Event of Default or Potential Event
of Default has occurred and is continuing, if the average Facility Availability
for the three-month period ending on the sixth month-end following the date when
the last such update was due is at least $125,000,000, no update will be
required until the one-year anniversary of the last update; and provided
further, that, if an Event of Default or Potential Event of Default has occurred
and is continuing, Holdings shall, and shall cause each of its Subsidiaries to,
cooperate fully in the preparation of updates to the Inventory Appraisal and the
Field Examination at the Company's cost as often as the Collateral Agent shall
request in its reasonable credit judgment. Whenever an update to the Inventory
Appraisal or the Field Examination is required, the Collateral Agent shall give
reasonable prior notice to the Company indicating when such update will be due.

     6.12   Receivables Securitization Program.
            ----------------------------------

            The Company and a special-purpose Subsidiary shall at all times be a
party to the Existing Receivables Securitization Program, or one or more other
Permitted Receivables Securitization Programs, in each case having aggregate
commitments of at least $300,000,000.

                                      109                       CREDIT AGREEMENT

<PAGE>

     6.13   Deposit Agreements.
            ------------------

            A.      Control Agreements. On or prior to August 15, 2003, the
Company shall deliver to the Administrative Agent and the Collateral Agent such
Control Agreements with financial institutions and other Persons as may, in the
reasonable credit judgment of the Administrative Agent and the Collateral Agent,
be necessary or desirable in order (i) to perfect a First Priority Lien in favor
of the Collateral Agent in respect of the Proceeds Remittance Account, and (ii)
to provide for the daily forwarding of the Cash Balance in the Proceeds
Remittance Account in accordance with subsection 6.9C immediately following the
activation of the Cash Management System under subsection 6.9B with respect to
the Proceeds Remittance Account.

            B.      Blocked Account Agreements. On or prior to August 15, 2003,
the Company shall deliver to the Administrative Agent and the Collateral Agent
such Blocked Account Agreements with financial institutions and other Persons as
may, in the reasonable credit judgment of the Administrative Agent and the
Collateral Agent, be necessary or desirable in order (i) to perfect Liens (to
the extent, if any, that a second priority Lien or springing Lien in respect of
Deposit Accounts can be perfected under the UCC) in favor of the Collateral
Agent, subject to the rights of the "Purchaser Agent" and "Purchasers" and the
Existing Receivables SPV under the Intercreditor Agreement (and the rights of
the purchaser agent and purchasers and the Receivables SPV under a replacement
intercreditor agreement with respect to a Permitted Receivables Securitization
Program that uses the same collection accounts, concentration accounts, cash
collateral account, or transferor's account), in respect of each Blocked Account
listed in clause (i) of the definition of "Blocked Account", and (ii) to provide
for the daily forwarding of the Cash Balance in each of such Blocked Accounts in
accordance with subsection 6.9C immediately following the activation of the Cash
Management System in accordance with subsection 6.9B with respect to such
Blocked Account.

Section 7.  NEGATIVE COVENANTS

            Each of Holdings and the Company covenants and agrees that, so long
as any of the Commitments hereunder shall remain in effect and until payment in
full of all of the Loans and other Obligations and the cancellation or
expiration of all Letters of Credit (or other satisfactory disposition thereof
in accordance with subsection 3.6), unless Requisite Lenders shall otherwise
give prior written consent, Holdings and the Company shall perform, and shall
cause each of their respective Subsidiaries to perform, all covenants in this
Section 7.

     7.1    Indebtedness.
            ------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

            (i)     Holdings, the Company and each Subsidiary Guarantor may
     become and remain liable with respect to the Obligations;

                                      110                       CREDIT AGREEMENT

<PAGE>

            (ii)    Holdings and its Domestic Subsidiaries may become and remain
     liable with respect to Contingent Obligations permitted by subsection 7.4
     and, upon any matured obligations actually arising pursuant thereto, the
     Indebtedness corresponding to the Contingent Obligations so extinguished;

            (iii)   the Company and its Domestic Subsidiaries may become and
     remain liable with respect to Indebtedness in respect of Capital Leases,
     purchase-money Indebtedness, and secured Indebtedness of any Person
     incurred or assumed in connection with any acquisition of such Person
     permitted under subsection 7.3, and a Person that becomes a direct or
     indirect wholly-owned Subsidiary of the Company as a result of any
     acquisition permitted under subsection 7.3 may remain liable with respect
     to secured Indebtedness existing on the date of such acquisition (provided
     that, in each case, such secured Indebtedness is not created in
     anticipation of such acquisition); provided that the aggregate amount of
     all such Indebtedness outstanding at any one time shall not exceed
     $100,000,000;

            (iv)    the Company and its Domestic Subsidiaries may become
     and remain liable with respect to unsecured Indebtedness incurred or
     assumed in connection with any acquisition of such Person permitted under
     subsection 7.3, and a Person that becomes a direct or indirect wholly-owned
     Subsidiary of the Company as a result of any acquisition permitted under
     subsection 7.3 may remain liable with respect to unsecured Indebtedness
     existing on the date of such acquisition; provided that the amount of all
     such Indebtedness incurred or assumed in any Fiscal Year shall not exceed
     $75,000,000, it being understood that Indebtedness owed by a Person that
     becomes a Subsidiary of the Company and remains liable with respect to any
     Indebtedness (after giving effect to the transaction that caused it to
     become a Subsidiary of the Company) shall be treated as having incurred or
     assumed such Indebtedness at the time such Person becomes a Subsidiary of
     the Company; and provided further, that the aggregate amount of all such
     Indebtedness incurred or assumed prior to the termination of the
     Commitments and the repayment in full in cash of all Obligations shall not
     exceed $150,000,000;

            (v)     the Company may become and remain liable with respect to
     Indebtedness owed to any wholly-owned Subsidiary of the Company, and any
     Subsidiary Guarantor may become and remain liable with respect to
     Indebtedness owed to the Company or any wholly-owned Subsidiary of the
     Company; provided that all intercompany Indebtedness shall have been
     subordinated in right of payment to the Obligations in a manner
     satisfactory to the Administrative Agent;

            (vi)    Foreign Subsidiaries of the Company may become and remain
     liable with respect to other Indebtedness (including, without limitation,
     intercompany Indebtedness to the extent permitted under subsection
     7.3(vii)) in an aggregate principal amount not to exceed $5,000,000 at any
     time outstanding;

            (vii)   Immaterial Subsidiaries of the Company may become and remain
     liable with respect to other Indebtedness (including, without limitation,
     intercompany

                                      111                       CREDIT AGREEMENT

<PAGE>

     Indebtedness to the extent permitted under subsection 7.3(viii)) in an
     aggregate principal amount not to exceed $15,000,000 at any time
     outstanding;

            (viii)  Holdings and its Domestic Subsidiaries may become and remain
     liable with respect to Indebtedness arising from the sale of accounts
     receivable pursuant to Permitted Receivables Securitization Programs
     (including, without limitation, pursuant to the Existing Receivables
     Securitization Program); provided that each promissory note or other
     instrument evidencing any Indebtedness consisting of the non-cash portion
     of the purchase price of Accounts sold by the Company to a Receivables SPV
     shall have been pledged to the Collateral Agent pursuant to the Pledge
     Agreement;

            (ix)    Holdings and its Domestic Subsidiaries may become and remain
     liable with respect to Subordinated Indebtedness, so long as, on a pro
     forma basis, both immediately before and immediately after giving effect to
     the incurrence of such Subordinated Indebtedness, (a) no Event of Default
     or Potential Event of Default has occurred and is continuing, (b) the
     Consolidated Fixed Charge Coverage Ratio for the most recent four-Fiscal
     Quarter period for which a Compliance Certificate has been delivered (or is
     required to have been delivered) is not less than the Minimum Fixed Charge
     Coverage Ratio for such period (determined without regard to the Monthly
     Average Facility Availability), and (c) the Consolidated Leverage Ratio for
     such period is not greater than the Maximum Leverage Ratio for such period
     (determined without regard to the Monthly Average Facility Availability);

            (x)     Holdings and its Subsidiaries, as applicable, may remain
     liable with respect to the Indebtedness described in Schedule 7.1 annexed
     hereto;

            (xi)    Holdings and its Domestic Subsidiaries may become and remain
     liable with respect to any Indebtedness that refinances other Indebtedness
     permitted by this subsection 7.1, so long as (a) in all cases, such
     refinancing does not have the effect of increasing the principal amount of
     the Indebtedness being refinanced or changing the amortization thereof
     (other than to extend the same), and that is otherwise on terms and
     conditions no less favorable to the Lenders (as determined by each of the
     Administrative Agent and the Collateral Agent, each in the exercise of its
     reasonable credit judgment) than the terms and conditions of the
     Indebtedness being refinanced, and (b) in the case of Subordinated
     Indebtedness being refinanced, on a pro forma basis, both immediately
     before and immediately after giving effect to the incurrence of the new
     Subordinated Indebtedness, (I) no Event of Default or Potential Event of
     Default has occurred and is continuing, (II) the Consolidated Fixed Charge
     Coverage Ratio for the most recent four-Fiscal Quarter period for which a
     Compliance Certificate has been delivered (or is required to have been
     delivered) is not less than the Minimum Fixed Charge Coverage Ratio for
     such period (determined without regard to the Monthly Average Facility
     Availability), and (III) the Consolidated Leverage Ratio for such period is
     not greater than the Maximum Leverage Ratio for such period (determined
     without regard to the Monthly Average Facility Availability); and

                                      112                       CREDIT AGREEMENT

<PAGE>

            (xii)   Holdings and its Domestic Subsidiaries may become and remain
     liable with respect to unsecured Indebtedness not described in subsection
     7.1(iii) or 7.1(iv) above in an aggregate principal amount not to exceed
     $250,000,000 at any time outstanding, so long as, on a pro forma basis,
     both immediately before and immediately after giving effect to the
     incurrence of such Indebtedness, (a) no Event of Default or Potential Event
     of Default has occurred and is continuing, (b) the Consolidated Fixed
     Charge Coverage Ratio for the most recent four-Fiscal Quarter period for
     which a Compliance Certificate has been delivered (or is required to have
     been delivered) is not less than the Minimum Fixed Charge Coverage Ratio
     for such period (determined without regard to the Monthly Average Facility
     Availability), and (c) the Consolidated Leverage Ratio for such period is
     not greater than the Maximum Leverage Ratio for such period (determined
     without regard to the Monthly Average Facility Availability).

     7.2    Liens and Related Matters.
            -------------------------

            A.      Prohibition on Liens. Holdings shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any property or asset of any
kind (including any document or instrument in respect of goods or accounts
receivable) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute, except:

            (i)     Permitted Encumbrances;

            (ii)    to the extent that the Indebtedness secured by any of the
     Liens described in this subsection 7.2A(ii) is permitted by subsection
     7.1(iii) (or permitted by subsection 7.1(xi) in the case of refinancings of
     Indebtedness permitted by subsection 7.1(iii)), (a) Liens on any asset
     (other than Collateral) existing at the time of acquisition of such asset
     by the Company or a Subsidiary, or (b) Liens in respect of Capital Leases
     and purchase-money Indebtedness, or (c) Liens to secure the payment of all
     or any part of the purchase price of an asset upon the acquisition of such
     asset by the Company or a Subsidiary or to secure any Indebtedness
     permitted hereby incurred by the Company or a Subsidiary at the time of or
     with ninety days after the acquisition of such asset, which Indebtedness is
     incurred for the purpose of financing all or any part of the purchase price
     thereof, or (d) Liens on assets of a Person that becomes a direct or
     indirect Subsidiary of the Company after the date of this Agreement (so
     long as such Liens exist at the time such Person becomes a Subsidiary and
     are not created in anticipation thereof); provided, however, that any Lien
     described in this subsection 7.2A(ii) shall encumber only the asset so
     acquired (or the assets owned the Person who becomes a Subsidiary at the
     time it becomes a Subsidiary) and proceeds thereof, and the amount of
     Indebtedness secured by any such Lien shall not exceed the fair market
     value of the encumbered assets;

            (iii)   Liens in existence on the Closing Date that secure
     Indebtedness under the Existing Receivables Securitization Program or under
     the Existing 2004 Senior Notes, or

                                      113                       CREDIT AGREEMENT

<PAGE>

     Liens that secure Indebtedness under a Permitted Receivables Securitization
     Program that encumber no more assets (it being understood that a security
     interest in all Accounts of a Person does not encumber more assets merely
     because the quantity or value of such Accounts increases from time to time)
     and are otherwise no less favorable to any Loan Party, any Agent, or any
     Lender (as determined by each of the Administrative Agent and the
     Collateral Agent, each in the exercise of its reasonable credit judgment)
     than the Liens in existence on the Closing Date that secure Indebtedness
     under the Existing Receivables Securitization Program;

            (iv)    Liens securing industrial revenue or pollution control bonds
     issued by the Company; provided, however, that (a) the aggregate principal
     amount of Indebtedness secured by such Liens shall not exceed the lesser of
     cost or fair market value, as determined in good faith by the Governing
     Body of Holdings, of the assets or property so financed, and (b) such Liens
     shall not encumber any property or assets of Holdings or any of its
     Subsidiaries other than the assets or property so financed; and

            (v)     other Liens (other than Liens on Inventory and Liens on
     all or substantially all of the otherwise unencumbered assets of the
     Company) securing Indebtedness in an aggregate amount not to exceed
     $25,000,000 at any time outstanding.

            B.      Equitable Lien in Favor of Lenders. If Holdings or any of
its Material Subsidiaries shall create or assume any Lien upon any of its
properties or assets, whether now owned or hereafter acquired, other than Liens
excepted by the provisions of subsection 7.2A, it shall make or cause to be made
effective provision whereby the Obligations will be secured by such Lien equally
and ratably with any and all other Indebtedness secured thereby as long as any
such Indebtedness shall be so secured; provided that, notwithstanding the
foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien not permitted by the
provisions of subsection 7.2A.

            C.      No Further Negative Pledges. Neither Holdings nor any of its
Material Subsidiaries (other than Receivables SPV's) shall enter into any
agreement (other than the Loan Documents, the indentures or note purchase
agreements for the Existing Senior Notes, in each case as in effect on the
Closing Date, or an agreement prohibiting only the creation of Liens securing
Subordinated Indebtedness) prohibiting the creation or assumption of any Lien
upon any of its properties or assets, whether now owned or hereafter acquired,
except with respect to specific property encumbered to secure payment of
particular Indebtedness permitted under subsections 7.1 and 7.2A, or to be sold
pursuant to an executed agreement with respect to an Asset Sale.

            D.      No Restrictions on Subsidiary Distributions to the
Company or Other Subsidiaries. The Company will not, and will not permit any of
its Subsidiaries (other than a Receivables SPV or the managing member of a
Receivables SPV to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
any of such Subsidiary's Capital Stock owned by the Company or any other
Subsidiary of the Company, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to the Company or any other

                                      114                       CREDIT AGREEMENT

<PAGE>

Subsidiary of the Company, (iii) make loans or advances to the Company or any
other Subsidiary of the Company, or (iv) transfer any of its property or assets
to the Company or any other Subsidiary of the Company, except (a) as provided in
this Agreement and (b) as may be provided with respect to specific property to
be sold pursuant to an executed agreement with respect to an Asset Sale.

     7.3    Investments; Acquisitions.
            -------------------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, or acquire, by purchase or otherwise, all or substantially all
the business, property or fixed assets of, or Capital Stock or other ownership
interest of any Person, or any division or line of business of any Person
except:

            (i)     Holdings and its Subsidiaries may make and own Investments
     in Cash Equivalents;

            (ii)    Holdings and its wholly-owned Domestic Subsidiaries may make
     and own additional equity Investments in their respective wholly-owned
     Domestic Subsidiaries that are Subsidiary Guarantors;

            (iii)   the Company and its Subsidiaries may make intercompany loans
     to the Company and the Subsidiary Guarantors to the extent permitted under
     subsection 7.1(v);

            (iv)    the Company and its Subsidiaries may make Consolidated
     Capital Expenditures permitted by subsection 7.8;

            (v)     Holdings and its Subsidiaries may continue to own the
     Investments owned by them and described in Schedule 7.3 annexed hereto;

            (vi)    the Company and its Domestic Subsidiaries may acquire assets
     (including Capital Stock and including Capital Stock of Subsidiaries formed
     in connection with any such acquisition) having an aggregate purchase price
     (including cash paid and debt incurred or assumed) not in excess of
     $150,000,000 in any one Fiscal Year and continue to own such assets after
     the acquisition thereof; provided that the Company shall, and shall cause
     its Domestic Subsidiaries to, comply with the requirements of subsection
     6.8 with respect to each such acquisition that results in a Person becoming
     a Subsidiary; and provided further that neither the Company, nor any of its
     Subsidiaries shall consummate (I) an acquisition of a going concern or line
     of business or (II) a transaction that results in a Person becoming a
     Subsidiary (such going concern, line of business or new Subsidiary, a
     "Subject Business"), unless:

                    (a)  each Subject Business is in a line of business in which
            the Company and its Subsidiaries are permitted to engage under
            subsection 7.11B,

                                      115                       CREDIT AGREEMENT

<PAGE>
                    (b)  prior to the consummation of such transaction, the
            Governing Body of each Subject Business shall have recommended to
            the holders of the Capital Stock of such Subject Business that they
            vote in favor of approving such transaction (or that they tender
            their shares, in the case of a stock acquisition),

                    (c)  if (I) the purchase price (including cash paid and debt
            incurred or assumed) for the Subject Business (when aggregated with
            the purchase price of all Subject Businesses acquired as part of the
            same transaction or series of related transactions) is $75,000,000
            or less and (II) the Liquidity is at least $275,000,000, determined
            on a pro forma basis after giving effect to the transaction (or
            series of related transactions), then the Company shall give notice
            to the Administrative Agent and the Collateral Agent within 30 days
            after the consummation of the transaction (or the first material
            transaction in such series),

                    (d)  if (I) the purchase price (including cash paid and debt
            incurred or assumed) for the Subject Business (when aggregated with
            the purchase price of all Subject Businesses acquired as part of the
            same transaction or series of related transactions) is more than
            $75,000,000 or (II) the Liquidity is less than $275,000,000,
            determined on a pro forma basis after giving effect to the
            transaction (or series of related transactions), then, at least 20
            days prior to the consummation of such transaction (or the first
            material transaction in such series), the Company shall have

                         (1)  given notice to the Administrative Agent and the
                    Collateral Agent,

                         (2)  delivered copies of all material agreements and
                    other documents relating to such transaction to the
                    Administrative Agent and the Collateral Agent,

                         (3)  delivered audited historical financial statements
                    prepared in accordance with GAAP (to the extent available;
                    otherwise, unaudited historical financial statements
                    (prepared in accordance with GAAP to the Company's
                    knowledge) to the extent available; otherwise, such
                    financial information as may be reasonably acceptable to the
                    Administrative Agent and the Collateral Agent, each in the
                    exercise of its reasonable credit judgment) of the Person to
                    be acquired, prepared in reasonable detail, together with
                    pro forma financial information, satisfactory to the
                    Administrative Agent and the Collateral Agent (in each case
                    in the exercise of its reasonable credit judgment), and
                    showing pro forma compliance with all covenants contained in
                    this Agreement and the other Loan Documents as of the most
                    recent Fiscal Quarter for which financial statements are
                    available from both Holdings and its Subsidiaries and the
                    Subject Business, treating the transaction (or series of
                    related transactions) as though it had been consummated on
                    the first day of the four-Fiscal Quarter period ended on the
                    last day of such Fiscal Quarter, and

                                      116                       CREDIT AGREEMENT

<PAGE>

                         (4)  given authorization to the Agents to distribute
                    copies of all such items to the Lenders,

                    (e)  after giving pro forma effect to such transaction, the
            Liquidity shall be at least $150,000,000, and

                    (f)  both before and after giving pro forma effect to such
            transaction, the Company shall be in compliance with all covenants
            contained in this Agreement and the other Loan Documents, and no
            Event of Default or Potential Event of Default shall exist and be
            continuing or result from such transaction;

            (vii)   the Company and its wholly-owned Subsidiaries may make
     additional equity Investments in, and loans and advances permitted under
     subsection 7.1(vi) to, their respective wholly-owned Foreign Subsidiaries;
     provided that (a) the amount of all such Investments constituting equity
     Investments does not exceed $5,000,000 in the aggregate for all such
     Investments since the Closing Date and (b) the amount of all such
     Investments constituting loans or advances permitted under subsection
     7.1(vi) does not exceed $5,000,000 in aggregate principal amount at any
     time outstanding;

            (viii)  the Company and its wholly-owned Subsidiaries may make
     additional equity Investments in, and loans and advances permitted under
     subsection 7.1(vii) to, their respective wholly-owned Immaterial
     Subsidiaries; provided that (a) the amount of all such Investments
     constituting equity Investments does not exceed $15,000,000 in the
     aggregate for all such Investments since the Closing Date and (b) the
     amount of all such Investments constituting loans or advances permitted
     under subsection 7.1(vii) does not exceed $15,000,000 in aggregate
     principal amount at any time outstanding;

            (ix)    the Company and its Subsidiaries may (a) continue to own
     their Investments in the Existing Receivables SPV, (b) make capital
     contributions to Receivables SPV's in an aggregate amount not to exceed
     $25,000,000 and (c) make and own Investments in Indebtedness of Receivables
     SPV's constituting the non-cash portion of the purchase price of Accounts

            (x)     Holdings may acquire and hold obligations of one or more
     officers or other employees of Holdings or its Subsidiaries in connection
     with such officers' or employees' acquisition of shares of Holdings's
     common stock, so long as no cash is actually advanced by Holdings or any of
     its Subsidiaries to such officers or employees in connection with the
     acquisition of any such obligations, and so long as the incurrence of such
     obligations complies with applicable law;

            (xi)    the Company and its Subsidiaries may receive and hold
     promissory notes and other non-cash consideration received in connection
     with any Asset Sale permitted by subsection 7.7;

                                      117                       CREDIT AGREEMENT

<PAGE>

            (xii)   the Company and its Subsidiaries may acquire Securities in
     connection with the satisfaction or enforcement of Indebtedness or claims
     due or owing to the Company or any of its Subsidiaries or as security for
     any such Indebtedness or claim;

            (xiii)  the Company and its Subsidiaries may make and own the
     Investments described on Schedule 7.3 annexed hereto; and

            (xiv)   Holdings and its Domestic Subsidiaries may make and own
     other Investments in an aggregate amount not to exceed at any time
     $10,000,000.

     7.4    Contingent Obligations.
            ----------------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

            (i)     Subsidiaries of the Company may become and remain liable
     with respect to Contingent Obligations in respect of the Subsidiary
     Guaranty;

            (ii)    the Company may become and remain liable with respect to
     Contingent Obligations in respect of Letters of Credit and the Company and
     its Subsidiaries may become and remain liable with respect to Contingent
     Obligations in respect of other letters of credit in an aggregate amount
     not to exceed at any time $300,000,000;

            (iii)   the Company may become and remain liable with respect to
     Contingent Obligations under Hedge Agreements with respect to Indebtedness
     in an aggregate notional principal amount not to exceed at any time
     $250,000,000;

            (iv)    the Company and its Subsidiaries may become and remain
     liable with respect to Contingent Obligations in respect of customary
     indemnification and purchase price adjustment obligations incurred in
     connection with Asset Sales or other sales of assets, in each case that are
     permitted by subsection 7.7;

            (v)     Holdings and its Subsidiaries may become and remain liable
     with respect to guaranties in respect of any Indebtedness of Holdings or
     any of its Subsidiaries permitted by subsection 7.1; and

            (vi)    the Company and its Subsidiaries may become and remain
     liable with respect to other Contingent Obligations; provided that the
     maximum aggregate liability, contingent or otherwise, of Holdings and its
     Subsidiaries in respect of all such Contingent Obligations shall at no time
     exceed $25,000,000.

     7.5    Restricted Junior Payments.
            --------------------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; provided that the Company may, so long as no Event of
Default or Potential Event of Default shall have occurred and be continuing or
shall be caused thereby, make Restricted Junior

                                      118                       CREDIT AGREEMENT

<PAGE>

Payments to Holdings (i) (a) in an aggregate amount not to exceed $10,000,000 in
any Fiscal Year, to the extent necessary to permit Holdings to pay general
administrative costs and expenses, (b) to the extent necessary to permit
Holdings to discharge the consolidated tax liabilities of Holdings and its
Subsidiaries, in each case so long as Holdings applies the amount of any such
Restricted Junior Payment for such purpose, and (c) to permit Holdings to pay
dividends in respect of its common stock in an amount not to exceed $12,000,000
in any Fiscal Year and (ii) for any purpose not otherwise prohibited under
applicable law or the Loan Documents in an aggregate amount not to exceed
$5,000,000 per Fiscal Year, so long as the Liquidity on the date of declaration
of such Restricted Junior Payment (after giving pro forma effect thereto) is at
least $100,000,000.

     7.6    Financial Covenants.
            -------------------

            A.      Minimum Borrowing Base Availability at All Times. The
Company shall not at any time permit the Borrowing Base Availability to be less
than $50,000,000.

            B.      Minimum Fixed Charge Coverage Ratio. If the Monthly Average
Facility Availability for the month preceding any Test Date is less than
$100,000,000, then Holdings shall not permit (i) the Consolidated Fixed Charge
Coverage Ratio for the four-Fiscal Quarter period for which the most recent
Compliance Certificate has been delivered (or is required to have been
delivered) on or prior to such Test Date to be less than (ii) 1.00:1.00.

            C.      Maximum Leverage Ratio. If the Monthly Average Facility
Availability for the month preceding any Test Date is less than $100,000,000,
then Holdings shall not permit (i) the Consolidated Leverage Ratio as of the
last day of the four-Fiscal Quarter period for which the most recent Compliance
Certificate has been delivered (or is required to have been delivered) on or
prior to such Test Date to be more than (ii) the correlative ratio set forth
below opposite the date on which such four-Fiscal Quarter period ended:

Four-Fiscal Quarter Period Ended                     Maximum Leverage Ratio
--------------------------------                    ------------------------
September 30, 2003                                          5.00:1.00

December 31, 2003                                           4.90:1.00

March 31, 2004                                              4.50:1.00

June 30, 2004                                               3.50:1.00

September 30, 2004                                          3.00:1.00

December 31, 2004                                           2.75:1.00

March 31, 2005                                              2.75:1.00

June 30, 2005                                               2.75:1.00


                                      119                       CREDIT AGREEMENT

<PAGE>

Four-Fiscal Quarter Period Ended                     Maximum Leverage Ratio
--------------------------------                    ------------------------
September 30, 2005                                          2.75:1.00

December 31, 2005                                           2.75:1.00

March 31, 2006                                              2.75:1.00

June 30, 2006                                               2.75:1.00

September 30, 2006                                          2.75:1.00

December 31, 2006                                           2.75:1.00

March 31, 2007                                              2.75:1.00

June 30, 2007                                               2.75:1.00

September 30, 2007                                          2.50:1.00

December 31, 2007                                           2.50:1.00

March 31, 2008                                              2.50:1.00

June 30, 2008                                               2.50:1.00

     7.7    Restriction on Fundamental Changes; Asset Sales.
            -----------------------------------------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of Holdings or any of its
Subsidiaries, or enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:

            (i)     any Subsidiary of the Company may be merged with or into the
     Company or any wholly-owned Subsidiary Guarantor, or be liquidated, wound
     up or dissolved, or all or any part of its business, property or assets may
     be conveyed, sold, leased, transferred or otherwise disposed of, in one
     transaction or a series of transactions, to the Company or any wholly-owned
     Subsidiary Guarantor; provided that, in the case of such a merger, the
     Company or such wholly-owned Subsidiary Guarantor shall be the continuing
     or surviving Person;

                                      120                       CREDIT AGREEMENT

<PAGE>

            (ii)    the Company and its Subsidiaries may sell or otherwise
     dispose of assets in transactions that do not constitute Asset Sales;
     provided that the consideration received for such assets shall be in an
     amount at least equal to the fair market value thereof;

            (iii)   the Company and its Subsidiaries may make Asset Sales for
     consideration not in excess of $110,000,000 per Fiscal Year or $200,000,000
     in the aggregate (during the period beginning on and including the date of
     this Agreement and ending when the Commitments have been terminated and the
     Obligations have been paid in full); provided that (a) the consideration
     received for such assets shall be in an amount at least equal to the fair
     market value thereof; (b) at least 75% of the consideration received for
     each asset sale shall be cash; and (c) the proceeds of such Asset Sales
     shall be applied as required by subsection 2.4A(iii)(a) or subsection 2.4C;

            (iv)    the Company and its Subsidiaries may sell, assign or
     transfer their accounts receivable and related assets and rights pursuant
     to the Existing Receivables Securitization Program or any other Permitted
     Receivables Securitization Program (so long as the scope of related assets
     and rights to be sold, assigned, or transferred is not so broad as to cause
     the relevant Receivables Securitization Program to cease to be a Permitted
     Receivables Securitization Program);

            (v)     the Company and its Subsidiaries may, in the ordinary course
     of business, discount, or otherwise compromise for less than face value,
     notes or accounts receivable;

            (vi)    the Company or a Subsidiary may sell or dispose of shares of
     Capital Stock of any of its Subsidiaries in order to qualify members of the
     Governing Body of the Subsidiary if required by applicable law; and

            (vii)   Any Person may be merged with or into the Company or any
     Subsidiary if the acquisition of the Capital Stock of such Person by the
     Company or such Subsidiary would have been permitted pursuant to subsection
     7.3; provided that (a) in the case of the Company, the Company shall be the
     continuing or surviving Person, (b) if a Subsidiary is not the surviving or
     continuing Person, the surviving Person becomes a Subsidiary and complies
     with the provisions of subsection 6.8 and (c) no Potential Event of Default
     or Event of Default shall have occurred and be continuing after giving
     effect thereto.

     7.8    Consolidated Capital Expenditures.
            ---------------------------------

            Holdings shall not, and shall not permit its Subsidiaries to, make
or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below,
in an aggregate amount in excess of the corresponding amount (the "Maximum
Consolidated Capital Expenditures Amount") set forth below opposite such Fiscal
Year; provided that the Maximum Consolidated Capital Expenditures Amount for any
Fiscal Year shall be increased by an amount equal to the excess, if any, of the
Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year
(without giving effect to any adjustment in accordance with this proviso) over
the actual amount of Consolidated Capital Expenditures for such previous Fiscal
Year; provided, further that in no event shall the amount of such increase
exceed 75% of the Maximum

                                      121                       CREDIT AGREEMENT

<PAGE>

Consolidated Capital Expenditures Amount for such previous Fiscal Year (prior to
any adjustment in accordance with this proviso):

                                                           Maximum Consolidated
Fiscal Year                                               Capital Expenditures
--------------------------------------                   -----------------------
January 1 through December 31, 2003                         $  150,000,000.00

January 1 through December 31, 2004                         $  150,000,000.00

January 1 through December 31, 2005                         $  150,000,000.00

January 1 through December 31, 2006                         $  150,000,000.00

January 1 through December 31, 2007                         $  150,000,000.00

January 1, 2008, through the Revolving
Loan Commitment Termination Date                            $   75,000,000.00

     7.9    Transactions with Shareholders and Affiliates.
            ---------------------------------------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service, and including, without limitation, any transaction otherwise permitted
under subsection 7.1, 7.3, or any other provision of this Agreement) with any
holder of 5% or more of any class of equity Securities of Holdings or with any
Affiliate of Holdings or of any such holder, on terms that, taken as a whole,
are less favorable to Holdings or that Subsidiary, as the case may be, than
those that might be obtained at the time from Persons who are not such a holder
or Affiliate; provided that the foregoing restriction shall not apply to (i) any
transaction between the Company and any of its wholly-owned Subsidiary
Guarantors or between any of its wholly-owned Subsidiary Guarantors or (ii)
reasonable and customary fees paid to members of the Governing Bodies of
Holdings and its Subsidiaries.

     7.10   Sales and Lease-Backs.
            ---------------------

            Holdings shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) that Holdings or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than the
Company or any of its Subsidiaries) or (ii) that Holdings or any of its
Subsidiaries intends to use for substantially the same purpose as any other
property that has been or is to be sold or transferred by Holdings or any of its
Subsidiaries to any Person (other than the Company or any of its Subsidiaries)
in connection with such lease; provided that the Company and its Subsidiaries
may become and remain liable as lessee, guarantor or other surety with respect
to any such lease if and to the extent that the Company or any of its
Subsidiaries would be permitted to enter into, and remain

                                      122                       CREDIT AGREEMENT

<PAGE>

liable under, such lease to the extent that the transaction would be permitted
under subsection 7.1, assuming that the sale and lease back transaction
constituted Indebtedness in a principal amount equal to the gross proceeds of
the sale; and provided further, that all amounts owing under any such lease
shall constitute Indebtedness for the purpose of calculating compliance with the
covenants set forth in this Section 7; and provided further, that the aggregate
amount of the fair market value of all properties sold or transferred under this
subsection 7.5 during the term of this Agreement shall not exceed $50,000,000.

     7.11   Conduct of Business.
            -------------------

            A.      Holdings shall not (i) engage in any business other than
entering into and performing its obligations under and in accordance with the
Loan Documents to which it is a party or (ii) own any assets other than (a) the
capital stock of the Company and (b) Cash and Cash Equivalents in an amount not
to exceed $2,000,000 at any one time for the purpose of paying general operating
expenses of Holdings or (iii) have any Indebtedness or other liability other
than its obligations under the Holdings Guaranty and its obligations under the
guaranties of the Existing Senior Notes.

            B.      From and after the Closing Date, Holdings shall not
permit any of its Subsidiaries to engage in any business other than (i) the
businesses engaged in by the Company and its Subsidiaries on the Closing Date
and similar or related businesses and (ii) such other lines of business as may
be consented to by Requisite Lenders.

     7.12   Amendments or Waivers of Certain Agreements; Optional Redemption or
            --------------------------------------------------------------------
            Voluntary Prepayment of Certain Indebtedness; Etc.
            -------------------------------------------------

            A.      Amendments or Waivers of Certain Agreements.

            (i)     Amendments or Waivers of Existing Senior Notes or
     Subordinated Indebtedness. Neither Holdings nor any of its Subsidiaries
     will agree to any material amendment to, or waive any of its material
     rights under, any Existing Senior Notes or documents relating to
     Subordinated Indebtedness after the Closing Date that could reasonably be
     expected to affect the interests of the Lenders adversely in any material
     way, as determined by the Administrative Agent and the Collateral Agent,
     each in the exercise of its reasonable credit judgment, without in each
     case obtaining the prior written consent of Requisite Lenders to such
     amendment or waiver.

            (ii)    Amendments or Waivers of Receivables Securitization
     Programs. The Company shall (a) provide the Administrative Agent and the
     Collateral Agent with written notice of any proposed amendment,
     modification or other change to, and each consent to a departure from, the
     terms or provisions of any Receivables Securitization Program and (b)
     promptly following the effectiveness thereof, provide the Administrative
     Agent and the Collateral Agent with a copy of each such amendment,
     modification or other change to, and each such consent to a departure from,
     the terms or provisions of any Receivables Securitization Program. The
     Company shall not, without the prior written consent of Requisite Lenders,
     amend, modify or otherwise change or obtain a consent to

                                      123                       CREDIT AGREEMENT

<PAGE>

     a departure from (i) the definitions of "Credit Agreement" or
     "Intercreditor Agreement" contained in the Existing Purchase and Servicing
     Agreement or the corresponding definitions in any document relating to any
     Receivables Securitization Program or (ii) any other provision of
     (including by the addition of a provision) any Receivables Securitization
     Program that could in any way impair the Lien of the Agents or Lenders in
     the Collateral (including, without limitation, by impairing the creation,
     attachment, perfection, or priority of such Lien).

            B.      Optional Redemption or Voluntary Prepayment of Certain
Indebtedness. Holdings shall not, and shall not permit any of its Subsidiaries
to, make or cause or permit to be made any optional or voluntarily prepayment,
redemption, repurchase, retirement, or defeasance (legal or economic) of, or
take any action having a similar effect to any of the foregoing with respect to,
(in each case in full or in part) any Existing Indebtedness; provided, however,
that the Company may prepay, redeem, repurchase, retire, or defease the Existing
Senior Notes so long as the Facility Availability at the time such prepayment,
redemption, repurchase, retirement, or defeasance is declared, after giving pro
forma effect to such prepayment, redemption, repurchase, retirement, or
defeasance, is at least $150,000,000; provided further, that the Company may
prepay, redeem, repurchase, retire, or defease any Indebtedness with the
proceeds of an equity issuance, to the extent of any Net Securities Proceeds not
required to be used to repay the Loans in accordance with subsection
2.4A(iii)(c); provided further, that the Company may make voluntary prepayments
of revolving debt under a Permitted Receivables Securitization Program; and
provided further, that the Company may prepay any Indebtedness with the proceeds
of a refinancing permitted under subsection 7.1(xi).

            C.      Designation of "Permitted Credit Facility." Holdings
shall not, and shall not permit any of its Subsidiaries to, become obligated
under any "Permitted Credit Facility" (or the equivalent) other than the Loans
and any Permitted Receivables Securitization Program for purposes of the
indenture or other documents governing any Existing Senior Notes without the
prior written consent of Requisite Lenders.

            D.      Status of Deferred Purchase Price as Debt. The Company
shall not convert the Subordinated AKR Note into an equity instrument, nor shall
the Company permit any portion of the purchase price of Accounts sold by the
Company, directly or indirectly, to any Receivables SPV to consist of a deemed
capital contribution or any other equity Investment, except to the extent
permitted under subsection 7.3(ix)(b).

     7.13   Fiscal Year.
            -----------

            Holdings shall not change its Fiscal Year-end from December 31.

Section 8.  EVENTS OF DEFAULT

            If any of the following conditions or events ("Events of Default")
shall occur:

                                      124                       CREDIT AGREEMENT

<PAGE>

     8.1    Failure to Make Payments When Due.
            ---------------------------------

            (i)     Failure by the Company to pay any installment of
     principal of any Loan when due, whether at stated maturity, by
     acceleration, by notice of voluntary prepayment, by mandatory repayment or
     otherwise; or

            (ii)    failure by the Company to pay when due any amount payable to
     an Issuing Lender in reimbursement of any drawing under a Letter of Credit;
     or

            (iii)   failure by the Company to pay any interest on any Loan
     or any fee or any other amount due under this Agreement or any other Loan
     Documents within five Business Days after the date due; or

     8.2    Default in Other Agreements.
            ---------------------------

            (i)     Failure of Holdings or any of its Subsidiaries to pay
     when due any principal of or interest on or any other amount payable in
     respect of one or more items of Indebtedness (other than Indebtedness
     referred to in subsection 8.1, but including, without limitation, any
     Indebtedness under any Receivables Securitization Program and any Existing
     Indebtedness) or Contingent Obligations in an individual principal amount
     of $25,000,000 or more or with an aggregate principal amount of $50,000,000
     or more, in each case beyond the end of any grace period provided therefor;
     or

            (ii)    breach or default by Holdings or any of its Subsidiaries
     with respect to any other material term of (a) one or more items of
     Indebtedness or Contingent Obligations in the individual or aggregate
     principal amounts referred to in clause (i) above or (b) any loan
     agreement, mortgage, indenture or other agreement relating to such item(s)
     of Indebtedness or Contingent Obligation(s), if the effect of such breach
     or default is to cause, or to permit the holder or holders of that
     Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such
     holder or holders) to cause, that Indebtedness or Contingent Obligation(s)
     to become or be declared due and payable prior to its stated maturity or
     the stated maturity of any underlying obligation, as the case may be (upon
     the giving or receiving of notice, lapse of time, both, or otherwise) (it
     being understood that an "early amortization event" or similar event under
     a Receivables Securitization Program would constitute an Event of Default
     under this subsection); or

     8.3    Breach of Certain Covenants.
            ---------------------------

            (i)     Failure of the Company to perform or comply with any term
     or condition contained in subsection 2.5, 6.2, 6.4B(ii), 6.4C, 6.9, or 6.11
     or Section 7 of this Agreement or Section 4(b) of the Security Agreement;
     or

            (ii)    failure of the Company to perform or comply with any term or
     condition contained in subsection 6.1, 6.5, or 6.10 of this Agreement, and
     such default shall not have been remedied or waived within five Business
     Days; or

                                      125                       CREDIT AGREEMENT

<PAGE>

     8.4    Breach of Warranty.
            ------------------

            Any representation, warranty, certification or other statement made
by Holdings or any of its Subsidiaries in any Loan Document or in any statement
or certificate at any time given by Holdings or any of its Subsidiaries in
writing pursuant hereto or thereto or in connection herewith or therewith shall
be false in any material respect on the date as of which made; or

     8.5    Other Defaults Under Loan Documents.
            -----------------------------------

            Any Loan Party or any Receivables SPV shall default in the
performance of or compliance with any term contained in this Agreement or any of
the other Loan Documents, other than any such term referred to in any other
subsection of this Section 8, and such default shall not have been remedied or
waived within 30 days after the earlier of (i) an Officer of Holdings or the
Company or such Loan Party becoming aware of such default and (ii) receipt by
the Company of notice from the Administrative Agent, the Collateral Agent, or
any Lender of such default; or

     8.6    Involuntary Bankruptcy; Appointment of Receiver, etc.
            ----------------------------------------------------

            (i)     A court having jurisdiction in the premises shall enter a
     decree or order for relief in respect of Holdings any of its Material
     Subsidiaries in an involuntary case under the Bankruptcy Code or under any
     other applicable bankruptcy, insolvency or similar law now or hereafter in
     effect, which decree or order is not stayed; or any other similar relief
     shall be granted under any applicable federal or state law; or

            (ii)    an involuntary case shall be commenced against Holdings
     or any of its Material Subsidiaries under the Bankruptcy Code or under any
     other applicable bankruptcy, insolvency or similar law now or hereafter in
     effect; or a decree or order of a court having jurisdiction in the premises
     for the appointment of a receiver, liquidator, sequestrator, trustee,
     custodian or other officer having similar powers over Holdings or any of
     its Material Subsidiaries, or over all or a substantial part of its
     property, shall have been entered; or there shall have occurred the
     involuntary appointment of an interim receiver, trustee or other custodian
     of Holdings or any of its Material Subsidiaries for all or a substantial
     part of its property; or a warrant of attachment, execution or similar
     process shall have been issued against any substantial part of the property
     of Holdings or any of its Material Subsidiaries, and any such event
     described in this clause (ii) shall continue for 60 days unless dismissed,
     bonded or discharged; or

     8.7    Voluntary Bankruptcy; Appointment of Receiver, etc.
            --------------------------------------------------

            (i)     Holdings or any of its Material Subsidiaries shall have
     an order for relief entered with respect to it or commence a voluntary case
     under the Bankruptcy Code or under any other applicable bankruptcy,
     insolvency or similar law now or hereafter in effect, or shall consent to
     the entry of an order for relief in an involuntary case, or to the
     conversion of an involuntary case to a voluntary case, under any such law,
     or shall

                                      126                       CREDIT AGREEMENT

<PAGE>

     consent to the appointment of or taking possession by a receiver, trustee
     or other custodian for all or a substantial part of its property; or
     Holdings or any of its Material Subsidiaries shall make any assignment for
     the benefit of creditors; or

            (ii)    Holdings or any of its Material Subsidiaries shall be
     unable, or shall fail generally, or shall admit in writing its inability,
     to pay its debts as such debts become due; or the Governing Body of
     Holdings or any of its Material Subsidiaries (or any committee thereof)
     shall adopt any resolution or otherwise authorize any action to approve any
     of the actions referred to in clause (i) above or this clause (ii) or in
     subsection 8.6; or

     8.8    Judgments and Attachments.
            -------------------------

            Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $25,000,000 or (ii)
in the aggregate at any time an amount in excess of $50,000,000 (in either case
not covered by insurance (it being understood that amounts paid by an insured
party as deductibles are not covered by insurance) as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or
filed against Holdings or any of its Material Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days (or in any event later than five days prior to the date
of any proposed sale thereunder); or

     8.9    Dissolution.
            -----------

            Any order, judgment or decree shall be entered against Holdings or
any of its Material Subsidiaries decreeing the dissolution or split up of
Holdings or that Material Subsidiary and such order shall remain undischarged or
unstayed for a period in excess of 30 days; or

     8.10   Employee Benefit Plans.
            ----------------------

            There shall occur one or more ERISA Events, or similar events in
respect of any Foreign Plans, that individually or in the aggregate (i) result
in a liability of Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates in excess of $50,000,000 that is not immediately paid when due
or (ii) could reasonably be expected to result in a Material Adverse Effect; or

     8.11   Change of Control.
            -----------------

            A Change of Control shall have occurred; or

     8.12   Invalidity of Loan Documents; Failure of Security; Repudiation of
            -----------------------------------------------------------------
            Obligations.
            -----------

            At any time after the execution and delivery thereof, (i) any Loan
Document or any provision thereof, for any reason other than the satisfaction in
full of all Obligations, shall cease to be in full force and effect (other than
in accordance with its terms) or shall be declared

                                      127                       CREDIT AGREEMENT

<PAGE>

to be null and void, (ii) the Collateral Agent shall not have or shall cease to
have a valid and perfected First Priority Lien in any Collateral purported to be
covered by the Collateral Documents having at such time a fair market value,
individually or in the aggregate, exceeding $5,000,000, in each case for any
reason other than the failure of the Collateral Agent or any Lender to take any
action within its control, or (iii) any Loan Party or Receivables SPV shall
contest the validity or enforceability of any Loan Document or any provision
thereof in writing or deny in writing that it has any further liability,
including with respect to future advances by Lenders, under any Loan Document or
any provision thereof to which it is a party:

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to 105% of the maximum amount that may at any time be
drawn under all Letters of Credit then outstanding (whether or not any
beneficiary under any such Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents or certificates
required to draw under such Letter of Credit), and (c) all other Obligations
shall automatically become immediately due and payable (or, in the case of
amounts referred to in clause (b) above, shall be required to be cash
collateralized in the manner set forth in subsection 3.6), without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by the Company, and the obligation of each Lender to make any
Loan and the right of any Lender to issue or arrange for the issuance of any
Letter of Credit hereunder shall thereupon terminate, and (ii) upon the
occurrence and during the continuation of any other Event of Default, the
Administrative Agent shall, upon the written request or with the written consent
of Requisite Lenders, by written notice to the Company, declare all or any
portion of the amounts described in clauses (a) through (c) above to be, and the
same shall forthwith become, immediately due and payable (or, in the case of
amounts referred to in clause (b) above, shall be required to be cash
collateralized in the manner set forth in subsection 3.6), and the obligation of
each Lender to make any Loan and the right of any Lender to issue or arrange for
the issuance of any Letter of Credit hereunder shall thereupon terminate;
provided that the foregoing shall not affect in any way the obligations of
Revolving Lenders under subsection 3.3C(i) or the obligations of Revolving
Lenders to purchase participations in any unpaid Swing Line Loans as provided in
subsection 2.1A(ii).

            Any amounts described in clause (b) above, when received by the
Administrative Agent, shall be held by the Collateral Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

Section 9.  GUARANTY

     9.1    Guaranty.
            --------

            In order to induce the Lenders to extend credit to the Company
pursuant to the Credit Agreement, Holdings irrevocably and unconditionally
guarantees, as primary obligor and not merely as surety, the due and punctual
payment in full of all Guaranteed Obligations (as hereinafter defined) when the
same shall become due, whether at stated maturity, by acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.

                                      128                       CREDIT AGREEMENT

<PAGE>

Section 362(a)). The term "Guaranteed Obligations" is used herein in its most
comprehensive sense and includes any and all Obligations of the Company, now or
hereafter made, incurred or created, whether absolute or contingent, liquidated
or unliquidated, whether due or not due, and however arising under or in
connection with the Credit Agreement, this Guaranty and the other Loan
Documents, including those arising under successive borrowing transactions under
the Credit Agreement that either continue the Obligations of the Company or from
time to time renew them after they have been satisfied.

            Any interest on any portion of the Guaranteed Obligations that
accrues after the commencement of any proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or arrangement of the Company (or, if interest on any portion of the Guaranteed
Obligations ceases to accrue by operation of law by reason of the commencement
of said proceeding, such interest as would have accrued on such portion of the
Guaranteed Obligations if said proceeding had not been commenced) shall be
included in the Guaranteed Obligations because it is the intention of the
Guarantor and the Administrative Agent that the Guaranteed Obligations should be
determined without regard to any rule of law or order that may relieve the
Company of any portion of such Guaranteed Obligations.

            In the event that all or any portion of the Guaranteed Obligations
is paid by the Company or any Subsidiary Guarantor, the obligations of the
Guarantor hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such
payment(s) is rescinded or recovered directly or indirectly from the
Administrative Agent or any other Beneficiary as a preference, fraudulent
transfer or otherwise, and any such payments that are so rescinded or recovered
shall constitute Guaranteed Obligations.

            Subject to the other provisions of this subsection 9.1, upon the
failure of the Company to pay any of the Guaranteed Obligations when and as the
same shall become due, the Guarantor will upon demand pay, or cause to be paid,
in cash, to the Administrative Agent for the ratable benefit of the
Beneficiaries, an amount equal to the aggregate of the unpaid Guaranteed
Obligations.

     9.2    Guaranty Absolute; Continuing Guaranty.
            --------------------------------------

            The obligations of the Guarantor hereunder are irrevocable,
absolute, independent and unconditional and shall not be affected by any
circumstance that constitutes a legal or equitable discharge of a guarantor or
surety other than payment in full of the Guaranteed Obligations. In furtherance
of the foregoing and without limiting the generality thereof, the Guarantor
agrees that: (a) this Guaranty is a guaranty of payment when due and not of
collectibility; (b) the Administrative Agent may enforce this Guaranty upon the
occurrence and during the continuance of an Event of Default under the Credit
Agreement notwithstanding the existence of any dispute between the Company and
any Beneficiary with respect to the existence of such event; (c) the obligations
of the Guarantor hereunder are independent of the obligations of the Company
under the Loan Documents and the obligations of any other guarantor of the
obligations of the Company and a separate action or actions may be brought and
prosecuted against the Guarantor whether or not any action is brought against
the Company or any of such

                                      129                       CREDIT AGREEMENT

<PAGE>

other guarantors and whether or not the Company is joined in any such action or
actions; and (d) the Guarantor's payment of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge the
Guarantor's liability for any portion of the Guaranteed Obligations that has not
been paid. This Guaranty is a continuing guaranty and shall be binding upon the
Guarantor and its successors and assigns, and the Guarantor irrevocably waives
any right to revoke this Guaranty as to future transactions giving rise to any
Guaranteed Obligations.

     9.3    Actions by Beneficiaries.
            ------------------------

            Any Beneficiary may from time to time, without notice or demand and
without affecting the validity or enforceability of this Guaranty or giving rise
to any limitation, impairment or discharge of the Guarantor's liability
hereunder, (a) renew, extend, accelerate or otherwise change the time, place,
manner or terms of payment of the Guaranteed Obligations, (b) settle,
compromise, release or discharge, or accept or refuse any offer of performance
with respect to, or substitutions for, the Guaranteed Obligations or any
agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations, (c) request and accept other guaranties of the
Guaranteed Obligations and take and hold security for the payment of this
Guaranty or the Guaranteed Obligations, (d) release, exchange, compromise,
subordinate or modify, with or without consideration, any security for payment
of the Guaranteed Obligations, any other guaranties of the Guaranteed
Obligations, or any other obligation of any Person with respect to the
Guaranteed Obligations, (e) enforce and apply any security now or hereafter held
by or for the benefit of any Beneficiary in respect of this Guaranty or the
Guaranteed Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that the Administrative Agent or the other
Beneficiaries, or any of them, may have against any such security, as the
Administrative Agent in its discretion may determine consistent with the Credit
Agreement and any applicable security agreement, including foreclosure on any
such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and (f) exercise
any other rights available to the Administrative Agent or the other
Beneficiaries, or any of them, under the Loan Documents.

     9.4    No Discharge.
            ------------

            This Guaranty and the obligations of the Guarantor hereunder shall
be valid and enforceable and shall not be subject to any limitation, impairment
or discharge for any reason (other than payment in full of the Guaranteed
Obligations), including without limitation the occurrence of any of the
following, whether or not the Guarantor shall have had notice or knowledge of
any of them: (a) any failure to assert or enforce or agreement not to assert or
enforce, or the stay or enjoining, by order of court, by operation of law or
otherwise, of the exercise or enforcement of, any claim or demand or any right,
power or remedy with respect to the Guaranteed Obligations or any agreement
relating thereto, or with respect to any other guaranty of or security for the
payment of the Guaranteed Obligations, (b) any waiver or modification of, or any
consent to departure from, any of the terms or provisions of the Credit
Agreement, any of the other Loan Documents or any agreement or instrument
executed pursuant thereto, or of any other guaranty or security for the
Guaranteed Obligations, (c) the Guaranteed Obligations, or any agreement
relating thereto, at any time being found to be illegal, invalid or

                                      130                       CREDIT AGREEMENT

<PAGE>

unenforceable in any respect, (d) the application of payments received from any
source to the payment of indebtedness other than the Guaranteed Obligations,
even though the Administrative Agent or the other Beneficiaries, or any of them,
might have elected to apply such payment to any part or all of the Guaranteed
Obligations, (e) any failure to perfect or continue perfection of a security
interest in any collateral which secures any of the Guaranteed Obligations, (f)
any defenses, set-offs or counterclaims that the Company may assert against the
Administrative Agent or any Beneficiary in respect of the Guaranteed
Obligations, including but not limited to failure of consideration, breach of
warranty, payment, statute of frauds, statute of limitations, accord and
satisfaction and usury, and (g) any other act or thing or omission, or delay to
do any other act or thing, that may or might in any manner or to any extent vary
the risk of the Guarantor as an obligor in respect of the Guaranteed
Obligations.

     9.5    Waivers.
            -------

            The Guarantor waives, for the benefit of the Beneficiaries: (a) any
right to require the Administrative Agent or the other Beneficiaries, as a
condition of payment or performance by the Guarantor, to (i) proceed against the
Company, any other guarantor of the Guaranteed Obligations or any other Person,
(ii) proceed against or exhaust any security held from the Company, any other
guarantor of the Guaranteed Obligations or any other Person, (iii) proceed
against or have resort to any balance of any deposit account or credit on the
books of any Beneficiary in favor of the Company or any other Person, or (iv)
pursue any other remedy in the power of any Beneficiary; (b) any defense arising
by reason of the incapacity, lack of authority or any disability or other
defense of the Company including, without limitation, any defense based on or
arising out of the lack of validity or the unenforceability of the Guaranteed
Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of the Company from any cause other than payment in
full of the Guaranteed Obligations; (c) any defense based upon any statute or
rule of law which provides that the obligation of a surety must be neither
larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon the Administrative Agent's or any other
Beneficiary's errors or omissions in the administration of the Guaranteed
Obligations, except behavior that amounts to bad faith; (e) (i) any principles
or provisions of law, statutory or otherwise, that are or might be in conflict
with the terms of this Guaranty and any legal or equitable discharge of the
Guarantor's obligations hereunder, (ii) the benefit of any statute of
limitations affecting the Guarantor's liability hereunder or the enforcement
hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any Lien or any property subject thereto; (f) notices,
demands, presentments, protests, notices of protest, notices of dishonor and
notices of any action or inaction, including acceptance of this Guaranty,
notices of default under the Credit Agreement or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Guaranteed Obligations or any agreement related thereto, notices of any
extension of credit to the Company and notices of any of the matters referred to
in Sections 3 and 4 and any right to consent to any thereof; and (g) to the
fullest extent permitted by law, any defenses or benefits that may be derived
from or afforded by law that limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of this Guaranty.

                                      131                       CREDIT AGREEMENT

<PAGE>

     9.6    Guarantor's Rights of Subrogation, Contribution, Etc.; Subordination
            --------------------------------------------------------------------
            of Other Obligations.
            --------------------

            The Guarantor waives (a) any claim, right or remedy, direct or
indirect, that the Guarantor now has or may hereafter have against the Company
or any of its assets in connection with this Guaranty or the performance by the
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation (i) any right of subrogation,
reimbursement or indemnification that the Guarantor now has or may hereafter
have against the Company, (ii) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have
against the Company, and (iii) any benefit of, and any right to participate in,
any collateral or security now or hereafter held by any Beneficiary and (b) any
right of contribution that the Guarantor may have against any other guarantor of
any of the Guaranteed Obligations. The Guarantor further agrees that, to the
extent the waiver of its rights of subrogation, reimbursement, indemnification
and contribution as set forth herein is found by a court of competent
jurisdiction to be void or voidable for any reason, any rights of subrogation,
reimbursement or indemnification that the Guarantor may have against the Company
or against any collateral or security, and any rights of contribution that the
Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights that the Administrative Agent or the other
Beneficiaries may have against the Company, to all right, title and interest
that the Administrative Agent or the other Beneficiaries may have in any such
collateral or security, and to any right that the Administrative Agent or the
other Beneficiaries may have against such other guarantor.

            Any indebtedness of the Company now or hereafter held by the
Guarantor is subordinated in right of payment to the Guaranteed Obligations, and
any such indebtedness of the Company to the Guarantor collected or received by
the Guarantor after an Event of Default has occurred and is continuing, and any
amount paid to the Guarantor on account of any subrogation, reimbursement,
indemnification or contribution rights referred to in the preceding paragraph
when all Guaranteed Obligations have not been paid in full, shall be held in
trust for the Administrative Agent on behalf of the Beneficiaries and shall
forthwith be paid over to the Administrative Agent for the benefit of the
Beneficiaries to be credited and applied against the Guaranteed Obligations.

     9.7    Expenses.
            --------

            The Guarantor agrees to pay, or cause to be paid, on demand, and to
save the Administrative Agent and the other Beneficiaries harmless against
liability for, (i) any and all costs and expenses (including fees, costs of
settlement and disbursements of counsel and allocated costs of internal counsel)
incurred or expended by the Administrative Agent or any other Beneficiary in
connection with the enforcement of or preservation of any rights under this the
Guaranty and (ii) any and all costs and expenses (including those arising from
rights of indemnification) required to be paid by the Guarantor under the
provisions of any other Loan Document.

                                      132                       CREDIT AGREEMENT

<PAGE>

     9.8    Financial Condition of Company.
            ------------------------------

            No Beneficiary shall have any obligation, and the Guarantor waives
any duty on the part of any Beneficiary, to disclose or discuss with the
Guarantor its assessment, or the Guarantor's assessment, of the financial
condition of the Company or any matter or fact relating to the business,
operations or condition of the Company. The Guarantor has adequate means to
obtain information from the Company on a continuing basis concerning the
financial condition of the Company and its ability to perform its obligations
under the Loan Documents, and the Guarantor assumes the responsibility for being
and keeping informed of the financial condition of the Company and of all
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.

     9.9    Set Off.
            -------

            In addition to any other rights that any Beneficiary may have under
law or in equity, if any amount shall at any time be due and owing by the
Guarantor to any Beneficiary under this Guaranty, such Beneficiary is authorized
at any time or from time to time, without notice (any such notice being
expressly waived), to set off and to appropriate and to apply any and all
deposits (general or special, including but not limited to indebtedness evidence
by certificates of deposit, whether matured or unmatured) and any other
indebtedness of such Beneficiary owing to the Guarantor and any other property
of the Guarantor held by a Beneficiary to or for the credit or the account of
the Guarantor against and on account of the Guaranteed Obligations and
liabilities of the Guarantor to any Beneficiary under this Guaranty.

     9.10   Miscellaneous.
            -------------

            It is not necessary for the Beneficiaries to inquire into the
capacity or powers of the Guarantor or the Company or the officers, directors or
any agents acting or purporting to act on behalf of any of them.

            In case any provision in or obligation under this Guaranty shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

            This Guaranty shall inure to the benefit of the Beneficiaries and
their respective successors and assigns.

Section 10. THE AGENTS

     10.1   Appointment.
            -----------

            A.      Appointment of Administrative Agent. Credit Suisse First
Boston, acting through its Cayman Islands branch, is hereby appointed
Administrative Agent hereunder and under the other Loan Documents. Each Lender
hereby authorizes the Administrative Agent to act as its agent in accordance
with the terms of this Agreement and the other Loan Documents.

                                      133                       CREDIT AGREEMENT

<PAGE>

The Administrative Agent agrees to act upon the express conditions contained in
this Agreement and the other Loan Documents, as applicable.

            B.      Appointment of Collateral Agent. General Electric Capital
Corporation is hereby appointed Collateral Agent hereunder and under the other
Loan Documents. Each Lender hereby authorizes the Collateral Agent to act as its
agent in accordance with the terms of this Agreement and the other Loan
Documents. The Collateral Agent agrees to act upon the express conditions
contained in this Agreement and the other Loan Documents, as applicable.

            C.      Appointment of Supplemental Collateral Agents. It is the
purpose of this Agreement and the other Loan Documents that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
banking corporations or associations to transact business as agent or trustee in
such jurisdiction. It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case the Collateral Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that the Collateral Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a
"Supplemental Collateral Agent" and collectively as "Supplemental Collateral
Agents").

            In the event that the Collateral Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to the
Collateral Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either the Collateral Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 10 and of subsections 11.2 and 11.3 that refer to the
Collateral Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to the Collateral Agent shall be deemed to be
references to the Collateral Agent and/or such Supplemental Collateral Agent, as
the context may require.

            Should any instrument in writing from the Company or any other Loan
Party or any Receivables SPV be required by any Supplemental Collateral Agent so
appointed by the Collateral Agent for more fully and certainly vesting in and
confirming to him or it such rights, powers, privileges and duties, the Company
shall, or shall cause such Loan Party or Receivables SPV to, execute,
acknowledge and deliver any and all such instruments promptly upon request by
the Collateral Agent. In case any Supplemental Collateral Agent, or a successor
thereto, shall die, become incapable of acting, resign or be removed, all the
rights, powers, privileges and

                                      134                       CREDIT AGREEMENT

<PAGE>

duties of such Supplemental Collateral Agent, to the extent permitted by law,
shall vest in and be exercised by the Collateral Agent until the appointment of
a new Supplemental Collateral Agent.

            The provisions of this Section 10 are solely for the benefit of the
Administrative Agent, the Collateral Agent, each Supplemental Collateral Agent
and the Lenders and no Loan Party or Receivables SPV shall have rights as a
third party beneficiary of any of the provisions thereof. In performing its
functions and duties under this Agreement, each of the Administrative Agent
(other than as provided in subsection 2.1D) and the Collateral Agent shall act
solely as an agent of the Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or
for the Company or any other Loan Party or any Receivables SPV.

     10.2   Powers and Duties; General Immunity.
            -----------------------------------

            A.      Powers; Duties Specified. Each Lender irrevocably
authorizes each of the Administrative Agent and the Collateral Agent to take
such action on such Lender's behalf and to exercise such powers, rights and
remedies hereunder and under the other Loan Documents as are specifically
delegated or granted to the Administrative Agent or the Collateral Agent, as the
case may be, by the terms hereof and thereof, together with such powers, rights
and remedies as are reasonably incidental thereto. Each of the Administrative
Agent and the Collateral Agent shall have only those respective duties and
responsibilities that are expressly specified in this Agreement and the other
Loan Documents. Each of the Administrative Agent and the Collateral Agent may
exercise its powers, rights and remedies and perform its duties by or through
its agents or employees. No Agent shall have, by reason of this Agreement or any
of the other Loan Documents, a fiduciary relationship in respect of any Lender
or the Company; and nothing in this Agreement or any of the other Loan
Documents, express or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

            B.      No Responsibility for Certain Matters. No Agent shall be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by such Agent to Lenders or by or on
behalf of the Company to such Agent or any Lender in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of the Company or any other Person liable for the
payment of any Obligations, nor shall such Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Loan Documents or as
to the use of the proceeds of the Loans or the use of the Letters of Credit or
as to the existence or possible existence of any Event of Default or Potential
Event of Default. Anything contained in this Agreement to the contrary
notwithstanding, the Administrative Agent shall not have any liability arising
from confirmations of the amount of outstanding Loans or the Letter of Credit
Usage or the component amounts thereof.

                                      135                       CREDIT AGREEMENT

<PAGE>
            C.      Exculpatory Provisions. No Agent or any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by such Agent under or in connection with any of the Loan Documents
except to the extent caused by such Agent's gross negligence or willful
misconduct as determined by a court of competent jurisdiction. An Agent shall be
entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection with this Agreement or any of the other
Loan Documents or from the exercise of any power, discretion or authority vested
in it hereunder or thereunder unless and until such Agent shall have received
instructions in respect thereof from Requisite Lenders (or such other Lenders as
may be required to give such instructions under subsection 11.6) and, upon
receipt of such instructions from Requisite Lenders (or such other Lenders, as
the case may be), such Agent shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions. Without prejudice to the generality of the
foregoing, (i) each Agent shall be entitled to rely, and shall be fully
protected in relying, upon any communication, instrument or document believed by
it to be genuine and correct and to have been signed or sent by the proper
person or persons, and shall be entitled to rely and shall be protected in
relying on opinions and judgments of attorneys (who may be attorneys for the
Company and its Subsidiaries), accountants, experts and other professional
advisors selected by it; and (ii) no Lender shall have any right of action
whatsoever against an Agent as a result of such Agent acting or (where so
instructed) refraining from acting under this Agreement or any of the other Loan
Documents in accordance with the instructions of Requisite Lenders (or such
other Lenders as may be required to give such instructions under subsection
11.6).

            D.      Agents Entitled to Act as Lender. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, an Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans and the Letters of
Credit, an Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. An Agent and its Affiliates may accept
deposits from, lend money to, acquire equity interests in and generally engage
in any kind of commercial banking, investment banking, trust, financial advisory
or other business with the Company or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Company for services in connection with this Agreement
and otherwise without having to account for the same to Lenders.

     10.3   Independent Investigation by Lenders; No Responsibility For
            -----------------------------------------------------------
            Appraisal of Creditworthiness.
            -----------------------------

            Each Lender agrees that it has made its own independent
investigation of the financial condition and affairs of Holdings and its
Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent
shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders
or to provide any Lender with any credit

                                      136                       CREDIT AGREEMENT

<PAGE>

or other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter, and no Agent
shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

     10.4   Right to Indemnity.
            ------------------

            Each Lender, in proportion to its Pro Rata Share, severally agrees
to indemnify each Agent and its officers, directors, employees, agents,
attorneys, professional advisors and Affiliates to the extent that any such
Person shall not have been reimbursed by the Company, for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including counsel fees and disbursements and fees and
disbursements of any financial advisor engaged by Agents) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against an Agent or any other such Persons in exercising the powers, rights and
remedies of an Agent or performing duties of an Agent hereunder or under the
other Loan Documents or otherwise in its capacity as Agent in any way relating
to or arising out of this Agreement or the other Loan Documents; provided that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of an Agent or such other Person resulting solely from such
Agent's or such other Person's gross negligence or willful misconduct as
determined by a final judgment of a court of competent jurisdiction. If any
indemnity furnished to an Agent or any other such Person for any purpose shall,
in the opinion of such Agent or such other Person, be insufficient or become
impaired, such Agent or such other Person may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished.

     10.5   Successor Administrative Agent and Swing Line Lender.
            ----------------------------------------------------

            A.      Successor Administrative Agent or Collateral Agent. Any
Agent may resign at any time by giving 30 days' prior written notice thereof to
the Lenders and the Company (regardless of whether a successor Agent may have
been found by the time when such resignation becomes effective), and the
Collateral Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to the Company, the
Administrative Agent, and the Collateral Agent signed by the Administrative
Agent and by Lenders (including the Administrative Agent, if the Administrative
Agent is then a Lender) holding at least 66 2/3% of the aggregate Revolving Loan
Exposure of all Lenders. Upon any such notice of resignation or any such
removal, Requisite Lenders shall have the right, upon five Business Days' notice
to the Company, to appoint a successor Agent. Upon the acceptance of any
appointment as an Agent hereunder by a successor Agent, that successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties (if any) of the retiring Agent (or the removed Collateral
Agent, as the case may be) and the retiring (or removed) Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring or removed Agent's resignation or removal hereunder as an Agent, the
provisions of this Section 10 and of Sections 11.2 and 11.3 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was an
Agent under this Agreement.

                                      137                       CREDIT AGREEMENT

<PAGE>

            B.      Successor Swing Line Lender. Any resignation of the
Administrative Agent pursuant to subsection 10.5A shall also constitute the
resignation or removal of Credit Suisse First Boston (Cayman Islands Branch) or
its successor as the Swing Line Lender, and any successor Administrative Agent
appointed pursuant to subsection 10.5A shall, upon its acceptance of such
appointment, become the successor Swing Line Lender for all purposes hereunder.
In such event (i) the Company shall immediately repay any outstanding Swing Line
Loans made by the retiring or removed Administrative Agent in its capacity as
Swing Line Lender, (ii) upon such repayment, the retiring Administrative Agent
and Swing Line Lender shall surrender any Swing Line Note held by it to the
Company for cancellation, and (iii) if so requested by the successor
Administrative Agent and Swing Line Lender in accordance with subsection 2.1E,
the Company shall issue a new Swing Line Note to the successor Administrative
Agent and Swing Line Lender substantially in the form of Exhibit E annexed
hereto, in the principal amount of the Swing Line Loan Commitment then in effect
and with other appropriate insertions.

     10.6   Collateral Documents and Guaranties.
            -----------------------------------

            Each Lender hereby further authorizes the Collateral Agent, on
behalf of and for the benefit of the Lenders, to enter into each Collateral
Document as secured party and authorizes the Administrative Agent and the
Collateral Agent to be the agents for and representatives of the Lenders under
each Guaranty and under the Intercreditor Agreement, and each Lender agrees to
be bound by the terms of each Collateral Document, including, without
limitation, the Intercreditor Agreement, and each Guaranty; provided that the
Collateral Agent, and the Administrative Agent, as applicable, shall not (i)
enter into or consent to any material amendment, modification, termination or
waiver of any provision contained in any Collateral Document, including, without
limitation, the Intercreditor Agreement, or in any Guaranty or (ii) release any
Collateral (except as otherwise expressly permitted or required pursuant to the
terms of this Agreement or the applicable Collateral Document), in each case
without the prior consent of Requisite Lenders (or, if required pursuant to
subsection 11.6, all Lenders); provided further, however, that, without further
written consent or authorization from Lenders, the Collateral Agent may execute
any documents or instruments necessary to (a) release any Lien encumbering any
item of Collateral that is the subject of a sale or other disposition of assets
permitted by this Agreement or to which Requisite Lenders have otherwise
consented, (b) release any Subsidiary Guarantor from the Subsidiary Guaranty if
all of the Capital Stock of such Subsidiary Guarantor is sold to any Person
(other than an Affiliate of the Company) pursuant to a sale or other disposition
permitted hereunder or to which Requisite Lenders have otherwise consented or
(c) subordinate the Liens of the Collateral Agent, on behalf of the Lenders, to
any Liens permitted by subsection 7.2; provided that, in the case of a sale of
such item of Collateral or stock referred to in subdivision (a) or (b), the
requirements of subsection 11.14 are satisfied. Anything contained in any of the
Loan Documents to the contrary notwithstanding, the Company, the Collateral
Agent, the Administrative Agent, and each Lender hereby agree that (1) no Lender
shall have any right individually to realize upon any of the Collateral under
any Collateral Document or to enforce any Guaranty, it being understood and
agreed that all powers, rights and remedies under the Collateral Documents and
the Guaranties may be exercised solely by the Collateral Agent (or the
Administrative Agent, as provided in the relevant document) for

                                      138                       CREDIT AGREEMENT

<PAGE>

the benefit of the Lenders in accordance with the terms thereof, and (2) in the
event of a foreclosure by the Collateral Agent on any of the Collateral pursuant
to a public or private sale, any Agent or any Lender may be the purchaser of any
or all of such Collateral at any such sale and the Collateral Agent, as agent
for and representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by the Collateral Agent
at such sale.

     10.7   Duties of Other Agents.
            ----------------------

            Neither the Lead Arranger (in its capacity as Lead Arranger) nor the
Syndication Agent (in its capacity as Syndication Agent) nor any
Co-Documentation Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such (and other than the Lead Arranger's right to receive its fees as
required under subsections 2.3B and 4.1B). Without limiting the foregoing, none
of such Agents or Lenders shall have or be deemed to have a fiduciary
relationship with any Lender.

     10.8   Administrative Agent May File Proofs of Claim.
            ---------------------------------------------

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to Holdings, the Company or any of the
Subsidiaries of Holdings or the Company, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Company) shall be
entitled and empowered, by intervention in such proceeding or otherwise

            (i)     to file and prove a claim for the whole amount of principal
     and interest owing and unpaid in respect of the Loans and any other
     Obligations that are owing and unpaid and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Lenders and the Agents (including any claim for the reasonable
     compensation, expenses, disbursements and advances of the Lenders and the
     Agents and their agents and counsel and all other amounts due the Lenders
     and the Agents under subsections 2.3 , 11.2, and 11.3) allowed in such
     judicial proceeding, and

            (ii)    to collect and receive any moneys or other property payable
     or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to Lenders, to pay to the Collateral Agent or the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the

                                      139                       CREDIT AGREEMENT

<PAGE>

Agents and their agents and counsel, and any other amounts due
the Agents under subsections 2.3, 11.2 and 11.3.

            Nothing herein contained shall be deemed to authorize any Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lenders or to authorize any Agent to vote in respect of the
claim of any Lender in any such proceeding.

Section 11. MISCELLANEOUS.

     11.1   Successors and Assigns; Assignments and Participations in Loans and
            --------------------------------------------------------------------
            Letters of Credit.
            -----------------

            A.      General. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 11.1). Neither the Company's rights or obligations
hereunder nor any interest therein may be assigned or delegated by the Company
without the prior written consent of all Lenders (and any attempted assignment
or transfer by the Company without such consent shall be null and void). No
sale, assignment or transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
transfer or participation. Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(ii) and subsection 11.5,
the Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may
not be sold, assigned or transferred as described below to any Person other than
a successor Administrative Agent and Swing Line Lender to the extent
contemplated by subsection 10.5. Nothing in this Agreement, express or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, and, to the extent
expressly contemplated hereby, the Affiliates of each of the Administrative
Agent and Lenders) any legal, equitable, or other right, remedy, or claim under
or by reason of this Agreement.

            B.      Assignments.

            (i)     Amounts and Terms of Assignments. Any Lender may assign to
     one or more Eligible Assignees all or any portion of its rights and
     obligations under this Agreement; provided that (a) except (1) in the case
     of an assignment of the entire remaining amount of the assigning Lender's
     rights and obligations under this Agreement or (2) in the case of an
     assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a
     Lender, the amount of the Revolving Loan Exposure assigned pursuant to each
     such assignment shall not be less than $5,000,000 unless the Administrative
     Agent and, so long as no Event of Default has occurred and is continuing,
     the Company otherwise consents (each such consent not to be unreasonably
     withheld or delayed), (b) each partial assignment shall be made as an
     assignment of a proportionate part of all the assigning Lender's rights and
     obligations under this Agreement with respect to the Loan or the

                                      140                       CREDIT AGREEMENT

<PAGE>

     Commitment assigned, (c) the parties to each assignment shall (1)
     electronically execute and deliver to the Administrative Agent an
     Assignment Agreement via an electronic settlement system acceptable to the
     Administrative Agent (which initially shall be ClearPar, LLC) or (2)
     manually execute and deliver to the Administrative Agent an Assignment
     Agreement, together with a processing and recordation fee of $3,500, (d)
     the Eligible Assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent information reasonably requested by the Administrative
     Agent, including such forms, certificates or other evidence, if any, with
     respect to United States federal income tax withholding matters and with
     respect to information requested under the Patriot Act as the assignee
     under such Assignment Agreement may be required to deliver to the
     Administrative Agent pursuant to subsection 2.7B(iii), and (e) the
     Administrative Agent, each Issuing Lender that has Letters of Credit
     outstanding at the time of the proposed assignment, and the Swing Line
     Lender shall have consented thereto (which consent shall not be
     unreasonably withheld) unless such assignment is an assignment to a Lender
     or an Affiliate of a Lender or an Approved Fund of a Lender. Upon such
     execution, delivery, consent, and recording pursuant to subsection
     11.1B(ii), from and after the effective date specified in such Assignment
     Agreement, (x) the assignee thereunder shall be a party hereto and shall
     have the rights and obligations of a Lender hereunder to the extent of the
     rights and obligations hereunder that have been assigned to it pursuant to
     such Assignment Agreement, and (y) the assigning Lender thereunder shall
     relinquish its rights other than any rights which survive the termination
     of this Agreement under subsection 11.9B) and be released from its
     obligations hereunder to the extent of the rights and obligations hereunder
     that have been assigned by it pursuant to such Assignment Agreement, and,
     in the case of an Assignment Agreement covering all or the remaining
     portion of an assigning Lender's rights and obligations under this
     Agreement, such assigning Lender shall cease to be a party hereto; provided
     that, anything contained in any of the Loan Documents to the contrary
     notwithstanding, if such assigning Lender is the Issuing Lender with
     respect to any outstanding Letters of Credit, such assigning Lender shall
     continue to have all rights and obligations of an Issuing Lender with
     respect to such Letters of Credit until the cancellation or expiration of
     such Letters of Credit and the reimbursement of any amounts drawn
     thereunder. Upon the effectiveness of such assignment or as promptly
     thereafter as practicable, (I) the assigning Lender shall, if requested by
     the Company, surrender its Notes, if any, to the Administrative Agent for
     cancellation, and thereupon new Notes shall, if requested by the assigning
     Lender in accordance with subsection 2.1E, be issued to the assigning
     Lender, and (II) new Notes shall, if requested by the assignee in
     accordance with subsection 2.1E, be issued to the assignee. Any new Notes
     so issued shall be substantially in the form of Exhibit D or Exhibit E
     annexed hereto, as appropriate, with appropriate insertions, to reflect the
     new Commitments and/or outstanding Revolving Loans of the assignee or the
     assigning Lender, as the case may be. Other than as provided in subsection
     2.1A(ii) and subsection 11.5, any assignment or transfer by a Lender of
     rights or obligations under this Agreement that does not comply with this
     subsection 11.1B shall be treated for purposes of this Agreement as a sale
     by such Lender of a participation in such rights and obligations in
     accordance with subsection 11.1C.

                                      141                       CREDIT AGREEMENT

<PAGE>

            (ii)    Acceptance by Administrative Agent; Recordation in Register.
     Upon its receipt of an Assignment Agreement executed by an assigning Lender
     and an assignee representing that it is an Eligible Assignee, together with
     the processing and recordation fee referred to in subsection 11.1B(i) (if
     any), and any forms, certificates or other evidence with respect to United
     States federal income tax withholding matters and with respect to
     information requested under the Patriot Act that such assignee may be
     required to deliver to the Administrative Agent pursuant to subsection
     2.7B(iii), the Administrative Agent shall, if the Administrative Agent, the
     Collateral Agent, the Issuing Lender, and the Swing Line Lender have
     consented to the assignment evidenced thereby in each case to the extent
     that such consent is required pursuant to subsection 11.1B(i)), (a) accept
     such Assignment Agreement by executing a counterpart thereof as provided
     therein (which acceptance shall evidence any required consent of the
     Administrative Agent to such assignment), and (b) record the information
     contained therein in the Register. The Administrative Agent shall maintain
     a copy of each Assignment Agreement delivered to and accepted by it as
     provided in this subsection 11.1B(ii).

            (iii)   Special Purpose Funding Vehicles. Notwithstanding anything
     to the contrary contained in this subsection 11.1B, any Lender (a "Granting
     Lender") may grant to a special purpose funding vehicle (an "SPC"),
     identified as such in writing from time to time by the Granting Lender to
     the Administrative Agent, the option to provide to the Company all or any
     part of any Loan that such Granting Lender would otherwise be obligated to
     make to the Company; provided that (i) nothing herein shall constitute a
     commitment by any SPC to make any Loan and (ii) if an SPC elects not to
     exercise such option or otherwise fails to provide all or any part of such
     Loan, the Granting Lender shall be obligated to make such Loan. The making
     of a Revolving Loan by an SPC hereunder shall utilize the Revolving Loan
     Commitment of the Granting Lender to the same extent as if such Loan had
     been made by such Granting Lender. Each party hereto hereby agrees that no
     SPC shall be liable for any indemnity or similar payment obligation under
     this Agreement (all liability for which shall remain with the Granting
     Lender). In furtherance of the foregoing, each party hereto hereby agrees
     (which agreement shall survive the termination of this Agreement) that,
     prior to the date that is one year and one day after the payment in full of
     all outstanding commercial paper or other senior indebtedness of any SPC,
     it will not institute against, or join any other person in instituting
     against, such SPC any bankruptcy, reorganization, arrangement, insolvency
     or liquidation proceedings under the laws of the United States or any State
     thereof. In addition, notwithstanding anything to the contrary contained in
     this subsection 11.1, any SPC may (i) with notice to, but without the prior
     written consent of, the Administrative Agent, and without paying any
     processing fee therefor, assign all or a portion of its interests in any
     Loan to the Granting Lender or to any financial institutions (consented to
     by the Administrative Agent) providing liquidity and/or credit support to
     or for the account of such SPC to support the funding or maintenance of any
     Loans and (ii) disclose on a confidential basis any non-public information
     relating to its Loans to any rating agency, commercial paper dealer or
     provider of any surety, guaranty or credit or liquidity enhancement to such
     SPC. This section may not be amended without the written consent of each
     SPC.

                                      142                       CREDIT AGREEMENT

<PAGE>

            C.      Participations. Any Lender may, without the consent of, or
notice to, the Company or the Administrative Agent, sell participations to one
or more Persons (other than a natural Person or the Company or any of its
Affiliates) in all or a portion of such Lender's rights and/or obligations under
this Agreement; provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Company, the Administrative Agent, and the Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
directly affecting (i) the extension of the scheduled final maturity date of any
Loan allocated to such participation or (ii) a reduction of the principal amount
of or the rate of interest payable on any Loan allocated to such participation.
Subject to the further provisions of this subsection 11.1C, the Company agrees
that each Participant shall be entitled to the benefits of subsections 2.6D and
2.7 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection 11.1B. To the extent permitted by law, each
Participant also shall be entitled to the benefits of subsection 11.4 as though
it were a Lender, provided such Participant agrees to be subject to subsection
11.5 as though it were a Lender. A Participant shall not be entitled to receive
any greater payment under subsections 2.6D and 2.7 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant unless the sale of the participation to such Participant is
made with the Company's prior written consent. A Participant that would be a
Non-US Lender if it were a Lender shall not be entitled to the benefits of
subsection 2.7 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Company, to
comply with subsection 2.7B(iii) as though it were a Lender.

            D.      Pledges and Assignments. Any Lender may at any time pledge
or assign a security interest in all or any portion of its Loans, and the other
Obligations owed to such Lender, to secure obligations owed by such Lender,
including without limitation any pledge or assignment to secure obligations to
any Federal Reserve Bank; provided that (i) no Lender shall be relieved of any
of its obligations hereunder as a result of any such assignment or pledge and
(ii) in no event shall any assignee or pledgee be considered to be a "Lender" or
be entitled to require the assigning Lender to take or omit to take any action
hereunder.

            E.      Information. Each Lender may furnish any information
concerning the Company and its Subsidiaries in the possession of that Lender
from time to time to assignees and participants (including prospective assignees
and participants), subject to subsection 11.19.

            F.      Agreements of Lenders. Each Lender listed on the signature
pages hereof hereby agrees (i) that it is an Eligible Assignee described in
clause (ii) of the definition thereof; (ii) that it has experience and expertise
in the making of loans such as the Loans; and (iii) that it will make its Loans
for its own account in the ordinary course of its business and without a view to
distribution of such Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject
to the provisions

                                      143                       CREDIT AGREEMENT

<PAGE>

of this subsection 11.1, the disposition of such Loans or any interests therein
shall at all times remain within its exclusive control). Each Lender that
becomes a party hereto pursuant to an Assignment Agreement shall be deemed to
agree that the agreements of such Lender contained in Section 2(c) of such
Assignment Agreement are incorporated herein by this reference.

     11.2   Expenses.
            --------

            Whether or not the transactions contemplated hereby shall be
consummated, the Company agrees to pay promptly (i) all reasonable costs and
expenses of negotiation, preparation and execution of the Loan Documents and any
consents, amendments, waivers or other modifications thereto; (ii) all
reasonable costs and expenses of furnishing all opinions by counsel for the
Company (including any opinions requested by the Agents or the Lenders as to any
legal matters arising hereunder) and of the Company's performance of and
compliance with all agreements and conditions on its part to be performed or
complied with under this Agreement and the other Loan Documents including with
respect to confirming compliance with environmental, insurance and solvency
requirements; (iii) all reasonable fees, expenses and disbursements of counsel
to the Administrative Agent or the Collateral Agent (including allocated costs
of internal counsel) in connection with the negotiation, preparation, execution
and administration of the Loan Documents and any consents, amendments, waivers
or other modifications thereto and any other documents or matters requested by
the Company; (iv) all reasonable costs and expenses of creating and perfecting
Liens in favor of the Collateral Agent on behalf of Lenders pursuant to any
Collateral Document, including filing and recording fees, expenses and taxes,
stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to the Administrative
Agent or the Collateral Agent and of counsel providing any opinions that the
Administrative Agent, the Collateral Agent, or Requisite Lenders may request in
respect of the Collateral Documents or the Liens created pursuant thereto; (v)
all reasonable costs and expenses (including the reasonable fees, expenses and
disbursements of any auditors, accountants or appraisers and any other
consultants, advisors and agents employed or retained by the Administrative
Agent, the Collateral Agent, or counsel to any of the foregoing) of obtaining
and reviewing all appraisals provided for under subsection 4.1 or 6.11 and all
examinations, audits, assessments, or reports provided for under subsection 4.1
or 6.11; (vi) all reasonable costs and expenses incurred by the Collateral Agent
in connection with the custody or preservation of any of the Collateral; (vii)
all other reasonable costs and expenses incurred by the Administrative Agent in
connection with the syndication of the Commitments; (viii) all reasonable costs
and expenses, including reasonable attorneys' fees (including allocated costs of
internal counsel) and reasonable fees, costs and expenses of accountants,
advisors and consultants, incurred by the Administrative Agent, the Collateral
Agent, and their counsel relating to efforts to (a) evaluate or assess any Loan
Party or Receivables SPV, its business or financial condition and (b) protect,
evaluate, assess or dispose of any of the Collateral; (ix) all reasonable costs
and expenses, including reasonable attorneys' fees (including allocated costs of
internal counsel), reasonable fees, costs and expenses of accountants, advisors
and consultants and costs of settlement, incurred by the Administrative Agent,
the Collateral Agent, and Lenders in enforcing any Obligations of or in
collecting any payments due, from any Loan Party or otherwise, hereunder or
under the other Loan Documents (including in connection with the sale of,
collection from, or other realization upon any of the

                                      144                       CREDIT AGREEMENT

<PAGE>

Collateral or the enforcement of the Loan Documents) or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings; and (x) all reasonable costs and expenses, including
reasonable attorneys' fees (including allocated costs of internal counsel),
reasonable fees, costs and expenses of accountants, advisors and consultants and
costs of settlement, incurred by the Administrative Agent, the Collateral Agent,
and the Lenders in defending against any litigation, arbitration, or other
proceeding of any kind, whether at law, in equity, or otherwise, in any way
relating to the transactions contemplated by this Agreement and the other Loan
Documents, including, without limitation, any such litigation, arbitration, or
other proceeding brought by or on behalf of any Government Authority or Holdings
or any of its Subsidiaries or any Agent or Lender or any third party.

     11.3   Indemnity.
            ---------

            In addition to the payment of expenses pursuant to subsection 11.2,
whether or not the transactions contemplated hereby shall be consummated, the
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless the Agents, the Syndication Agent, the Lead
Arranger, and the Lenders (including Issuing Lenders), and the officers,
directors, employees, agents and Affiliates of the Agents, the Syndication
Agent, the Lead Arranger, and the Lenders (collectively called the
"Indemnitees"), from and against any and all Indemnified Liabilities (as
hereinafter defined); provided that the Company shall not have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent that such Indemnified Liabilities arise solely from the gross negligence
or willful misconduct of that Indemnitee as determined by a final judgment of a
court of competent jurisdiction.

            As used herein, "Indemnified Liabilities" means, collectively, any
and all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement, the other Loan Documents, or the transactions
contemplated hereby or thereby (including Lenders' agreement to make the Loans
hereunder or the use or intended use of the proceeds thereof or the issuance of
Letters of Credit hereunder or the use or intended use of any thereof, the
failure of an Issuing Lender or its Designated Issuer to honor a drawing under a
Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Government Authority, or
any enforcement of any of

                                      145                       CREDIT AGREEMENT

<PAGE>

the Loan Documents (including any sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the Guaranties)), (ii) the
statements contained in the commitment letter delivered by any Agent or Lender
to the Company with respect thereto, or (iii) any Environmental Claim or any
Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of the Company or any of its Subsidiaries.

            To the extent that the undertakings to defend, indemnify, pay and
hold harmless set forth in this subsection 11.3 may be unenforceable in whole or
in part because they are violative of any law or public policy, the Company
shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.

     11.4   Set-Off.
            -------

            In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence of any
Event of Default each Lender is hereby authorized by the Company at any time or
from time to time, without notice to the Company or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and to
apply any and all deposits (general or special, time or demand, provisional or
final, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by that Lender or any Affiliate of that
Lender to or for the credit or the account of the Company and each other Loan
Party against and on account of the Obligations of the Company or any other Loan
Party to that Lender (or any Affiliate of that Lender) or to any other Lender
(or any Affiliate of any other Lender) under this Agreement, the Letters of
Credit and participations therein and the other Loan Documents, including all
claims of any nature or description arising out of or connected with this
Agreement, the Letters of Credit and participations therein or any other Loan
Document, irrespective of whether or not (i) that Lender shall have made any
demand hereunder or (ii) the principal of or the interest on the Loans or any
amounts in respect of the Letters of Credit or any other amounts due hereunder
shall have become due and payable pursuant to Section 8 and although said
obligations and liabilities, or any of them, may be contingent or unmatured.

     11.5   Ratable Sharing.
            ---------------

            Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "Aggregate
Amounts Due" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender,

                                      146                       CREDIT AGREEMENT

<PAGE>

then the Lender receiving such proportionately greater payment shall (i) notify
the Administrative Agent and each other Lender of the receipt of such payment
and (ii) apply a portion of such payment to purchase assignments (which it shall
be deemed to have purchased from each seller of an assignment simultaneously
upon the receipt by such seller of its portion of such payment) of the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; provided that if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of the Company or otherwise,
those purchases shall be rescinded and the purchase prices paid for such
assignments shall be returned to such purchasing Lender ratably to the extent of
such recovery, but without interest. The Company expressly consents to the
foregoing arrangement and agrees that any purchaser of an assignment so
purchased may exercise any and all rights of a Lender as to such assignment as
fully as if that Lender had complied with the provisions of subsection 11.1B
with respect to such assignment. In order to further evidence such assignment
(and without prejudice to the effectiveness of the assignment provisions set
forth above), each purchasing Lender and each selling Lender agree to enter into
an Assignment Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, in form and substance reasonably satisfactory to
each such Lender.

     11.6   Amendments and Waivers.
            ----------------------

            No amendment, modification, termination or waiver of any provision
of this Agreement or of the Notes, and no consent to any departure by the
Company therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; provided that no such amendment, modification,
termination, waiver or consent shall, without the consent of (a) each Lender
with Obligations or Commitments directly affected (whose consent shall be
required for any such amendment, modification, termination or waiver in addition
to that of Requisite Lenders, it being understood that a Lender whose Pro Rata
Share is reduced by virtue of an increase in the Revolving Loan Commitments
under subsection 2.1A(iii) is not "directly affected" by such increase) (1)
reduce the principal amount of any Loan, (2) increase the Commitment of such
Lender (it being understood that a waiver of any condition, covenant, Event of
Default or Potential Event of Default, or of a mandatory unscheduled repayment
or Commitment reduction shall not constitute an increase in the Commitment of
any Lender and that an increase in the available portion of any Commitment of
any Lender shall not constitute an increase in the Commitment of such Lender)
(3) increase the maximum aggregate amount of Letters of Credit, (4) postpone the
scheduled final maturity date of any Loan, (5) postpone the date on which any
interest or any fees are payable, (6) decrease the interest rate borne by any
Loan (other than any waiver of any increase in the interest rate applicable to
any of the Loans pursuant to subsection 2.2E) or the amount of any fees payable
hereunder (including any change in the manner in which any ratio used in
determining any interest rate or fee is calculated that would result in a
reduction of any such rate or fee or in any defined terms (including, without
limitation, defined terms used in such defined terms) to the extent used to
calculate margins for interest or fees), (7) reduce the amount or postpone the
due date of any amount payable in respect of any Letter of Credit, (8) extend
the expiration date of any Letter of Credit beyond the Revolving Loan Commitment
Termination Date or (9) change in any manner the obligations of

                                      147                       CREDIT AGREEMENT

<PAGE>

Revolving Lenders relating to the purchase of participations in Letters of
Credit; (b) each Lender, (1) increase the aggregate Commitments other than as
permitted by subsection 2.1A(iii), (2) change in any manner the definition of
"Pro Rata Share" or the definition of "Requisite Lenders" (except for any
changes resulting solely from an increase in Commitments approved by Requisite
Lenders, it also being understood that, with the consent of Requisite Lenders
additional extensions of credit and commitments may be made pursuant to this
Agreement and included in the calculation and determination of Requisite Lenders
and Pro Rata Shares on the same basis that the existing Commitments are included
in such calculation and determination), (3) change in any manner any provision
of this Agreement that, by its terms, expressly requires the approval or
concurrence of all Lenders, (4) increase the maximum duration of Interest
Periods permitted hereunder, (5) release any Lien granted in favor of the
Collateral Agent with respect to all or substantially all of the Collateral or
release Holdings from its obligations under the Holdings Guaranty or release all
or substantially all of the Subsidiary Guarantors from their obligations under
the Subsidiary Guaranty, in each case other than in accordance with the terms of
the Loan Documents, (6) permit the Total Utilization of Revolving Loan
Commitments at any time to exceed the Revolving Loan Commitments then in effect,
or (7) change in any manner or waive the provisions contained in subsection 8.1
or this subsection 11.6; or (c) the Administrative Agent, the Collateral Agent,
and Lenders holding at least 80% of the aggregate Revolving Loan Exposure of all
Lenders, change in any manner that could have the effect of making more credit
available clause (b) of the second paragraph of subsection 2.1A(i), clauses (2),
(3), or (4) of the second paragraph of subsection 2.1A(ii)(a), subsections
2.4A(iii)(g), 4.2B(v), (vi), or (vii), or 7.6A, or the definitions of "Borrowing
Base", "Borrowing Base Availability", "Eligible Inventory", "Inventory
Category", "Facility Availability", "Finished and Semi-Finished Goods
Inventory", "Inventory", "Liquidity", "Maximum Discretionary Amount", "Maximum
Discretionary Borrowing Base Amount", "Monthly Average Facility Availability",
"OLV Percentage", "Raw Materials Inventory", "Revolving Loan Commitments",
"Total Utilization of Revolving Loan Commitments" or "Work-In-Process
Inventory". In addition, (i) any amendment, modification, termination or waiver
of any of the provisions contained in Section 4 shall be effective only if
evidenced by a writing signed by or on behalf of the Administrative Agent, the
Collateral Agent and Requisite Lenders, (ii) no amendment, modification,
termination or waiver of any provision of any Note shall be effective without
the written concurrence of the Lender that is the holder of that Note, (iii) no
amendment, modification, termination or waiver of any provision of subsection
2.1A(iv) or of any other provision of this Agreement relating to the Swing Line
Loan Commitment or the Swing Line Loans shall be effective without the written
concurrence of Swing Line Lender, (iv) no amendment, modification, termination
or waiver of any provision of Section 3 shall be effective without the written
concurrence of the Administrative Agent and, with respect to the purchase of
participations in Letters of Credit, without the written concurrence of each
Issuing Lender that has issued or arranged for the issuance of an outstanding
Letter of Credit or has not been reimbursed for a payment under a Letter of
Credit, (v) no amendment, modification, termination or waiver of subsection 2.4C
shall be effective without the written concurrence of each Agent, Lender, Swing
Line Lender, or Issuing Lender that, in each case, is adversely affected
thereby, and (vi) no amendment, modification, termination or waiver of any
provision of Section 10 or of any other provision of this Agreement that, by its
terms, expressly requires the approval or concurrence of the Administrative
Agent or of the Collateral Agent shall be effective without the written

                                      148                       CREDIT AGREEMENT

<PAGE>

concurrence of the Administrative Agent or the Collateral Agent or both of them,
as applicable. Each of the Administrative Agent and the Collateral Agent may
exercise its discretion in good faith, and its doing so shall not be deemed to
be an amendment, consent, waiver or other modification requiring the approval of
any other Lender. The Administrative Agent may, but shall have no obligation to,
with the concurrence of any Lender, execute amendments, modifications, waivers
or consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver, or consent
effected in accordance with this subsection 11.6 shall be binding upon each
Lender at the time outstanding, each future Lender, and, if signed by the
Company, on the Company.

     11.7   Independence of Covenants.
            -------------------------

            All covenants hereunder shall be given independent effect so that if
a particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

     11.8   Notices; Effectiveness of Signatures.
            ------------------------------------

            Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and legible
form, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided that notices to the
Administrative Agent, Swing Line Lender and any Issuing Lender shall not be
effective until received. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name on Schedule 11.8 annexed
hereto or (i) as to the Company and the Administrative Agent, such other address
as shall be designated by such Person in a written notice delivered to the other
parties hereto and (ii) as to each other party, such other address as shall be
designated by such party in a written notice delivered to the Administrative
Agent. Electronic mail may be used to distribute routine communications, such as
financial statements and other information; provided, however, that no signature
with respect to any notice, request, agreement, waiver, amendment or other
document or any notice that is intended to have binding effect may be sent by
electronic mail.

            Loan Documents and notices under the Loan Documents may be
transmitted and/or signed by telefacsimile. The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force
and effect as an original copy with manual signatures and shall be binding on
all Loan Parties, Receivables SPV's, Agents and Lenders. The Administrative
Agent may also require that any such documents and signature be confirmed by a
manually-signed copy thereof; provided, however, that the failure to request or
deliver any

                                      149                       CREDIT AGREEMENT

<PAGE>

such manually-signed copy shall not affect the effectiveness of any facsimile
document or signature.

     11.9   Survival of Representations, Warranties and Agreements.
            ------------------------------------------------------

            A.      All representations, warranties and agreements made herein
shall survive the execution and delivery of this Agreement and the making of the
Loans and the issuance of the Letters of Credit hereunder.

            B.      Notwithstanding anything in this Agreement or implied by law
to the contrary, the agreements of the Company set forth in subsections 2.6D,
2.7, 11.2, 11.3, 11.4, 11.17 and 11.18 and the agreements of Lenders set forth
in subsections 10.2C, 10.4, 11.5 and 11.18 shall survive the payment of the
Loans, the cancellation or expiration of the Letters of Credit (or any
satisfactory disposition thereof pursuant to subsection 3.6) and the
reimbursement of any amounts drawn thereunder, and the termination of this
Agreement.

     11.10  Failure or Indulgence Not Waiver; Remedies Cumulative.
            -----------------------------------------------------

            No failure or delay on the part of an Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

     11.11  Marshalling; Payments Set Aside.
            -------------------------------

            Neither any Agent nor any Lender shall be under any obligation to
marshal any assets in favor of the Company or any other party or against or in
payment of any or all of the Obligations. To the extent that the Company makes a
payment or payments to the Administrative Agent or the Lenders (or to the
Administrative Agent for the benefit of the Lenders), or the Agents or the
Lenders enforce any security interests or exercise their rights of setoff, and
such payment or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied, and all Liens, rights and
remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred.

     11.12  Severability.
            ------------

            In case any provision in or obligation under this Agreement or the
Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the

                                      150                       CREDIT AGREEMENT

<PAGE>

remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.

     11.13  Obligations Several; Independent Nature of Lenders' Rights;
            -----------------------------------------------------------
            Damage Waiver.
            -------------

            The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders, or
Lenders and the Company, as a partnership, an association, a Joint Venture or
any other kind of entity. The amounts payable at any time hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out of this Agreement and it
shall not be necessary for any other Lender to be joined as an additional party
in any proceeding for such purpose.

            To the extent permitted by law, the Company shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with or as a result of this
Agreement (including, without limitation, subsection 2.1C hereof), any other
Loan Document, any transaction contemplated by the Loan Documents, any Loan or
the use of proceeds thereof.

     11.14  Release of Security Interest or Guaranty.
            ----------------------------------------

            Upon the proposed sale or other disposition of any Collateral that
is permitted by this Agreement or to which Requisite Lenders (or, if required by
subsection 11.6, all of the Lenders) have otherwise consented, or the sale or
other disposition of all of the Capital Stock of a Subsidiary Guarantor to any
Person (other than an Affiliate of the Company) permitted by this Agreement or
to which Requisite Lenders (or, if required by subsection 11.6, all of the
Lenders) have otherwise consented, for which a Loan Party desires to obtain a
security interest release or a release of the applicable Guaranty from the
Administrative Agent, such Loan Party shall deliver an Officer's Certificate (i)
stating that the Collateral or the Capital Stock subject to such disposition is
being sold or otherwise disposed of in compliance with the terms hereof and (ii)
specifying the Collateral or Capital Stock being sold or otherwise disposed of
in the proposed transaction. Upon the receipt of such Officer's Certificate, the
Administrative Agent shall, at such Loan Party's expense, so long as the
Administrative Agent (a) has no reason to believe that the facts stated in such
Officer's Certificate are not true and correct and (b), if the sale or other
disposition of such item of Collateral or Capital Stock constitutes an Asset
Sale, shall have received evidence satisfactory to it that arrangements
satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if
and as required by subsection 2.4, execute and deliver such releases of its
security interest in such Collateral or such Guaranty, as may be reasonably
requested by such Loan Party.

                                      151                       CREDIT AGREEMENT

<PAGE>

     11.15  Governing Law.
            -------------

            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

     11.16  Construction of Agreement; Nature of Relationship.
            -------------------------------------------------

            Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has been drafted jointly by all of
the parties hereto, and (iv) neither the Administrative Agent nor any Lender or
other Agent has any fiduciary relationship with or duty to the Company arising
out of or in connection with this Agreement or any of the other Loan Documents,
and the relationship between the Administrative Agent, the other Agents and the
Lenders, on one hand, and the Company, on the other hand, in connection herewith
or therewith is solely that of debtor and creditor. Accordingly, each of the
parties hereto acknowledges and agrees that the terms of this Agreement shall
not be construed against or in favor of another party.

     11.17  Consent to Jurisdiction and Service of Process.
            ----------------------------------------------

            ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

            (i)     ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
     JURISDICTION AND VENUE OF SUCH COURTS;

            (ii)    WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

            (iii)   AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
     ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
     REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION
     11.8;

            (iv)    AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
     SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
     PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
     BINDING SERVICE IN EVERY RESPECT;

                                      152                       CREDIT AGREEMENT

<PAGE>

            (v)     AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
     OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN
     THE COURTS OF ANY OTHER JURISDICTION; AND

            (vi)    AGREES THAT THE PROVISIONS OF THIS SUBSECTION 11.17 RELATING
     TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST
     EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR
     OTHERWISE.

     11.18  Waiver of Jury Trial.
            --------------------

            EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 11.18 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

     11.19  Confidentiality.
            ---------------

            Each Lender shall hold all non-public information obtained pursuant
to the requirements of this Agreement that has been identified in writing as
confidential by the Company in accordance with such Lender's customary
procedures for handling confidential information of this nature, it being
understood and agreed by the Company that in any event a Lender may make
disclosures (a) to its and its Affiliates' directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such
information confidential), (b) to the extent requested by any Government
Authority, (c) to the extent required by applicable laws or regulations or by
any

                                      153                       CREDIT AGREEMENT

<PAGE>

subpoena or similar legal process, (d) to any other party to this Agreement, (e)
in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this subsection 11.19, to (1) any Eligible Assignee of or participant
in, or any prospective Eligible Assignee of or Participant in, any of its rights
or obligations under this Agreement or (2) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Company, (g) with the consent of the
Company, (h) to the extent that such information (1) becomes publicly available
other than as a result of a breach of this subsection 11.19 or (2) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Company or (i) to the National Association of
Insurance Commissioners or any other similar organization or any nationally
recognized rating agency that requires access to information about a Lender's or
its Affiliates' investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates and that no written or oral
communications from counsel to an Agent and no information that is or is
designated as privileged or as attorney work product may be disclosed to any
Person unless such Person is a Lender or a participant hereunder; provided that,
unless specifically prohibited by applicable law or court order, each Lender
shall notify the Company of any request by any Government Authority or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such Government
Authority) for disclosure of any such non-public information prior to disclosure
of such information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by the Company or any of
its Subsidiaries. Notwithstanding anything else contained herein, each party
hereto authorizes each other party hereto to disclose all information and
materials regarding the structure and tax aspects of the transactions
contemplated herein to the extent required by Internal Revenue Code Section 6011
and the Treasury Regulations thereunder in order to avoid the transactions
contemplated herein being treated as a "Confidential Transaction" as defined by
such Treasury Regulations. In addition, the Administrative Agent and Lenders may
disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry, and
service providers to the Administrative Agent and Lenders.

     11.20  Counterparts; Effectiveness.
            ---------------------------

            This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto.

                                    * * * * *

                                      154                       CREDIT AGREEMENT

<PAGE>

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

                                      AK STEEL HOLDING CORPORATION


                                      By:        /s/  James L. Wainscott
                                         ---------------------------------------
                                                   James L. Wainscott
                                                Senior Vice President and
                                                 Chief Financial Officer

                                      AK STEEL CORPORATION


                                      By:        /s/  James L. Wainscott
                                         ---------------------------------------
                                                   James L. Wainscott
                                                Senior Vice President and
                                                 Chief Financial Officer

                                      CREDIT   SUISSE  FIRST BOSTON,
                                      acting through its Cayman Islands branch,
                                      as Lead Arranger,Administrative  Agent,
                                      and Lender


                                      By:        /s/  Joseph J. Adipietro
                                         ---------------------------------------
                                                    Joseph Adipietro
                                                        Director

                                      and


                                      By:          /s/  Kevin S. Smith
                                         ---------------------------------------
                                                       Kevin Smith
                                                    Managing Director

                                                                CREDIT AGREEMENT

<PAGE>

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      as Syndication Agent, Collateral Agent,
                                      and Lender


                                      By:        /s/  John L. Dale
                                         ---------------------------------------
                                                      John L. Dale
                                                Duly Authorized Signatory

                                      BANK ONE, NA,
                                      as Co-Documentation Agent and Lender


                                      By:        /s/  Jeffrey W. Swartz
                                         ---------------------------------------
                                                    Jeffrey W. Swartz
                                                     Vice President

                                      THE CIT GROUP / BUSINESS CREDIT, INC.,
                                      as Co-Documentation Agent and Lender


                                      By:        /s/  James A. Brennan, Jr.
                                         ---------------------------------------
                                                  James A. Brennan, Jr.
                                                     Vice President

                                      CONGRESS FINANCIAL CORPORATION,
                                      as Co-Documentation Agent and Lender


                                      By:        /s/  William H. Bloom
                                         ---------------------------------------
                                                    William H. Bloom
                                                Executive Vice President

                                      FLEET CAPITAL CORPORATION


                                      By:          /s/  Frank Melazzo
                                         ---------------------------------------
                                                      Frank Melazzo
                                                          SVP

                                                                CREDIT AGREEMENT

<PAGE>

                                      GMAC COMMERCIAL FINANCE LLC


                                      By:       /s/  W. Wakefield Smith
                                         ---------------------------------------
                                                   W. Wakefield Smith
                                                        Director

                                      ORIX FINANCIAL SERVICES, INC.


                                      By:           /s/  Mark Tauber
                                         ---------------------------------------
                                                       Mark Tauber
                                                    Managing Director

                                      TRANSAMERICA BUSINESS CAPITAL CORPORATION


                                      By:       /s/  Stephen K. Goetschlus
                                         ---------------------------------------
                                                  Stephen K. Goetschlus
                                                  Senior Vice President

                                                                CREDIT AGREEMENT

<PAGE>

                                      UBS AG, STAMFORD BRANCH


                                      By:        /s/  Wilfred V. Saint
                                         ---------------------------------------
                                                    Wilfred V. Saint
                                                   Associate Director
                                                    Banking Products
                                                      Services, US

                                      and


                                      By:       /s/  Thomas R. Salzano
                                         ---------------------------------------
                                                    Thomas R. Salzano
                                                        Director
                                              Banking Products Services, US

                                      WELLS FARGO FOOTHILL, LLC


                                      By:          /s/  Sanat Amladi
                                         ---------------------------------------
                                                      Sanat Amladi
                                                     Vice President

                                      WHITEHALL BUSINESS CREDIT CORP.


                                      By:         /s/  Alan F. McKay
                                         ---------------------------------------
                                                      Alan F. McKay
                                                     Vice President

                                                                CREDIT AGREEMENT