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                                                                    EXHIBIT 10.9
================================================================================

                                CREDIT AGREEMENT

                            Dated as of May 14, 2003

                                      among

                          CENTRAL GARDEN & PET COMPANY,
                                  as Borrower,

                           THE LENDERS LISTED HEREIN,
                                   as Lenders,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                            as Administrative Agent,

                                       and

                            BANK OF AMERICA, N.A. and
                                 SUNTRUST BANK,
                            as Co-Syndication Agents

                            CIBC WORLD MARKETS CORP.,
                       BANC OF AMERICA SECURITIES LLC and
                         SUNTRUST CAPITAL MARKETS, INC.,
                     Co-Lead Arrangers and Joint Bookrunners

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

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                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

Section 1.  DEFINITIONS.....................................................  2

     1.1    Certain Defined Terms...........................................  2

     1.2    Accounting Terms; Utilization of GAAP for Purposes of
            Calculations Under Agreement.................................... 29

     1.3    Other Definitional Provisions and Rules of Construction......... 29

Section 2.  AMOUNTS AND TERMS OF COMMITMENTS AND LOANS...................... 30

     2.1    Commitments; Making of Loans; Optional Notes.................... 30

     2.2    Interest on the Loans........................................... 36

     2.3    Fees............................................................ 40

     2.4    Repayments, Prepayments and Reductions in Revolving Loan
            Commitments; General Provisions Regarding Payments;
            Application of Proceeds of Collateral and Payments Under
            Subsidiary Guaranty............................................. 41

     2.5    Use of Proceeds................................................. 48

     2.6    Special Provisions Governing LIBOR Loans........................ 48

     2.7    Increased Costs; Taxes; Capital Adequacy........................ 51

     2.8    Obligation of Lenders and Issuing Lenders to Mitigate........... 56

     2.9    Replacement of a Lender......................................... 56

Section 3.  LETTERS OF CREDIT............................................... 57

     3.1    Issuance of Letters of Credit and Revolving Lenders'
            Purchase of Participations Therein.............................. 57

     3.2    Letter of Credit Fees........................................... 59

     3.3    Drawings and Reimbursement of Amounts Paid Under
            Letters of Credit............................................... 60

     3.4    Obligations Absolute............................................ 63

     3.5    Indemnification; Nature of Issuing Lenders' Duties.............. 64

     3.6    Increased Costs and Taxes Relating to Letters of Credit......... 65

Section 4.  CONDITIONS TO LOANS AND LETTERS OF CREDIT....................... 66

     4.1    Conditions to Tranche B Term Loans and Initial
            Revolving Loans................................................. 66

     4.2    Conditions to All Loans......................................... 72

     4.3    Conditions to Letters of Credit................................. 73

Section 5.  BORROWER'S REPRESENTATIONS AND WARRANTIES....................... 74

                                        i

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     5.1    Organization, Powers, Qualification, Good Standing,
            Business and Subsidiaries....................................... 74

     5.2    Authorization of Borrowing, etc................................. 75

     5.3    Financial Condition............................................. 76

     5.4    No Material Adverse Change; No Restricted
            Junior Payments................................................. 76

     5.5    Title to Properties; Liens; Real Property;
            Intellectual Property........................................... 76

     5.6    Litigation; Adverse Facts....................................... 77

     5.7    Payment of Taxes................................................ 78

     5.8    Performance of Agreements; Materially Adverse
            Agreements; Material Contracts.................................. 78

     5.9    Governmental Regulation; OFAC; Patriot Act;
            Foreign Corrupt Practices Act................................... 79

     5.10   Securities Activities........................................... 80

     5.11   Employee Benefit Plans.......................................... 80

     5.12   Certain Fees.................................................... 81

     5.13   Environmental Protection........................................ 81

     5.14   Employee Matters................................................ 82

     5.15   Solvency........................................................ 82

     5.16   Matters Relating to Collateral.................................. 82

     5.17   Disclosure...................................................... 83

     5.18   Subordinated Indebtedness....................................... 84

     5.19   Mortgage Taxes, Etc............................................. 84

     5.20   Proceeds of Loans............................................... 84

Section 6.  BORROWER'S AFFIRMATIVE COVENANTS................................ 84

     6.1    Financial Statements and Other Reports.......................... 84

     6.2    Existence, etc.................................................. 90

     6.3    Payment of Taxes and Claims; Tax................................ 90

     6.4    Maintenance of Properties; Insurance; Application of
             Net Insurance/ Condemnation Proceeds........................... 91

     6.5    Inspection Rights............................................... 93

     6.6    Compliance with Laws, etc....................................... 93

     6.7    Environmental Matters........................................... 94

                                       ii

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     6.8    Execution of Subsidiary Guaranty and Personal Property
            Collateral Documents After the Closing Date..................... 96

     6.9    Matters Relating to Real Property Collateral.................... 97

     6.10   Deposit Accounts and Cash Management Systems.................... 98

     6.11   Solvency........................................................ 99

Section 7.  BORROWER'S NEGATIVE COVENANTS................................... 99

     7.1    Indebtedness.................................................... 99

     7.2    Liens and Related Matters...................................... 100

     7.3    Investments; Acquisitions...................................... 101

     7.4    Contingent Obligations......................................... 102

     7.5    Restricted Junior Payments..................................... 103

     7.6    Financial Covenants............................................ 103

     7.7    Restriction on Fundamental Changes; Asset Sales................ 104

     7.8    Consolidated Capital Expenditures.............................. 105

     7.9    Sale or Discount of Receivables................................ 106

     7.10   Transactions with Shareholders and Affiliates.................. 106

     7.11   Sales and Lease-Backs.......................................... 106

     7.12   Restriction on Leases.......................................... 106

     7.13   Conduct of Business............................................ 107

     7.14   Amendments of Documents Relating to Subordinated
            Indebtedness................................................... 107

     7.15   Fiscal Year; Tax Election...................................... 107

     7.16   Subsidiary Guarantors.......................................... 107

Section 8.  EVENTS OF DEFAULT.............................................. 107

     8.1    Failure to Make Payments When Due.............................. 108

     8.2    Default in Other Agreements.................................... 108

     8.3    Breach of Certain Covenants.................................... 108

     8.4    Breach of Warranty............................................. 108

     8.5    Other Defaults Under Loan Documents............................ 108

     8.6    Involuntary Bankruptcy; Appointment of Receiver, etc. ......... 109

     8.7    Voluntary Bankruptcy; Appointment of Receiver, etc. ........... 109

     8.8    Judgments and Attachments...................................... 110

     8.9    Dissolution.................................................... 110

                                       iii

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     8.10   Employee Benefit Plans......................................... 110

     8.11   Change in Control.............................................. 110

     8.12   Invalidity of Loan Documents; Repudiation of Obligations....... 110

     8.13   Uninsured Damage............................................... 111

     8.14   Criminal or Civil Proceedings.................................. 111

     8.15   Subordinated Indebtedness...................................... 111

Section 9.  ADMINISTRATIVE AGENT........................................... 112

     9.1    Appointment.................................................... 112

     9.2    Powers and Duties; General Immunity............................ 113

     9.3    Representations and Warranties; No Responsibility
            for Appraisal of Creditworthiness.............................. 115

     9.4    Right to Indemnity............................................. 115

     9.5    Successor Administrative Agent................................. 116

     9.6    Collateral Documents and Guaranties............................ 116

     9.7    Administrative Agent May File Proofs of Claim.................. 117

Section 10. MISCELLANEOUS.................................................. 118

     10.1   Assignments and Participations in Loans and
            Letters of Credit.............................................. 118

     10.2   Expenses....................................................... 121

     10.3   Indemnity...................................................... 122

     10.4   Set-Off; Security Interest in Deposit Accounts................. 123

     10.5   Ratable Sharing................................................ 124

     10.6   Amendments and Waivers......................................... 124

     10.7   Independence of Covenants...................................... 126

     10.8   Notices; Effectiveness of Signatures........................... 127

     10.9   Survival of Representations, Warranties and Agreements......... 127

     10.10  Failure or Indulgence Not Waiver; Remedies Cumulative.......... 127

     10.11  Marshalling; Payments Set Aside................................ 128

     10.12  Severability................................................... 128

     10.13  Obligations Several; Independent Nature of Lenders' Rights..... 128

     10.14  Release of Security; Guarantees................................ 128

     10.15  Headings....................................................... 129

     10.16  Applicable Law................................................. 129

                                       iv

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     10.17  Successors and Assigns......................................... 129

     10.18  Consent to Jurisdiction and Service of Process................. 130

     10.19  Waiver of Jury Trial........................................... 130

     10.20  Confidentiality................................................ 131

     10.21  Co- Lead Arrangers and Co-Syndication Agents................... 132

     10.22  Counterparts; Effectiveness.................................... 132

     10.23  Limitation of Liability........................................ 133

     10.24  Further Assurances............................................. 133

Signature pages                                                             S-1

                                        v

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                            EXHIBITS

      I      FORM OF NOTICE OF BORROWING

      II     FORM OF NOTICE OF CONVERSION/CONTINUATION

      III    FORM OF REQUEST FOR ISSUANCE

      IV     FORM OF TRANCHE B TERM NOTE

      V      FORM OF REVOLVING NOTE

      VI     FORM OF COMPLIANCE CERTIFICATE

      VII    FORM OF OPINION OF BORROWER'S COUNSEL

      VIII   FORM OF ASSIGNMENT AGREEMENT

      IX     FORM OF FINANCIAL CONDITION CERTIFICATE

      X      FORM OF SUBSIDIARY GUARANTY

      XI     FORM OF SECURITY AGREEMENT

      XII    FORM OF MORTGAGE

      XIII   FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT

      XIV    FORM OF COLLATERAL ACCESS AGREEMENT

      XVI    FORM OF OFAC CERTIFICATE

      XVII   FORM OF LANDLORD ESTOPPEL AND AGREEMENT

                                       vi

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                             SCHEDULES

      4.1D   CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP

      4.1M   CLOSING DATE MORTGAGED PROPERTIES

      5.1    SUBSIDIARIES OF BORROWER

      5.5B   REAL PROPERTY

      5.5C   INTELLECTUAL PROPERTY

      5.13   ENVIRONMENTAL MATTERS

      5.14   EMPLOYEE MATTERS

      6.9E   ENVIRONMENTAL REPORTS

      6.10   DEPOSIT ACCOUNTS

      7.1    CERTAIN EXISTING INDEBTEDNESS

      7.2    CERTAIN EXISTING LIENS

      7.4    CERTAIN EXISTING CONTINGENT OBLIGATIONS

                                       vii

<PAGE>

                          CENTRAL GARDEN & PET COMPANY

                                CREDIT AGREEMENT

          This CREDIT AGREEMENT is dated as of May 14, 2003 and entered into by
and among CENTRAL GARDEN & PET COMPANY, a Delaware corporation ("Borrower"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF OR PARTY FROM TIME
TO TIME HERETO as lenders, CANADIAN IMPERIAL BANK OF COMMERCE, acting through
one or more of its agencies, branches or affiliates ("CIBC"), as administrative
agent for Lenders (in such capacity, "Administrative Agent"), and Bank of
America, N.A. and SunTrust Bank as co-syndication agents (collectively, in such
capacity, "Co-Syndication Agents").

                                    RECITALS

          WHEREAS, Lenders, at the request of Borrower, have agreed to extend
certain credit facilities to Borrower in the aggregate principal amount of
$200,000,000, the proceeds of which will be used (i) to fund the refinancing of
the Existing Credit Agreement (capitalized terms used in these recitals without
definition have the respective meanings given to such terms in Subsection 1.1)
and other existing Indebtedness of Borrower and its Subsidiaries, and (ii) to
provide financing for working capital and other general corporate purposes,
permitted acquisitions and investments, and payment of transaction fees and
expenses of Borrower and its Subsidiaries;

          WHEREAS, Borrower desires to secure all of the Obligations hereunder
and under the other Loan Documents by granting to Administrative Agent, on
behalf of Lenders, a First Priority Lien on substantially all of its owned real,
personal and mixed property, including a pledge of all of the Capital Stock of
its Domestic Subsidiaries and sixty-six percent (66%) of the voting Capital
Stock and all of the non-voting Capital Stock of its Foreign Subsidiaries; and

          WHEREAS, all of the Subsidiary Guarantors have agreed to guarantee the
Obligations hereunder and under the other Loan Documents and to secure their
guaranties by granting to Administrative Agent, on behalf of Lenders, a First
Priority Lien on substantially all of their owned real, personal and mixed
property, including a pledge of all of the Capital Stock of each of their
Domestic Subsidiaries and sixty-six percent (66%) of the voting Capital Stock
and all of the non-voting Capital Stock of their respective Foreign
Subsidiaries:

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower, Lenders, Co-Syndication
Agents and Administrative Agent agree as follows:

                                       1

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I.   DEFINITIONS

     A.   Certain Defined Terms.
          ---------------------

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

          "Accounts" means all present and future rights of Borrower and its
Subsidiaries to payment for goods sold or leased or for services rendered
(including any such rights evidenced by instruments or chattel paper), whether
due or to become due, whether now existing or hereinafter arising and wherever
arising, and whether or not they have been earned by performance.

          "Additional Mortgaged Property" has the meaning assigned to that term
in Subsection VI.I.

          "Additional Mortgages" has the meaning assigned to that term in
Subsection 6.9A.

          "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 (x) the rate of interest equal to (a) the rate per annum determined on
the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period and
appearing on Moneyline Telerate Screen 3750 at or about 11:00 A.M., London time,
two Business Days prior to the commencement of such Interest Period, or (b) if
such a rate does not appear on Moneyline Telerate Screen 3750, the average of
the rates per annum at which Dollar deposits in immediately available funds are
offered to CIBC in the interbank LIBOR market as at or about 11:00 A.M. (New
York City time) two (2) Business Days prior to the beginning of such Interest
Period for delivery on the first day of such Interest Period, and for a period
approximately equal to such Interest Period, by (y) a percentage equal to 100%
minus the stated maximum rate (expressed as a percentage) 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).

          "Administrative Agent" has the meaning assigned to that term in the
introduction to this Agreement and also means any successor Administrative Agent
appointed pursuant to Subsection IX.E.

          "Administrative Agent's Office" means (i) the office of Administrative
Agent located at CIBC, 425 Lexington Avenue, New York, NY 10017, or (ii) such
other office of Administrative Agent as may from time to time hereafter be
designated as such in a written notice delivered by Administrative Agent to
Borrower and each Lender.

          "Affected Lender" has the meaning assigned to that term in Subsection
II.F.2

                                       2

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          "Affected Loans" has the meaning assigned to that term in Subsection
II.F.2.

          "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. For purposes of this definition, a Person shall be
deemed to be "controlled by" a Person if such Person possesses, directly or
indirectly, power to vote ten percent (10%) or more of the Securities having
ordinary voting power for the election of directors of such Person.
Notwithstanding the foregoing, neither Administrative Agent nor any Lender shall
be deemed to be an Affiliate of any of the Loan Parties.

          "Agents" means collectively, Administrative Agent and any syndication
agent, documentation agent or other agent appointed under this Agreement.

          "Aggregate Amounts Due" has the meaning assigned to that term in
Subsection 10.5.

          "Agreement" means this Credit Agreement dated as of May 14, 2003.

          "Applicable Base Rate Margin" means, as at any date of determination,
with respect to any Type of Loan that is a Base Rate Loan, a percentage per
annum equal to the Applicable LIBOR Margin for such Loan less 1.50%.

          "Applicable LIBOR Margin" means (a) with respect to Tranche B Term
Loans that are LIBOR Loans, 2.75% per annum, and (b) with respect to Revolving
Loans that are LIBOR Loans, a percentage per annum as set forth below opposite
the applicable Consolidated Total Leverage Ratio:

                                             Applicable
   Consolidated Total Leverage Ratio        LIBOR Margin
-----------------------------------------------------------

greater than or equal to 3.50:1.00                     2.75%

less than 3.50:1.00
but greater than or equal to 3.00:1.00                 2.50%

less than 3.00:1.00
but greater than or equal to 2.50:1.00                 2.25%

less than 2.50:1.00
but greater than or equal to 2.00:1.00                 2.00%

less than 2.00:1.00                                    1.75%

                                       3

<PAGE>

; provided that until the date that is five Business Days after the date on
which the first Margin Determination Certificate is scheduled to be delivered to
Administrative Agent pursuant to Subsection 2.2A, the Applicable LIBOR Margin
for Revolving Loans that are LIBOR Loans shall be 2.25%.

          "Applied Amount" has the meaning assigned to that in Subsection
II.D.2.d(2).

          "Approved Fund" means any fund that invests (in whole or in part) in
commercial loans or any other fund that is managed or advised by a Lender, the
same investment advisor as such Lender or by an Affiliate of such Lender or
investment advisor.

          "Asset Sale" means the sale (in any single transaction or series of
related transactions) by Borrower or any of its Subsidiaries to any Person other
than Borrower or any of its wholly-owned Domestic Subsidiaries of (i) any of the
Capital Stock of any of Borrower's Subsidiaries, (ii) substantially all of the
assets of any division or line of business of Borrower or any of its
Subsidiaries, or (iii) any other assets (whether tangible or intangible) of
Borrower or any of its Subsidiaries (other than (a) inventory sold in the
ordinary course of business, (b) surplus or obsolete equipment, (c) Capital
Stock of Borrower and (d) sales of assets from Borrower or any Subsidiary
Guarantor to Borrower or any Subsidiary Guarantor).

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

          "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy."

          "Base Rate" means, at any time, the higher of (i) the Reference Rate
or (ii) the rate which is one-half of 1% in excess of the Federal Funds
Effective Rate.

          "Base Rate Loans" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in Subsection II.B.1.

          "Borrower" has the meaning assigned to that term in the introductory
paragraph to this Agreement.

          "Business Day" means (i) any day excluding Saturday, Sunday and any
day which 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, determinations, fundings and payments in connection with the Adjusted
LIBOR or any LIBOR Loan, any day that (a) is a Business Day described in clause
(i) above, and (b) is a day for trading by and between banks in Dollar deposits
in the London Interbank Market.

          "Capital Lease", as applied to any Person,  means 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.

                                       4

<PAGE>

          "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests, and (v) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

          "Cash" means money, currency or a credit balance in a 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, the highest rating
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; (v) shares of any money market mutual fund that (a) has
at least ninety-five percent (95%) of its assets invested continuously in the
types of investments referred to in clauses (i) and/or (ii) above, (b) has net
assets of not less than $500,000,000, and (c) has the highest rating obtainable
from either S&P or Moody's and (vi) other assets properly classified as
"marketable securities" or "cash" or "cash equivalents" under GAAP, in each case
maturing within one year after such date and having, at the time of the
acquisition thereof, the highest rating obtainable from either S&P or Moody's.

          "Change in Control" means any of the following: (i) any Person (other
than a Permitted Holder) acting in concert with one or more other Persons (other
than any Permitted Holder) shall have acquired beneficial ownership, directly or
indirectly, of Securities of Borrower (or other Securities convertible into such
Securities) representing twenty-five percent (25%) or more of the combined
voting power of all Securities of Borrower entitled to vote in the election of
members of the Governing Body of Borrower, other than Securities having such
power only by reason of the happening of a contingency; and (ii) the occurrence
of a change in the composition of the Governing Body of Borrower such that a
majority of the members of such Governing Body are not Continuing Members.

          "Closing Date" means the date on which the initial Loans are made.

          "Closing Date Mortgaged Property" has the meaning assigned to that
term in Subsection IV.A.13.

                                       5

<PAGE>

          "Closing Date Mortgages" has the meaning assigned to that term in
Subsection IV.A.13.

          "Closing Date Mortgage Policies" has the meaning assigned to that term
in Subsection IV.A.13.

          "Co-Lead Arrangers" means, collectively, CIBC World Markets Corp.,
Banc of America Securities LLC and SunTrust Capital Markets, Inc., each acting
in the capacity of co-lead arranger and joint bookrunner.

          "Co-Syndication Agents" has the meaning assigned to that term in the
introduction to this Agreement.

          "Collateral" means, collectively, all of the owned real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.

          "Collateral Access Agreement" means any agreement of any landlord,
mortgagee, bailee, warehouseman, processor or similar party in possession of any
Collateral, substantially in the form of Exhibit XIV annexed hereto, with such
changes thereto as may be agreed to by Administrative Agent in the reasonable
exercise of its discretion.

          "Collateral Account" has the meaning assigned to that term in the
Security Agreement.

          "Collateral Documents" means the Security Agreement, the Mortgages,
the Deposit Account Control Agreements and all other instruments or documents
delivered by any Loan Party pursuant to this Agreement or any of the other Loan
Documents in order to grant to Administrative Agent, on behalf of Lenders, a
Lien on any owned real, personal or mixed property of that Loan Party as
security for the Obligations.

          "Commitment Fee Percentage" means, as of any date of determination, a
percentage equal to (i) if the Consolidated Total Leverage Ratio for the most
recently ended Fiscal Quarter is greater than or equal to 2.50:1.00, 0.500%, or
(ii) if the Consolidated Total Leverage Ratio for the most recently ended Fiscal
Quarter is less than 2.50:1.00, 0.375%.

          "Commitments" means the commitments of Lenders to make Loans as set
forth in Subsection 1.1A.

          "Compliance Certificate" means a certificate substantially in the form
of Exhibit VI annexed hereto delivered to Administrative Agent and Lenders by
Borrower pursuant to Subsection VI.A.c.

          "Confidential Information Memorandum" means that certain Confidential
Information Memorandum dated April, 2003 relating to the credit facilities
evidenced by this Agreement.

                                       6

<PAGE>

          "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 that portion of Capital Leases which is
capitalized on the consolidated balance sheet of Borrower and its Subsidiaries)
by Borrower 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 Borrower and its
Subsidiaries.

          "Consolidated Current Assets" means, as at any date of determination,
the total assets of Borrower and its Subsidiaries on a consolidated basis which
may properly be classified as current assets in conformity with GAAP, excluding
Cash and Cash Equivalents.

          "Consolidated Current Liabilities" means, as at any date of
determination, the total liabilities of Borrower and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP.

          "Consolidated EBITDA" means, for any period, (i) the sum, without
duplication, of the amounts for such period of (a) Consolidated Net Income, (b)
Consolidated Interest Expense, (c) provisions for taxes based on income, (d)
total depreciation expense, (e) total amortization expense, and (f) other
non-recurring and non-cash items reducing Consolidated Net Income but not
requiring the expenditure of cash (other than any such non-cash item to the
extent it represents an accrual of or reserve for cash expenditures in any
future period), including (1) such acquisition and transaction costs as may be
approved by Administrative Agent in its sole but reasonable discretion and (2)
during Fiscal Year 2002, non-recurring items consisting of approximately
$14,500,000 of legal and professional fees, $1,600,000 of branch closing costs,
and $1,800,000 of expenses relating to termination of a master service agreement
with Kal Kan, all such non-recurring items in the aggregate to total not more
than $18,000,000; provided that for Fiscal Year 2003, not more than $5,000,000
in the aggregate of any such non-recurring and non-cash items (other than those
described in clause (1) above) shall be included in this clause (f), and, for
each Fiscal Year after Fiscal Year 2003, not more than $2,000,000 in the
aggregate of all such non-recurring and non-cash items (other than those
described in clause (1) above) shall be included in this clause (f), less (ii)
the sum, without duplication, of (a) interest income and (b) any non-recurring
and non-cash items increasing Consolidated Net Income but not constituting the
receipt of cash (other than any such non-cash item to the extent it will result
in the receipt of cash payments in any future period; all such non-recurring and
non-cash items to be determined by adding back thereto any amounts deducted in
the calculation of Consolidated Net Income that were paid, incurred or accrued
in violation of any of the provisions of this Agreement), all of the foregoing
as determined on a consolidated basis for Borrower and its Subsidiaries in
conformity with GAAP; provided that in calculating any such items for purposes
of determining the Consolidated Total Leverage Ratio or Consolidated Senior
Leverage Ratio for such period, any Asset Sales or other acquisitions or
dispositions of assets during such period shall be deemed to have occurred on
the first day of such period, and any amounts by which Consolidated EBITDA is
adjusted pursuant to this proviso as a result of an acquisition shall have been
calculated in accordance with GAAP.

                                       7

<PAGE>

          "Consolidated Excess Cash Flow" means, for any period, an amount (if
positive) equal to (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated EBITDA (determined by adding back thereto any amount
deducted in the calculation of Consolidated Net Income that was paid, incurred
or accrued in violation of any of the provisions of this Agreement) for such
period and (b) the Consolidated Working Capital Adjustment for such period minus
(ii) the sum, without duplication, of the amounts for such period of (a)
voluntary and scheduled repayments of Consolidated Total Debt (including
repayments of Revolving Loans only to the extent the Revolving Loan Commitments
are permanently reduced in connection with such repayments), (b) Consolidated
Capital Expenditures (net of any proceeds of any related financings with respect
to such expenditures), (c) Consolidated Interest Expense, and (d) the provision
for current taxes based on income of Borrower and its Subsidiaries and payable
in Cash with respect to such period.

          "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Borrower and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Borrower and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and net costs under Interest Rate Agreements, but excluding, however, any
amounts referred to in Subsection II.C payable to Administrative Agent, Co-Lead
Arrangers and Lenders on or before the Closing Date.

          "Consolidated Net Income" means, for any period, the net income (or
loss) of Borrower and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP, without
giving effect to any non-cash losses as a result of impairment of goodwill to
the extent required by Statement of Financial Accounting Standards No. 142;
provided that there shall be excluded (i) the income (or loss) of any Person
(other than a Subsidiary of Borrower) in which any other Person (other than
Borrower or any of its Subsidiaries) has a joint interest, except to the extent
of the amount of dividends or other distributions actually paid to Borrower or
any of its Subsidiaries by such Person during such period, (ii) the income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary of
Borrower or is merged into or consolidated with Borrower or any of its
Subsidiaries or that Person's assets are acquired by Borrower or any of its
Subsidiaries, (iii) the income of any Subsidiary of Borrower 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 Asset Sales or 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 Rental Payments" means, for any period, the aggregate
amount of all rents paid or payable by Borrower and its Subsidiaries on a
consolidated basis during that period under all Operating Leases to which
Borrower or any of its Subsidiaries is a party as lessee.

                                       8

<PAGE>

          "Consolidated Senior Debt" means, as at any date of determination,
Consolidated Total Debt less the aggregate principal amount of all unsecured
Subordinated Indebtedness of Borrower and its Subsidiaries, determined on a
consolidated basis.

          "Consolidated Senior Leverage Ratio" means, as at the last day of any
Fiscal Quarter, the ratio of (a) Consolidated Senior Debt as of the last day of
such Fiscal Quarter, to (b) Consolidated EBITDA for the four Fiscal Quarter
period then ended.

          "Consolidated Tangible Net Worth" means, as at any date of
determination, the sum of the Capital Stock and additional paid-in capital plus
retained earnings (or minus accumulated deficits) minus intangible assets (such
as goodwill, trademarks, trade names, organization expense, unamortized debt
discount and premium and other like intangibles) of Borrower and its
Subsidiaries on a consolidated basis, all as determined in conformity with GAAP.

          "Consolidated Total Debt" means, as at any date of determination, the
aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries.

          "Consolidated Total Leverage Ratio" means, as at the last day of any
Fiscal Quarter, the ratio of (a) Consolidated Total Debt as of the last day of
such Fiscal Quarter, to (b) Consolidated EBITDA for the four Fiscal Quarter
period then ended.

          "Consolidated Working Capital" means, as at any date of determination,
the excess (or deficit) of Consolidated Current Assets over Consolidated Current
Liabilities.

          "Consolidated Working Capital Adjustment" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

          "Contingent Obligation", as applied to any Person, means 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 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, or (ii)
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, including, without
limitation, any credit support agreements, makewell agreements, keepwell
agreements and any other agreements evidencing similar obligations, (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 (other than
purchase commitments and forward pay contracts in the ordinary course of
business), 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

                                       9

<PAGE>

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 Member" means, as of any date of determination, any member
of the Governing Body of Borrower who (i) was a member of such Governing Body on
the Closing Date or (ii) was nominated for election or elected to such Governing
Body with the affirmative vote of a majority of the members who were either
members of such Governing Body on the Closing Date or whose nomination or
election was previously so approved.

          "Contractual Obligation", as applied to any Person, means any
provision of any Security issued by that Person or of any Material Contract 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.

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

          "Defaulting Lender" means any Lender that has failed to fund its
portion of any Loan which it is required to fund under this Agreement, provided
that no Event of Default or Potential Event of Default has occurred and is
continuing, and has continued in such failure for ten (10) days after written
notice from Administrative Agent.

          "Deposit Account" means a demand, time, savings, passbook, brokerage
or similar account maintained with a Person or securities intermediary engaged
in the business of banking, including any savings bank, savings and loan
association, credit union or trust company, other than an account evidenced by a
negotiable certificate of deposit.

          "Deposit Account Control Agreement" means an agreement, reasonably
satisfactory in form and substance to Administrative Agent and executed by the
financial institution at which a Deposit Account is maintained, pursuant to
which such financial institution confirms and acknowledges Administrative
Agent's First Priority Lien in such Deposit Account, agrees that such financial
institution will comply with instructions originated by Administrative Agent as
to disposition of funds in the Deposit Account, without further consent by
Borrower or any Subsidiary, and waives its right to set off with respect to
amounts in the Deposit Account, with customary limited exceptions acceptable to
Administrative Agent.

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

                                       10

<PAGE>

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

          "Eligible Assignee" means (A) (i) a commercial bank organized under
the laws of the United States or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof (provided that (x) such bank is
acting through a branch or agency located in the United States or (y) 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 (iv) any other entity which is an "accredited investor" (as
defined in Regulation D under the Securities Act) which extends credit or buys
loans as one of its businesses including insurance companies, mutual funds,
lease financing companies and investment funds and any Approved Funds; (B) a
Lender, an Affiliate of a Lender or an Approved Fund; or (C) any other Person
(other than a natural Person) approved by (1) Administrative Agent, (2) in the
case of any assignment of a Revolving Loan, each Issuing Lender, and (3) unless
(x) such Person is taking delivery of an assignment in connection with physical
settlement of a credit derivatives transaction, or (y) an Event of Default or
Potential Event of Default has occurred and is continuing, Borrower (each such
approval not to be unreasonably withheld or delayed); provided that no Affiliate
of Borrower shall be an Eligible Assignee; and provided further that no Person
shall be an Eligible Assignee if such Person appears on the SDN List or the
purchase by such Person of an assignment or the performance by Administrative
Agent of its duties under the Credit Agreement with respect to such Person
violates the Executive Order, the USA Patriot Act of 2001 or the United States
Foreign Corrupt Practices Act of 1977. If the consent of Borrower to an
assignment to an Eligible Assignee is required hereunder (including a consent to
an assignment which does not meet the minimum assignment thresholds specified in
Subsection 10.1B(i)), Borrower shall be deemed to have given its consent five
(5) Business Days after the date notice thereof has been delivered by the
assigning Lender (through Administrative Agent) unless such consent is expressly
refused by Borrower prior to such fifth Business Day.

          "Employee Benefit Plan" means any "employee benefit plan" as defined
in Section 3(3) of ERISA, which is or was maintained or contributed to by
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

          "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 Indemnity Agreement" means the Environmental Indemnity
Agreement executed and delivered by the Loan Parties on the Closing Date,
substantially in the form of Exhibit XIII annexed hereto.

                                       11

<PAGE>

          "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 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 Borrower or any of its Subsidiaries or
any Facility, including the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. Section 6901 et seq.), the Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601
et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.
Section 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section
651 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.) and the
Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et
seq.), each as amended or supplemented, any analogous present or future state or
local statutes or laws, and any regulations promulgated pursuant to any of the
foregoing.

          "ERISA" means the Employee Retirement Income Security Act of 1974.

          "ERISA Affiliate" means, as applied to any Person (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 reasonably be expected to 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 Borrower, 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

                                       12

<PAGE>

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 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 Borrower, 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 Borrower, 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 Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates could reasonably be expected to have any liability
therefor, or the receipt by Borrower, 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 terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could reasonably be expected
to give rise to the imposition on Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates of fines, penalties, taxes or related charges
under Chapter 43 of the Internal Revenue Code or under Section 409, Section
502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit
Plan; (ix) the assertion of a claim in excess of $5,000,000 (other than routine
claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any
Employee Benefit Plan; (x) 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 (xi) 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 VIII

          "Exchange Act" means the Securities Exchange Act of 1934.

          "Executive Order" has the meaning assigned to that term in Subsection
5.9B.

          "Existing Credit Agreement" means that certain Second Amended and
Restated Loan and Security Agreement dated as of December 12, 2000 between
Borrower, certain of its Subsidiaries, and Congress Financial Corporation
(Western), as amended prior to the Closing Date.

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

          "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

                                       13

<PAGE>

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 Administrative Agent from three Federal funds brokers of recognized
standing selected by Administrative Agent.

          "Financial Plan" has the meaning assigned to that term in Subsection
VI.A.k.

          "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 which as a matter of law have priority over any
other Lien irrespective of the prior perfection or filing of such other Lien,
and Liens permitted pursuant to Subsections 7.2A(iii) and (iv)) and (ii) such
Lien is the only Lien (other than Liens permitted pursuant to Subsection VII.B)
to which such Collateral is subject.

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

          "Fiscal Year" means the fiscal year of Borrower and its Subsidiaries
ending on the Saturday closest to the last day of September of each calendar
year. For purposes of this Agreement, any particular Fiscal Year shall be
designated by reference to the calendar year in which such Fiscal Year ends.

          "Flood Hazard Property" means a Closing Date Mortgaged Property or an
Additional Mortgaged Property located in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards.

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

          "Funding Date" means the date of the funding of a Loan.

          "GAAP" means, subject to the limitations on the application thereof
set forth in Subsection I.B, 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.

                                       14

<PAGE>

          "Government Authority" means any governmental or regulatory body,
agency, commission, central bank, board, bureau, department, office, organ or
instrumentality or any court and any political subdivision or department
thereof, 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.

          "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", in any Environmental Law 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 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 (i) an Interest Rate Agreement designed to
hedge against fluctuations in interest rates, (ii) any Currency Agreement
designed to hedge against fluctuations in currency values, and (iii) any other
agreement or arrangement to which Borrower or any of its Subsidiaries is a party
which hedges against or is based upon fluctuations in the value of the equity
Securities of any Person, or any equity forward agreements or similar agreements
or arrangements.

          "Indebtedness", as applied to any Person, means (a) all indebtedness
for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made without regard to any original issue discount relating thereto,
(c) all obligations of such Person under conditional sale

                                       15

<PAGE>

or other title retention agreements relating to property purchased by such
Person (other than customary reservations or retentions), (d) that portion of
obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP, (e) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (f) 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 (1) due more than six
months from the date of incurrence of the obligation in respect thereof or (2)
evidenced by a note or similar written instrument, (g) all obligations in
respect of any preferred Capital Stock of such Person subject to mandatory
sinking fund payments, redemption or other acceleration, (h) 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 nonrecourse to the credit of that Person, (i) the face
amount of all letters of credit or bankers' acceptances that such Person is
obligated to reimburse the related letter of credit bank for, (j) the principal
balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product, and (k)
the Indebtedness of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer. For purposes of
calculating the aggregate amount of Indebtedness of Borrower and its
Subsidiaries, the aggregate amount of Indebtedness shall be equal to (i) the sum
of clauses (a) through (k) above, minus, except for purposes of Subsection 7.1
and 7.4, (ii) a working capital adjustment of $25,000,000 as of the last day of
each Fiscal Quarter ending in March of each Fiscal Year, plus (iii) a working
capital adjustment of $25,000,000 as of the last day of each Fiscal Quarter
ending in September of each Fiscal Year. 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.

          "Indemnitee" has the meaning assigned to that term in Subsection X.C.

          "Intellectual Property" means all patents, patent rights, patent
applications, licenses, inventions, trade secrets, trademarks, tradenames,
service marks, copyrights, technology, software, know-how and proprietary
techniques (including processes and substances) used in or necessary for the
conduct of the business of Borrower and its Subsidiaries as currently conducted
that are material to the financial condition, business or operations of Borrower
and its Subsidiaries, taken as a whole.

          "Interest Payment Date" means (i) with respect to any Base Rate Loan,
the last Business Day of each 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 of six months,
"Interest Payment Date" shall also include the date that is three months after
the commencement of such Interest Period.

          "Interest Period" has the meaning assigned to that term in Subsection
II.B.2.

                                       16

<PAGE>

          "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 Borrower or any of its Subsidiaries is a
party.

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

          "Internal Revenue Code" means the Internal Revenue Code of 1986.

          "Investment" means (i) any direct or indirect purchase or other
acquisition by Borrower or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Borrower), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Borrower from any Person other than
Borrower 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 Borrower or any of its Subsidiaries to any other Person (other than a
wholly-owned Subsidiary of Borrower), 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
Agreements; provided that Investments shall not include prepaid expenses of such
Person incurred and prepaid in the ordinary course of business in an aggregate
amount not to exceed $10,000,000 outstanding at any time. 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.

          "IP Collateral" means, collectively, the Collateral consisting of
rights in or to Intellectual Property under the Security Agreement.

          "Issuing Lender" means, with respect to any Letter of Credit, the
Lender that agrees or is otherwise obligated to issue such Letter of Credit,
determined as provided in Subsection III.A.2.b.

          "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that in no event shall any corporate Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

          "Landlord Consent and Estoppel" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, in substantially the form of Exhibit XVII annexed
hereto.

          "LC Reimbursement Amount" has the meaning assigned to that term in
Subsection III.C.1.

                                       17

<PAGE>

          "Leasehold Property" means any leasehold interest of any Loan Party
(other than a Foreign Subsidiary) as lessee under any lease of real property,
other than any such leasehold interest designated from time to time by
Administrative Agent in its sole discretion as not being required to be included
in the Collateral.

          "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 X.A; provided that the term
"Lenders", when used in the context of a particular Commitment, shall mean
Lenders having that Commitment.

          "Letter of Credit" or "Letters of Credit" means any standby letter of
credit or similar instrument issued by Issuing Lender pursuant to Subsection 3.1
for the purpose of supporting (i) Indebtedness of Borrower or any of its
Subsidiaries in respect of industrial revenue or development bonds or
financings, (ii) workers' compensation liabilities of Borrower or any of its
Subsidiaries, (iii) the obligations of third party insurers of Borrower 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 Borrower or any of its Subsidiaries, and (v) performance,
payment, deposit or surety obligations of Borrower 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; provided that Letters of
Credit may not be 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).

          "Letter of Credit Usage" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which 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 and not theretofore reimbursed by Borrower in any manner, either
directly or out of the proceeds of Revolving Loans pursuant to Subsection
III.C.1 or otherwise reimbursed by Borrower.

          "LIBOR Loans" means Loans bearing interest at rates determined by
reference to the Adjusted LIBOR as provided in Subsection II.B.1.

          "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.

          "Loan" or "Loans" means one or more of the Tranche B Term Loans or
Revolving 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 Borrower in favor of an Issuing Lender relating to,
the Letters of Credit), the Subsidiary Guaranty, the Environmental Indemnity
Agreement and the Collateral Documents.

                                       18

<PAGE>

          "Loan Party" means each of Borrower and any of Borrower's Subsidiaries
from time to time executing a Loan Document, and "Loan Parties" means all such
Persons, collectively.

          "Margin Determination Certificate" means an Officers' Certificate of
Borrower delivered with respect to each Fiscal Quarter setting forth in
reasonable detail the Consolidated Total Leverage Ratio for the four consecutive
Fiscal Quarters ending on the last day of the fiscal period for which such
Officers' Certificate is being delivered.

          "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 any act, omission, situation,
circumstance, event or undertaking which could reasonably be expected to have,
singly or in any combination with one or more other acts, omissions, situations,
circumstances, events or undertakings, a materially adverse effect upon (a) the
business, assets, properties, liabilities, financial condition, results of
operations or prospects of Borrower and its Subsidiaries taken as a whole, (b)
the value of the whole or any material part of the Collateral, or the
enforceability or priority of the security interest in the whole or any material
part of the Collateral, (c) the respective ability of Borrower or the Subsidiary
Guarantors (taken as a whole) to perform any of its or their obligations under
this Agreement or any other Loan Document to which it is a party, or (d) the
legality, validity, binding effect, enforceability or admissibility into
evidence of any Loan Document or the material rights or remedies of
Administrative Agent or Lenders under or in connection with any Loan Document.

          "Material Contract" means any contract, indenture, mortgage, deed of
trust, undertaking, agreement, instrument or other arrangement, whether written
or oral, to which Borrower or any of its Subsidiaries is a party (other than the
Loan Documents), for which breach, nonperformance, cancellation or failure to
renew could reasonably be expected to have a Material Adverse Effect.

          "Material Leasehold Property" means a leasehold property where annual
rental payments exceed $2,500,000 or as otherwise reasonably determined by
Administrative Agent to be of material value as Collateral or of material
importance to the operations of Borrower or any of its Subsidiaries.

          "Material Subsidiary" means each Domestic Subsidiary of Borrower now
existing or hereafter acquired or formed by Borrower which, on a consolidated
basis for such Subsidiary and its Subsidiaries, (i) for the most recent Fiscal
Year accounted for more than five percent (5%) of the consolidated revenues of
Borrower and its Subsidiaries or (ii) as at the end of such Fiscal Year, was the
owner of more than 5% of the consolidated assets of Borrower and its
Subsidiaries. As of the Closing Date, the Material Subsidiaries are Four Paws
Products Ltd., Kaytee Products Incorporated, Pennington Seed, Inc., All-Glass
Aquarium Co., Inc., T.F.H. Publications, Inc. and Wellmark International.

                                       19

<PAGE>

          "Minimum Amount" means, with respect to each of the following actions,
the minimum amount and any multiples in excess thereof set forth opposite such
action:

                                               Multiples in
     Type of Action         Minimum Amount    excess thereof
------------------------    --------------    --------------
Funding as or conversion
into Base Rate Loans        $    1,000,000    $    1,000,000

Funding as or conversion
into LIBOR Loans            $    1,000,000    $    1,000,000

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

          "Mortgage" means (i) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, substantially in the form of Exhibit XII annexed hereto or in
such other form as may be approved by Administrative Agent in its sole but
reasonable discretion, in each case with such changes thereto as may be
recommended by Administrative Agent's local counsel based on local laws or
customary local mortgage or deed of trust practices, or (ii) at Administrative
Agent's option, in the case of an Additional Mortgaged Property, an amendment to
an existing Mortgage, in form reasonably satisfactory to Administrative Agent,
adding such Additional Mortgaged Property to the Real Property Assets encumbered
by such existing Mortgage. "Mortgages" means all such instruments, including the
Closing Date Mortgages and any Additional Mortgages, collectively.

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

          "Net Asset Sale Proceeds" means, with respect to any Asset Sale, 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, (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 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, and (iii) any reasonable
brokerage fees, commissions and other similar expenses relating to such Asset
Sale.

          "Net Insurance/Condemnation Proceeds" means any Cash payments or
proceeds received by Borrower or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Borrower or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
actual and reasonable

                                       20

<PAGE>

documented costs incurred by Borrower or any of its Subsidiaries in connection
with the adjustment or settlement of any claims of Borrower or such Subsidiary
in respect thereof.

          "Net Pension Proceeds" has the meaning assigned to that term in
Subsection 2.4B(iv)(d).

          "Net Proceeds Amount" has the meaning assigned to that term in
Subsection II.D.2.c(7).

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

          "Non-US Lender" has the meaning assigned to that term in Subsection
2.7B(iii)(a).

          "Notes" means one or more of the Tranche B Term Notes or Revolving
Notes or any combination thereof.

          "Notice of Borrowing" means a notice substantially in the form of
Exhibit I annexed hereto delivered by Borrower to Administrative Agent pursuant
to Subsection II.A.2 with respect to a proposed borrowing.

          "Notice of Conversion/Continuation" means a notice substantially in
the form of Exhibit II annexed hereto delivered by Borrower to Administrative
Agent pursuant to Subsection II.B.4 with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans specified therein.

          "Obligations" means all obligations of every nature of each Loan Party
from time to time owed to Administrative Agent, Lenders or any of them under the
Loan Documents, whether for principal, interest, reimbursement of amounts drawn
under Letters of Credit, fees, expenses, indemnification or otherwise, whether
contingent, direct or otherwise, including post-petition interest on such
amounts accruing subsequent to, and interest that would have accrued but for,
the commencement of a proceeding under the Bankruptcy Code (whether or not such
interest is allowed as a claim in such proceeding).

          "OFAC" has the meaning assigned to such term in Subsection 5.9B.

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

                                       21

<PAGE>

          "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; provided that every Officer's Certificate with
respect to the compliance with a condition precedent to the making of any Loans
hereunder shall include (i) a statement that the Officer or Officers making or
giving such Officer's Certificate have read such condition and any definitions
or other provisions contained in this Agreement relating thereto, (ii) a
statement that, in the opinion of the signers, they have made or have caused to
be made such examination or investigation as is reasonably necessary to enable
them to express an informed opinion as to whether or not such condition has been
complied with, and (iii) a statement as to whether, in the opinion of the
signers, such condition has been complied with.

          "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.

          "Participant" means a purchaser of a participation in the rights and
obligations under this Agreement pursuant to Subsection X.A.3.

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

          "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

          "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 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):

          a.   Liens for taxes, assessments or governmental charges or claims
          the payment of which is not, at the time, required by Subsection
          VI.C;

          b.   statutory Liens of landlords, 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) are being contested in
          good faith by appropriate proceedings in an aggregate amount not to
          exceed $2,000,000, 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

                                       22

<PAGE>

          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;

          c.   Liens incurred or deposits made in the ordinary course of
          business and in an aggregate amount not to exceed $2,000,000 in
          connection with workers' compensation, unemployment insurance and
          other types of social security so long as no foreclosure, sale or
          similar proceedings have been commenced with respect to any portion of
          the Collateral on account thereof, or to secure the performance of
          tenders, statutory obligations, surety and appeal bonds, bids, leases,
          government contracts, trade contracts, performance and return-of-money
          bonds and other similar obligations (exclusive of obligations for the
          payment of borrowed money), so long as no foreclosure, sale or similar
          proceedings have been commenced with respect to any portion of the
          Collateral on account thereof;

          d.   any attachment or judgment Lien not constituting an Event of
          Default under Subsection VIII.H;

          e.   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
          Borrower or any of its Subsidiaries or resulting in a material
          diminution in the value of any Collateral as security for the
          Obligations;

          f.   easements, rights-of-way, restrictions, encroachments, and other
          minor defects or irregularities in title, in each case which do not
          and will not interfere in any material respect with the ordinary
          conduct of the business of Borrower or any of its Subsidiaries or
          result in a material diminution in the value of any Collateral as
          security for the Obligations;

          g.   any (a) interest or title of a lessor or sublessor under any
          lease not prohibited by this Agreement, (b) restriction or encumbrance
          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 restriction or encumbrance referred to in the
          preceding clause (b), so long as the holder of such restriction or
          encumbrance agrees to recognize the rights of such lessee or sublessee
          under such lease; and

          h.   Liens arising from filing UCC financing statements relating
          solely to leases not prohibited by this Agreement.

          "Permitted Holders" means William E. Brown or any Permitted
Transferees of William E. Brown.

          "Permitted Transferees" means, with respect to any person, (i) any
Affiliate of such Person, (ii) the heirs, executors, administrators,
testamentary trustees, legatees or

                                       23

<PAGE>

beneficiaries of any such Person or (iii) a trust, the beneficiaries of which,
or a corporation or partnership, the stockholders of general or limited partners
of which, include only such Person or his or her spouse or lineal descendants,
in each case to whom such Person has transferred the beneficial ownership of any
Securities of Borrower.

          "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.

          "Pledged Collateral" means the "Pledged Collateral" as defined in the
Security Agreement.

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

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

          "Prohibited Persons" has the meaning assigned to that term in
Subsection 5.9B.

          "Pro Rata Share" means (i) with respect to all payments, computations
and other matters relating to the Tranche B Term Loan Commitment or the Tranche
B Term Loan of any Lender, the percentage obtained by dividing (x) the Tranche B
Term Loan Exposure of that Lender by (y) the aggregate Tranche B Term Loan
Exposure of all Lenders; (ii) with respect to all payments, computations and
other matters relating to the Revolving Loan Commitment or the Revolving Loans
of any Lender or any Letters of Credit issued or participations therein
purchased by any Lender the percentage obtained by dividing (x) the Revolving
Loan Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all
Lenders; and (iii) for all other purposes with respect to each Lender, the
percentage obtained by dividing (x) the sum of the Tranche B Term Loan Exposure
and the Revolving Loan Exposure of that Lender by (y) the sum of the aggregate
Tranche B Term Loan Exposure and Revolving Loan Exposure of all Lenders, in any
such case as the applicable percentage may be adjusted by assignments permitted
pursuant to Subsection X.A.

          "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of Administrative Agent, desirable in order to create or perfect Liens on any IP
Collateral.

          "Real Property Asset" means, at any time of determination, any
interest then owned by any Loan Party in any real property.

          "Reference Rate" means the rate that CIBC announces from time to time
as its prime lending rate, as in effect from time to time. The Reference Rate is
a reference rate and

                                       24

<PAGE>

does not necessarily represent the lowest or best rate actually charged to any
customer. CIBC or any other Lender may make commercial loans or other loans at
rates of interest at, above or below the Reference Rate.

          "Register" has the meaning assigned to that term in Subsection II.A.4.

          "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 III.C.1.

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

          "Request for Issuance" means a request for issuance of a Letter of
Credit delivered by Borrower to Administrative Agent substantially in the form
of Exhibit III annexed hereto.

          "Requisite Lenders" means Lenders having or holding more than 50% of
the sum of the aggregate Tranche B Term Loan Exposure of all Lenders plus the
aggregate Revolving Loan Exposure of all Lenders.

          "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of Borrower or any of its Subsidiaries now or hereafter
outstanding, except a dividend payable solely in shares of that class of Capital
Stock to the holders of that class and a dividend payable by any of Borrower's
Subsidiaries to Borrower or any Subsidiary Guarantor, (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 Capital Stock of
Borrower or any of its Subsidiaries 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 any shares of any class of Capital Stock of
Borrower or any of its Subsidiaries 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.

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

          "Revolving Loan Commitment" means the commitment of a Lender to make
Revolving Loans to Borrower pursuant to Subsection II.A.b, and "Revolving Loan

                                       25

<PAGE>

Commitments" means such commitments of all Lenders in the aggregate. The
Revolving Loan Commitments shall be recorded by Administrative Agent in the
Register.

          "Revolving Loan Commitment Termination Date" means the earlier of May
__, 2008 or the date on which the Term Loans have been paid in full.

          "Revolving Loan Exposure" means, with respect to any 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) if
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
in any unreimbursed drawings under any Letters of Credit.

          "Revolving Loans" means the Loans made by Lenders to Borrower pursuant
to Subsection II.A.b.

          "Revolving Notes" means (i) the promissory notes of Borrower issued
pursuant to Subsection II.AE(ii) on the Closing Date and (ii) any promissory
notes issued by Borrower pursuant to Subsection X.A.2.a in connection with
assignments of the Revolving Loan Commitments and Revolving Loans of any
Lenders, and any replacements thereof, in each case substantially in the form of
Exhibit V annexed hereto, and any replacements thereof.

          "S&P" means Standard & Poor's Ratings Group.

          "SDN List" has the meaning assigned to that term in Subsection 5.9B.

          "Securities" means any stock, shares, partnership interests,
membership 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, 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.

          "Security Agreement" means the Security Agreement executed and
delivered by each of the Loan Parties on the Closing Date, substantially in the
form of Exhibit XI annexed hereto.

          "Senior Subordinated Note Indenture" means the Indenture dated as of
January 30, 2003 by and among Borrower, certain of Borrower's Subsidiaries, and
Wells Fargo Bank, National Association, as Trustee.

                                       26

<PAGE>

          "Senior Subordinated Notes" means Borrower's 9.125% Senior
Subordinated Notes due 2013 issued pursuant to the Senior Subordinated Note
Indenture in an aggregate principal amount of $150,000,000.

          "Solvent" means, with respect to any Person, that as of the date of
determination both (A) (i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (z) 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 matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (ii) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (iii) 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 (B) 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.

          "Subordinated Indebtedness" means any Indebtedness of Borrower
incurred from time to time and subordinated in right of payment to the
Obligations on terms and conditions reasonably satisfactory to Administrative
Agent, including the Senior Subordinated Notes.

          "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which 50% or more 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 Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof 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.

          "Subsidiary Guarantor" means any Domestic Subsidiary of Borrower that
at any time has (i) total assets of more than $1,000,000 as reflected on such
Domestic Subsidiary's most recent balance sheet as of the date of determination
or (ii) Consolidated Excess Cash Flow (with respect to such Domestic Subsidiary
alone) of more than $500,000 for the most recently ended four Fiscal Quarters
for which internal financial statements are available.

          "Subsidiary Guaranty" means the Subsidiary Guaranty executed and
delivered by each of the Subsidiary Guarantors on the Closing Date and to be
executed and delivered by additional Subsidiary Guarantors of Borrower from time
to time thereafter in accordance with Subsection VI.H, substantially in the form
of Exhibit X annexed hereto.

          "Supplemental Collateral Agent" has the meaning assigned to that term
in Subsection IX.A.2.

                                       27

<PAGE>

          "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 (1) taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) (i) by the United
States, (ii) 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 (iii) 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 (2) any branch profits taxes imposed by the United States
or any similar tax imposed by any other jurisdiction in which such Lender is
located.

          "Term Loans" means the Tranche B Term Loans.

          "Title Company" means one or more title insurance companies reasonably
satisfactory to Administrative Agent.

          "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 Letter of Credit Usage.

          "Tranche B Term Loan Commitment" means the commitment of a Lender to
make a Tranche B Term Loan to Borrower pursuant to Subsection II.A.a, and
"Tranche B Term Loan Commitments" means such commitments of all Lenders in the
aggregate.

          "Tranche B Term Loan Exposure", with respect to any Lender, means, as
of any date of determination (i) prior to the funding of the Tranche B Term
Loans, that Lender's Tranche B Term Loan Commitment and (ii) after the funding
of the Tranche B Term Loans, the outstanding principal amount of the Tranche B
Term Loan of that Lender.

          "Tranche B Term Loans" means the Loans made by Lenders to Borrower
pursuant to Subsection II.A.a.

          "Tranche B Term Notes" means (i) the promissory notes of Borrower
issued pursuant to Subsection II.A.5 to evidence the Tranche B Term Loans of any
Lenders, (ii) any promissory notes issued by Borrower pursuant to Subsection
X.A.2.a in connection with assignments of the Term Loan Commitments or Term
Loans of any Lenders and any replacements thereof, in each case substantially in
the form of Exhibit IV annexed hereto.

          "Transaction Costs" means the fees, reasonable costs and reasonable
expenses payable by Borrower on or before the Closing Date in connection with
the transactions contemplated by the Loan Documents.

                                       28

<PAGE>

          "Type" means, with respect to any Loan, a Term Loan or a Revolving
Loan (each of which is a "Type" of Loan).

          "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

          "USA Patriot Act of 2001" has the meaning assigned to such term in
Subsection 5.9C.

     B.   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 Borrower to Lenders pursuant to clauses (i), (ii)
and (xi) of Subsection VI.A shall be prepared in accordance with GAAP (as in
effect in the United States of America at the time of such preparation) other
than an absence of footnotes with respect to financial statements and other
information delivered pursuant to clause (i) of Subsection VI.A and delivered
together with the reconciliation statements provided for in Subsection VI.A.d.
Calculations in connection with the definitions, covenants and other provisions
of this Agreement shall utilize GAAP as in effect in the United States of
America on the date of determination, applied in a manner consistent with that
used in preparing the financial statements referred to in Subsection V.C.
Borrower shall deliver to Administrative Agent at the same time as the delivery
of any annual or quarterly financial statements given in accordance with the
provisions of Subsection VI.A, (i) a description in reasonable detail of any
material change in the application of accounting principles employed in the
preparation of such financial statements from those applied in the most recently
preceding quarterly or annual financial statements and (ii) a reasonable
estimate of the effect on such financial statements on account of such changes
in application. If at any time any change in such GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and Borrower, Administrative Agent or Requisite Lenders shall so
request Administrative Agent, Lenders and Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in such 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 such GAAP prior to such change
therein and Borrower shall provide to Administrative Agent and Lenders
reconciliation statements provided for in Subsection VI.A.d.

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

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

          2.   References to "Sections" and "Subsections" shall be to Sections
               and Subsections, respectively, of this Agreement unless otherwise
               specifically provided.

                                       29

<PAGE>

          3.   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.

          4.   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 and other Loan Documents to be
               executed on or prior to the Closing Date, (ii) it has had full
               and fair opportunity to review and revise the terms of this
               Agreement and such other Loan Documents, (iii) this Agreement and
               such other Loan Documents have been drafted jointly by all of the
               parties hereto, and (iv) neither Administrative Agent nor any
               Lender has any fiduciary relationship with or duty to Borrower
               arising out of or in connection with this Agreement or any of the
               other Loan Documents, and the relationship between Administrative
               Agent and Lenders, on the one hand, and Borrower, 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.

          5.   Any reference in this Agreement or any other Loan Document to any
               agreement means such agreement as it may be amended, restated,
               supplemented or otherwise modified from time to time; (ii) any
               reference in this Agreement or any other Loan Document to any
               law, statute, regulation, rule or other legislative action shall
               mean such law, statute, regulation, rule or other legislative
               action as amended, supplemented, restated or otherwise modified
               from time to time and any successor thereto, and shall include
               any rule or regulation promulgated thereunder; and (iii) any
               reference in this Agreement or any other Loan Document to a
               Person shall include the successor or assignee of such Person.

II.  AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

     A.   Commitments; Making of Loans; Optional Notes.
          --------------------------------------------

          A.   Commitments. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Borrower
herein set forth, each Lender hereby severally agrees to make the Loans as
described in Subsections II.A.a and II.A.b

               a.   Tranche B Term Loans. Each Lender having a Tranche B Term
                    Loan Commitment severally agrees to lend to Borrower on the

                                       30

<PAGE>

                    Closing Date an amount not exceeding its Pro Rata Share of
                    the aggregate amount of the Tranche B Term Loan Commitments
                    to be used for the purposes identified in Subsection II.E.1.
                    Borrower shall deliver to Administrative Agent a Notice of
                    Borrowing no later than 12:00 Noon (New York City time) at
                    least one Business Day prior to the Closing Date, requesting
                    a borrowing of the Tranche B Term Loans. The Notice of
                    Borrowing shall specify (i) the proposed Funding Date (which
                    shall be a Business Day), (ii) the amount of the borrowing,
                    and (iii) that such Loans shall be Base Rate Loans. The
                    aggregate amount of the Tranche B Term Loan Commitments is
                    $100,000,000; provided that the Tranche B Term Loan
                    Commitments of Lenders shall be adjusted to give effect to
                    any assignments of the Tranche B Term Loan Commitments
                    pursuant to Subsection X.A.2 and (2) any increase in Tranche
                    B Term Loans pursuant to Subsection II.A.c. Each Lender's
                    Tranche B Term Loan Commitment shall expire immediately and
                    without further action on May 31, 2003 if the Tranche B Term
                    Loans have not been made on or before that date. Borrower
                    may make only one borrowing under the Tranche B Term Loan
                    Commitments. Amounts borrowed under this Subsection II.A.a
                    and subsequently repaid or prepaid may not be reborrowed.

               b.   Revolving Loans. Each Revolving 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 Borrower from time
                    to time during the period from 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 II.E.1. The
                    aggregate original amount of the Revolving Loan Commitments
                    is $100,000,000; provided that the Revolving Loan
                    Commitments of Revolving Lenders shall be adjusted to give
                    effect to any assignments of the Revolving Loan Commitments
                    pursuant to Subsection X.A.2 and shall be reduced from time
                    to time by the amount of any reductions thereto made
                    pursuant to Subsection D; and provided further that the
                    Revolving Loan Commitments of Lenders shall be adjusted to
                    give effect to (1) any assignments of the Revolving Loan
                    Commitments pursuant to Subsection 10.1B, and (2) any
                    increase in Revolving Loan Commitments pursuant to
                    Subsection II.A.c. Each Lender's Revolving Loan Commitment
                    shall expire immediately and without further action on the
                    Revolving Loan Commitment Termination Date and all Revolving
                    Loans and all other amounts

                                       31

<PAGE>

                    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 Revolving Lender's
                    Revolving Loan Commitment shall expire immediately and
                    without further action on May 31, 2003 if the Tranche B Term
                    Loans have not been made on or before that date. Amounts
                    borrowed under this Subsection II.A.b 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
limitation that in no event shall the Total Utilization of Revolving Loan
Commitments at any time exceed the Revolving Loan Commitments then in effect.

               c.   Increases of the Tranche B Term Loan or Revolving Loan
                    Commitments. So long as no Event of Default or Potential
                    Event of Default has occurred and is continuing, Borrower
                    may, one time on or after the Closing Date, increase, at
                    Borrower's request (x) the then effective aggregate
                    principal amount of the Tranche B Term Loan and/or (y) the
                    then effective aggregate principal amount of Revolving Loan
                    Commitments; provided that (1) the aggregate principal
                    amount of the increases in the Tranche B Term Loan and/or
                    Revolving Loan Commitments pursuant to this Subsection
                    II.A.c shall not exceed $75,000,000, (2) Borrower shall
                    execute and deliver such documents and instruments and take
                    such other actions as may be reasonably requested by
                    Administrative Agent in connection with such increases and
                    at the time of any such proposed increase, and (3) no
                    Potential Event of Default or Event of Default shall have
                    occurred and be continuing or would occur after giving
                    effect to such increase. Any request under this Subsection
                    II.A.c shall be submitted by Borrower to Administrative
                    Agent (which shall promptly forward copies to Lenders).
                    Borrower may also specify any fees offered to those Lenders
                    (the "Increasing Lenders") which agree to increase the
                    principal amount of their applicable Tranche B Term Loan or
                    Revolving Loan Commitments, as the case may be, which fees
                    may be variable based upon the amount by which any such
                    Lender is willing to increase the principal amount of its
                    applicable Tranche B Term Loan or Revolving Loan Commitment,
                    as the case may be. No Lender shall have any obligation,
                    express or implied, to offer to increase the aggregate
                    principal amount of its applicable Tranche B Term Loan or
                    Revolving Loan Commitment, as the case may be. Only the
                    consent of each Increasing Lender shall be required for an
                    increase in the aggregate principal amount of the applicable
                    Tranche B Term Loan or Revolving Loan Commitments, as the

                                       32

<PAGE>

                    case may be, pursuant to this Subsection II.A.c. No Lender
                    which declines to increase the principal amount of its
                    Tranche B Term Loan or Revolving Loan Commitment, as the
                    case may be, may be replaced in respect to its existing
                    applicable Tranche B Term Loan or Revolving Loan Commitment,
                    as the case may be, as a result thereof without such
                    Lender's consent.

          Each Increasing Lender shall as soon as practicable specify the amount
     of the proposed increase that it is willing to assume. Borrower may accept
     some or all of the offered amounts or designate new lenders that qualify as
     Eligible Assignees and that are reasonably acceptable to Administrative
     Agent as additional Lenders hereunder in accordance with this Subsection
     II.A.c (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 applicable Tranche B Term Loan or Revolving Loan Commitments, as the
     case may be. Borrower and Administrative Agent shall have discretion
     jointly to adjust the allocation of the increased aggregate principal
     amount of the applicable Tranche B Term Loan or Revolving Loan Commitments,
     as the case may be, among Increasing Lenders and New Lenders. In no event
     shall the "all-in" cost to Borrower on a percentage basis of the increased
     amount of the Tranche B Term Loan exceed the "all-in" cost to Borrower on a
     percentage basis of the Tranche B Term Loan as of the Closing Date, taking
     into account the effect of any fees or discounts.

          Subject to the foregoing, any increase requested by Borrower shall be
     effective upon delivery to Administrative Agent of each of the following
     documents: (i) an originally executed copy of an instrument of joinder
     signed by a duly authorized officer of each New Lender, in form and
     substance reasonably acceptable to Administrative Agent; (ii) a notice to
     the Increasing Lenders and New Lenders, in form and substance reasonably
     acceptable to Administrative Agent, signed by a duly authorized officer of
     Borrower; (iii) an Officer's Certificate of Borrower, in form and substance
     reasonably acceptable to Administrative Agent; (iv) to the extent requested
     by any New Lender or Increasing Lender, executed Tranche B Term Notes
     and/or Revolving Notes issued by Borrower in accordance with Subsection
     2.1E hereof; and (v) any other certificates or documents that
     Administrative Agent shall reasonably request, in form and substance
     reasonably satisfactory to Administrative Agent. Any such increase shall be
     in a principal amount equal to (A) the principal amount that Increasing
     Lenders are willing to assume as increases to the principal amount of their
     applicable Tranche B Term Loan or Revolving Loan Commitments, as the case
     may be, plus (B) the principal amount offered by New Lenders with respect
     to the Tranche B Term Loan or Revolving Loan Commitments, as the case may
     be, in either case as adjusted by Borrower and Administrative Agent
     pursuant to this Subsection 2.1A(iii). Upon effectiveness of any such
     increase, the Commitments, Pro Rata Share and outstanding Revolving Loans
     of each Lender will be adjusted to give effect to the increase in the
     Tranche B Term Loan or Revolving Loan Commitments, as the case may be. To
     the extent that the adjustment of Pro Rata Shares results in losses 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

                                       33

<PAGE>

     Period, Borrower shall be responsible for such losses or expenses pursuant
     to Subsection F.3.

          2.   Borrowing Mechanics. Revolving Loans made on any Funding Date
               (other than Revolving Loans made pursuant to Subsection III.C.1
               for the purpose of reimbursing any Issuing Lender for the amount
               of a drawing under a Letter of Credit issued by it) shall be Base
               Rate Loans or LIBOR Loans in the applicable Minimum Amount
               therefor. Whenever Borrower desires that Lenders make Revolving
               Loans it shall deliver to Administrative Agent a 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 a LIBOR Loan) or no later than 12:00 Noon (New York
               City time) on the proposed Funding Date (in the case of a Base
               Rate Loan). The Notice of Borrowing shall specify (i) the
               proposed Funding Date (which shall be a Business Day), (ii) the
               amount and Type of Loans requested, (iii) in the case of any
               Loans made on the Closing Date, that such Loans shall be Base
               Rate Loans, (iv) in the case of Loans not made on the Closing
               Date, whether such Loans shall be Base Rate Loans or LIBOR Loans,
               (v) in the case of any Loans requested to be made as LIBOR Loans,
               the initial Interest Period requested therefor and (vi)
               information about the account of Borrower to be credited. Loans
               may be continued as or converted into Base Rate Loans and LIBOR
               Loans in the manner provided in Subsection II.B.3. In lieu of
               delivering the above-described Notice of Borrowing for any Loan,
               Borrower may give Administrative Agent telephonic notice by the
               required time of any proposed borrowing under this Subsection
               II.A.2; provided that such notice shall be promptly confirmed in
               writing by delivery of a Notice of Borrowing to Administrative
               Agent at Administrative Agent's Office no later than 2:00 P.M.
               (New York City time) on the date such notice was given.

          None of Administrative Agent or any Lender shall incur any liability
to Borrower in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized Officer or other Person authorized to borrow on behalf of Borrower or
for otherwise acting in good faith under this Subsection II.A.2, and upon
funding of Loans by Lenders in accordance with this Agreement pursuant to any
such telephonic notice Borrower shall have effected a borrowing of Loans
hereunder.

          Borrower shall notify Administrative Agent prior to the funding of any
Loans if any of the matters to which Borrower 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 Borrower of the proceeds of any
Loans shall constitute a re-certification by Borrower, as of the applicable
Funding Date, as to the matters to which Borrower is required to certify in the
applicable Notice of Borrowing.

                                       34

<PAGE>

          Except as otherwise provided in Subsections II.F.1, II.F.2 and II.F.6,
a Notice of Borrowing for LIBOR Loan (or telephonic notice in lieu thereof)
shall be irrevocable once Administrative Agent receives such notice, and
Borrower shall be bound to make a borrowing in accordance therewith.

          3.   Disbursement of Funds. All Term Loans and Revolving Loans under
               this Agreement shall be made by Lenders having a Commitment of
               that Type simultaneously and proportionately to their respective
               Pro Rata Shares, it being understood that neither 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 Administrative Agent of a Notice of
               Borrowing pursuant to Subsection 1.1A or II.A.2 (or telephonic
               notice in lieu thereof), Administrative Agent shall notify each
               Lender for that Type of Loan, as the case may be, of the proposed
               borrowing. Each such Lender shall make the amount of its Loan
               available to Administrative Agent at the Administrative Agent's
               Office not later than 12:00 Noon (New York City time) for LIBOR
               Loans, and not later than 2:00 P.M. (New York City time) for Base
               Rate Loans, on the applicable Funding Date in same day funds in
               Dollars. Except as provided in Subsection III.C.1 with respect to
               Revolving Loans used to reimburse any Issuing Lender for the
               amount of a drawing under a Letter of Credit issued by it, upon
               satisfaction or waiver of the conditions precedent specified in
               Subsections IV.A (in the case of Loans made on the Closing Date)
               and IV.B (in the case of all Loans), Administrative Agent shall
               make the proceeds of such Loans available to Borrower on the
               applicable Funding Date by causing an amount of same day funds in
               Dollars equal to the proceeds of all such Loans received by
               Administrative Agent from Lenders to be wire-transferred to an
               account of Borrower as specified in the applicable Notice of
               Borrowing.

          Unless 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 Administrative Agent the amount of such Lender's Loan requested on
such Funding Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Borrower a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, 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
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three

                                       35

<PAGE>

Business Days and thereafter at the Base Rate. If such Lender does not pay such
corresponding amount forthwith upon Administrative Agent's demand therefor,
Administrative Agent shall promptly notify Borrower and Borrower shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to Administrative Agent, at the rate payable under this Agreement for
Base Rate Loans for such Type of Loans. Nothing in this Subsection II.A.3 shall
be deemed to relieve any Lender from its obligation to fulfill its Commitments
hereunder or to prejudice any rights that Borrower may have against any Lender
as a result of any default by such Lender hereunder.

          4.   The Register.

               a.   Administrative Agent shall maintain, at its address referred
                    to in Subsection X.H, a register for the recordation of the
                    names and addresses of Lenders and the Commitments and Loans
                    of each Lender from time to time (the "Register"). The
                    Register shall be available for inspection by Borrower at
                    any reasonable time and from time to time upon reasonable
                    prior notice.

               b.   Administrative Agent shall record in the Register the
                    Tranche B Term Loan Commitment and Revolving Loan Commitment
                    and the Tranche B Term Loans and Revolving Loans from time
                    to time of each Lender and each repayment or prepayment in
                    respect of the principal amount of the Tranche B Term Loans
                    or Revolving Loans of each Lender. Any such recordation
                    shall constitute prima facie evidence of the amounts
                    borrowed hereunder; provided that failure to make any such
                    recordation, or any error in such recordation, shall not
                    affect any Lender's Commitments or Borrower's Obligations in
                    respect of any applicable Loans.

               c.   Each Lender may record on its internal records (including
                    the Notes held by such Lender) the amount of the Tranche B
                    Term Loans and each Revolving Loan made by it and each
                    payment in respect thereof. Any such recordation shall
                    constitute prima facie evidence of the amounts borrowed
                    hereunder; provided that failure to make any such
                    recordation, or any error in such recordation, shall not
                    affect any Lender's Commitments or Borrower's Obligations in
                    respect of any applicable Loans; and provided further that
                    in the event of any inconsistency between the Register and
                    any Lender's records, the recordations in the Register shall
                    govern (absent manifest error).

               d.   Borrower, 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, and no
                    assignment or transfer of

                                       36

<PAGE>

                    any such Commitment or Loan shall be effective, in each case
                    unless and until an Assignment Agreement effecting the
                    assignment or transfer thereof shall have been accepted by
                    Administrative Agent and recorded in the Register as
                    provided in Subsection X.A.2.b. Prior to such recordation,
                    all amounts owed with respect to the applicable 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.

               e.   Borrower hereby designates CIBC to serve as Borrower's agent
                    solely for purposes of maintaining the Register as provided
                    in this Subsection II.A.4, and Borrower hereby agrees that,
                    to the extent CIBC serves in such capacity, CIBC and its
                    officers, directors, employees, agents and Affiliates shall
                    constitute Indemnitees for all purposes under Subsection
                    X.C.

          5.   Optional Notes. If so requested by any Lender by written notice
               to Borrower (with a copy to Administrative Agent) at least two
               Business Days prior to the Closing Date or at any time
               thereafter, Borrower shall execute and deliver on the Closing
               Date or within three Business Days after receipt of written
               request therefor to the requesting Lender (or to Administrative
               Agent for that Lender, if requested by such Lender) (i) a Tranche
               B Term Note substantially in the form of Exhibit IV annexed
               hereto to evidence that Lender's Tranche B Term Loan, in the
               principal amount of that Lender's Tranche B Term Loan and with
               other appropriate insertions, and (ii) a Revolving Note
               substantially in the form of Exhibit V annexed hereto to evidence
               that Lender's Revolving Loans, in the principal amount of that
               Lender's Revolving Loan Commitment and with other appropriate
               insertions.

          Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent as provided in Subsection X.A.2.b. Any request,
authorization or consent of any Person who, at the time of making such request
or giving such authority or consent, is the holder of any Note (or Loan) shall
be conclusive and binding on any subsequent holder, assignee or transferee of
that Note (or Loan) or of any Note or Notes issued in exchange therefor.

          If Borrower increases the aggregate principal amount of the Tranche B
Term Loans or Revolving Loan Commitments, as the case may be, pursuant to
Subsection II.A.c, Borrower shall issue replacement Tranche B Term Notes and/or
Revolving Notes, as the case may be, to each Increasing Lender (or to
Administrative Agent for such Increasing Lender) that

                                       37

<PAGE>

requests a Note in accordance with the terms hereof and new Tranche B Term
Notes and/or Revolving Notes, as the case may be, to each New Lender (or to
Administrative Agent for such New Lender) that requests a Note in accordance
with the terms hereof.

     B.   Interest on the Loans.
          ---------------------

          1.   Rate of Interest. Subject to the provisions of Subsections II.F
               and II.G, each Term Loan and each 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 Adjusted LIBOR.
               The applicable basis for determining the rate of interest with
               respect to any Term Loan or any Revolving Loan shall be selected
               by Borrower initially at the time a Notice of Borrowing is given
               with respect to such Loan pursuant to Subsection II.A.2, and the
               basis for determining the interest rate with respect to any Term
               Loan or any Revolving Loan may be changed from time to time
               pursuant to Subsection II.B.4 (subject to the last sentence of
               Subsection A.2). If on any day a Term Loan or Revolving Loan is
               outstanding with respect to which notice has not been delivered
               to 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.

          Subject to the provisions of Subsections II.B.5 and II.G, the Tranche
B Term Loans and 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 Applicable Base Rate Margin for such Type of Loans; or

               b.   if a LIBOR Loan, then at the sum of Adjusted LIBOR plus the
                    Applicable LIBOR Margin for such Type of Loans.

          Upon delivery of a Margin Determination Certificate by Borrower to
Administrative Agent (a) with respect to each Fiscal Quarter (other than each
fourth Fiscal Quarter), together with the three most recent financial statements
required to be delivered pursuant to Subsection 6.1(i), and (b) with respect to
each fourth Fiscal Quarter, within forty-five (45) days after the last day of
such fourth Fiscal Quarter (to be included as part of the Compliance Certificate
for each such Fiscal Quarter), the Applicable Base Rate Margin and Applicable
LIBOR Margin shall automatically be adjusted in accordance with such Margin
Determination Certificate, such adjustment to become effective on the 60th day
after the end of the Fiscal Quarter to which the financial results contained in
the Margin Determination Certificate relate; provided that (1) at any time a
Margin Determination Certificate is not delivered within forty-five (45) days
after the last day of any Fiscal Quarter, from the forty-fifth day until
delivery of such Margin Determination Certificate, the Applicable Base Rate
Margin shall be 1.25% for Revolving Loans, and 1.25% for Tranche B Term Loans,
and the Applicable LIBOR Margin shall be 2.75% for Revolving Loans, and 2.75%
for Tranche B Term Loans, and

                                       38

<PAGE>

(2) if a Margin Determination Certificate erroneously indicates (as determined
by Administrative Agent after consultation with Borrower) an applicable margin
more favorable to Borrower than should be afforded by the actual calculation of
the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional
interest and letter of credit fees required to correct for such error.

          2.   Interest Periods. In connection with each LIBOR Loan, Borrower
               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 Borrower's option, either a
               one, two, three or six month period; provided that:

               a.   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;

               b.   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;

               c.   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;

               d.   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 II.B.2, end on the last Business Day of a
                    calendar month;

               e.   no Interest Period with respect to any portion of the
                    Tranche B Term Loans shall extend beyond May __, 2009, and
                    no Interest Period with respect to any portion of the
                    Revolving Loans shall extend beyond the Revolving Loan
                    Commitment Termination Date;

               f.   no Interest Period with respect to the Tranche B Term Loans
                    shall extend beyond a date on which Borrower is required to
                    make a

                                       39

<PAGE>

                    scheduled payment of principal of the Tranche B Term Loans,
                    unless the sum of (a) the aggregate principal amount of the
                    Tranche B Term Loans that are Base Rate Loans plus (b) the
                    aggregate principal amount of the Tranche B Term Loans that
                    are LIBOR Loans with Interest Periods expiring on or before
                    such date equals or exceeds the principal amount required to
                    be paid on the Tranche B Term Loans on such date;

               g.   there shall be no more than ten (10) Interest Periods
                    outstanding at any time; and

               h.   if Borrower fails to specify an Interest Period for any
                    LIBOR Loan in the applicable Notice of Borrowing, Borrower
                    shall be deemed to have requested a Base Rate Loan.

          3.   Interest Payments. Subject to the provisions of Subsection
               II.B.5, interest on each Loan shall be payable in arrears on and
               to each Interest Payment Date applicable to that Loan, upon any
               prepayment of that Loan (to the extent accrued on the amount
               being prepaid) and at maturity (including final maturity)
               provided that if any Revolving Loans that are Base Rate Loans are
               prepaid pursuant to Subsection II.D.2.a, 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).

          4.   Conversion or Continuation.

               a.   Subject to the provisions of Subsection II.G, Borrower shall
                    have the option (i) to convert at any time all or any part
                    of its outstanding Term Loans or Revolving Loans from Loans
                    bearing interest at a rate determined by reference to one
                    basis to Loans bearing interest at a rate determined by
                    reference to an alternative basis, in each case in the
                    applicable Minimum Amount therefor, or (ii) upon the
                    expiration of any Interest Period applicable to a LIBOR
                    Loan, to continue all or any portion of such Loan equal to
                    the Minimum 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.

               b.   Borrower shall deliver a Notice of Conversion/Continuation
                    to Administrative Agent no later than 12:00 Noon (New York
                    City time) at least three Business Days 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). With
                    respect to any LIBOR

                                       40

<PAGE>

                    Loan, if Borrower fails to deliver a Notice of
                    Conversion/Continuation as described above or if any
                    proposed conversion/continuation under this Subsection
                    II.B.4 is not permitted hereunder, Borrower shall be deemed
                    to have elected to convert such LIBOR Loan to a Base Rate
                    Loan on the last day of the then-expiring Interest Period.

               c.   A Notice of Conversion/Continuation shall specify (a) the
                    proposed conversion/continuation date (which shall be a
                    Business Day), (b) the amount and type of the Loan to be
                    converted/continued, (c) the nature of the proposed
                    conversion/ continuation, (d) in the case of a conversion
                    to, or a continuation of, a LIBOR Loan, the requested
                    Interest Period, and (e) in the case of a conversion to, or
                    a continuation of, a LIBOR Loan, that no Potential Event of
                    Default or Event of Default has occurred and is continuing.
                    In lieu of delivering the above-described Notice of
                    Conversion/Continuation, Borrower may give Administrative
                    Agent telephonic notice by the required time of any proposed
                    conversion/continuation under this Subsection II.B.4,
                    provided that Administrative Agent shall receive a Notice of
                    Conversion/Continuation to confirm such telephonic notice no
                    later than 2:00 P.M. (New York City time) on the day on
                    which such telephonic notice is given. Upon receipt of
                    written or telephonic notice of any proposed
                    conversion/continuation under this Subsection II.B.4,
                    Administrative Agent shall promptly transmit such notice by
                    telefacsimile or electronic mail (or by telephone promptly
                    confirmed by telefacsimile or electronic mail) to each
                    Lender.

          (iv) Neither Administrative Agent nor any Lender shall incur any
     liability to Borrower in acting upon any telephonic notice referred to
     above that Administrative Agent believes in good faith to have been given
     by a duly authorized Officer or other Person authorized to act on behalf of
     Borrower or for otherwise acting in good faith under this Subsection
     II.B.4, and upon conversion or continuation of the applicable basis for
     determining the interest rate with respect to any Loans in accordance with
     this Agreement pursuant to any such telephonic notice Borrower shall have
     effected a conversion or continuation, as the case may be, hereunder.

          (v)  Except as otherwise provided in Subsections F.1, F.2 and F.6, a
     notice of a proposed conversion to, or continuation of, a LIBOR Loan
     (whether by delivery of a Notice of Conversion/Continuation or telephonic
     notice) shall be irrevocable once Administrative Agent receives such
     notice, and Borrower shall be bound to effect a conversion or continuation
     in accordance therewith.

          5.   Default Rate. Upon the occurrence and during the continuation of
               any Event of Default, at the election of Administrative Agent or
               Requisite

                                       41

<PAGE>

               Lenders the outstanding principal amount of all Loans and, to the
               extent permitted by applicable law, any interest payments thereon
               not paid when due and any fees and other amounts 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 2.00% per annum in excess of the interest rate
               then in effect with respect to the applicable Loans (or, in the
               case of any such fees and other amounts, at a rate which is 2.00%
               per annum in excess of the interest rate otherwise payable under
               this Agreement for Revolving Loans that are Base Rate Loans);
               provided that, in the case of LIBOR Loans, upon the expiration of
               each Interest Period in effect at the time any such increase in
               interest rate is effective such LIBOR Loans shall thereupon
               become Base Rate Loans and 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 which is 2.00% per annum in excess of the
               interest rate then in effect for Revolving Loans that are Base
               Rate Loans. Payment or acceptance of the increased rates of
               interest provided for in this Subsection II.B.5 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 Administrative Agent or any Lender.

          6.   Computation of Interest. Interest on the Loans and other
               Obligations shall be computed (i) in the case of Base Rate Loans,
               on the basis of a 365/366-day year (as applicable), and (ii) in
               the case of LIBOR Loans and other Obligations (other than Base
               Rate 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.

          7.   Maximum Rate. Notwithstanding the foregoing provisions of this
               Subsection B, in no event shall the rate of interest payable by
               Borrower with respect to any Loan exceed the maximum rate of
               interest permitted to be charged under applicable law.

                                       42

<PAGE>

     C.   Fees.
          ----

          1.   Revolving Loan Commitment Fees. Borrower agrees to pay to
               Administrative Agent, for distribution to each Lender in
               proportion to that Lender's Pro Rata Share of the Revolving Loan
               Commitments, commitment fees for the period from and including
               the Closing Date to and excluding the Revolving Loan Commitment
               Termination Date equal to the average of the daily excess of the
               Revolving Loan Commitments over the Total Utilization of
               Revolving Loan Commitments multiplied by (i) until the date that
               is five Business Days after the date on which the first Margin
               Determination Certificate is scheduled to be delivered to
               Administrative Agent pursuant to Subsection 2.2A, one half of 1%
               per annum, and (ii), thereafter, at the applicable Commitment Fee
               Percentage, 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 each
               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.

          2.   Other Fees. Borrower agrees to pay to Co-Lead Arrangers and
               Administrative Agent such fees in the amounts and at the times
               separately agreed upon between Borrower, Co-Lead Arrangers and
               Administrative Agent.

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

          B.   Scheduled Payments of Term Loans.

               a.   Scheduled Payments of Tranche B Term Loans. Borrower shall
                    make principal payments on the Tranche B Term Loans in
                    installments on the dates and in the amounts set forth
                    below:

                                       43

<PAGE>

------------------------------------------------
                                      Scheduled
        Date                          Repayment
------------------------------------------------
September 30, 2003                  $    250,000
------------------------------------------------
December 31, 2003                   $    250,000
------------------------------------------------
March 31, 2004                      $    250,000
------------------------------------------------
June 30, 2004                       $    250,000
------------------------------------------------
September 30, 2004                  $    250,000
------------------------------------------------
December 31, 2004                   $    250,000
------------------------------------------------
March 31, 2005                      $    250,000
------------------------------------------------
June 30, 2005                       $    250,000
------------------------------------------------
September 30, 2005                  $    250,000
------------------------------------------------
December 31, 2005                   $    250,000
------------------------------------------------
March 31, 2006                      $    250,000
------------------------------------------------
June 30, 2006                       $    250,000
------------------------------------------------
September 30, 2006                  $    250,000
------------------------------------------------
December 31, 2006                   $    250,000
------------------------------------------------
March 31, 2007                      $    250,000
------------------------------------------------
June 30, 2007                       $    250,000
------------------------------------------------
September 30, 2007                  $    250,000
------------------------------------------------
December 31, 2007                   $    250,000
------------------------------------------------
March 31, 2008                      $    250,000
------------------------------------------------
June 30, 2008                       $    250,000
------------------------------------------------
September 30, 2008                  $    250,000
------------------------------------------------
December 31, 2008                   $    250,000
------------------------------------------------
March 31, 2009                      $    250,000
------------------------------------------------
May __, 2009                        $ 94,250,000
------------------------------------------------

; provided that the scheduled installments of principal of the Tranche B Term
Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche B Term Loans in accordance with Subsection
II.D.2.d; and provided, further that the Tranche B Term Loans and all other
amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in
full no later than May __, 2009, and the final installment payable by Borrower
in respect of the Tranche B Term Loans on such date shall be in an amount, if
such amount is different from that specified above, sufficient to repay all
amounts owing by Borrower

                                       44

<PAGE>

under this Agreement with respect to the Tranche B Term Loans; and provided,
further that if the aggregate principal amount of the Tranche B Term Loans is
increased pursuant to Subsection 2.1A(iii), then each scheduled principal
repayment to be made after such increase becomes effective shall be increased by
an amount equal to (a) the aggregate principal amount of the increase in the
Tranche B Term Loans pursuant to Subsection II.A.c multiplied by (b) an amount
equal to (x) such scheduled repayment amount divided by (y) the aggregate
principal amount of the Tranche B Term Loans to be repaid immediately prior to
giving effect to the increase in the Tranche B Term Loans made pursuant to
Subsection 2.1A(iii).

          2.   Prepayments and Unscheduled Reductions in Revolving Loan
               Commitments.

               a.   Voluntary Prepayments. Borrower may, upon not less than one
                    Business Day's irrevocable prior written notice, in the case
                    of Base Rate Loans, and three Business Days' irrevocable
                    prior written notice, in the case of LIBOR Loans, in each
                    case given to Administrative Agent by 12:00 Noon (New York
                    City time) on the date required (which written notice
                    Administrative Agent will promptly transmit by telefacsimile
                    or electronic mail to each Lender for the Loans to be
                    prepaid), at any time and from time to time prepay any
                    Tranche B Term Loans or Revolving Loans on any Business Day
                    in whole or in part in an aggregate minimum amount of
                    $1,000,000 and integral multiples of $100,000 in excess of
                    that amount; provided, however, that any LIBOR Loan may be
                    prepaid on a day other than the expiration of the Interest
                    Period applicable thereto, only if Borrower pays the amounts
                    due pursuant to Subsection II.F.3 caused by such prepayment.
                    Notice of prepayment having been given as aforesaid, 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 II.D.2.d.

               b.   Voluntary Reductions of Revolving Loan Commitments. Borrower
                    may, upon not less than five Business Days' irrevocable
                    prior written notice to Administrative Agent (which written
                    notice Administrative Agent will promptly transmit to each
                    Lender), at any time and from time to time terminate in
                    whole or permanently reduce in part, without premium or
                    penalty, the Revolving Loan Commitments in an amount up to
                    the amount by which the Revolving Loan Commitments exceed
                    the Total Utilization of Revolving Loan Commitments at the
                    time of such proposed termination or reduction; provided
                    that any such partial reduction of the Revolving Loan
                    Commitments shall be in an aggregate minimum amount of
                    $1,000,000 and integral multiples of $100,000 in excess of
                    that amount. Borrower's notice to Administrative Agent shall
                    designate the date (which shall be a

                                       45

<PAGE>

                    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 Borrower's notice and
                    shall reduce the Revolving Loan Commitment of each Revolving
                    Lender proportionately according to its Pro Rata Share.

               c.   Mandatory Prepayments and Mandatory Reductions of Revolving
                    Loan Commitments. The Loans shall be prepaid and/or the
                    Revolving Loan Commitments shall be permanently reduced in
                    the amounts and under the circumstances set forth below, all
                    such prepayments and/or reductions to be applied as set
                    forth below or as more specifically provided in Subsection
                    II.D.2.d:

                    (1)  Prepayments and Reductions From Net Asset Sale
                         Proceeds. No later than five (5) days from the date of
                         receipt by Borrower or any of its Subsidiaries of any
                         Net Asset Sale Proceeds in respect of any Asset Sale
                         (other than a sale of Capital Stock covered by
                         Subsection 2.4B(iii)(c)), Borrower shall either (1)
                         prepay the Loans and/or the Revolving Loan Commitments
                         shall be permanently reduced in an aggregate amount
                         equal to such Net Asset Sale Proceeds or (2) so long as
                         no Potential Event of Default or Event of Default shall
                         have occurred and be continuing and to the extent that
                         aggregate Net Asset Sale Proceeds from the Closing Date
                         through the date of determination do not exceed
                         $5,000,000, deliver to Administrative Agent an
                         Officer's Certificate setting forth (x) that portion of
                         such Net Asset Sale Proceeds that Borrower or such
                         Subsidiary intends to reinvest in equipment or other
                         productive assets of the general type used in the
                         business of Borrower and its Subsidiaries within one
                         hundred eighty (180) days of such date of receipt and
                         (y) the proposed use of such portion of the Net Asset
                         Sale Proceeds and such other information with respect
                         to such reinvestment as Administrative Agent may
                         reasonably request, and Borrower shall, or shall cause
                         one or more of its Subsidiaries to, promptly and
                         diligently apply such portion to such reinvestment
                         purposes; provided, however, that pending such
                         reinvestment such portion of the Net Asset Sale
                         Proceeds shall be applied to prepay outstanding
                         Revolving Loans (without a reduction in Revolving Loan
                         Commitments) to the full extent thereof. In addition,
                         Borrower shall, no later than one hundred eighty (180)
                         days after receipt of such Net Asset Sale Proceeds that
                         have not

                                       46

<PAGE>

                         theretofore been applied to the Loans (other than any
                         prepayment of Revolving Loans not resulting in a
                         corresponding reduction in the Revolving Loan
                         Commitments) or that have not been so reinvested as
                         provided above, make an additional prepayment of the
                         Loans (and/or the Revolving Loan Commitments shall be
                         permanently reduced) in the full amount of all such Net
                         Asset Sale Proceeds.

                    (2)  Prepayments and Reductions from Net
                         Insurance/Condemnation Proceeds. No later than five (5)
                         days from the date Borrower or any of its Subsidiaries
                         is required to prepay the Loans in accordance with the
                         provisions of Subsection VI.D.3 with Net
                         Insurance/Condemnation Proceeds, Borrower shall prepay
                         the Loans and/or the Revolving Loan Commitments shall
                         be permanently reduced in an aggregate amount equal to
                         the amount of such Net Insurance/Condemnation Proceeds.

                    (3)  Prepayments and Reductions Due to Issuance of Equity
                         Securities. No later than five (5) days from the date
                         of receipt of the Net Securities Proceeds from the
                         issuance of any Capital Stock of Borrower or of any
                         Subsidiary of Borrower or from any capital contribution
                         to Borrower by any holder of Capital Stock thereof
                         after the Closing Date, if the Consolidated Total
                         Leverage Ratio for the Fiscal Quarter most recently
                         ended exceeds 3.00:1.00, Borrower shall prepay the
                         Loans and/or the Revolving Loan Commitments shall be
                         permanently reduced in an aggregate amount equal to the
                         lesser of fifty percent (50%) of such Net Securities
                         Proceeds or such amount as will bring the Consolidated
                         Total Leverage Ratio to not more than 3.00:1.00.

                    (4)  Reversion of Surplus Assets of Pension Plans. To the
                         extent permitted by applicable law, no later than five
                         (5) days from the date of return to Borrower or any of
                         its Subsidiaries of any surplus assets of any
                         terminated defined benefit Pension Plan of Borrower or
                         any of its Subsidiaries, Borrower shall prepay the
                         Loans and/or the Revolving Loan Commitments shall be
                         permanently reduced in an aggregate amount (such amount
                         being the "Net Pension Proceeds") equal to one hundred
                         percent (100%) of such returned surplus assets in
                         excess of $1,000,000, net of transaction costs and
                         expenses incurred in obtaining such

                                       47

<PAGE>

                         return, including incremental taxes payable as a result
                         thereof.

                    (5)  Prepayments and Reductions Due to Issuance of
                         Indebtedness. No later than five (5) days from the date
                         of receipt of the Net Securities Proceeds from the
                         issuance of Indebtedness permitted pursuant to
                         Subsection VII.A(vii) of Borrower or any of its
                         Subsidiaries after the Closing Date, if the
                         Consolidated Total Leverage Ratio for the Fiscal
                         Quarter most recently ended exceeds 3.00:1.00, Borrower
                         shall prepay the Loans and/or the Revolving Loan
                         Commitments shall be permanently reduced in an
                         aggregate amount equal to the lesser of fifty percent
                         (50%) of such Net Securities Proceeds or such amount as
                         will bring the Consolidated Total Leverage Ratio to not
                         more than 3.00:1.00.

                    (6)  Prepayments and Reductions from Consolidated Excess
                         Cash Flow. If there is Consolidated Excess Cash Flow
                         for any Fiscal Year (commencing with Fiscal Year 2004),
                         and if the Consolidated Total Leverage Ratio as of the
                         end of such Fiscal Year exceeds 3.00:1.00, Borrower
                         shall, no later than one hundred twenty (120) days
                         after the end of such Fiscal Year, prepay the Loans
                         and/or the Revolving Loan Commitments shall be
                         permanently reduced in an aggregate amount equal to the
                         lesser of fifty percent (50%) of such Consolidated
                         Excess Cash Flow or such amount as will bring the
                         Consolidated Total Leverage Ratio to not more than
                         3.00:1.00.

                    (7)  Calculations of Net Proceeds Amounts; Additional
                         Prepayments and Reductions Based on Subsequent
                         Calculations. Concurrently with any prepayment of the
                         Loans and/or reduction of the Revolving Loan
                         Commitments pursuant to Subsections II.D.2.c(1)-(f),
                         Borrower shall deliver to Administrative Agent an
                         Officer's Certificate demonstrating the calculation of
                         the amount (the "Net Proceeds Amount") of the
                         applicable Net Asset Sale Proceeds, Net
                         Insurance/Condemnation Proceeds, Net Pension Proceeds,
                         Net Securities Proceeds, or Consolidated Excess Cash
                         Flow, as the case may be, that gave rise to such
                         prepayment and/or reduction. If Borrower subsequently
                         determines that the actual Net Proceeds Amount was
                         greater than the amount set forth in such Officer's
                         Certificate (including if any actual taxes to be paid
                         as a result of an Asset Sale is less than the estimated
                         taxes to be paid as a result of such Asset Sale),
                         Borrower

                                       48

<PAGE>

                         shall promptly make an additional prepayment of the
                         Loans (and/or, if applicable, the Revolving Loan
                         Commitments shall be permanently reduced) in an amount
                         equal to the amount of such excess, and Borrower shall
                         concurrently therewith deliver to Administrative Agent
                         an Officer's Certificate demonstrating the derivation
                         of the additional Net Proceeds Amount resulting in such
                         excess.

                    (8)  Prepayments Due to Reductions or Restrictions of
                         Revolving Loan Commitments. Borrower shall from time to
                         time prepay the Revolving Loans (or, if the Revolving
                         Loans have been prepaid in full, cash collateralize
                         Letters of Credit) to the extent necessary so that the
                         Total Utilization of Revolving Loan Commitments shall
                         not at any time exceed the Revolving Loan Commitments
                         then in effect.

               d.   Application of Prepayments.

                    (1)  Application of Voluntary Prepayments by Type of Loans
                         and Order of Maturity. Subject to the provisions of
                         Subsection D4, any voluntary prepayments pursuant to
                         Subsection II.D.2.a shall be applied as specified by
                         Borrower in the applicable notice of prepayment;
                         provided that if Borrower fails to specify the Loans to
                         which any such prepayment shall be applied, such
                         prepayment shall be applied first to repay outstanding
                         Tranche B Term Loans to the full extent thereof, second
                         to prepay outstanding Revolving Loans to the full
                         extent thereof and permanently reduce the Revolving
                         Loan Commitments and third to cash collateralize any
                         outstanding Letters of Credit and to further
                         permanently reduce the Revolving Loan Commitments by
                         the amount of such prepayment. Any voluntary
                         prepayments of the Tranche B Term Loans pursuant to
                         Subsection II.D.2.a shall be applied to reduce the
                         scheduled installments of principal of the Tranche B
                         Term Loans set forth in Subsection 2.4A(i) in inverse
                         chronological order of maturity.

                    (2)  Application of Mandatory Prepayments by Type of Loans.
                         Subject to Subsection II.D.4, any amount (the "Applied
                         Amount") required to be applied as a mandatory
                         prepayment of the Loans and/or a reduction of the
                         Revolving Loan Commitments pursuant to Subsections
                         II.D.2.c(1)-(7) shall be applied first to prepay the
                         Tranche B Term Loans to the full extent thereof,
                         second, to the

                                       49

<PAGE>

                         extent of any remaining portion of such Applied Amount,
                         to prepay the Revolving Loans to the full extent
                         thereof and to cash collateralize any outstanding
                         Letters of Credit and to further permanently reduce the
                         Revolving Loan Commitments by the amount of such
                         prepayment, and third, to the extent of any remaining
                         portion of such Applied Amount, to further permanently
                         reduce the Revolving Loan Commitments to the full
                         extent thereof.

                    (3)  Application of Mandatory Prepayments to Tranche B Term
                         Loans and the Scheduled Installments of Principal
                         Thereof. Subject to Subsection II.D.4, any mandatory
                         prepayments of the Tranche B Term Loans pursuant to
                         Subsection II.D.2.c shall be applied to reduce the
                         scheduled installments of principal of the Tranche B
                         Term Loans in inverse chronological order of maturity.

                    (4)  Application of Prepayments to Base Rate Loans and LIBOR
                         Loans. Considering Tranche B Term Loans and Revolving
                         Loans being prepaid separately, any prepayment 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 which minimizes the amount of any
                         payments required to be made by Borrower pursuant to
                         Subsection F.3.

          3.   General Provisions Regarding Payments.

               a.   Manner and Time of Payment. All payments by Borrower of
                    principal, interest, fees and other Obligations hereunder
                    and under the Notes shall be made in Dollars in same day
                    funds, without defense, setoff or counterclaim, free of any
                    restriction or condition, and delivered to Administrative
                    Agent not later than 1:00 P.M. (New York City time) on the
                    date due at the Administrative Agent's Office for the
                    account of Lenders; funds received by Administrative Agent
                    after that time on such due date shall be deemed to have
                    been paid by Borrower on the next succeeding Business Day.
                    Borrower hereby authorizes Administrative Agent to charge
                    its accounts with Administrative Agent in order to cause
                    timely payment to be made to Administrative Agent of all
                    principal, interest, fees and expenses due hereunder
                    (subject to sufficient funds being available in its accounts
                    for that purpose).

               b.   Application of Payments. Prior to any payments being applied
                    to principal or interest under this Agreement or under the
                    Notes, such payments shall first be applied to any
                    outstanding and payable

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<PAGE>

                    fees, costs, expenses, indemnities or other amounts (other
                    than principal or interest due under the Loan Documents), as
                    determined in the reasonable opinion of Administrative
                    Agent. Except as provided in Subsection II.B.3, 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.

               c.   Apportionment of Payments. Aggregate principal and interest
                    payments in respect of Term Loans and Revolving Loans shall
                    be apportioned among all outstanding Loans to which such
                    payments relate, in each case proportionately according to
                    Lenders' respective Pro Rata Shares. Administrative Agent
                    shall promptly distribute to each Lender, at its primary
                    address set forth in the Register or at such other address
                    as such Lender may request, its Pro Rata Share of all such
                    payments received by Administrative Agent and the commitment
                    fees of such Lender, if any, when received by Administrative
                    Agent pursuant to Subsection II.C. Notwithstanding the
                    foregoing provisions of this Subsection II.D.3.c, if,
                    pursuant to the provisions of Subsection F.2, 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,
                    Administrative Agent shall give effect thereto in
                    apportioning payments received thereafter.

               d.   Payments on Business Days. 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.

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

               a.   Upon the occurrence and during the continuation of an Event
                    of Default, (a) all payments received on account of the
                    Obligations, whether from Borrower, from any Subsidiary
                    Guarantor or otherwise, shall be applied by Administrative
                    Agent against the Obligations and (b) all proceeds received
                    by Administrative Agent in respect of any sale of,
                    collection from, or other realization upon all or any part
                    of the Collateral under any Collateral Document

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<PAGE>

                    may, in the discretion of Administrative Agent, be held by
                    Administrative Agent as Collateral for, and/or (then or at
                    any time thereafter) applied in full or in part by
                    Administrative Agent against, the applicable Secured
                    Obligations (as defined in such Collateral Document), in
                    each case in the following order of priority:

                    (1)  To the payment of all costs and expenses of such sale,
                         collection or other realization, including reasonable
                         fees and expenses of Administrative Agent and its
                         agents and counsel, and all other expenses, liabilities
                         and advances (other than advances made by
                         Administrative Agent on behalf of Lenders) made or
                         incurred by Administrative Agent in connection
                         therewith, and all amounts for which Administrative
                         Agent is entitled to compensation (including the fees
                         described in Subsection C), reimbursement and
                         indemnification under any Loan Document and all
                         advances made by Administrative Agent thereunder for
                         the account of the applicable Loan Party (other than
                         advances made to a Loan Party for purposes of making a
                         payment to any Lender that would otherwise be shared
                         pro rata pursuant to clause (b) below), and to the
                         payment of all costs and expenses paid or incurred by
                         Administrative Agent in connection with the Loan
                         Documents, all in accordance with Subsections IX.D, X.B
                         and X.C and the other terms of this Agreement and the
                         other Loan Documents;

                    (2)  thereafter, to the payment of all other Secured
                         Obligations (as defined in such Collateral Document) or
                         Guarantied Obligations (as defined in the Subsidiary
                         Guaranty) for the ratable benefit of the holders
                         thereof (subject to the provisions of Subsection D3.b);
                         and

                    (3)  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.

     E.   Use of Proceeds.
          ---------------

          1.   Tranche B Term Loans and Revolving Loans. The proceeds of the
               Tranche B Term Loans and the Revolving Loans shall be applied by
               Borrower (i) to fund the refinancing of the Existing Credit
               Agreement and other existing Indebtedness of Borrower and its
               Subsidiaries, and (ii) for working capital and other general
               corporate purposes, acquisitions and investments made in
               accordance with the terms hereof, payments of

                                       52

<PAGE>

               litigation judgments or settlement of claims, and payment of
               Transaction Costs.

          2.   Margin Regulations. No portion of the proceeds of any borrowing
               under this Agreement shall be used by Borrower or any of its
               Subsidiaries in any manner that might cause the borrowing or the
               application of such proceeds to violate Regulation T, Regulation
               U 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.

     F.   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:

          C.   Determination of Applicable Interest Rate. As soon as practicable
after 12:00 Noon (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall constitute prima
facie evidence of such matters) 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 Borrower and each Lender.

          1.   Inability to Determine Applicable Interest Rate. If
               Administrative Agent shall have determined (which determination
               shall constitute prima facie evidence of such matters), on any
               Interest Rate Determination Date with respect to any LIBOR Loans,
               that by reason of circumstances affecting the interbank
               Eurodollar 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,
               Administrative Agent shall on such date give notice (by
               telefacsimile or by telephone confirmed in writing) to Borrower
               and each Lender of such determination, whereupon (i) no Loans may
               be made as, or converted to, LIBOR Loans until such time as
               Administrative Agent notifies Borrower 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 Borrower with respect to the Loans in respect of which
               such determination was made shall be deemed to be for a Base Rate
               Loan.

          2.   Illegality or Impracticability of LIBOR Loans. If on any date any
               Lender shall have determined (which determination shall
               constitute prima facie evidence of such matters but shall be made
               only after consultation with Borrower and 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

                                       53

<PAGE>

               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 interbank
               Eurodollar 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 Borrower and Administrative
               Agent of such determination (which notice Administrative Agent
               shall promptly transmit to each other Lender). Thereafter (a) the
               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 such
               determination by the Affected Lender relates to a LIBOR Loan then
               being requested by Borrower 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 at the end of the then
               current Interest Period for such LIBOR Loans or when or if
               required by law. Notwithstanding the foregoing, to the extent a
               determination by an Affected Lender as described above relates to
               a LIBOR Loan then being requested by Borrower pursuant to a
               Notice of Borrowing or a Notice of Conversion/Continuation,
               Borrower shall have the option, subject to the provisions of
               Subsection F3, 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
               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 Administrative Agent shall
               promptly transmit to each other Lender). Except as provided in
               the immediately preceding sentence, nothing in this Subsection
               II.G.3 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.

          3.   Compensation For Breakage or Non-Commencement of Interest
               Periods. Borrower shall compensate each Lender, upon written
               request by that Lender (which request shall set forth the basis
               for requesting such amounts) pursuant to Subsection H, 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-

                                       54

<PAGE>

               employment of such funds) which that Lender may sustain: (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 for borrowing, 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 for conversion or continuation, (ii) if
               any prepayment or other principal payment or any conversion of
               any of its LIBOR Loans (including any prepayment described in
               Subsection II.D.2.a or conversion occasioned by the circumstances
               described in Subsection F2) occurs on a date prior to the last
               day of an Interest Period applicable to that Loan, (iii) if any
               prepayment of any of its LIBOR Loans is not made on any date
               specified in a notice of prepayment given by Borrower, or (iv) as
               a consequence of any other default by Borrower in the repayment
               of its LIBOR Loans when required by the terms of this Agreement;
               provided, however, that Borrower shall have no obligation to make
               any payment to any demanding party under this Subsection on
               account of any such increased costs or reduced amounts unless
               Borrower receives notice of such increased costs or reduced
               amounts within one hundred eighty (180) days after such Lender is
               able to determine the amount of such costs or amounts,
               accompanied by a certificate executed by an officer of the
               applicable Lender setting forth in reasonable detail the basis
               and calculation of the amount of such costs or amounts, which
               certificate shall constitute prima facie evidence of such costs
               or amounts.

          4.   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.

          5.   Assumptions Concerning Funding of LIBOR Loans. Calculation of all
               amounts payable to a Lender under this Subsection F and under
               Subsection G.1 shall be made as though that Lender had actually
               funded each of its relevant LIBOR Loans through the purchase of a
               Eurodollar 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 actually been funded in such manner and through
               the transfer of such Eurodollar deposit from an offshore office
               of that Lender to a domestic office of that Lender in the United
               States of America; provided, however, that each Lender may fund
               each of its LIBOR Loans in any manner it sees fit and the
               foregoing assumptions shall be utilized only for the purposes of
               calculating amounts payable under this Subsection F and under
               Subsection G.1.

          6.   LIBOR Loans After Default. After the occurrence of and during the
               continuation of a Potential Event of Default or an Event of
               Default,

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<PAGE>

               (i) Borrower may not elect to 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 II.F.3, any Notice of Borrowing or
               Notice of Conversion/Continuation given by Borrower with respect
               to a requested borrowing or conversion/continuation that has not
               yet occurred shall be deemed to be rescinded by Borrower.

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

          1.   Compensation for Increased Costs and Taxes. Subject to the
               provisions of Subsection II.G.2 (which shall be controlling with
               respect to the matters covered thereby), if any Lender (including
               any Issuing Lender) shall determine (which determination shall
               constitute prima facie evidence of such matters) 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 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 or
               quasi-Government Authority (whether or not having the force of
               law):

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

               b.   imposes, modifies or holds applicable any reserve (including
                    any marginal, emergency, supplemental, special or other
                    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

               c.   imposes any other condition (other than with respect to a
                    Tax matter) on or affecting such Lender (or its applicable
                    lending office) or its obligations hereunder or the
                    interbank Eurodollar market;

                                       56

<PAGE>

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 or maintaining 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 (or its applicable lending office) with
respect thereto; then, in any such case, Borrower shall promptly pay to such
Lender, upon receipt of the statement referred to in the proviso below, 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 but reasonable discretion shall determine) as may be necessary to
compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder; provided, however, that Borrower shall have no
obligation to make any payment to any demanding party under this Subsection on
account of any such increased costs unless Borrower receives notice of such
increased costs within one hundred eighty (180) days after such Lender is able
to determine the amount of such costs, accompanied by a certificate executed by
an officer of the applicable Lender setting forth in reasonable detail the basis
and calculation of the amount of such costs, which certificate shall constitute
prima facie evidence of such costs.

          2.   Withholding of Taxes.

               a.   Payments to Be Free and Clear. Unless otherwise required by
                    applicable law, all sums payable by Borrower 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 Borrower 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.

               b.   Grossing-up of Payments. If Borrower 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
                    Borrower to Administrative Agent or any Lender under any of
                    the Loan Documents:

                    (1)  Borrower shall notify Administrative Agent of any such
                         requirement or any change in any such requirement as
                         soon as Borrower becomes aware of it;

                    (2)  Borrower shall pay any such Tax when such Tax is due,
                         regardless of whether the liability for payment of such
                         Tax (i) is imposed on Borrower itself, Administrative
                         Agent or any Lender or (ii) relates to any portion of
                         any sums paid or payable to any Lender under any of the
                         Loan Documents

                                       57

<PAGE>

                         with respect to which such Lender does not act for its
                         own account;

                    (3)  the sum payable by Borrower 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, 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

                    (4)  within thirty (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, Borrower shall deliver to Administrative
                         Agent and/or other affected parties evidence
                         satisfactory to the other affected parties of such
                         deduction, withholding or payment and of the remittance
                         thereof to the relevant taxing or other authority;

     provided that (i) no such additional amount shall be required to be paid to
     any Lender under clause (c) above to the extent such additional amount
     relates to a portion of any sums paid or payable to such Lender under any
     of the Loan Documents with respect to which such Lender does not act for
     its own account and (ii) where any change after the date such Lender became
     a Lender in any such requirement for a deduction, withholding or payment as
     is mentioned therein results in an increase in the rate of such deduction,
     withholding or payment from that in effect at the date on which such Lender
     became a Lender, the resulting additional amount to be paid to such Lender
     under clause (c) above shall be limited to the amount by which such
     increase in rate increases the amount of any such required deduction,
     withholding or payment.

               c.   Evidence of Exemption from or Reduction of U.S. Withholding
                    Tax.

                    (1)  Each Lender that is organized under the laws of any
                         jurisdiction other than the United States or any state
                         or other political subdivision thereof (for purposes of
                         this Subsection GB(iii), a "Non-US Lender") shall
                         deliver to Administrative Agent and to Borrower, 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

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<PAGE>

                         Borrower or 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 Non-US 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 Non-US Lender that has certified in writing
                         to Administrative Agent that it is not a "bank" (as
                         defined in Section 881(c)(3)(A) of the Internal Revenue
                         Code), a certificate (the "Certificate re: Non-Bank
                         Status") of such Non-US Lender certifying that such
                         Non-US 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 Borrower,
                         or (iii) a controlled foreign corporation related to
                         Borrower (within the meaning of Section 864(d)(4) of
                         the Internal Revenue Code) in all such cases together
                         with any other certificate or statement of exemption
                         required under the Internal Revenue Code or the
                         regulations issued thereunder to establish that such
                         Non-US Lender is not subject to United States
                         withholding tax with respect to any payments to such
                         Non-US Lender of interest payable under any of the Loan
                         Documents.

                    (2)  Each Non-US Lender, to the extent it does not act or
                         ceases to act for its own account with respect to any
                         portion of any sums paid or payable to such Lender
                         under any of the Loan Documents (for example, in the
                         case of a typical participation by such Lender), shall
                         deliver to Administrative Agent and to Borrower, on or
                         prior to the Closing Date (in the case of each Non-US
                         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
                         Non-US Lender), or on such later date when such Non-US
                         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 Borrower or 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 Non-US Lender under Subsection
                         2.7B(iii)(a), properly completed and duly

                                       59

<PAGE>

                         executed by such Non-US Lender, to establish the
                         portion of any such sums paid or payable with respect
                         to which such Non-US 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 Non-US Lender, together with
                         any information, if any, such Non-US 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 Non-US Lender is not acting for its
                         own account with respect to a portion of any such sums
                         payable to such Non-US Lender.

                    (3)  Each Non-US Lender hereby agrees, from time to time
                         after the initial delivery by such Non-US 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 or if, by virtue of a change in law or
                         regulations, such forms are no longer valid evidence of
                         a person's exemption from withholding tax which is
                         reasonably satisfactory to Borrower, that such Non-US
                         Lender shall promptly (1) deliver to Administrative
                         Agent and to Borrower two original copies of renewals,
                         amendments or additional or successor forms, properly
                         completed and duly executed by such Non-US Lender,
                         together with any other certificate or statement of
                         exemption required in order to confirm or establish
                         that such Non-US Lender is not subject to United States
                         withholding tax with respect to payments to such Non-US
                         Lender under the Loan Documents and, if applicable,
                         that such Non-US Lender does not act for its own
                         account with respect to any portion of any such
                         payments, or (2) notify Administrative Agent and
                         Borrower of its inability to deliver any such forms,
                         certificates or other evidence.

                    (4)  Upon written request of Borrower stating the reasons
                         for such request, each Non-US Lender hereby agrees to
                         provide, with respect to any sums payable under this
                         Agreement, such additional forms, certificates,
                         statements of exemption or other documentation;
                         provided that this obligation shall not apply unless
                         Borrower establishes to the satisfaction of such Non-US
                         Lender that (i) Borrower is

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<PAGE>

                         required by law to make a deduction or withholding on
                         account of any Tax imposed by a jurisdiction other than
                         the United States of America or any political
                         subdivision in or of the United States of America, (ii)
                         such deduction or withholding will be reduced or
                         eliminated at no cost to such Non-US Lender if such
                         Non-US Lender provides such form, certificate,
                         statement of exemption or other documentation, and
                         (iii) providing such form, certificate, statement of
                         exemption or other documentation, will not require
                         disclosure of any confidential information to any
                         Person.

                    (5)  Borrower shall not be required to pay any additional
                         amount to any Non-US Lender under clause (c) of
                         Subsection GB(ii) if such Non-US Lender shall have
                         failed to satisfy the requirements of clause (a), (b),
                         (c)(1) or (d) of this Subsection GB(iii); provided that
                         if such Non-US Lender shall have satisfied the
                         requirements of Subsection GB(iii)(a) on the date such
                         Non-US Lender became a Lender or Subsection
                         2.7B(iii)(d) upon Borrower's initial written request,
                         nothing in this Subsection GB(iii)(e) shall relieve
                         Borrower of its obligation to pay any amounts pursuant
                         to Subsection GB(ii)(c) if, 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 Non-US Lender is no longer properly entitled to
                         deliver forms, certificates or other evidence at a
                         subsequent date establishing the fact that such Non-US
                         Lender is not subject to or subject only to partial
                         withholding as described in Subsections GB(iii)(a) and
                         (d).

          3.   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 interpretation or administration thereof by any Government
               Authority, central bank or comparable agency charged with the
               interpretation or administration thereof, or compliance by any
               Lender (or its applicable lending office) with any guideline,
               request or directive regarding capital adequacy (whether or not
               having the force of law) of any such Government Authority,
               central bank or comparable agency, 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

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<PAGE>

               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 Borrower from such Lender of the statement referred to in the
               next sentence, Borrower 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;
               provided, however, that Borrower shall have no obligation to make
               any payment to any demanding party under this Subsection on
               account of any such increased costs unless Borrower receives
               notice of such increased costs within one hundred eighty (180)
               days after such Lender is able to determine the amount of such
               costs, accompanied by a certificate executed by an officer of the
               applicable Lender setting forth in reasonable detail the basis
               and calculation of the amount of such costs, which certificate
               shall constitute prima facie evidence of such costs.

     H.   Obligation of Lenders and Issuing Lenders to Mitigate.
          -----------------------------------------------------

          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 II.G or
Subsection III.F, it will, to the extent not inconsistent with the internal
policies of such Lender or Issuing Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make, issue, fund or maintain the
Commitments of such Lender or the affected Loans or Letters of Credit of such
Lender or Issuing Lender through another lending or letter of credit office of
such Lender or Issuing Lender, or (ii) take such other measures as such Lender
or Issuing Lender may deem reasonable, if 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 II.G or Subsection III.F would
be materially reduced and if, as determined by such Lender or Issuing Lender in
its sole but reasonable discretion, the making, issuing, funding or maintaining
of such Commitments or Loans or Letters of Credit through such other lending or
letter of credit office or in accordance with such other measures, as the case
may be, would not otherwise be disadvantageous to such Lender or Issuing Lender
or materially adversely affect such Commitments or Loans or Letters of Credit or
the interests of 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 II.H unless Borrower 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 in clause
(i) above. A certificate as to the amount of any such expenses payable by
Borrower pursuant to this

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Subsection II.H (setting forth in reasonable detail the basis for requesting
such amount) submitted by such Lender or Issuing Lender to Borrower (with a copy
to Administrative Agent) shall be conclusive absent manifest error.

     I.   Replacement of a Lender
          -----------------------

          If any Lender becomes a Defaulting Lender or 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 Borrower 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 (such as a "back-to-back" letter of credit) are made) and (iii), if
applicable, the Subject Lender is unwilling to remedy its default or withholds
any request for reimbursement upon ten (10) days prior written notice to the
Subject Lender and Administrative Agent, Borrower 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
10.1B; 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
2.8 (if applicable)) through such date of replacement and a release from its
obligations under the Loan Documents, (2) the processing fee required to be paid
by Subsection 10.1B(i) shall have been paid to Administrative Agent, and (3) all
of the requirements for such assignment contained in Subsection 10.1B,
including, without limitation, the consent of Administrative Agent (if required)
and the receipt by Administrative Agent of an executed Assignment Agreement and
other supporting documents, have been fulfilled; and provided further, that if
Borrower seeks to exercise such right, Borrower must do so within sixty (60)
days after Borrower first knows or should have known of the occurrence of the
event or events giving rise to such right.

III. LETTERS OF CREDIT

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

          D.   Letters of Credit. In addition to Borrower requesting that
Lenders make Revolving Loans pursuant to Subsection II.A.b, Borrower may
request, in accordance with the provisions of this Subsection III.A, from time
to time during the period from the Closing Date to but excluding the 30th day
prior to the Revolving Loan Commitment Termination Date, that one or more
Revolving Lenders issue Letters of Credit for the account of Borrower for the
purposes specified in the definition of Letters of Credit. Subject to the terms
and conditions of this Agreement and in reliance upon the representations and
warranties of Borrower herein set forth, any one or more Revolving Lenders may,
but (except as provided in Subsection III.A.2.c) shall not be obligated to,
issue such Letters of Credit in accordance with the provisions of this
Subsection III.A; provided that Borrower shall not request that any Revolving
Lender issue (and no Revolving Lender shall issue):

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               a.   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;

               b.   any Letter of Credit if, after giving effect to such
                    issuance, the Letter of Credit Usage would exceed
                    $25,000,000;

               c.   any Letter of Credit having an expiration date later than
                    the earlier of (a) ten days prior to the Revolving Loan
                    Commitment Termination Date and (b) the date which 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 (but subject to clause (a) above)
                    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 an Event of
                    Default or Potential Event of Default has occurred and is
                    continuing (and has not been waived in accordance with
                    Subsection X.F) at the time such Issuing Lender must elect
                    whether or not to allow such extension;

               d.   any Letter of Credit denominated in a currency other than
                    Dollars; or

               e.   any Letter of Credit with a face amount of less than
                    $10,000; or

               f.   any Letter of Credit that violates applicable law or any
                    policy of the applicable Issuing Lender relating to the
                    issuance of Letters of Credit.

          2.   Mechanics of Issuance.

               a.   Request for Issuance. Whenever Borrower desires the issuance
                    of a Letter of Credit, it shall deliver to Administrative
                    Agent a Request for Issuance of Letter of Credit
                    substantially in the form of Exhibit III annexed hereto no
                    later than 1:00 P.M. (New York City time) at least three
                    Business Days, or in each case such shorter period as may be
                    agreed to by the applicable Issuing Lender in any particular
                    instance, in advance of the proposed date of issuance. The
                    Request for Issuance of Letter of Credit shall specify (a)
                    the proposed date of issuance (which shall be a Business
                    Day), (b) the face amount of the Letter of Credit, (c) the
                    expiration date of the Letter of Credit, (d) the name and
                    address of the beneficiary, and (e) either the verbatim text
                    of the proposed Letter of Credit or the proposed terms and
                    conditions thereof, including a precise

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<PAGE>

                    description of any documents to be presented by the
                    beneficiary which, if presented by the beneficiary prior to
                    the expiration date of the Letter of Credit, would require
                    the Issuing Lender thereof to make payment under the Letter
                    of Credit and in the event CIBC is the Issuing Lender, such
                    Request for Issuance of Letter of Credit shall attach a
                    current application form from CIBC with respect to the
                    issuance of such Letter of Credit; provided that the Issuing
                    Lender, in its reasonable discretion, may require changes in
                    the text of the proposed Letter of Credit or any such
                    documents; and provided, further that no Letter of Credit
                    shall require payment against a conforming draft to be made
                    thereunder on the same Business Day (under the laws of the
                    jurisdiction in which the office of the Issuing Lender to
                    which such draft is required to be presented is located)
                    that such draft is presented if such presentation is made
                    after 10:00 a.m. (in the time zone of such office of the
                    Issuing Lender) on such Business Day.

               b.   Update of Certifications. Borrower shall notify the
                    applicable Issuing Lender (and Administrative Agent, if
                    Administrative Agent is not such Issuing Lender) prior to
                    the issuance of any Letter of Credit if any of the matters
                    to which Borrower is required to certify in the applicable
                    Request for Issuance of Letter of Credit 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 Borrower shall be deemed to have re-certified, as of
                    the date of such issuance, as to the matters to which
                    Borrower is required to certify in the applicable Request
                    for Issuance of Letter of Credit.

               c.   Determination of Issuing Lender. Upon receipt by
                    Administrative Agent of a Request for Issuance of Letter of
                    Credit pursuant to Subsection III.A.2.a requesting the
                    issuance of a Letter of Credit, if Administrative Agent
                    elects to issue such Letter of Credit, Administrative Agent
                    shall promptly so notify Borrower, and Administrative Agent
                    shall be the Issuing Lender with respect thereto. If
                    Administrative Agent, in its sole but reasonable discretion,
                    elects not to issue such Letter of Credit, Administrative
                    Agent shall promptly so notify Borrower, whereupon Borrower
                    may request any other Revolving Lender to issue such Letter
                    of Credit by delivering to such Revolving Lender a copy of
                    the applicable Request for Issuance of Letter of Credit. Any
                    Revolving Lender so requested to issue such Letter of Credit
                    shall promptly notify Borrower and Administrative Agent
                    whether or not, in its sole but reasonable discretion, it
                    has elected to issue such Letter of Credit, and any such
                    Revolving Lender that so elects to

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<PAGE>

                    issue such Letter of Credit shall be the Issuing Lender with
                    respect thereto.

               d.   Issuance of Letter of Credit. Upon satisfaction or waiver
                    (in accordance with Subsection X.F) of the conditions set
                    forth in Subsection IV.C, the applicable Issuing Lender
                    shall issue the requested Letter of Credit in accordance
                    with such Issuing Lender's standard operating procedures.

               e.   Notification to Lenders. Upon the issuance of or amendment
                    to any Letter of Credit, the applicable Issuing Lender shall
                    promptly notify Administrative Agent of such issuance or
                    amendment. Promptly after receipt of such notice (or, if
                    Administrative Agent is the Issuing Lender, together with
                    such notice), Administrative Agent shall notify each
                    Revolving Lender of the amount of such Revolving Lender's
                    respective participation in such Letter of Credit,
                    determined in accordance with Subsection III.A.3.

          3.   Lenders' Purchase of Participations in Letters of Credit.
               Immediately upon the issuance of each Letter of Credit, 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 which is or at any time may become available to be
               drawn thereunder.

     B.   Letter of Credit Fees.
          ---------------------

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

               a.   with respect to each Letter of Credit, (a) a fronting fee,
                    payable to the Administrative Agent for the account of the
                    applicable Issuing Lender for its own account, equal to
                    0.25% per annum of the daily amount available to be drawn
                    under such Letter of Credit, and (b) a letter of credit fee,
                    payable to 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 Letter of Credit, each such fronting fee or
                    letter of credit fee to be payable in arrears on the last
                    Business Day of each March, June, September and December of
                    each Fiscal Year, commencing on the first such date to occur
                    after the Closing Date, and computed on the basis of a
                    360-day year for the actual number of days elapsed; and

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<PAGE>

               b.   with respect to the issuance, amendment or transfer of each
                    Letter of Credit and each payment of a drawing made
                    thereunder (without duplication of the fees payable under
                    clause (i) above), documentary and processing charges
                    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, amendment, transfer or payment, as the case
                    may be.

For purposes of calculating any fees payable under clauses (i) and (ii) of this
Subsection III.B, 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 Administrative Agent of any amount
described in clause (i) or (ii) of this Subsection III.B, Administrative Agent
shall distribute to each Revolving Lender its Pro Rata Share of such amount.

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

          E.   Responsibility of Issuing Lender With Respect to Drawings. In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender 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.

          1.   Reimbursement by Borrower of Amounts Paid Under Letters of
               Credit. If an Issuing Lender has determined to honor a drawing
               under a Letter of Credit issued by it, such Issuing Lender shall
               immediately notify Borrower and Administrative Agent, and
               Borrower shall reimburse such Issuing Lender on 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
               honored drawing plus interest thereon as provided in Subsection
               C3.a for the period from the date of drawing to the date on which
               such Revolving Loans are made (the "LC Reimbursement Amount");
               provided that, anything contained in this Agreement to the
               contrary notwithstanding, (i) unless Borrower shall have notified
               Administrative Agent and such Issuing Lender prior to 1:00 P.M.
               (New York City time) on the date such drawing is honored that
               Borrower intends to reimburse such Issuing Lender for the LC
               Reimbursement Amount with funds other than the proceeds of
               Revolving Loans, Borrower shall be deemed to have given a timely
               Notice of Borrowing to 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 LC
               Reimbursement Amount (and Administrative Agent shall promptly
               give notice thereof to each Revolving Lender) and (ii) subject to
               satisfaction or waiver of the conditions specified in Subsection
               IV.B.1, Revolving Lenders shall, on the Reimbursement Date, make
               Revolving Loans that are Base Rate Loans in an amount equal to
               the

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<PAGE>

               LC Reimbursement Amount, the proceeds of which shall be applied
               directly by Administrative Agent to reimburse such Issuing Lender
               in an amount equal to the LC Reimbursement Amount; and provided,
               further that if for any reason proceeds of Revolving Loans are
               not received by Administrative Agent on the Reimbursement Date in
               an amount equal to the LC Reimbursement Amount, Borrower shall
               reimburse Administrative Agent, on demand, in an amount in same
               day funds equal to the excess of (x) the LC Reimbursement Amount
               over (y) the aggregate amount of such Revolving Loans, if any,
               which are so received. Nothing in this Subsection III.C.1 shall
               be deemed to relieve any Revolving Lender from its obligation to
               make Revolving Loans on the terms and conditions set forth in
               this Agreement, and Borrower 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 III.C.1. The Issuing Lender may honor or dishonor any
               drawing in accordance with the terms of any Letter of Credit
               without regard to any instruction of Borrower.

          2.   Payment by Revolving Lenders of Unreimbursed Amounts Paid Under
               Letters of Credit.

               a.   Payment by Revolving Lenders. If Borrower shall fail for any
                    reason to reimburse any Issuing Lender (or Administrative
                    Agent) as provided in Subsection III.C.1 in an amount equal
                    to the amount of any drawing honored by such Issuing Lender
                    under a Letter of Credit issued by it, Administrative Agent
                    shall promptly notify each other Revolving 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 of the
                    Revolving Loan Commitment by telefacsimile or by telephone
                    promptly confirmed by telefacsimile. Each Revolving Lender
                    shall make available to Administrative Agent for the account
                    of such Issuing Lender an amount equal to its respective
                    participation, in Dollars and in same day funds, at the
                    Administrative Agent's Office, not later than 2:00 P.M. (New
                    York City time) on the Business Day notified by
                    Administrative Agent. If any Revolving Lender fails to make
                    available to Administrative Agent for the account 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 III.C.2, Administrative Agent
                    and/or 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

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<PAGE>

                    Subsection III.C.2 shall be deemed to prejudice the right of
                    any Revolving Lender to recover from any Issuing Lender any
                    amounts made available by such Revolving Lender to such
                    Issuing Lender pursuant to this Subsection III.C.2 if it is
                    determined by the final non-appealable 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 Issuing Lender constituted gross
                    negligence or willful misconduct on the part of such Issuing
                    Lender.

               b.   Distribution to Revolving Lenders of Reimbursements Received
                    From Borrower. If Administrative Agent for the account of
                    any Issuing Lender shall have been reimbursed by other
                    Revolving Lenders pursuant to Subsection III.C.2.a for all
                    or any portion of any drawing honored by such Issuing Lender
                    under a Letter of Credit issued by it, Administrative Agent
                    shall promptly distribute to each other Revolving Lender
                    that has paid all amounts payable by it under Subsection
                    III.C.2.a with respect to such honored drawing such other
                    Revolving Lender's Pro Rata Share of the Revolving Loan
                    Commitment of all payments subsequently received by
                    Administrative Agent for the account of such Issuing Lender
                    from Borrower in reimbursement of such honored drawing when
                    such payments are received. Any such distribution shall be
                    made to a Revolving Lender at its primary address set forth
                    below its name in the Register or at such other address or
                    such account as such Revolving Lender may request.

          3.   Interest on Amounts Paid Under Letters of Credit.

               a.   Payment of Interest by Borrower. Borrower agrees to pay to
                    Administrative Agent for the account of each Issuing Lender,
                    with respect to drawings honored under any Letters of Credit
                    issued by it, interest on the amount paid by such Issuing
                    Lender in respect of each such honored drawing from the date
                    a drawing is honored to but excluding the date such amount
                    is reimbursed by Borrower (including any such reimbursement
                    out of the proceeds of Revolving Loans pursuant to
                    Subsection III.C.1) 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 that is 2.00% 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
                    III.C.3.a shall be computed on the basis of a 365/366-day
                    year (as applicable), for the actual number of days elapsed
                    in the period during which it accrues and

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<PAGE>

                    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.

               b.   Distribution of Interest Payments by Administrative Agent.
                    Promptly upon receipt by Administrative Agent for the
                    account of any Issuing Lender of any payment of interest
                    pursuant to Subsection III.C.3.a with respect to a drawing
                    honored under a Letter of Credit issued by it, (a)
                    Administrative Agent shall distribute to each Revolving
                    Lender, out of the interest received by Administrative Agent
                    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 honored drawing
                    (including any such reimbursement out of the proceeds of
                    Revolving Loans pursuant to Subsection III.C.1), 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 III.B if no drawing had
                    been honored under such Letter of Credit, and (b) if such
                    Issuing Lender shall have been reimbursed by Revolving
                    Lenders pursuant to Subsection III.C.2.a for all or any
                    portion of such honored drawing, such Issuing Lender shall
                    pay to Administrative Agent for the account of each such
                    Revolving Lender that has paid all amounts payable by it
                    under Subsection III.C.2.a with respect to such honored
                    drawing such other Revolving Lender's Pro Rata Share of the
                    Revolving Loan Commitment of any interest received by such
                    Issuing Lender in respect of that portion of such honored
                    drawing so reimbursed by Revolving Lenders for the period
                    from the date on which such Issuing Lender was so reimbursed
                    by Revolving Lenders to but excluding the date on which such
                    portion of such honored drawing is reimbursed by Borrower.
                    Any such distribution shall be made to a Revolving Lender at
                    its primary address set forth in the Register or at such
                    other address as such Revolving Lender may request.

     D.   Obligations Absolute.
          --------------------

          The obligation of Borrower to reimburse each Issuing Lender (or
Administrative Agent for the account of such Issuing Lender) for drawings
honored under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to Subsection III.C.1 and the
obligations of Revolving Lenders under Subsection III.C.2.a shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances including any of the following
circumstances:

               a.   any lack of validity or enforceability of any Letter of
                    Credit;

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<PAGE>

               b.   the existence of any claim, set-off, defense or other right
                    which Borrower or any Revolving 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 or other Lender or any other
                    Person or, in the case of a Lender, against Borrower,
                    whether in connection with this Agreement, the transactions
                    contemplated herein or any unrelated transaction (including
                    any underlying transaction between Borrower or any of its
                    Subsidiaries and the beneficiary for which any Letter of
                    Credit was procured);

               c.   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;

               d.   payment by the applicable Issuing Lender 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;

               e.   any adverse change in the business, operations, properties,
                    assets, financial condition or prospects of Borrower or any
                    of its Subsidiaries;

               f.   any breach of this Agreement or any other Loan Document by
                    any party thereto;

               g.   any other circumstance or happening whatsoever, whether or
                    not similar to any of the foregoing; or

               h.   the fact that an Event of Default or a Potential Event of
                    Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final non-appealable judgment of a court of competent
jurisdiction).

     E.   Indemnification; Nature of Issuing Lenders' Duties.
          --------------------------------------------------

          F.   Indemnification. In addition to amounts payable as provided in
Subsection III.F, Borrower hereby agrees to protect, indemnify, pay and save
harmless Administrative Agent, Co-Lead Arrangers, each Issuing Lender and each
other Lender from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which such
Person may incur or be subject to as a consequence, direct or indirect, of (i)
the

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issuance or honoring of any Letter of Credit by such Issuing Lender, other than
as a result of (a) the gross negligence or willful misconduct of such Issuing
Lender as determined by a final non-appealable judgment of a court of competent
jurisdiction or (b) subject to the following clause (ii), the wrongful dishonor
by such Issuing Lender of a proper demand for payment made under any Letter of
Credit issued by it or (ii) the failure of such Issuing Lender to honor a
drawing under any such 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 (all such acts or omissions herein called "Governmental
Acts").

          1.   Nature of Issuing Lenders' Duties. As between Borrower and any
               Issuing Lender, Borrower assumes all risks of the acts and
               omissions of, or misuse of the Letters of Credit issued by such
               Issuing Lender by, the respective beneficiaries of such Letters
               of Credit. In furtherance and not in limitation of the foregoing,
               such Issuing Lender shall not 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, including any Governmental Acts,
               and none of the above shall affect or impair, or prevent the
               vesting of, any of such Issuing Lender's or any other Lender'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 III.E.1, any
action taken or omitted by any Issuing Lender 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 any other Lender under any resulting liability to Borrower.

          Notwithstanding anything to the contrary contained in this Subsection
III.E, Borrower shall retain any and all rights it may have against any Issuing
Lender for any liability to the extent arising out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final
non-appealable judgment of a court of competent jurisdiction.

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     F.   Increased Costs and Taxes Relating to Letters of Credit.
          -------------------------------------------------------

          Subject to the provisions of Subsection II.G.2 (which shall be
controlling with respect to the matters covered thereby), if any Issuing Lender
or Revolving Lender shall determine (which determination shall constitute prima
facie evidence of such matters) 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 Government Authority, in each case that becomes effective after the
date hereof, or compliance by any Issuing Lender or Revolving Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other Government Authority or quasi-Government Authority
(whether or not having the force of law):

               a.   subjects such Issuing Lender or Revolving Lender (or its
                    applicable lending or letter of credit office) to any
                    additional Tax (other than any Tax on the overall net income
                    of such Issuing Lender or Revolving Lender) with respect to
                    the issuing or maintaining of any Letters of Credit or the
                    purchasing or maintaining of any participations therein or
                    any other obligations under this III, whether directly or by
                    such being imposed on or suffered by any particular Issuing
                    Lender;

               b.   imposes, modifies or holds applicable any reserve (including
                    any marginal, emergency, supplemental, special or other
                    reserve), special deposit, compulsory loan, FDIC insurance
                    or similar requirement in respect of any Letters of Credit
                    issued by any Issuing Lender or participations therein
                    purchased by any Revolving Lender; or

               c.   imposes any other condition (other than with respect to a
                    Tax matter) on or affecting such Issuing Lender or Revolving
                    Lender (or its applicable lending or letter of credit
                    office) regarding this III or any Letter of Credit or any
                    participation therein;

          and the result of any of the foregoing is to increase the cost to such
Issuing Lender or Revolving Lender of agreeing to issue, issuing or maintaining
any Letter of Credit or agreeing to purchase, purchasing or maintaining any
participation therein or to reduce any amount received or receivable by such
Issuing Lender or Revolving Lender (or its applicable lending or letter of
credit office) with respect thereto; then, in any case, Borrower shall promptly
pay to such Issuing Lender or Revolving Lender, upon receipt of the statement
referred to in the next sentence, such additional amount or amounts as may be
necessary to compensate such Issuing Lender or Revolving Lender for any such
increased cost or reduction in amounts received or receivable hereunder. Such
Issuing Lender or Revolving Lender shall deliver to Borrower a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Issuing Lender or Revolving Lender under this
Subsection III.F, which statement shall constitute prima facie evidence of such
additional amounts.

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IV.  CONDITIONS TO LOANS AND LETTERS OF CREDIT

          The obligations of Lenders to make Loans and an Issuing Lender to
issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions.

     A.   Conditions to Tranche B Term Loans and Initial Revolving Loans.
          --------------------------------------------------------------

          The obligations of Lenders to make the Tranche B Term Loans and any
Revolving Loans to be made on the Closing Date are, in addition to the
conditions precedent specified in Subsection IV.B, subject to prior or
concurrent satisfaction of the following conditions:

          G.  Loan Party Documents. On or before the Closing Date, Borrower
shall, and shall cause each other Loan Party to, deliver to Administrative Agent
the following with respect to Borrower or such Loan Party, as the case may be,
each, unless otherwise noted, dated the Closing Date:

               a.   Copies of the Organizational Documents of such Loan Party,
                    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, each dated a recent date prior to the
                    Closing Date;

               b.   Resolutions of the Governing Body of each Loan Party
                    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;

               c.   Signature and incumbency certificates of the Officers of
                    each Loan Party executing the Loan Documents to which it is
                    a party;

               d.   Executed originals of the Loan Documents to which each Loan
                    Party is a party; and

               e.   Such other documents as Administrative Agent may reasonably
                    request.

          2.   No Material Adverse Effect. Since September 28, 2002, no Material
               Adverse Effect (in the sole opinion of Administrative Agent)
               shall have occurred.

          3.   Fees. Borrower shall have paid to Administrative Agent, for
               distribution (as appropriate) to Administrative Agent and
               Lenders, the fees payable on the Closing Date referred to in
               Subsection II.C.

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          4.   Corporate and Capital Structure, and Ownership. The corporate
               organizational structure, capital structure, ownership, and
               jurisdiction of organization of Borrower and its Subsidiaries
               shall be as set forth on Schedule 4.1D annexed hereto.

          5.   Representations and Warranties; Performance of Agreements.
               Borrower shall have delivered to Administrative Agent (for
               delivery to Lenders) an Officer's Certificate, in form and
               substance reasonably satisfactory to Administrative Agent, to the
               effect that the representations and warranties in V hereof 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 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 Borrower has
               performed in all material respects all agreements and satisfied
               all conditions which 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 Administrative
               Agent; provided that where a representation and warranty,
               covenant or condition is qualified as to materiality,
               such materiality qualifier shall be disregarded for purposes of
               this condition.

          6.   Financial Statements. On or before the Closing Date, Lenders
               shall have received from Borrower audited and unaudited financial
               statements of Borrower and its Subsidiaries.

          7.   Opinions of Counsel to Loan Parties. Lenders shall have received
               originally executed copies of one or more favorable written
               opinions of Orrick, Herrington & Sutcliffe LLP, counsel for
               Borrower and certain Subsidiary Guarantors, in form and substance
               reasonably satisfactory to Administrative Agent and its counsel,
               dated as of the Closing Date and setting forth substantially the
               matters in the opinions designated in Exhibit VII annexed hereto
               and as to such other matters as Administrative Agent acting on
               behalf of Lenders may reasonably request (this Credit Agreement
               constituting a written request by Borrower to such counsel to
               deliver such opinions to Lenders).

          8.   Solvency Assurances. On the Closing Date, Administrative Agent
               and Lenders shall have received an Officer's Certificate of
               Borrower dated the Closing Date, substantially in the form of
               Exhibit IX annexed hereto and with appropriate attachments,
               demonstrating that, after giving effect to the consummation of
               the transactions contemplated by the Loan Documents, Borrower and
               its Subsidiaries, taken as a whole, will be Solvent.

          9.   Evidence of Insurance. Administrative Agent shall have received a
               certificate from Borrower's insurance broker or other evidence
               satisfactory

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<PAGE>

               to it that all insurance required to be maintained pursuant to
               Subsection VI.D is in full force and effect and that
               Administrative Agent on behalf of Lenders has been named as
               additional insured and/or loss payee thereunder to the extent
               required under Subsection VI.D.

          10.  Necessary Governmental Authorizations and Consents; Expiration of
               Waiting Periods, Etc. Borrower shall have obtained all
               Governmental Authorizations and all consents of other Persons, in
               each case that are reasonably necessary in connection with the
               transactions contemplated by the Loan Documents and the continued
               operation of the business conducted by Borrower and its
               Subsidiaries in substantially the same manner as conducted by
               Borrower prior to the Closing Date. Each such Governmental
               Authorization or 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. 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.

          11.  [Reserved]

          12.  Security Interests in Personal and Mixed Property. To the extent
               not otherwise satisfied pursuant to Subsection IV.A.13,
               Administrative Agent shall have received evidence satisfactory to
               it that Borrower 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 (ii), (iii) and (iv) below) that may
               be reasonably necessary or, in the reasonable opinion of
               Administrative Agent, desirable in order to create in favor of
               Administrative Agent, for the benefit of Lenders, a valid and
               (upon such filing and recording) perfected First Priority Lien in
               the entire personal and mixed property Collateral, other than
               certain Intellectual Property. Such actions shall include the
               following:

               a.   Schedules to Collateral Documents. Delivery to
                    Administrative Agent of accurate and complete schedules to
                    all of the applicable Collateral Documents;

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               b.   Stock Certificates and Instruments. Delivery to
                    Administrative Agent of (a) certificates (which certificates
                    shall be accompanied by irrevocable undated stock powers,
                    duly endorsed in blank and otherwise satisfactory in form
                    and substance to Administrative Agent) representing all
                    Capital Stock evidenced by certificates pledged pursuant to
                    the Security Agreement and (b) all promissory notes or other
                    instruments (duly endorsed, where appropriate, in a manner
                    reasonably satisfactory to Administrative Agent) evidencing
                    any Collateral having a value in excess of $2,000,000;

               c.   Lien Searches and UCC Termination Statements. Delivery to
                    Administrative Agent of (a) the results of a recent search,
                    by a Person reasonably satisfactory to Administrative Agent,
                    of all effective UCC financing statements and fixture
                    filings and all judgment and tax lien filings which 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) authorization to file UCC
                    termination statements 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);

               d.   UCC Financing Statements and Fixture Filings. Delivery to
                    Administrative Agent of UCC financing statements and, where
                    appropriate, fixture filings, with respect to all personal
                    and mixed property Collateral of such Loan Party, for filing
                    in all jurisdictions as may be reasonably necessary or, in
                    the reasonable opinion of Administrative Agent, desirable to
                    perfect the security interests created in such Collateral
                    pursuant to the Collateral Documents;

               e.   PTO Terminations, Cover Sheets, Etc. Delivery to
                    Administrative Agent of (a) PTO termination statements duly
                    executed by all applicable Persons for filing in all
                    applicable jurisdictions as may be necessary to terminate
                    any effective PTO filings in respect of IP Collateral (other
                    than any such PTO filings in respect of Liens permitted to
                    remain outstanding pursuant to the terms of this Agreement),
                    and (b) all cover sheets or other documents or instruments
                    required to be filed with the PTO in order to create or
                    perfect Liens in respect of any copyrights and trademarks;

               f.   Opinions of Local Counsel. Delivery to Administrative Agent
                    of an opinion of counsel (which counsel shall be reasonably
                    satisfactory to Administrative Agent) under the laws of each
                    jurisdiction in which Borrower or any Material Subsidiary is

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<PAGE>

                    organized addressed to Administrative Agent and Lenders with
                    respect to the creation and perfection of the security
                    interests in favor of Administrative Agent in such
                    Collateral and such other matters governed by the laws of
                    such jurisdiction regarding such security interests as
                    Administrative Agent may reasonably request, in each case in
                    form and substance reasonably satisfactory to Administrative
                    Agent; and

               g.   Deposit Account Control Agreement. Delivery to
                    Administrative Agent of a Deposit Account Control Agreement
                    sufficient to perfect the security interests created in the
                    deposit accounts held at Banc of America Securities LLC
                    pursuant to the Collateral Documents.

          13.  Closing Date Mortgages; Closing Date Mortgage Policies; Etc.
               Administrative Agent shall have received from Borrower and each
               applicable Subsidiary Guarantor:

               a.   Closing Date Mortgages. Fully executed and notarized
                    Mortgages (each a "Closing Date Mortgage" and, collectively,
                    the "Closing Date Mortgages"), in proper form for recording
                    in all appropriate places in all applicable jurisdictions,
                    encumbering each Real Property Asset listed in Schedule 4.1M
                    annexed hereto (each a "Closing Date Mortgaged Property"
                    and, collectively, the "Closing Date Mortgaged Properties");

               b.   Opinions of Local Counsel. An opinion of counsel (which
                    counsel shall be reasonably satisfactory to Administrative
                    Agent) in Georgia and Wisconsin with respect to the
                    enforceability of the form(s) of Closing Date Mortgages to
                    be recorded in such state and such other matters as
                    Administrative Agent may reasonably request, in each case in
                    form and substance reasonably satisfactory to Administrative
                    Agent;

               c.   Title Insurance. (a) ALTA mortgagee title insurance policies
                    or unconditional commitments therefor (the "Closing Date
                    Mortgage Policies") issued by the Title Company with respect
                    to the Closing Date Mortgaged Properties listed in Part A of
                    Schedule 4.1M annexed hereto, in amounts not less than the
                    respective amounts designated therein with respect to any
                    particular Closing Date Mortgaged Properties, insuring fee
                    simple title to, or a valid leasehold interest in, each such
                    Closing Date Mortgaged Property vested in such Loan Party
                    and assuring Administrative Agent that the applicable
                    Closing Date Mortgages create valid and enforceable First
                    Priority mortgage Liens on the respective Closing Date
                    Mortgaged Properties encumbered thereby, which Closing

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                    Date Mortgage Policies (1) shall include the following
                    endorsements to the extent available in the states where the
                    Closing Date Mortgaged Properties are located:
                    comprehensive, mechanics' lien, variable rate, street
                    address, separate tax lot, survey, contiguity, zoning (ALTA
                    3.1), street access, usury, subdivision map act, revolving
                    credit, tie-in, creditors' rights, doing business, first
                    loss and last dollar and any other matters reasonably
                    requested by Administrative Agent and (2) shall provide for
                    affirmative insurance and such reinsurance as Administrative
                    Agent may reasonably request, all of the foregoing in form
                    and substance reasonably satisfactory to Administrative
                    Agent; and (b) evidence reasonably satisfactory to
                    Administrative Agent that such Loan Party has (i) delivered
                    to the Title Company all certificates and affidavits
                    required by the Title Company in connection with the
                    issuance of the Closing Date Mortgage Policies and (ii) paid
                    to the Title Company or to the appropriate governmental
                    authorities all expenses and premiums of the Title Company
                    in connection with the issuance of the Closing Date Mortgage
                    Policies and all recording and stamp taxes (including
                    mortgage recording and intangible taxes) payable in
                    connection with recording the Closing Date Mortgages in the
                    appropriate real estate records;

               d.   Title Reports. With respect to each Closing Date Mortgaged
                    Property listed in Part B of Schedule 4.1M annexed hereto, a
                    title report issued by the Title Company with respect
                    thereto, dated not more than 30 days prior to the Closing
                    Date and satisfactory in form and substance to
                    Administrative Agent;

               e.   Copies of Documents Relating to Title Exceptions. Copies of
                    all recorded documents listed as exceptions to title or
                    otherwise referred to in the Closing Date Mortgage Policies
                    or in the title reports delivered pursuant to Subsection
                    IV.A.13.d;

               f.   Surveys. Any surveys for the Closing Date Mortgaged
                    Properties to the extent currently in the possession of
                    Borrower or its Subsidiaries;

               g.   Matters Relating to Flood Hazard Properties. (a) Evidence,
                    which may be in the form of a letter from an insurance
                    broker or a municipal engineer, as to whether (1) any
                    Closing Date Mortgaged Property is a Flood Hazard Property
                    and (2) the community in which any such Flood Hazard
                    Property is located is participating in the National Flood
                    Insurance Program, (b) if there are any such Flood Hazard
                    Properties, such Loan Party's written acknowledgement of
                    receipt of written notification from

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<PAGE>

                    Administrative Agent (1) as to the existence of each such
                    Flood Hazard Property and (2) as to whether the community in
                    which each such Flood Hazard Property is located is
                    participating in the National Flood Insurance Program, and
                    (c) if any such Flood Hazard Property is located in a
                    community that participates in the National Flood Insurance
                    Program, evidence that Borrower has obtained flood insurance
                    in respect of such Flood Hazard Property to the extent
                    required under the applicable regulations of the Board of
                    Governors of the Federal Reserve System; and

               h.   Environmental Indemnity. The Environmental Indemnity
                    Agreement, satisfactory in form and substance to
                    Administrative Agent and its counsel, with respect to the
                    indemnification of Administrative Agent and Lenders for any
                    liabilities that may be imposed on or incurred by any of
                    them as a result of any Hazardous Materials Activity.

          14.  Matters Relating to Existing Indebtedness of Borrower and its
               Subsidiaries.

               a.   Termination of Existing Credit Agreements and Related Liens;
                    Existing Letters of Credit. On the Closing Date, Borrower
                    and its Subsidiaries shall have (a) repaid in full all
                    Indebtedness outstanding under the Existing Credit Agreement
                    (the aggregate principal amount of which Indebtedness shall
                    not exceed $175,000,000), (b) terminated any commitments to
                    lend or make other extensions of credit thereunder, (c)
                    delivered to Administrative Agent all documents or
                    instruments necessary to release all Liens securing
                    Indebtedness or other obligations of Borrower and its
                    Subsidiaries thereunder, and (d) made arrangements
                    reasonably satisfactory to Administrative Agent with respect
                    to the cancellation of any letters of credit outstanding
                    thereunder or the provision of cash collateral or the
                    issuance of Letters of Credit to support the obligations of
                    Borrower and its Subsidiaries with respect thereto.

               b.   Existing Indebtedness to Remain Outstanding. Administrative
                    Agent shall have received an Officer's Certificate of
                    Borrower stating that, after giving effect to the
                    transactions described in this Subsection IV.A.14, the
                    Indebtedness of Loan Parties (other than Indebtedness under
                    the Loan Documents) shall consist of (a) the Senior
                    Subordinated Notes issued pursuant to the Senior
                    Subordinated Indenture, (b) the aggregate principal amount
                    set forth on Part I of Schedule 7.1 of outstanding
                    Indebtedness described in Part I of Schedule 7.1 annexed
                    hereto and (c) Indebtedness in an aggregate amount not to
                    exceed the amount

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<PAGE>

                    set forth on Part II of Schedule 7.1 in respect of Capital
                    Leases described in Part II of Schedule 7.1 annexed hereto.
                    The terms and conditions of all such Indebtedness shall be
                    in form and in substance reasonably satisfactory to
                    Administrative Agent.

          15.  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 Administrative Agent, acting on
               behalf of Lenders, and its counsel shall be satisfactory in form
               and substance to Administrative Agent and such counsel, and
               Administrative Agent and such counsel shall have received all
               such counterpart originals or certified copies of such documents
               as Administrative Agent may reasonably request.

          16.  No Disruption of Financial Markets. There shall have not occurred
               any material adverse change in the financial markets, as
               determined by Administrative Agent in its sole discretion.

          17.  Minimum Consolidated EBITDA; Maximum Consolidated Total Leverage
               Ratio. On the Closing Date, Administrative Agent shall have
               received an Officers' Certificate executed by the chief financial
               officer of Borrower, dated the Closing Date, with appropriate
               attachments, demonstrating that, after giving effect to the
               transactions contemplated by this Agreement, (i) Consolidated
               EBITDA for the twelve month period ending on the Closing Date is
               not less than $83,000,000, and (ii) the Consolidated Total
               Leverage Ratio does not exceed 3.10:1.00.

          18.  OFAC Compliance. Administrative Agent shall have received an
               Officer's Certificate of Borrower dated the Effective Date,
               substantially in the form of Exhibit XVI annexed hereto,
               certifying that neither the Borrower nor any of its Affiliates is
               on the SDN List and the performance by Administrative Agent of
               its duties under this Agreement or any other Loan Document with
               respect to Borrower or its Affiliates does not violate the
               Executive Order, the USA Patriot Act of 2001 or the United States
               Foreign Corrupt Practices Act of 1977.

     B.   Conditions to All Loans.
          -----------------------

          The obligations of Lenders to make Loans on each Funding Date are
subject to the following further conditions precedent:

          H.  Administrative Agent shall have received before that Funding Date,
in accordance with the provisions of Subsection II.A.2, an originally executed
Notice of Borrowing, in each case signed by a duly authorized Officer of
Borrower.

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<PAGE>

          1.   As of that Funding Date:

               a.   The representations and warranties contained herein and in
                    the other Loan Documents shall be true, correct and complete
                    in all material respects on and as of that Funding Date to
                    the same extent as though made on and as of that date,
                    except to the extent such representations and warranties
                    specifically relate to an earlier date, in which case such
                    representations and warranties shall have been true, correct
                    and complete in all material respects on and as of such
                    earlier date; provided, that where a representation and
                    warranty is already qualified as to materiality, such
                    materiality qualifier shall be disregarded for purposes of
                    this condition;

               b.   No event shall have occurred and be continuing or would
                    result from the consummation of the borrowing contemplated
                    by such Notice of Borrowing and the application of proceeds
                    thereof that would constitute an Event of Default or a
                    Potential Event of Default;

               c.   Each Loan Party shall have performed in all material
                    respects all agreements and satisfied all conditions which
                    this Agreement provides shall be performed or satisfied by
                    it on or before that Funding Date;

               d.   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;

               e.   The making of the Loans requested on such Funding Date shall
                    not violate any law including Regulation T, Regulation U or
                    Regulation X of the Board of Governors of the Federal
                    Reserve System;

               f.   There shall not be pending or, to the knowledge of Borrower,
                    threatened, any action, suit, proceeding, governmental
                    investigation or arbitration against or affecting Borrower
                    or any of its Subsidiaries or any property of Borrower or
                    any of its Subsidiaries that has not been disclosed by
                    Borrower in writing pursuant to Subsection V.F or VI.A.h
                    prior to the making of the last preceding Loans (or, in the
                    case of the initial Loans, prior to the execution of this
                    Agreement), and there shall have occurred no development not
                    so disclosed in any such action, suit, proceeding,
                    governmental investigation or arbitration so disclosed,
                    that, in either event, in the reasonable opinion of
                    Administrative Agent or of Requisite Lenders, could
                    reasonably be expected to have a Material Adverse Effect;
                    and no injunction or other restraining order shall have been
                    issued and no hearing to cause an injunction or other
                    restraining

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<PAGE>

                    order to be issued shall be pending or noticed with respect
                    to any action, suit or proceeding seeking to enjoin or
                    otherwise prevent the consummation of, or to recover any
                    damages or obtain relief as a result of, the transactions
                    contemplated by this Agreement or the making of Loans
                    hereunder; and

               g.   Borrower shall have delivered such other certificates or
                    documents that Administrative Agent shall reasonably
                    request, in form and substance reasonably satisfactory to
                    Administrative Agent.

     C.   Conditions to Letters of Credit.
          -------------------------------

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

          I.  On or before the date of issuance of the initial Letter of Credit
pursuant to this Agreement, the initial Loans shall have been made.

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

          2.   On the date of issuance of such Letter of Credit, all conditions
               precedent described in Subsection IV.B.1 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.

V.   BORROWER'S REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Agreement and to make
the Loans, to induce Issuing Lenders to issue Letters of Credit and to induce
other Lenders to purchase participations therein, Borrower represents and
warrants to each Lender, on the date of this Agreement, on each Funding Date and
on the date of issuance of each Letter of Credit, and the renewal of any Letter
of Credit hereunder that the following statements are true, correct and
complete:

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     A.   Organization, Powers, Qualification, Good Standing, Business and
          ----------------------------------------------------------------
          Subsidiaries.
          ------------

          J.  Organization and Powers. Each Loan Party is a corporation 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
Loan Party has all requisite corporate 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.

          1.   Qualification and Good Standing. Each Loan Party 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.

          2.   Conduct of Business. Borrower and its Subsidiaries are engaged
               only in the businesses permitted to be engaged in pursuant to
               Subsection VII.M.

          3.   Subsidiaries. All of the Subsidiaries of Borrower 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 VI.A.m. The
               Capital Stock of Borrower and each of the Subsidiaries of
               Borrower 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. Each of the Subsidiaries of Borrower identified in
               Schedule 5.1 annexed hereto (as so supplemented) is a corporation
               duly organized, validly existing and in good standing under the
               laws of its respective jurisdiction of organization set forth
               therein, has all requisite power and authority to own and operate
               its properties and 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, and 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, in
               each case except where failure to be so qualified or in good
               standing or a lack of such power and authority has not had and
               could not reasonably be expected to result in a Material Adverse
               Effect. Schedule 5.1 annexed hereto (as so supplemented)
               correctly sets forth the ownership interest of Borrower and each
               of its Subsidiaries in each of the Subsidiaries of Borrower
               identified therein.

                                       84

<PAGE>

     B.   Authorization of Borrowing, etc.
          -------------------------------

          K.  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.

          1.   No Conflict. The execution, delivery and performance by Loan
               Parties 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 the
               Organizational Documents of Borrower or any of its Subsidiaries,
               (ii) violate any provision of any law or any governmental rule or
               regulation applicable to Borrower or any of its Subsidiaries, or
               any order, judgment or decree of any court or other Government
               Authority binding on Borrower or any of its Subsidiaries, in each
               case the violation of which could reasonably be expected to have
               a Material Adverse Effect, (iii) 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 Borrower or
               any of its Subsidiaries, in each case the violation of which
               could reasonably be expected to have a Material Adverse Effect,
               (iv) result in or require the creation or imposition of any Lien
               upon any of the properties or assets of Borrower or any of its
               Subsidiaries (other than any Liens created under any of the Loan
               Documents in favor of Administrative Agent on behalf of Lenders),
               (v) require any approval of stockholders or any approval or
               consent of any Person under any Contractual Obligation of
               Borrower or any of its Subsidiaries, except for such approvals or
               consents which will be obtained on or before the Closing Date and
               disclosed in writing to Lenders, (vi) other than as specifically
               mentioned in clauses (i) through (v) above, conflict with, result
               in a breach of or constitute (with due notice or lapse of time or
               both) a default under any other contractual obligation of
               Borrower or any of its Subsidiaries, which conflicts, breaches or
               defaults, individually or in the aggregate, could reasonably be
               expected to have a Material Adverse Effect or (vii) otherwise
               impose any liability upon Administrative Agent or any Lenders.

          2.   Governmental Consents. The execution, delivery and performance by
               Loan Parties 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 registration with, consent
               or approval of, or notice to, or other action to, with or by, any
               Government Authority the failure of which to obtain could
               reasonably be expected to have a Material Adverse Effect.

          3.   Binding Obligation. Each of the Loan Documents has been duly
               executed and delivered by each Loan Party that is a party thereto
               and is the legally valid and binding obligation of such Loan
               Party, enforceable

                                       85

<PAGE>

               against such Loan Party 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.

          4.   Compliance with Laws. Borrower and its Subsidiaries are in
               compliance with all presently existing applicable statutes, laws,
               regulations, rules, ordinances and orders of any kind whatsoever
               (including, without limitation, any zoning and building laws or
               ordinances, subdivision laws or ordinances, any Environmental
               Laws or any presently existing rules, regulations or orders of
               any Government Authority), and with all present existing
               covenants and restrictions of record relating to the use and
               occupancy of any of their respective properties, except where the
               failure to so comply could not reasonably be expected to result
               in a Material Adverse Effect.

     C.   Financial Condition.
          -------------------

          Borrower has heretofore delivered to Lenders, at Lenders' request, the
financial statements and information required to be delivered pursuant to
Subsection IV.A.6. All such statements other than pro forma financial statements
were prepared in conformity with GAAP and fairly present, 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. No
Loan Party 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 VI.A or the notes thereto and that, in any such case, is material
in relation to the business, operations, properties, assets, financial condition
or prospects of Borrower or any of its Subsidiaries.

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

          Since September 28, 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. Since September 28, 2002, neither Borrower 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 VII.E.

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

          L.  Title to Properties; Liens. Borrower and its Subsidiaries have (i)
good, sufficient and legal title to (in the case of fee interests in real
property), (ii) valid leasehold

                                       86

<PAGE>

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 V.C or in the most recent financial statements
delivered pursuant to Subsection VI.A, 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 VII.G. Except as permitted
by this Agreement, all such properties and assets are free and clear of Liens.

          1.   Real Property. As of the Closing Date, Schedule 5.5B annexed
               hereto contains a true, accurate and complete list of (i) all fee
               interests in any Real Property Assets and (ii) all leases,
               subleases or assignments of leases (together with all amendments,
               modifications, supplements, renewals or extensions of any
               thereof) affecting each Real Property Asset, regardless of
               whether a Loan Party is the landlord or tenant (whether directly
               or as an assignee or successor in interest) under such lease,
               sublease or assignment. Each agreement listed in Schedule 5.5B
               pursuant to clause (ii) of the immediately preceding sentence is
               in full force and effect, there is no default by any Loan Party
               thereunder, and Borrower does not have knowledge of any default
               that has occurred and is continuing thereunder, and each such
               agreement constitutes the legally valid and binding obligation of
               each applicable Loan Party, enforceable against such Loan Party
               in accordance with its terms, except as enforcement 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. If
               Borrower or any of its Subsidiaries acquires any additional Real
               Property Assets after the Closing Date, Borrower shall deliver an
               updated Schedule 5.5B.

          2.   Intellectual Property. As of the Closing Date, Borrower and its
               Subsidiaries own or have the right to use all Intellectual
               Property necessary to the conduct of their business, except where
               the failure to own or have such right to use, individually or in
               the aggregate could not reasonably be expected to result in a
               Material Adverse Effect. No claim has been asserted and is
               pending and served 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
               Borrower know of any valid basis for any such claim except for
               such claims that individually or in the aggregate could not
               reasonably be expected to result in a Material Adverse Effect.
               The use of such Intellectual Property by Borrower and its
               Subsidiaries does not infringe on the rights of any Person,
               except for such claims and infringements that, individually or in
               the aggregate, could not reasonably be expected to result in a
               Material Adverse Effect. All federal and state and all foreign
               registrations of and applications for Intellectual Property, and
               all unregistered Intellectual

                                       87

<PAGE>

               Property, that are owned or licensed by Borrower or any of its
               Subsidiaries on the Closing Date are described on Schedule 5.5C
               annexed hereto.

     F.   Litigation; Adverse Facts.
          -------------------------

          1.   Proceedings, Investigations and Violations.

          Except as set forth in Borrower's Form 10-K dated as of September 28,
2002 and Form 10-Q dated as of December 28, 2002, there are no Proceedings
(whether or not purportedly on behalf of Borrower 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
Borrower or any of its Subsidiaries, threatened against or affecting Borrower or
any of its Subsidiaries or any property of Borrower or any of its Subsidiaries
and that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. Neither Borrower nor any of its
Subsidiaries (i) is in violation of any applicable laws (including Environmental
Laws) that, individually or in the aggregate, could 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, could reasonably be expected to result in a Material Adverse
Effect.

          2.   Land Use Proceedings. As of the Closing Date, there are no
               pending condemnation, zoning or other land use Proceedings or
               special assessment Proceedings with respect to the Real Property
               Assets or the use thereof, and neither Borrower nor any of its
               Subsidiaries has received written notice from any Government
               Authority threatening any such Proceeding. After the Closing
               Date, there are no pending condemnation, zoning or other land use
               Proceedings or special assessment Proceedings with respect to the
               Real Property Assets or the use thereof that could reasonably be
               expected to result in a Material Adverse Effect, and neither
               Borrower nor any of its Subsidiaries has received written notice
               from any Government Authority threatening any such proceeding. No
               Loan Party has entered into any agreements or commitments with
               any Government Authority that will be binding on the Real
               Property Assets after the Closing Date and that would (i)
               materially affect the operations of or the entitlements
               applicable to such property, (ii) require the owner of such
               property to make improvements to such property or make
               dedications or off-site improvements for the benefit of adjoining
               properties, or (iii) make additional expenditures with respect to
               the operation of the Real Property Assets.

     G.   Payment of Taxes.
          ----------------

          Except to the extent permitted by Subsection VI.C, all tax returns and
reports of Borrower and its 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

                                       88

<PAGE>

governmental charges upon Borrower and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises that are due
and payable have been paid when due and payable, except for such taxes (i) which
are not yet delinquent or (ii) that are being contested in good faith and by
proper proceedings, and against which adequate reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor. Borrower knows of no proposed tax assessment against
Borrower or any of its Subsidiaries that is not being actively contested by
Borrower or such Subsidiary in good faith and by appropriate proceedings.

     H.   Performance of Agreements; Materially Adverse Agreements; Material
          ------------------------------------------------------------------
          Contracts.
          ---------

          M.  Neither Borrower nor any of its 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, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

          1.   Neither Borrower nor any of its Subsidiaries is a party to or is
               otherwise subject to any agreements or instruments or any charter
               or other internal restrictions or any provision of any applicable
               law, rule or regulation which, individually or in the aggregate,
               could reasonably be expected to result in a Material Adverse
               Effect.

     I.   Governmental Regulation; OFAC; Patriot Act; Foreign Corrupt Practices
          ---------------------------------------------------------------------
          Act.
          ---

          1.   Governmental Regulation. Neither Borrower 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 that may
               limit its ability to incur Indebtedness or that may otherwise
               render all or any portion of the Obligations unenforceable.

          2.   OFAC. Neither the extensions of credit to Borrower hereunder nor
               the use of the respective proceeds thereof, shall cause
               Administrative Agent or any Lender to violate the U.S. Bank
               Secrecy Act, as amended, and any applicable regulations
               thereunder or any of the sanctions programs administered by the
               U.S. Department of the Treasury's Office of Foreign Assets
               Control ("OFAC") of the United States Department of Treasury, any
               regulations promulgated thereunder by OFAC or under any
               affiliated or successor governmental or quasi-governmental
               office, bureau or agency and any enabling legislation or
               executive order relating thereto. Without limiting the foregoing,
               neither Borrower nor any of its Affiliates (a) is or will become
               a person whose property or interests in property are blocked

                                       89

<PAGE>

               or subject to blocking pursuant to Section 1 of Executive Order
               13224 of September 23, 2001 Blocking Property and Prohibiting
               Transactions With Persons Who Commit, Threaten to Commit, or
               Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive
               Order"), (b) engages or will engage in any dealings or
               transactions prohibited by Section 2 of the Executive Order, or
               be otherwise associated with any such person in any manner
               violative of Section 2, or (c) is or will otherwise become a
               person on the list of Specially Designated Nationals and Blocked
               Persons ("SDN List") or subject to the limitations or
               prohibitions under any other OFAC regulation or executive order
               ("Prohibited Persons").

          3.   Patriot Act; Foreign Corrupt Practices Act. Borrower and each of
               its Subsidiaries are in compliance, in all material respects,
               with the Uniting And Strengthening of America By Providing the
               Appropriate Tools Required To Intercept And Obstruct Terrorism
               Act of 2001 (the "USA Patriot Act of 2001"). No part of the
               extensions of credit hereunder will be used, directly or
               indirectly, for any payments to any governmental official or
               employee, political party, official of a political party,
               candidate for political office, or anyone else acting in an
               official capacity, in order to obtain, retain or direct business
               or obtain any improper advantage, in violation of the United
               States Foreign Corrupt Practices Act of 1977, as amended.

     J.   Securities Activities.
          ---------------------

          N.  Neither Borrower 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.

          1.   Following application of the proceeds of each Loan, not more than
               twenty-five percent (25%) of the value of the assets (either of
               Borrower only or of Borrower and its Subsidiaries on a
               consolidated basis) subject to the provisions of Subsection
               VII.B and VII.G or subject to any restriction contained in any
               agreement or instrument, between Borrower and any Lender or any
               Affiliate of any Lender, relating to Indebtedness and within the
               scope of Subsection VII.B,will be Margin Stock.

     K.   Employee Benefit Plans.
          ----------------------

          O.  Borrower, each of its Subsidiaries and each of their respective
ERISA Affiliates are in substantial 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.

                                       90

<PAGE>

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

          2.   Except to the extent required under Section 4980B of the Internal
               Revenue Code and except for certain selling shareholders of
               Kaytee Products, Inc. who participate in Borrower's health care
               plans pursuant to the terms of the sale of Kaytee Products, Inc.
               to Borrower, no Employee Benefit Plan provides health or welfare
               benefits (through the purchase of insurance or otherwise) for any
               retired or former employee of Borrower, any of its Subsidiaries
               or any of their respective ERISA Affiliates.

          3.   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), does not exceed $1,000,000.

          4.   No Borrower, Subsidiary or any of their respective ERISA
               Affiliates contributes to any Multiemployer Plan. As of the most
               recent valuation date for each Multiemployer Plan to which
               Borrower, its Subsidiaries or their respective ERISA Affiliates
               has contributed within the past five years (and for which the
               actuarial report is available), the potential liability of
               Borrower, its Subsidiaries and their respective ERISA Affiliates
               for a complete withdrawal from all such Multiemployer Plans
               (within the meaning of Section 4203 of ERISA), based on
               information available pursuant to Section 4221(e) of ERISA, does
               not exceed $1,000,000.

     L.   Certain Fees.
          ------------

          No broker's or finder's fee or commission will be payable by any Loan
Party with respect to this Agreement or any of the transactions contemplated by
the Loan Documents, and Borrower hereby indemnifies Administrative Agent,
Co-Lead Arrangers, Co-Syndication Agents and Lenders against, and agrees that it
will hold Administrative Agent, Co-Lead Arrangers, Co-Syndication Agents and
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.

     M.   Environmental Protection.
          ------------------------

          Except as set forth in Schedule 5.13 annexed hereto:

               a.   (x) neither Borrower 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 any Environmental Law,
                    any Environmental Claim, or any Hazardous Materials Activity
                    and (y) none of

                                       91

<PAGE>

                    Borrower's or its Subsidiaries' respective Facilities are
                    subject to any outstanding written order, consent decree or
                    settlement agreement with any Person relating to any
                    Environmental Law, any Environmental Claim, or any Hazardous
                    Materials Activity arising from Borrower's or any of its
                    Subsidiaries' activities or operations;

               b.   neither Borrower 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.Section 9604) or any comparable
                    state law;

               c.   there are and, to Borrower's knowledge, have been no
                    conditions, occurrences, or Hazardous Materials Activities
                    that could reasonably be expected to form the basis of an
                    Environmental Claim against Borrower or any of its
                    Subsidiaries;

               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. Nothing in
                    this Subsection M to the contrary, no event or condition has
                    occurred or is occurring with respect to Borrower or any of
                    its Subsidiaries relating to any Environmental Law, any
                    Release of Hazardous Materials, or any Hazardous Materials
                    Activity, which individually or in the aggregate could
                    reasonably be expected to have a Material Adverse Effect;

               e.   to Borrower's and each of its Subsidiary's knowledge, all
                    Real Property Assets and all operations of Borrower and its
                    Subsidiaries are in compliance, and have in the last five
                    years been in compliance, with Environmental Laws; and

               f.   no judicial proceeding or action by any Government Authority
                    is pending, or to the knowledge of Borrower and each of its
                    Subsidiaries, threatened, under any Environmental Law to
                    which Borrower or any of its Subsidiaries is or will be
                    named as a party.

     Notwithstanding anything in this Subsection M to the contrary, no event or
condition has occurred or is occurring with respect to Borrower or any of its
Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity, including any matter disclosed
on Schedule 5.13 annexed hereto, which individually or in the aggregate has had
or could reasonably be expected to have a Material Adverse Effect or could
reasonably be expected to impose any liability on the Lenders, Administrative
Agent or Co-Lead Arrangers.

                                       92

<PAGE>

     N.   Employee Matters.
          ----------------

          There are no collective bargaining agreements covering the employees
of Borrower and its Subsidiaries except as set forth on Schedule 5.14. There is
no strike or work stoppage in existence or threatened involving Borrower or any
of its Subsidiaries that could reasonably be expected to result in a Material
Adverse Effect, and there are no strikes or walkouts in progress, pending or to
Borrower's knowledge contemplated relating to any labor contracts to which
Borrower or any of its Subsidiaries is a party, relating to any labor contracts
being negotiated, or otherwise.

     O.   Solvency.
          --------

          Each Loan Party is and, upon the incurrence of any Obligations by such
Loan Party on any date on which this representation is made, will be, Solvent.
Borrower and its Subsidiaries taken as a whole are and, upon the incurrence of
any Obligations by Borrower and its Subsidiaries taken as a whole on any date on
which this representation is made, will be, Solvent.

     P.   Matters Relating to Collateral.
          ------------------------------

          P. Creation, Perfection and Priority of Liens. The execution and
delivery of the Collateral Documents by Loan Parties, together with (i) the
actions taken on or prior to the date hereof pursuant to Subsections IV.A.12,
IV.A.13, VI.H and VI.I and the filing of any UCC financing statements and/or
amendments and PTO filings and/or amendments delivered to Administrative Agent
for filing and (ii) the delivery to Administrative Agent of any Pledged
Collateral not delivered to Administrative 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 Administrative 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 reasonably necessary or reasonably desirable to perfect and maintain the
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 Administrative 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 Administrative Agent.

          1.   Governmental Authorizations. No Governmental Authorization 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
               Administrative Agent for the benefit of Lenders pursuant to any
               of the Collateral Documents or (ii) the exercise by
               Administrative 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 1.1P and except as may be required, in connection with
               the disposition of any

                                       93

<PAGE>

               Pledged Collateral, by laws generally affecting the offering and
               sale of securities.

          2.   Absence of Third-Party Filings. Except such as may have been
               filed in favor of Administrative Agent for the benefit of Lenders
               as contemplated by Subsection 1.1P and for Permitted Encumbrances
               and to evidence permitted lease obligations and other Liens
               permitted pursuant to Subsection VII.B, (i) 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 and (ii) no effective filing
               covering all or any part of the IP Collateral is on file in the
               PTO.

          3.   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.

          4.   Information Regarding Collateral. All information supplied to
               Administrative 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. Neither Borrower nor any of
               its Subsidiaries nor any other Loan Party has within the six year
               period immediately preceding the date of this Agreement changed
               its name, been the surviving entity of a merger or consolidation,
               or acquired all or substantially all of the assets of any Person.

     Q.   Disclosure.
          ----------

          No representation or warranty of Borrower or any of its Subsidiaries
contained in the Confidential Information Memorandum or in any Loan Document or
in any other document, certificate or written statement furnished to Lenders by
or on behalf of Borrower or any of its Subsidiaries for use in connection with
the transactions contemplated by this Agreement contains any untrue statement of
a material fact or omits to state a material fact (known to Borrower, 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. Any projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by Borrower to be reasonable at the time
made, it being recognized by 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.
There are no facts known (or which should upon the reasonable exercise of
diligence be known) to Borrower (other than matters of a general economic
nature) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect and that have not been disclosed herein or
in such other documents, certificates and statements furnished to Lenders for
use in connection with the transactions contemplated hereby.

                                       94

<PAGE>

     R.   Subordinated Indebtedness.
          -------------------------

     The Senior Subordinated Notes have been issued in accordance with the
Senior Subordinated Note Indenture. The subordination provisions of the Senior
Subordinated Notes and the Senior Subordinated Note Indenture are enforceable
against the holders thereof. On the Closing Date, each of the representations
and warranties made in the Senior Subordinated Note Indenture by Borrower is
true and correct in all material respects, except for representations or
warranties therein that relate to a particular date, and with regard to such
representations and warranties, the same were true and correct as of such date.
The Obligations constitute "Senior Debt" and "Designated Senior Debt" under the
Senior Subordinated Note Indenture, and constitute senior indebtedness that is
entitled to the benefits of the subordination provisions, if any, of all
Indebtedness of Borrower and its Subsidiaries.

     S.   Mortgage Taxes, Etc.
          -------------------

          All mortgage, note, transfer, documentary, stamp, intangible and other
similar taxes and impositions which may be required to be paid in connection
with the Loans, the Mortgages and the other Loan Documents have been (or
concurrently with the closing of the Loans and recording of the Mortgages, will
be) paid in full by Borrower.

     T.   Proceeds of Loans.
          -----------------

          The proceeds of the Loans will be used solely by Borrower for the
purposes set forth in Section 2.5.

VI.  BORROWER'S AFFIRMATIVE COVENANTS

          Borrower 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, unless Requisite Lenders shall otherwise give prior written consent,
Borrower shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this VI.

     A.   Financial Statements and Other Reports.
          --------------------------------------

          Borrower 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 financial statements in
conformity with GAAP. Borrower will deliver to Administrative Agent and Lenders:

               a.   Quarterly Financials: as soon as available and in any event
                    within 45 days after the end of each of the first three
                    Fiscal Quarters of each Fiscal Year, (a) the consolidated
                    balance sheet of Borrower and its Subsidiaries as at the end
                    of such Fiscal Quarter and the related consolidated
                    statements of income, stockholders' equity and cash flows of
                    Borrower and its Subsidiaries for such Fiscal

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                    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 Borrower that they fairly present, in all
                    material respects, the financial condition of Borrower 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 Borrower and its Subsidiaries
                    in the form prepared for presentation to senior management
                    for such Fiscal Quarter and for the period from the
                    beginning of the then current Fiscal Year to the end of such
                    Fiscal Quarter;

               b.   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 sheet of Borrower and its Subsidiaries
                    as at the end of such Fiscal Year and the related
                    consolidated statements of income, stockholders' equity and
                    cash flows of Borrower 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
                    Borrower that they fairly present, in all material respects,
                    the financial condition of Borrower 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 Borrower and
                    its Subsidiaries in the form prepared for presentation to
                    senior management for such Fiscal Year, and (c) in the case
                    of such consolidated financial statements, a report thereon
                    of a nationally recognized accounting firm or other
                    independent certified public accountants of recognized
                    national standing selected by Borrower and reasonably
                    satisfactory to Administrative Agent, which report shall be
                    unqualified, shall express no doubts about the ability of
                    Borrower 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 Borrower 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

                                       96

<PAGE>

                    in connection with such consolidated financial statements
                    has been made in accordance with generally accepted auditing
                    standards;

               c.   Officer and Compliance Certificates: together with each
                    delivery of financial statements of Borrower and its
                    Subsidiaries pursuant to subdivisions (i) and (ii) above,
                    (a) an Officer's Certificate of Borrower 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
                    Borrower 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
                    Borrower 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 VII, in each case to the extent
                    compliance with such restrictions is required to be tested
                    at the end of the applicable accounting period;

               d.   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 V.C, the consolidated financial statements of
                    Borrower and its Subsidiaries delivered pursuant to
                    subdivisions (i), (ii) or (xi) of this Subsection VI.A 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 (i), (ii) or (xi) of this Subsection VI.A
                    following such change, consolidated financial statements of
                    Borrower 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 (i), (ii) or (xi) of this
                    Subsection VI.A following such change, if required pursuant
                    to Subsection I.B, a written statement of the chief
                    accounting officer

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<PAGE>

                    or chief financial officer of Borrower setting forth the
                    differences (including any differences that would affect any
                    calculations relating to the financial covenants set forth
                    in Subsection VII.F) which would have resulted if such
                    financial statements had been prepared without giving effect
                    to such change;

               e.   Accountants' Certification: together with each delivery of
                    consolidated financial statements of Borrower and its
                    Subsidiaries pursuant to subdivision (ii) 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, (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, and (c) stating that based on
                    their audit examination nothing has come to their attention
                    that causes them to believe either or both that the
                    information contained in the certificates delivered
                    therewith pursuant to subdivision (iii) above is not correct
                    or that the matters set forth in the Compliance Certificate
                    delivered therewith pursuant to clause (b) of subdivision
                    (iii) above for the applicable Fiscal Year are not stated in
                    accordance with the terms of this Agreement;

               f.   Accountants' Reports: promptly upon receipt thereof (unless
                    restricted by applicable professional standards), copies of
                    all reports submitted to Borrower by independent certified
                    public accountants in connection with each annual, interim
                    or special audit of the financial statements of Borrower and
                    its Subsidiaries made by such accountants, including any
                    comment letter submitted by such accountants to management
                    in connection with their annual audit;

               g.   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 Borrower to its Security holders or by any
                    Subsidiary of Borrower to its Security holders other than
                    Borrower or another Subsidiary of Borrower, (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 Borrower or any of its Subsidiaries

                                       98

<PAGE>

                    with any securities exchange or with the Securities and
                    Exchange Commission or any Government Authority or private
                    regulatory authority, and (c) all press releases and other
                    statements made available generally by Borrower or any of
                    its Subsidiaries to the public concerning material
                    developments in the business of Borrower or any of its
                    Subsidiaries;

               h.   Litigation or Other Proceedings: (a) promptly upon, but in
                    any event within fifteen days after, any officer of Borrower
                    obtaining knowledge of (1) the institution of, or
                    non-frivolous threat of, any Proceeding against or affecting
                    Borrower or any of its Subsidiaries or any property of
                    Borrower or any of its Subsidiaries not previously disclosed
                    in writing by Borrower to Lenders or (2) any material
                    development in any Proceeding that, in any case:

                    (x)  could reasonably be expected to have 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 Borrower to enable 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 uninsured
     alleged liability of, or claims against or affecting, Borrower or any of
     its Subsidiaries equal to or greater than $5,000,000, and promptly after
     request by Administrative Agent such other information as may be reasonably
     requested by Administrative Agent to enable Administrative Agent and its
     counsel to evaluate any of such Proceedings;

               i.   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 Borrower,
                    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;

               j.   ERISA Notices: with reasonable promptness, copies of (a)
                    each Schedule B (Actuarial Information) to the annual report
                    (Form 5500 Series) filed by Borrower, any of its
                    Subsidiaries or any of their respective ERISA Affiliates
                    with the Internal Revenue Service with respect to each
                    Pension Plan; (b) all notices received by Borrower, any of
                    its Subsidiaries or any of their respective ERISA Affiliates
                    from a Multiemployer Plan sponsor concerning

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                    an ERISA Event; and (c) copies of such other documents or
                    governmental reports or filings relating to any Employee
                    Benefit Plan as Administrative Agent shall reasonably
                    request;

               k.   Financial Plans: as soon as practicable and in any event no
                    later than 30 days after the beginning of each Fiscal Year,
                    a consolidated plan and financial forecast for such Fiscal
                    Year stated on a quarterly basis and the next succeeding
                    Fiscal Year stated on an annual basis (the "Financial Plan"
                    for such Fiscal Years), including a forecasted consolidated
                    balance sheet and forecasted consolidated statements of
                    income and cash flows of Borrower and its Subsidiaries and
                    an explanation of the assumptions on which such forecasts
                    are based;

               l.   Insurance: (a) as soon as practicable and in any event by
                    the last day of each Fiscal Year, a report in form and
                    substance reasonably satisfactory to Administrative Agent
                    outlining all material insurance coverage required hereunder
                    to be maintained as of the date of such report by Borrower
                    and its Subsidiaries and all material insurance coverage
                    planned to be maintained by Borrower and its Subsidiaries in
                    the immediately succeeding Fiscal Year as required hereunder
                    and (b) as soon as practicable after any material change in
                    insurance coverage maintained by Borrower and its
                    Subsidiaries notice thereof to Administrative Agent
                    specifying the changes and reasons therefor;

               m.   New Subsidiaries: promptly upon any Person becoming a
                    Subsidiary of Borrower, a written notice setting forth with
                    respect to such Person (a) the date on which such Person
                    became a Subsidiary of Borrower and (b) all of the data
                    required to be set forth in Schedule 5.1 annexed hereto with
                    respect to all Subsidiaries of Borrower (it being understood
                    that such written notice shall be deemed to supplement
                    Schedule 5.1 annexed hereto for all purposes of this
                    Agreement);

               n.   Deposit Accounts: promptly upon the opening of any Deposit
                    Account by Borrower or any of its Subsidiaries, a written
                    notice setting forth all of the data required to be set
                    forth in Schedule 6.10 annexed hereto with respect to such
                    Deposit Account;

               o.   Events of Default, etc.: promptly upon, and within five
                    Business Days after, any officer of Borrower 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
                    Administrative Agent) or taken any other action with respect
                    to a claimed Event of Default or Potential

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<PAGE>

                    Event of Default, (b) that any Person has given any notice
                    to Borrower 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 VIII.B, (c)
                    of any resignation or dismissal of Borrower's independent
                    accountant, (d) of any Change in Control or other event
                    requiring a prepayment of principal on any Subordinated
                    Indebtedness, (e) of any individual or series of related
                    Asset Sales, issuances of Capital Stock or receipt of Net
                    Insurance/Condemnation Proceeds aggregating in excess of
                    $5,000,000 or (f) 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 Borrower has
                    taken, is taking and proposes to take with respect thereto;

               p.   Corporate Matters: with reasonable promptness, written
                    notice of (1) any amendment of the articles or certificate
                    of incorporation or by-laws or other constituent documents
                    of Borrower or any of its Material Subsidiaries, (2) any
                    change in the composition of the board of directors of
                    Borrower or any of its Material Subsidiaries, and (3) any
                    change in the executive Officers of Borrower or any of its
                    Subsidiaries;

               q.   Revisions or Updates to Schedules: should any of the
                    information or disclosures provided on any of the Schedules
                    originally attached to any of the Loan Documents become
                    outdated or incorrect in any material respect, as part of
                    the next quarterly Officers' Certificate required pursuant
                    to Subsection VI.A.c, such revisions or updates to such
                    Schedules as may be reasonably necessary to update or
                    correct such Schedules, provided that no such revisions or
                    updates to any Schedules shall be deemed to have amended,
                    modified or superseded such Schedules immediately prior to
                    the submission of such revised or updated Schedules, or to
                    have cured any breach of warranty or representation
                    resulting from the inaccuracy or incompleteness of any such
                    Schedules to the extent such schedules were inaccurate or
                    incomplete at the time such warranty or representation was
                    made, unless and until the Requisite Lenders in their
                    reasonable discretion shall have accepted in writing such
                    revisions or updates to such Schedules; it being understood,
                    however, that no Event of Default shall be deemed to have
                    occurred pursuant to Subsection 8.4 if such Schedules are
                    accurate at the time a representation or warranty is made,
                    and that Lenders

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                    shall not be obligated to make Loans or continue any Loans
                    as LIBOR Loans until Requisite Lenders shall have accepted
                    in writing such revisions or updates; and

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

          In lieu of furnishing to Administrative Agent hard copies of the
quarterly Financial Statements described in clause (i) above and the annual
Financial Statements and auditor's report described above and the other
documents referred to in clause (vii) above, to the extent such documents are
filed with the United States Securities and Exchange Commission, Borrower shall
notify Administrative Agent and Lenders when such reports or other documents are
so filed and may make such documents available to Lenders at its website located
at www.centralgardenandpet.com and through the United States Securities and
Exchange Commission's EDGAR system ("EDGAR") or by transmitting such documents
electronically to Lenders. Administrative Agent shall provide to any Lender hard
copies of such documents, at Borrower's expense, upon request if such Lender
does not have access to Borrower's website or EDGAR.

     B.   Existence, etc.
          --------------

          Borrower will at all times preserve and keep in full force and effect
its existence as a corporation. Except as permitted under Subsection VII.G,
Borrower will, and will cause each of the Subsidiary Guarantors to, at all times
preserve and keep in full force and effect its existence in the jurisdiction of
organization specified on Schedule 4.1D and all rights and franchises material
to its business; provided, however that neither Borrower nor any of the
Subsidiary Guarantors shall be required to preserve any such right or franchise
if the Governing Body of Borrower or such other Loan Party shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of Borrower or such other Loan Party, as the case may be, and that the loss
thereof is not disadvantageous in any material respect to Borrower, such other
Loan Party or Lenders.

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

          Q.   Borrower will, and will cause each of its Subsidiaries to, pay
all Taxes 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 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, charge or claim need be paid if it
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a Tax, charge or claim which has or may
become a Lien

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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.

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

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

          R. Maintenance of Properties. (i) Borrower will, and will cause each
of its Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties used or useful in the business of Borrower and its Subsidiaries
(including all Intellectual Property) and from time to time will make or cause
to be made all appropriate repairs, renewals and replacements thereof.

a.   Borrower and its Subsidiaries shall (a) prosecute, file and/or make (i) all
     applications relating to the Intellectual Property owned, held or used by
     Borrower or its Subsidiaries that is pending as of the date of this
     Agreement, (ii) all registrations of any existing or future unregistered or
     copyrightable works and (iii) all Trademark opposition and cancellation
     proceedings and renewal Trademark Registrations and Copyright Registrations
     and (b) do any and all acts which are reasonably necessary or reasonably
     desirable to preserve and maintain all rights in all Intellectual Property,
     except in each case under clause (a) or clause (b) where the failure to do
     so could not reasonably be expected to have a Material Adverse Effect. Any
     expenses incurred in connection therewith shall be borne solely by Borrower
     and its Subsidiaries.

          2.   Insurance. Borrower will maintain or cause to be maintained, with
               financially sound and reputable insurers, such public liability
               insurance, third party property damage insurance, business
               interruption insurance and casualty insurance with respect to
               liabilities, losses or damage in respect of the assets,
               properties and businesses of Borrower and its 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. Without limiting
               the generality of the foregoing, Borrower will maintain or cause
               to be maintained (i) flood insurance with respect to each Flood
               Hazard Property that is located in a community that participates
               in the National Flood Insurance Program, in each case in
               compliance with any applicable regulations of the Board of
               Governors of the Federal Reserve System, and (ii) replacement
               value casualty 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
               reasonably satisfactory to Administrative Agent in its
               commercially reasonable judgment. Each such policy of insurance

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<PAGE>

               shall (a) name Administrative Agent for the benefit of Lenders as
               an additional insured thereunder as its interests may appear and
               (b) in the case of each business interruption and casualty
               insurance policy, contain a loss payable clause or endorsement,
               reasonably satisfactory in form and substance to Administrative
               Agent, that names Administrative Agent for the benefit of Lenders
               as the loss payee thereunder for any covered loss in excess of
               $1,000,000 and, to the extent obtainable through the commercially
               reasonable best efforts of Borrower, provides for at least 30
               days prior written notice to Administrative Agent of any
               modification or cancellation of such policy.

          3.   Application of Net Insurance/Condemnation Proceeds.

               a.   Business Interruption Insurance. Upon receipt by Borrower or
                    any of its Subsidiaries of any business interruption
                    insurance proceeds, relating to Borrower or any of the
                    Material Subsidiaries and constituting Net
                    Insurance/Condemnation Proceeds, (a) so long as no Event of
                    Default or no Potential Event of Default shall have occurred
                    and be continuing, Borrower or such other Loan Party may
                    retain and apply such Net Insurance/Condemnation Proceeds
                    for working capital purposes, and (b) if an Event of Default
                    or a Potential Event of Default shall have occurred and be
                    continuing, Borrower shall apply an amount equal to such Net
                    Insurance/Condemnation Proceeds to prepay the Loans (and/or
                    the Revolving Loan Commitments shall be reduced) as provided
                    in Subsection II.D.2;

               b.   Net Insurance/Condemnation Proceeds Received by Borrower.
                    Upon receipt by Borrower or any of its Subsidiaries of any
                    Net Insurance/Condemnation Proceeds other than from business
                    interruption insurance, subject to any conflicting
                    obligations arising under senior Permitted Encumbrances on
                    Real Property Assets, (a) so long as no Event of Default or
                    Potential Event of Default shall have occurred and be
                    continuing, if the Net Insurance/Condemnation Proceeds are
                    less than $20,000,000, Borrower 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, to prepay
                    the Loans (and/or the Revolving Loan Commitments shall be
                    reduced) as provided in Subsection II.D.2, and (b) if an
                    Event of Default or Potential Event of Default shall have
                    occurred and be continuing or the Net Insurance/Condemnation
                    Proceeds are greater than or equal to $20,000,000, Borrower
                    shall apply an amount equal to such Net

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<PAGE>

                    Insurance/Condemnation Proceeds to prepay the Loans (and/or
                    the Revolving Loan Commitments shall be reduced) as provided
                    in Subsection II.D.2. If at any time Administrative Agent
                    reasonably determines (A) that Borrower 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 received, together with
                    funds otherwise available to Borrower for such purpose, or
                    that such repair, restoration or replacement cannot be
                    commenced within one hundred eighty (180) days or completed
                    within three hundred sixty (360) days after the receipt by
                    Borrower or such Subsidiary of such Net
                    Insurance/Condemnation Proceeds, then Administrative Agent
                    shall notify Borrower and Borrower shall apply such Net
                    Insurance/Condemnation Proceeds to prepay the Loans (and/or
                    the Revolving Loan Commitments shall be reduced) as provided
                    in Subsection II.D.2.

               c.   Net Insurance/Condemnation Proceeds Received by
                    Administrative Agent. Upon receipt by Administrative Agent
                    of any Net Insurance/Condemnation Proceeds as loss payee,
                    subject to any conflicting obligations arising under senior
                    Permitted Encumbrances on Real Property Assets, (a) if and
                    to the extent Borrower would have been required to apply
                    such Net Insurance/Condemnation Proceeds (if it had received
                    them directly) to prepay the Loans and/or reduce the
                    Revolving Loan Commitments, Administrative Agent shall, and
                    Borrower hereby authorizes Administrative Agent to, apply
                    such Net Insurance/Condemnation Proceeds to prepay the Loans
                    (and/or the Revolving Loan Commitments shall be reduced) as
                    provided in Subsection II.D.2, and (b) to the extent the
                    foregoing clause (a) does not apply, Administrative Agent
                    shall deliver such Net Insurance/Condemnation Proceeds to
                    Borrower, and, if such proceeds are business interruption
                    proceeds constituting Net Insurance/Condemnation Proceeds,
                    Borrower or such Subsidiary may retain and apply such Net
                    Insurance/Condemnation Proceeds for working capital
                    purposes, or, if such Net Insurance/Condemnation Proceeds
                    are other than from business interruption insurance,
                    Borrower shall, or shall cause one or more of its
                    Subsidiaries to, promptly apply 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; provided,
                    however that if at any time Administrative Agent reasonably
                    determines (A) that Borrower or such Subsidiary is not
                    proceeding diligently with such repair, restoration or
                    replacement or (B) that

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<PAGE>

                    such repair, restoration or replacement cannot be completed
                    with the Net Insurance/Condemnation Proceeds then held by
                    Administrative Agent for such purpose, together with funds
                    otherwise available to Borrower for such purpose, or that
                    such repair, restoration or replacement cannot be commenced
                    within one hundred eighty (180) days or completed within
                    three hundred sixty (360) days after the receipt by
                    Administrative Agent of such Net Insurance/Condemnation
                    Proceeds, Administrative Agent shall, and Borrower hereby
                    authorizes Administrative Agent to, apply such Net
                    Insurance/Condemnation Proceeds to prepay the Loans (and/or
                    the Revolving Loan Commitments shall be reduced) as provided
                    in Subsection II.D.2.

     E.   Inspection Rights.
          -----------------

          Borrower shall, and shall cause each of its Subsidiaries to, permit
any authorized representatives designated by Administrative Agent to visit and
inspect any of the properties of Borrower or of any of its Subsidiaries, to
inspect, copy and take extracts from Borrower's and its Subsidiaries' 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 Borrower may, if it so chooses, be present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested.

     F.   Compliance with Laws, etc.
          -------------------------

          Borrower shall comply, and shall cause each of its Subsidiaries and
all other Persons on or occupying any Facilities 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.

     G.   Environmental Matters.
          ---------------------

          S. Environmental Disclosure. Borrower will deliver to Administrative
Agent and Lenders:

               a.   Environmental Audits and Reports. As soon as practicable
                    following receipt thereof by Borrower or any of its
                    Subsidiaries, copies of all environmental audits,
                    investigations, analyses and reports of any kind or
                    character, whether prepared by personnel of Borrower or any
                    of its Subsidiaries or by independent consultants,
                    Government Authorities or any other Persons, with respect to
                    significant environmental matters at any Facility.

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               b.   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, (b) any
                    remedial action taken by Borrower or any other Person in
                    response to (1) any Hazardous Materials Activities the
                    existence of which could 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,
                    could reasonably be expected to have a Material Adverse
                    Effect, and (c) Borrower's discovery 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.

               c.   Written Communications Regarding Environmental Claims,
                    Releases, Etc. As soon as practicable following the sending
                    or receipt thereof by Borrower 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, could reasonably be expected to result in a
                    Material Adverse Effect, (b) any Release required to be
                    reported to any Government Authority, and (c) any request
                    for information from any Government Authority that suggests
                    such Government Authority is investigating whether Borrower
                    or any of its Subsidiaries may be potentially responsible
                    for any Hazardous Materials Activity.

               d.   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 Borrower or any of its Subsidiaries that could
                    reasonably be expected to (1) expose Borrower or any of its
                    Subsidiaries to, or result in, Environmental Claims that
                    could reasonably be expected to result in, individually or
                    in the aggregate, a Material Adverse Effect or (2) affect
                    the ability of Borrower 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 and (b) any proposed action to
                    be taken by Borrower or any of its Subsidiaries to modify
                    current operations in a manner that could reasonably be
                    expected to subject Borrower or any of its Subsidiaries to
                    any additional obligations or requirements under any
                    Environmental Laws.

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<PAGE>

          2.   Borrower's Actions Regarding Hazardous Materials Activities,
               Environmental Claims and Violations of Environmental Laws.

               a.   Remedial Actions Relating to Hazardous Materials Activities.
                    Borrower shall, in compliance with all applicable
                    Environmental Laws, promptly undertake, and shall cause each
                    of its Subsidiaries promptly to undertake, any and all
                    investigations, studies, sampling, testing, abatement,
                    cleanup, removal, remediation or other response actions
                    necessary to remove, remediate, clean up or abate any
                    Hazardous Materials Activity on, under or about any Facility
                    that is in violation of any Environmental Laws or that
                    presents a material risk of giving rise to an Environmental
                    Claim. If Borrower or any of its Subsidiaries undertakes any
                    such action with respect to any Hazardous Materials,
                    Borrower or such Subsidiary shall conduct and complete such
                    action in compliance with all applicable Environmental Laws
                    and in accordance with the policies, orders and directives
                    of all Government Authorities except when, and only to the
                    extent that, Borrower's or such Subsidiary's liability with
                    respect to such Hazardous Materials Activity is being
                    diligently contested in good faith and by appropriate
                    proceedings by Borrower or such Subsidiary.

          (ii)  Actions with Respect to Environmental Claims and Violations of
     Environmental Laws. Borrower shall promptly take, and shall cause each of
     its Subsidiaries promptly to take, any and all actions necessary to (i)
     cure any violation of applicable Environmental Laws by Borrower or its
     Subsidiaries and (ii) make an appropriate response to any Environmental
     Claim against Borrower or any of its Subsidiaries and discharge any
     obligations it may have to any Person thereunder.

          (iii) Environmental Management System. Following the Closing Date,
     Borrower will promptly use commercially reasonable best efforts to
     establish and maintain an environmental management system for its and each
     of its Subsidiaries' operations that demonstrates a commitment to
     environmental compliance.

          3.   Environmental Investigations. Borrower agrees that Administrative
               Agent may, from time to time and in its reasonable discretion,
               (i) if Administrative Agent believes there has been or is likely
               to be a material diminution in the value of the property or
               material liability to the Borrower or its Subsidiaries, retain,
               at Borrower's expense, an independent professional consultant (a
               "Consultant") to review any environmental audits, investigations,
               analyses and reports relating to Hazardous Materials prepared by
               or for Borrower and (ii) if (a) Administrative Agent reasonably
               believes that Borrower has breached in any material respect any
               representation, warranty or covenant contained in Subsection V.F,
               5.13, 6.6 or VI.G or that there has been a material violation of
               Environmental Laws at any Facility or by Borrower or any of

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               its Subsidiaries at any other location or (b) an Event of Default
               has occurred and is continuing, conduct its own investigation of
               any Facility; provided that, in the case of any Facility no
               longer owned, leased, operated or used by Borrower or any of its
               Subsidiaries, Borrower shall only be obligated to use its best
               efforts to obtain permission for Administrative Agent's
               Consultant to conduct an investigation of such Facility. For
               purposes of conducting such a review and/or investigation,
               Borrower hereby grants to Administrative Agent and its agents,
               employees, consultants and contractors the right to enter into or
               onto any Facilities currently owned, leased, operated or used by
               Borrower or any of its Subsidiaries and to perform such tests on
               such property (including taking samples of soil, groundwater and
               suspected asbestos-containing materials) as are reasonably
               necessary in connection therewith. Any such investigation of any
               Facility shall be conducted, unless otherwise agreed to by
               Borrower and Administrative Agent, during normal business hours
               and, to the extent reasonably practicable, shall be conducted so
               as not to interfere with the ongoing operations at such Facility
               or to cause any damage or loss to any property at such Facility.
               Borrower and Administrative Agent hereby acknowledge and agree
               that any report of any investigation conducted at the request of
               Administrative Agent pursuant to this Subsection VI.G.3 will be
               obtained and shall be used by Administrative Agent and Lenders
               for the purposes of Lenders' internal credit decisions, to
               monitor and police the Loans and to protect Lenders' security
               interests, if any, created by the Loan Documents. Administrative
               Agent agrees to deliver a copy of any such report to Borrower
               with the understanding that Borrower acknowledges and agrees that
               (x) it will indemnify and hold harmless Administrative Agent and
               each Lender from any costs, losses or liabilities relating to
               Borrower's use of or reliance on such report, (y) neither
               Administrative Agent nor any Lender makes any representation or
               warranty with respect to such report, and (z) by delivering such
               report to Borrower, neither Administrative Agent nor any Lender
               is requiring or recommending the implementation of any
               suggestions or recommendations contained in such report.

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

          1.   Execution of Subsidiary Guaranty and Personal Property Collateral
               Documents. If any Domestic Subsidiary of Borrower existing on the
               Closing Date that has not previously executed the Subsidiary
               Guaranty hereafter becomes a Subsidiary Guarantor, or any Person
               becomes a Subsidiary Guarantor of Borrower after the date hereof,
               Borrower will promptly notify Administrative Agent of that fact
               and cause such Subsidiary to execute and deliver to
               Administrative Agent a counterpart of the Subsidiary Guaranty and
               Security Agreement and to take all such

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               further actions and execute all such further documents and
               instruments (including actions, documents and instruments
               comparable to those described in Subsection IV.A.12) as may be
               reasonably necessary or, in the reasonable opinion of
               Administrative Agent, desirable to create in favor of
               Administrative Agent, for the benefit of Lenders, a valid and
               perfected First Priority Lien on all of the personal and mixed
               property assets of such Subsidiary described in the applicable
               forms of Collateral Documents.

          2.   Foreign Subsidiaries. If any Person becomes a Foreign Subsidiary
               of Borrower or any Subsidiary after the date hereof, Borrower
               will promptly notify Administrative Agent of that fact and, if
               such Subsidiary is directly or indirectly owned by Borrower or a
               Domestic Subsidiary, cause such Subsidiary and the owner of such
               Subsidiary to execute and deliver to Administrative Agent such
               documents and instruments and take such further actions
               (including actions, documents and instruments comparable to those
               described in Subsection IV.A.12) as may be reasonably necessary,
               or in the reasonable opinion of Administrative Agent, desirable
               to create in favor of Administrative Agent, for the benefit of
               Lenders, a First Priority Lien on sixty-six percent (66%) of the
               voting Capital Stock and all of the non-voting Capital Stock of
               such Foreign Subsidiary.

          3.   Subsidiary Organizational Documents, Legal Opinions, Etc.
               Borrower shall deliver to Administrative Agent, together with the
               Loan Documents described in Subsection 6.8B and/or 6.8C, (i)
               certified copies of the applicable Subsidiary's Organizational
               Documents, together with, if such Subsidiary is a Domestic
               Subsidiary, a good standing certificate from the Secretary of
               State of the jurisdiction of its organization 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 to be dated a recent date prior to their
               delivery to Administrative Agent, (ii) 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 or becomes a Material
               Subsidiary, a favorable opinion of counsel to such Subsidiary,
               addressed to Administrative Agent and Lenders, in form and
               substance reasonably satisfactory to 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

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<PAGE>

               (d) such other matters (including matters relating to the
               creation and perfection of Liens in any Collateral pursuant to
               such Loan Documents) as Administrative Agent may reasonably
               request, all of the foregoing to be reasonably satisfactory in
               form and substance to Administrative Agent and its counsel.

     I.   Matters Relating to Real Property Collateral.
          --------------------------------------------

          T. Additional Mortgages, Etc. From and after the Closing Date, if (i)
Borrower or any Subsidiary Guarantor acquires any fee interest in real property
or any Material Leasehold Property or (ii) at the time any Person becomes a
Subsidiary Guarantor, such Person owns or holds any fee interest in real
property or any Material Leasehold Property, in either case excluding any such
Real Property Asset the encumbrancing of which requires the consent of any
applicable lessor or then-existing senior lienholder, where Borrower and its
Subsidiaries have attempted in good faith, but are unable, to obtain such
lessor's or senior lienholder's consent after use of their best efforts (any
such non-excluded Real Property Asset described in the foregoing clause (i) or
(ii) being an "Additional Mortgaged Property"), Borrower or such Subsidiary
Guarantor shall deliver to Administrative Agent, as soon as practicable after
such Person acquires such Additional Mortgaged Property or becomes a Subsidiary
Guarantor, as the case may be, a fully executed and notarized Mortgage (an
"Additional Mortgage") in proper form for recording in all appropriate places in
all applicable jurisdictions, encumbering the interest of such Loan Party in
such Additional Mortgaged Property; and such opinions, appraisals, documents,
title insurance and environmental reports that would have been delivered on the
Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged
Property or that may be reasonably required by Administrative Agent.

          1.   Real Estate Appraisals. Borrower shall, and shall cause each of
               its Subsidiaries to, permit an independent real estate appraiser
               reasonably satisfactory to Administrative Agent, upon reasonable
               notice, to visit and inspect any Additional Mortgaged Property
               for the purpose of preparing an appraisal of such Additional
               Mortgaged Property satisfying the requirements of any applicable
               laws and regulations (in each case to the extent required under
               such laws and regulations as determined by Administrative Agent
               in its discretion).

          2.   Landlord Consents and Estoppels. Borrower shall, and shall cause
               each of its Subsidiaries to, use commercially reasonable best
               efforts to obtain Landlord Consents and Estoppels with respect to
               each Leasehold Property (i) if such Leasehold Property is held by
               Borrower or such Subsidiary as of the Closing Date, within sixty
               (60) days of the Closing Date, and (ii) if such Leasehold
               Property is acquired after the Closing Date, as soon as
               practicable after such acquisition.

          3.   Collateral Access Agreements. Borrower shall, and shall cause
               each of its Subsidiaries to, use commercially reasonable best
               efforts obtain Collateral Access Agreements as requested by
               Administrative Agent with

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<PAGE>

               respect to certain Collateral of Pennington Seed, Inc. within
               sixty (60) days of the Closing Date.

          4.   Environmental Reports. Borrower shall, and shall cause each of
               its Subsidiaries to, deliver reports and other information, in
               form, scope and substance satisfactory to Administrative Agent,
               regarding environmental matters relating to Borrower and its
               Subsidiaries and the Facilities, which reports shall include a
               Phase I environmental assessment for each of the Facilities
               listed in Schedule 6.9E annexed hereto which (a) conforms to the
               ASTM Standard Practice for Environmental Site Assessments: Phase
               I Environmental Site Assessment Process, E 1527, (b) was
               conducted no more than one (1) year prior to the Closing Date by
               one or more environmental consulting firms reasonably
               satisfactory to Administrative Agent, (c) includes an assessment
               of asbestos-containing materials at such Facilities, and (d)
               includes an estimate of the reasonable worst-case cost of
               investigating and remediating any Hazardous Materials Activity
               identified in such Phase I environmental assessments as giving
               rise to an actual or potential violation of any Environmental Law
               or as presenting a material risk of giving rise to a material
               Environmental Claim.

     J.   Deposit Accounts and Cash Management Systems.
          --------------------------------------------

          Borrower shall, and shall cause each of its Subsidiaries to, use and
maintain its Deposit Accounts and cash management systems in a manner reasonably
satisfactory to Administrative Agent. Information regarding these Deposit
Accounts, including (a) the name and address of the financial institutions
maintaining the Deposit Accounts, and (b) the Deposit Account numbers, are set
forth on Schedule 6.10 annexed hereto. Borrower shall not permit any of such
Deposit Accounts at any time to have a principal balance in excess of $1,000,000
unless Borrower or such Subsidiary, as the case may be, has (i) delivered to
Administrative Agent a Deposit Account Control Agreement, and (ii) taken all
other steps necessary or, in the opinion of Administrative Agent, desirable to
ensure that Administrative Agent will have a First Priority Lien in such Deposit
Account at all times while such agreement is in effect; provided that if
Borrower or such Subsidiary is unable to obtain such agreement from such
financial institution Borrower shall, or shall cause such Subsidiary to, within
30 days after receiving a written request by Administrative Agent to do so,
transfer all amounts in the applicable Deposit Account to a Deposit Account
maintained at a financial institution from which Borrower or such Subsidiary has
obtained such an agreement. Borrower shall not permit the aggregate amount on
deposit in all Deposit Accounts of Borrower and of its Subsidiaries (other than
Deposit Accounts maintained with Administrative Agent) or Deposit Accounts for
which a Deposit Account Control Agreement described above has been executed and
delivered) at any time to exceed $1,000,000.

     K.   Solvency.
          --------

     Borrower shall at all times be Solvent and Borrower shall cause Borrower
and its Subsidiaries, taken as a whole, to be at all times Solvent.

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<PAGE>

VII. BORROWER'S NEGATIVE COVENANTS

          Borrower 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, unless Requisite Lenders shall otherwise give prior written consent,
Borrower shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this VII.

     A.   Indebtedness.
          ------------

          Borrower 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:

               a.   Borrower may become and remain liable with respect to the
                    Obligations;

               b.   Borrower and its Subsidiaries may become and remain liable
                    with respect to Contingent Obligations permitted by
                    Subsection VII.D and, upon any matured obligations actually
                    arising pursuant thereto, the Indebtedness corresponding to
                    the Contingent Obligations so extinguished;

               c.   Borrower may become and remain liable with respect to
                    unsecured Indebtedness to any Subsidiary Guarantor, and any
                    Subsidiary Guarantor may become and remain liable with
                    respect to unsecured Indebtedness to Borrower or any other
                    Subsidiary Guarantor; provided that (a) a Lien on all such
                    intercompany Indebtedness shall have been granted to
                    Administrative Agent for the benefit of Lenders and (b) if
                    such intercompany Indebtedness is evidenced by a promissory
                    note or other instrument, such promissory note or instrument
                    shall have been pledged to Administrative Agent pursuant to
                    the Security Agreement;

               d.   Borrower and its Subsidiaries, as applicable, may remain
                    liable with respect to Indebtedness described in Schedule
                    7.1 annexed hereto;

               e.   Borrower and its Subsidiaries may become and remain liable
                    with respect to the Senior Subordinated Notes;

               f.   Borrower and its Subsidiaries may become and remain liable
                    with respect to Indebtedness incurred in connection with
                    acquisitions permitted pursuant to Subsection 7.3(v) in an
                    aggregate principal amount not to exceed $75,000,000 at any
                    time outstanding;

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<PAGE>

               g.   Borrower and its Subsidiaries may become and remain liable
                    with respect to any additional Subordinated Indebtedness in
                    an aggregate principal amount not to exceed $150,000,000 at
                    any time outstanding; and

               h.   Borrower and Subsidiary Guarantors may become and remain
                    liable with respect to Indebtedness, other than Indebtedness
                    described in Subsections 7.1(i) through (vii), in an
                    aggregate principal amount for all such Indebtedness and
                    Contingent Obligations permitted pursuant to Subsection
                    7.4(vii) not to exceed $20,000,000 at any time outstanding.

     B.   Liens and Related Matters.
          -------------------------

          U.  Prohibition on Liens. Borrower 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 Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom or proceeds thereof, 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 or proceeds under the UCC of any State or under any
similar recording or notice statute, except:

               a.   Permitted Encumbrances;

               b.   Liens granted pursuant to the Collateral Documents;

               c.   Liens existing on the Closing Date and set forth on Schedule
                    7.2; provided that no such Lien shall at any time be
                    extended to cover property or assets other than the property
                    or assets subject thereto on the Closing Date;

               d.   Other Liens securing Indebtedness in an aggregate amount not
                    to exceed $20,000,000 at any time outstanding; and

               e.   Liens incurred in connection with the extension, renewal or
                    refinancing of the Indebtedness secured by the Liens
                    described in clause (iii) above, provided that any
                    extension, renewal or replacement Lien (A) is limited to the
                    property covered by the terms of the existing Lien and (B)
                    secures Indebtedness which is no greater in amount and has
                    material terms no less favorable to Borrower or the
                    applicable Subsidiary and Lenders than the Indebtedness
                    secured by the existing Lien.

          2.   Equitable Lien in Favor of Lenders. If Borrower or any of its
               Subsidiaries shall create or assume any Lien upon any of its
               properties or

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<PAGE>

               assets, whether now owned or hereafter acquired, other than Liens
               excepted by the provisions of Subsection 1.1U, 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 which provision shall not cure
               any default that may have occurred and which provision shall be
               made without prejudice to any rights of Administrative Agent or
               Lenders with respect to such default; 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 1.1U.

          3.   No Further Negative Pledges. Neither Borrower nor any of its
               Subsidiaries shall enter into any agreement 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 or to be sold pursuant to an executed
               agreement with respect to an Asset Sale or with respect to an
               acquisition or Investment permitted by this Agreement.

          4.   No Restrictions on Subsidiary Distributions to Borrower or Other
               Subsidiaries. Borrower will not, and will not permit any of its
               Subsidiaries 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 Borrower or any other Subsidiary of
               Borrower, (ii) repay or prepay any Indebtedness owed by such
               Subsidiary to Borrower or any other Subsidiary of Borrower, (iii)
               make loans or advances to Borrower or any other Subsidiary of
               Borrower, or (iv) transfer any of its property or assets to
               Borrower or any other Subsidiary of Borrower, except as provided
               in this Agreement.

     C.   Investments; Acquisitions.
          -------------------------

          Borrower 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:

               a.   Borrower and its Subsidiaries may make and own Investments
                    in Cash Equivalents;

               b.   Borrower and its Subsidiaries may continue to own the
                    Investments owned by them as of the Closing Date in any

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<PAGE>

                    Subsidiaries of Borrower and Borrower and its wholly-owned
                    Subsidiaries may make and own additional equity Investments
                    in their respective wholly-owned Subsidiaries;

               c.   Borrower and its Subsidiaries may make intercompany loans to
                    the extent permitted under Subsection VII.A.c;

               d.   Borrower and its Subsidiaries may make Consolidated Capital
                    Expenditures permitted by Subsection VII.H;

               e.   Borrower and its Subsidiaries may acquire assets (including
                    Capital Stock and including Capital Stock of Subsidiaries
                    formed in connection with any such acquisition) having a
                    purchase price not in excess of $75,000,000 in the aggregate
                    and continue to own such assets after the acquisition
                    thereof; provided that (i) no Potential Event of Default or
                    Event of Default shall have occurred or be continuing as a
                    result of such acquisition or after giving effect thereto,
                    and (ii) Borrower shall, and shall cause its Subsidiaries
                    to, comply with the requirements of Subsections VI.H and
                    VI.I with respect to each such acquisition that results in a
                    Person becoming a Subsidiary;

               f.   Borrower and its Subsidiaries may make and own other
                    Investments in an aggregate amount not to exceed at any time
                    $50,000,000, of which up to $10,000,000 may be used by
                    Borrower for repurchase of shares of its own Capital Stock;
                    provided that no Potential Event of Default or Event of
                    Default shall have occurred or be continuing at the time any
                    such Investment is made; and

          (vii)  Borrower 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.

     D.   Contingent Obligations.
          ----------------------

          Borrower 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:

               a.   Subsidiaries of Borrower may become and remain liable with
                    respect to Contingent Obligations in respect of the
                    Subsidiary Guaranty;

               b.   Borrower and its Subsidiaries may become and remain liable
                    with respect to Contingent Obligations in respect of
                    customary indemnification (including, without limitation,
                    for product defect,

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<PAGE>

                    negligence and breach of contract claims arising in the
                    ordinary course of business) and purchase price adjustment
                    obligations incurred in connection with Asset Sales or other
                    sales of assets;

               c.   Borrower and its Subsidiaries may become and remain liable
                    with respect to Contingent Obligations, including Hedge
                    Agreements, in respect of any Indebtedness of Borrower or
                    any of its Subsidiaries permitted by Subsection VII.A;

               d.   Borrower and its Subsidiaries, as applicable, may remain
                    liable with respect to Contingent Obligations described in
                    Schedule 7.4 annexed hereto;

               e.   Subsidiary Guarantors may become and remain liable with
                    respect to Contingent Obligations arising under their
                    subordinated guaranties of the Senior Subordinated Notes;
                    and

               f.   Borrower and its Subsidiaries may become and remain liable
                    with respect to Contingent Obligations other than Contingent
                    Obligations described in Subsections 7.4(i) through (vi);
                    provided that the maximum aggregate liability, contingent or
                    otherwise, of Borrower and its Subsidiaries, without
                    duplication, in respect of all such Contingent Obligations
                    and Indebtedness permitted pursuant to Subsection 7.1(viii)
                    shall at no time exceed $20,000,000.

     E.   Restricted Junior Payments.
          --------------------------

          Borrower 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, if no Event of Default or Potential
Event of Default has occurred and is continuing, Borrower may (i) make regularly
scheduled payments of interest in respect of any Subordinated Indebtedness,
including the Senior Subordinated Notes, in accordance with the terms of, and
only to the extent required by, and subject to the subordination provisions
contained in, the Senior Subordinated Note Indenture or other agreement pursuant
to which such Subordinated Indebtedness was issued, as such indenture or other
agreement may be amended from time to time to the extent permitted under
Subsection 7.14 and (ii) make Restricted Junior Payments to repurchase shares of
its own Capital Stock in an aggregate amount not to exceed $10,000,000.

     F.   Financial Covenants.
          -------------------

          V.   Minimum Interest Coverage Ratio. Borrower shall not permit the
ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense for any
four-Fiscal Quarter period ending during any of the periods set forth below to
be less than the correlative ratio indicated:

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<PAGE>

                                                          Minimum Interest
           Period                                          Coverage Ratio
-------------------------------                           ----------------
Closing Date to March 31, 2004                                2.75:1.00
April 1, 2004 to March 31, 2005                               3.00:1.00
April 1, 2005 and thereafter                                  3.25:1.00

          1.   Maximum Total Leverage Ratio. Borrower shall not permit the
               Consolidated Total Leverage Ratio as of the last day of the most
               recently ended Fiscal Quarter ending during any of the periods
               set forth below to exceed the correlative ratio indicated:

             Period                                 Maximum Total Leverage Ratio
---------------------------------------             ----------------------------
Closing Date through September 30, 2004                       4.25:1.00
October 1, 2004 through March 31, 2006                        4.00:1.00
April 1, 2006 through March 31, 2007                          3.75:1.00
April 1, 2007 and thereafter                                  3.50:1.00

          2.   Maximum Senior Leverage Ratio. Borrower shall not permit the
               Consolidated Senior Leverage Ratio as of the last day of the most
               recently ended Fiscal Quarter ending during any of the periods
               set forth below to exceed the correlative amount indicated:

             Period                                Maximum Senior Leverage Ratio
---------------------------------------            -----------------------------
Closing Date through September 30, 2004                       3.00:1.00
October 1, 2004 through March 31, 2006                        2.75:1.00
April 1, 2006 through March 31, 2007                          2.50:1.00
April 1, 2007 and thereafter                                  2.25:1.00

          3.   Minimum Consolidated Tangible Net Worth. Borrower shall not
               permit Consolidated Tangible Net Worth as of the end of any
               Fiscal Quarter to be less than (i) 85% of Consolidated Tangible
               Net Worth as of the Closing Date plus (ii) 50% of Consolidated
               Net Income for each Fiscal Quarter thereafter ending on or prior
               to the date of determination (to the

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<PAGE>

               extent such Consolidated Net Income for any such Fiscal Quarter
               is positive) plus (iii) 100% of the Net Securities Proceeds of
               any issuance of Capital Stock.

     G.   Restriction on Fundamental Changes; Asset Sales.
          -----------------------------------------------

          Borrower shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of Borrower 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, or acquire by purchase or
otherwise all or substantially all the business, property or fixed assets of, or
stock or other evidence of beneficial ownership of, any Person or any division
or line of business of any Person (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of Borrower's, or any
of its Subsidiaries', business) except:

               a.   any Subsidiary of Borrower may be merged with or into
                    Borrower, or any wholly-owned Subsidiary of Borrower, 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 Borrower or any wholly-owned
                    Subsidiary; provided that, (i) in the case of such a merger,
                    Borrower, or a Subsidiary Guarantor or a Material Subsidiary
                    shall be the continuing or surviving Person if any of the
                    entities involved in the transaction was Borrower, a
                    Subsidiary Guarantor or a Material Subsidiary and (ii) if a
                    merger results in a Subsidiary becoming a Subsidiary
                    Guarantor or a Material Subsidiary, such Subsidiary shall
                    comply with the requirements of Subsection 6.8 and/or
                    Subsection 6.9, (iii) in the case of such a liquidation,
                    winding up or dissolution, all of the assets of such
                    Subsidiary are transferred to Borrower, a Subsidiary
                    Guarantor or a Material Subsidiary that is wholly owned,
                    directly or indirectly, by Borrower or as otherwise
                    expressly permitted under this Agreement;

               b.   Borrower and its Subsidiaries may make Consolidated Capital
                    Expenditures permitted under Subsection 7.8;

               c.   Borrower 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;

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<PAGE>

               d.   Borrower and its Subsidiaries may dispose of obsolete, worn
                    out or surplus property in the ordinary course of business;

               e.   Borrower and its Subsidiaries may make Asset Sales to
                    Persons who are not Affiliates of Borrower and its
                    Subsidiaries of assets having a fair market value not in
                    excess of $25,000,000 in the aggregate; provided that (a)
                    the consideration received for such assets shall be in an
                    amount at least equal to the fair market value thereof; and
                    (b) the proceeds of such Asset Sales shall be applied as
                    required by Subsection II.D.2.c(1) or Subsection II.D.4; and

               f.   Any Person may be merged with or into Borrower or any
                    Subsidiary of Borrower if the acquisition of the Capital
                    Stock of such Person by Borrower or such Subsidiary would
                    have been permitted pursuant to Subsections VII.C and H;
                    provided that (a) in the case of Borrower, Borrower shall be
                    the continuing or surviving Person, (b) if a Subsidiary of
                    Borrower is not the surviving or continuing Person, the
                    surviving Person becomes a Subsidiary of Borrower and
                    complies with the provisions of Subsections VI.H and VI.I
                    and (c) no Potential Event of Default or Event of Default
                    shall have occurred or be continuing after giving effect
                    thereto.

     H.   Consolidated Capital Expenditures.
          ---------------------------------

          Borrower shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures in any Fiscal Year in an aggregate
amount in excess of $20,000,000 (the "Maximum Consolidated Capital Expenditures
Amount"); provided that the Maximum Consolidated Capital Expenditures Amount for
any Fiscal Year shall be increased by an amount equal to the excess, if any (but
in no event more than $5,000,000), 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 for Fiscal Year 2003, Borrower may make or incur expansion capital
expenditures related to the Borrower's Kaytee product line, and all such
expenditures shall be excluded from such calculations.

     I.   Sale or Discount of Receivables.
          -------------------------------

          Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or accounts receivable.

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<PAGE>

     J.   Transactions with Shareholders and Affiliates.
          ---------------------------------------------

          Borrower 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) with any holder of five percent (5%) or more of any class of equity
Securities of Borrower or with any Affiliate of Borrower or of any such holder,
on terms that are less favorable to Borrower 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 Borrower and any of its wholly-owned Domestic
Subsidiaries that are Subsidiary Guarantors or between any of its wholly-owned
Domestic Subsidiaries that are Subsidiary Guarantors or (ii) reasonable and
customary fees paid to members of the Governing Bodies of Borrower and its
Subsidiaries.

     K.   Sales and Lease-Backs.
          ---------------------

          Borrower 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 Borrower or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than Borrower
or any of its Subsidiaries) or (ii) that Borrower 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 Borrower or any of its Subsidiaries to
any Person (other than Borrower or any of its Subsidiaries) in connection with
such lease.

     L.   Restriction on Leases.
          ---------------------

          Borrower shall not, and shall not permit any of its Subsidiaries to,
become liable in any way, whether directly or by assignment or as a guarantor or
other surety, for the obligations of the lessee under any lease (other than the
intercompany leases between Borrower and its wholly-owned Subsidiaries), unless,
immediately after giving effect to the incurrence of liability with respect to
such lease, the Consolidated Rental Payments at the time in effect during the
then current Fiscal Year do not exceed $30,000,000 in the aggregate.

     M.   Conduct of Business.
          -------------------

          From and after the Closing Date, Borrower shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Borrower 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.

     N.   Amendments of Documents Relating to Subordinated Indebtedness.
          -------------------------------------------------------------

          Borrower shall not, and shall not permit any of its Subsidiaries to,
amend or otherwise change the terms of the Senior Subordinated Notes, the Senior
Subordinated Note Indenture, and any other Subordinated Indebtedness, or make
any payment consistent with an

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<PAGE>

amendment thereof or change thereto, if the effect of such amendment or change
is to increase the interest rate on the Senior Subordinated Notes or such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions thereof (or of any guaranty thereof), or
change any collateral therefor (other than to release such collateral), or if
the effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the holders of the Senior
Subordinated Notes or such Subordinated Indebtedness (or a trustee or other
representative on their behalf) which would be adverse to Borrower or Lenders.

     O.   Fiscal Year; Tax Election.
          -------------------------

          Borrower shall not change its Fiscal Year-end from the Saturday
closest to the last day of September, unless, if such change would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, Borrower, Administrative Agent and Requisite Lenders agree to amend
such ratio or requirement to preserve the original intent thereof in light of
such change in Fiscal Year.

     P.   Subsidiary Guarantors.
          ---------------------

          Borrower shall not permit the aggregate consolidated revenues or
aggregate consolidated assets of all of its Subsidiaries that are not Subsidiary
Guarantors at any time to exceed ten percent (10%) of the total consolidated
revenues or consolidated assets of Borrower and its Subsidiaries, taken as a
whole.

VIII. EVENTS OF DEFAULT

          If any of the following conditions or events ("Events of Default")
shall occur:

     A.   Failure to Make Payments When Due.
          ---------------------------------

          Failure by Borrower to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; failure by Borrower to pay
when due any amount payable to an Issuing Lender in reimbursement of any drawing
under a Letter of Credit; or failure by Borrower to pay any interest on any Loan
or any fee or any other amount due under this Agreement within three Business
Days after the date due; or

     B.   Default in Other Agreements.
          ---------------------------

               a.   Failure of Borrower 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 VIII.A)
                    or Contingent Obligations in an

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<PAGE>

                    individual principal amount of $5,000,000 or more or with an
                    aggregate principal amount of $10,000,000 or more, in each
                    case beyond the end of any grace period provided therefor
                    (not to exceed 30 days); or

               b.   breach or default by Borrower or any of its Subsidiaries
                    with respect to any other 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); or

     C.   Breach of Certain Covenants.
          ---------------------------

          Failure of Borrower to perform or comply with any term or condition
contained in Subsections 2.5 or VI.B or VII of this Agreement; or

     D.   Breach of Warranty.
          ------------------

          Any representation, warranty, certification or other statement made by
Borrower or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Borrower 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

     E.   Other Defaults Under Loan Documents.
          -----------------------------------

          Any Loan Party 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 VIII, and such
default shall not have been remedied or waived within 30 days after the earlier
of (i) an Officer of Borrower or such other Loan Party becoming aware of such
default or (ii) receipt by Borrower and such other Loan Party of notice from
Administrative Agent or any Lender of such default; or

     F.   Involuntary Bankruptcy; Appointment of Receiver, etc.
          ----------------------------------------------------

               a.   A court having jurisdiction in the premises shall enter a
                    decree or order for relief in respect of Borrower or any of
                    the Material Subsidiaries in an involuntary case under the
                    Bankruptcy Code or

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<PAGE>

                    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

               b.   an involuntary case shall be commenced against Borrower or
                    any of the 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 Borrower or any of the 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 Borrower or any of the 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
                    Borrower or any of the Material Subsidiaries, and any such
                    event described in this clause (ii) shall continue for 60
                    days unless dismissed, bonded or discharged; or

     G.   Voluntary Bankruptcy; Appointment of Receiver, etc.
          --------------------------------------------------

               a.   Borrower or any of the 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 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 Borrower
                    or any of the Material Subsidiaries shall make any
                    assignment for the benefit of creditors; or

               b.   Borrower or any of the 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 Borrower or any of the Loan Parties
                    (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

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<PAGE>

     H.   Judgments and Attachments.
          -------------------------

          Any money judgment, writ or warrant of attachment or similar process
(other than those which may issue from the Scotts litigation up to an aggregate
amount not to exceed $10,400,000) involving (i) in any individual case an amount
in excess of $5,000,000 or (ii) in the aggregate at any time an amount in excess
of $10,000,000 (in either case not adequately covered by insurance as to which a
solvent and unaffiliated insurance company has acknowledged coverage) shall be
entered or filed against Borrower or any of its 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

     I.   Dissolution.
          -----------

          Any order, judgment or decree shall be entered against Borrower or any
of the Material Subsidiaries decreeing the dissolution or split up of Borrower
or such Material Subsidiaries and such order shall remain undischarged or
unstayed for a period in excess of 60 days; or

     J.   Employee Benefit Plans.
          ----------------------

          There shall occur one or more ERISA Events which individually or in
the aggregate results in or might reasonably be expected to result in liability
of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
in excess of $5,000,000 during the term of this Agreement; or there shall exist
an 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), which exceeds $5,000,000; or

     K.   Change in Control.
          -----------------

          A Change in Control shall have occurred; or

     L.   Invalidity of Loan Documents; Repudiation of Obligations.
          --------------------------------------------------------

          At any time after the execution and delivery thereof, (i) any Loan
Document or any material 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 to be null
and void, (ii) Administrative Agent shall not have or shall cease to have a
First Priority Lien in any Collateral purported to be covered by the Collateral
Documents, having a fair market value, individually or in the aggregate,
exceeding $5,000,000, or (iii) any Loan Party (or any Person authorized to act
on behalf of such Loan Party) 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; or

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<PAGE>

     M.   Uninsured Damage.
          ----------------

          Any uninsured damage to or losses, theft or destruction of any of the
assets of Borrower or any of its Subsidiaries occurs in excess of $5,000,000 in
the aggregate;

     N.   Criminal or Civil Proceedings.
          -----------------------------

          The indictment or threatened indictment of Borrower or any of its
Subsidiaries under any criminal statute, or commencement or threatened
commencement of criminal or civil proceedings against Borrower or any of its
Subsidiaries, pursuant to which statute or proceedings the penalties or remedies
sought or available include forfeiture of any material portion of the property
of Borrower or such Subsidiary; or

     O.   Subordinated Indebtedness.
          -------------------------

          There shall occur any material default under any Subordinated
Indebtedness, or there shall occur any event that requires Borrower or any of
its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase,
redeem or otherwise acquire all or any portion of any Subordinated Indebtedness;
or Borrower or any of its Subsidiaries shall for any reason purchase, redeem or
otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any
other payments in respect of, all or any portion of any Subordinated
Indebtedness, except to the extent expressly permitted by Subsection 7.5;

THEN (i) upon the occurrence of any Event of Default described in Subsection
VIII.F or VIII.G, each of (a) the unpaid principal amount of and accrued
interest on the Loans, (b) an amount equal to 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, without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by Borrower, and the obligation of each Lender to make any
Loan, the obligation of any Issuing Lender to issue any Letter of Credit and the
right of any Revolving Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (ii) upon the occurrence and during the continuation of
any other Event of Default, Administrative Agent shall, upon the written request
or with the written consent of Requisite Lenders, by written notice to Borrower,
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,
and the obligation of each Lender to make any Loan, the obligation of any
Issuing Lender to issue any Letter of Credit and the right of any Revolving
Lender to issue 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 III.C.2.a.

          Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

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<PAGE>

          Notwithstanding anything contained in the second preceding paragraph,
if at any time within sixty (60) days after an acceleration of the Loans
pursuant to clause (ii) of such paragraph Borrower shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal and,
to the extent permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default and Potential Events of Default (other
than non-payment of the principal of and accrued interest on the Loans, in each
case which is due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to Subsection X.F, then Requisite Lenders, by
written notice to Borrower, may at their option rescind and annul such
acceleration and its consequences; but such action shall not affect any
subsequent Event of Default or Potential Event of Default or impair any right
consequent thereon and, if the Commitments of Lenders to make Loans and issue or
participate in Letters of Credit have been terminated pursuant to clause (ii),
such Commitments shall be reinstated only with the approval of each Lender
directly affected. The provisions of this paragraph are intended merely to bind
Lenders to a decision which may be made at the election of Requisite Lenders and
are not intended, directly or indirectly, to benefit Borrower, and such
provisions shall not at any time be construed so as to grant Borrower the right
to require Lenders to rescind or annul any acceleration hereunder or to preclude
Administrative Agent or Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.

IX.  ADMINISTRATIVE AGENT

     A.   Appointment.
          -----------

          1.   Appointment of Administrative Agent. CIBC is hereby appointed
               Administrative Agent hereunder and under the other Loan Documents
               and each Lender hereby authorizes Administrative Agent to act as
               its administrative agent in accordance with the terms of this
               Agreement and the other Loan Documents. Administrative Agent
               agrees to act upon the express conditions contained in this
               Agreement and the other Loan Documents, as applicable. The
               provisions of this IX are solely for the benefit of
               Administrative Agent and Lenders and no Loan Party shall have any
               rights as a third party beneficiary of any of the provisions
               thereof. In performing its functions and duties under this
               Agreement, Administrative Agent shall act solely as an
               administrative agent of 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 Borrower or any of its
               Subsidiaries.

          2.   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

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<PAGE>

               case of the enforcement of any of the Loan Documents, or in case
               Administrative 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
               Administrative 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").

          If Administrative 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 Administrative 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 Administrative Agent
or such Supplemental Collateral Agent, and (ii) the provisions of this IX and of
Subsections X.B and X.C that refer to Administrative Agent shall inure to the
benefit of such Supplemental Collateral Agent and all references therein to
Administrative Agent shall be deemed to be references to Administrative Agent
and/or such Supplemental Collateral Agent, as the context may require.

          Should any instrument in writing from Borrower or any other Loan Party
be required by any Supplemental Collateral Agent so appointed by Administrative
Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, Borrower shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by Administrative 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 duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall vest in and be exercised
by Administrative Agent until the appointment of a new Supplemental Collateral
Agent.

     B.   Powers and Duties; General Immunity.
          -----------------------------------

          1.   Powers; Duties Specified. Each Lender irrevocably authorizes
               Administrative 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 Administrative Agent by the terms hereof and thereof,
               together with such powers, rights and remedies as are reasonably
               incidental thereto. Administrative Agent shall have only those
               duties and responsibilities that are expressly specified in this
               Agreement and the other Loan Documents.

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<PAGE>

               Administrative Agent may exercise such powers, rights and
               remedies and perform such duties by or through its agents or
               employees. Administrative Agent shall not have, by reason of this
               Agreement or any of the other Loan Documents, a fiduciary
               relationship in respect of any Lender; and nothing in this
               Agreement or any of the other Loan Documents, expressed or
               implied, is intended to or shall be so construed as to impose
               upon Administrative Agent any obligations in respect of this
               Agreement or any of the other Loan Documents except as expressly
               set forth herein or therein.

          2.   No Responsibility for Certain Matters. Administrative Agent shall
               not 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 Administrative Agent to Lenders or by or on behalf of Borrower
               to Administrative Agent or any Lender in connection with the Loan
               Documents and the transactions contemplated thereby or for the
               financial condition or business affairs of Borrower or any other
               Person liable for the payment of any Obligations, nor shall
               Administrative 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, 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 unless any such liability results from the gross
               negligence or willful misconduct of Administrative Agent.

          3.   Exculpatory Provisions. Neither Administrative Agent nor any of
               its officers, directors, employees or agents shall be liable to
               Lenders for any action taken or omitted by Administrative Agent
               under or in connection with any of the Loan Documents except to
               the extent caused by Administrative Agent's gross negligence or
               willful misconduct. Administrative 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 Administrative 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 X.F) and, upon receipt

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               of such instructions from Requisite Lenders (or such other
               Lenders, as the case may be), Administrative 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) Administrative 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 Borrower and its Subsidiaries), accountants,
               experts and other professional advisors selected by it; and (ii)
               no Lender shall have any right of action whatsoever against
               Administrative Agent as a result of Administrative 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 X.F).

          4.   Administrative Agent 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,
               Administrative Agent in its individual capacity as a Lender
               hereunder. With respect to its participation in the Loans and the
               Letters of Credit, Administrative 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 Administrative Agent in its
               individual capacity. Administrative 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 Borrower or any of its Affiliates as if it were not
               performing the duties specified herein, and may accept fees and
               other consideration from Borrower for services in connection with
               this Agreement and otherwise without having to account for the
               same to Lenders.

     C.   Representations and Warranties; No Responsibility for Appraisal of
          ------------------------------------------------------------------
          Creditworthiness.
          ----------------

          Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Borrower and
its Subsidiaries in connection with the making of the Loans and the extensions
of credit hereunder and that it has made and shall continue to make its own
appraisal of the creditworthiness of Borrower and its Subsidiaries.
Administrative Agent shall not 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, except as expressly provided herein, to provide any
Lender with any credit or other information with

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respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter, and Administrative Agent shall not
have any responsibility with respect to the accuracy of or the completeness of
any information provided to Lenders.

     D.   Right to Indemnity.
          ------------------

          Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Administrative Agent, Co-Lead Arrangers and their officers, directors,
employees, agents, attorneys, professional advisors and affiliates, to the
extent that any such Person shall not have been reimbursed by Borrower, 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
Administrative Agent) or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against Administrative Agent or such
other Persons in exercising its powers, rights and remedies or performing its
duties as an Administrative Agent or Co-Lead Arranger hereunder or under the
other Loan Documents or otherwise in its capacity as Administrative Agent or
Co-Lead Arranger 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 resulting from Administrative Agent's or
any Co-Lead Arranger's gross negligence or willful misconduct as determined by a
final non-appealable judgment of a court of competent jurisdiction. If any
indemnity furnished to Administrative Agent or any other such Person for any
purpose shall, in the opinion of Administrative Agent, be insufficient or become
impaired, Administrative Agent and/or Co-Lead Arrangers may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished.

     E.   Successor Administrative Agent.
          ------------------------------

          Administrative Agent may resign at any time by giving thirty (30)
days' prior written notice thereof to Lenders and Borrower. Upon any such notice
of resignation, Requisite Lenders shall have the right, upon twenty (20)
Business Days' notice to Borrower, to appoint a successor Administrative Agent
subject to Borrower's approval, which shall not be unreasonably withheld,
conditioned or delayed. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this IX shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.

     F.   Collateral Documents and Guaranties.
          -----------------------------------

          Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party and to be

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Administrative Agent for and representative of Lenders under the Subsidiary
Guaranty, and each Lender agrees to be bound by the terms of each Collateral
Document and the Subsidiary Guaranty; provided that Administrative Agent shall
not (i) enter into or consent to any material amendment, modification,
termination or waiver of any provision contained in any Collateral Document or
the Subsidiary Guaranty or (ii) release any Collateral or Subsidiary Guarantor
(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 X.F,
all Lenders); provided further, however, that, without further written consent
or authorization from Lenders, Administrative 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, or (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 Borrower) pursuant to a sale or other disposition permitted
hereunder or to which Requisite Lenders have otherwise consented or (c)
subordinate the Liens of Administrative Agent, on behalf of Lenders, to any
Liens permitted by Subsection VII.B provided that, in the case of a sale of such
item of Collateral referred to in subclause (a) or (b), the requirements of
Subsection X.F are satisfied. Anything contained in any of the Loan Documents to
the contrary notwithstanding, Borrower, Administrative Agent and each Lender
hereby agree that (X) no Lender shall have any right individually to realize
upon any of the Collateral under any Collateral Document or to enforce the
Subsidiary Guaranty, it being understood and agreed that all powers, rights and
remedies under the Collateral Documents and the Subsidiary Guaranty may be
exercised solely by Administrative Agent for the benefit of Lenders in
accordance with the terms thereof, and (Y) in the event of a foreclosure by
Administrative Agent on any of the Collateral pursuant to a public or private
sale, Administrative Agent or any Lender may be the purchaser of any or all of
such Collateral at any such sale and Administrative Agent, as administrative
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
Administrative Agent at such sale.

     G.   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 Borrower or any of its Subsidiaries,
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 Administrative Agent shall have made any demand on
Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise

               a.   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 reasonably
                    necessary or reasonably

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<PAGE>

                    advisable in order to have the claims of Lenders,
                    Administrative Agent and Co-Lead Arrangers (including any
                    claim for the reasonable compensation, expenses,
                    disbursements and advances of Lenders, Administrative Agent
                    and Co-Lead Arrangers and their agents and counsel and all
                    other amounts due Lenders, Administrative Agent and Co-Lead
                    Arrangers under Subsections II.C and X.B) allowed in such
                    judicial proceeding, and

               b.   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 Administrative Agent and, if Administrative
Agent shall consent to the making of such payments directly to Lenders, to pay
to Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of Administrative Agent and Co-Lead
Arrangers and their agents and counsel, and any other amounts due Administrative
Agent and Co-Lead Arrangers under Subsections II.C and X.B.

          Nothing herein contained shall be deemed to authorize Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lenders or to authorize Administrative Agent to
vote in respect of the claim of any Lender in any such proceeding.

X.   MISCELLANEOUS

     A.   Assignments and Participations in Loans and Letters of Credit.
          -------------------------------------------------------------

          1.   General. Subject to Subsections X.A.2 and X.A.3, each Lender
               shall have the right at any time to (i) sell, assign or transfer
               to any Eligible Assignee, or (ii) sell participations to any
               Person in, all or any part of its Commitments or any Loan or
               Loans made by it or its Letters of Credit (or participations in
               Letters of Credit) or any other interest herein or in any other
               Obligations owed to it; provided that no such sale, assignment,
               transfer or participation shall, without the consent of Borrower,
               require Borrower to file a registration statement with the
               Securities and Exchange Commission or apply to qualify such sale,
               assignment, transfer or participation under the securities laws
               of any state; provided, further, that no such sale, assignment,
               or transfer described in clause (i) above shall be effective
               unless and until an Assignment Agreement effecting such sale,
               assignment or transfer shall have been accepted by Administrative
               Agent and recorded in the Register as provided in Subsection
               X.A.2.b; and provided, further, that no such sale, assignment, or
               transfer 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

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               Revolving Loan Commitment and the Revolving Loans of the Lender
               effecting such sale, assignment, transfer or participation.
               Except as otherwise provided in this Subsection X.A, no Lender
               shall, as between Borrower and such Lender, be relieved of any of
               its obligations hereunder as a result of any sale, assignment or
               transfer of, or any granting of participations in, all or any
               part of its Commitments or the Loans, or Letters of Credit or
               participations therein, or the other Obligations owed to such
               Lender, and such Lender shall remain solely responsible for the
               performance of such Obligations, and Borrower shall continue to
               deal solely and directly with such Lender in connection with such
               Lender's rights and obligations under this Agreement.

          2.   Assignments.

               a.   Amounts and Terms of Assignments. Each Commitment, Loan,
                    Letter of Credit or participation therein, or other
                    Obligation may (a) be assigned in any amount to another
                    Lender, or to an Affiliate or Approved Fund of the assigning
                    Lender or another Lender, with the giving of notice to
                    Borrower and Administrative Agent or (b) be assigned in an
                    aggregate amount of not less than $1,000,000 (or such lesser
                    amount as shall constitute the aggregate amount of the
                    Commitments, Loans, Letters of Credit and participations
                    therein, or other Obligations of the assigning Lender) to
                    any other Eligible Assignee treating any two or more
                    Approved Funds with the same investment advisor as a single
                    Eligible Assignee with the consent of Borrower (unless a
                    Potential Event of Default or an Event of Default has
                    occurred and is continuing) and Administrative Agent (which
                    consent of Borrower and Administrative Agent shall not be
                    unreasonably withheld or delayed). To the extent of any such
                    assignment in accordance with either clause (a) or (b)
                    above, the assigning Lender shall be relieved of its
                    obligations with respect to its Commitments, Loans, Letters
                    of Credit and participations therein, or other Obligations
                    or the portion thereof so assigned. The parties to each such
                    assignment shall execute and deliver to Administrative
                    Agent, for its acceptance and recording in the Register, an
                    Assignment Agreement, together with a processing and
                    recordation fee of $3,500 (provided that (i) no such
                    processing and recordation fee shall be payable if the
                    assignee is an Affiliate of the assignor or a Person under
                    common management with the assignor and (ii) only one such
                    fee shall be required in connection with a simultaneous
                    assignment to a group of Approved Funds with the same
                    investment advisor) and such forms (including an
                    administrative questionnaire if the Eligible Assignee is not
                    a Lender), certificates or other evidence, if any, with
                    respect to United States federal

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                    income tax withholding matters as the assignee under such
                    Assignment Agreement may be required to deliver to
                    Administrative Agent pursuant to Subsection II.GB(iii)(a).
                    Upon such execution, delivery, acceptance and recordation,
                    from and after the effective date specified in such
                    Assignment Agreement, (y) the assignee thereunder shall be a
                    party hereto and, to the extent that rights and obligations
                    hereunder have been assigned to it pursuant to such
                    Assignment Agreement, shall have the rights and obligations
                    of a Lender hereunder, and (z) the assigning Lender
                    thereunder shall, to the extent that rights and obligations
                    hereunder have been assigned by it pursuant to such
                    Assignment Agreement, relinquish its rights (other than any
                    rights that survive the termination of this Agreement under
                    Subsection X.I.1) and be released from its obligations under
                    this 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
                    Lender shall cease to be a party hereto except for any
                    rights retained as described above; provided that, anything
                    contained in any of the Loan Documents to the contrary
                    notwithstanding, if such Lender is the Issuing Lender with
                    respect to any outstanding Letters of Credit such 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). The
                    Commitments hereunder shall be modified to reflect the
                    Commitment of such assignee and any remaining Commitment of
                    such assigning Lender and, if any such assignment occurs
                    after the issuance of any Notes hereunder, the assigning
                    Lender shall, upon the effectiveness of such assignment or
                    as promptly thereafter as practicable, surrender its
                    applicable Notes, if any, to Administrative Agent for
                    cancellation, and thereupon new Notes shall, if so requested
                    by the assignee and/or the assigning Lender in accordance
                    with Subsection II.A.4, be issued to the assignee and/or to
                    the assigning Lender, substantially in the form of Exhibit
                    IV or Exhibit V annexed hereto, as the case may be, with
                    appropriate insertions, to reflect the new Commitments
                    and/or outstanding Revolving Loans and/or outstanding Term
                    Loans, as the case may be, of the assignee and/or the
                    assigning Lender. Any assignment or transfer by a Lender of
                    rights or obligations under this Agreement that does not
                    comply with this Subsection X.A.2 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 X.A.3.

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               b.   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 (if so required) referred to in Subsection
                    X.A.2.a and any forms, certificates or other evidence with
                    respect to United States federal income tax withholding
                    matters that such assignee may be required to deliver to
                    Administrative Agent pursuant to Subsection II.HB(iii)(a),
                    Administrative Agent shall, if Administrative Agent (and if
                    necessary, Borrower) has consented to the assignment
                    evidenced thereby (in each case to the extent such consent
                    is required pursuant to Subsection X.A.2.a), (a) accept such
                    Assignment Agreement by executing a counterpart thereof as
                    provided therein (which acceptance shall evidence any
                    required consent of Administrative Agent to such
                    assignment), (b) record the information contained therein in
                    the Register, and (c) give prompt notice thereof to
                    Borrower. Administrative Agent shall maintain a copy of each
                    Assignment Agreement delivered to and accepted by it as
                    provided in this Subsection X.A.2.b.

               c.   If the consent of Borrower to an assignment or to an
                    Eligible Assignee is required hereunder (including a consent
                    to an assignment which does not meet the minimum assignment
                    thresholds specified in Subsection 10.1B(i)), Borrower shall
                    be deemed to have given its consent five Business Days after
                    the date notice thereof has been delivered by the assigning
                    Lender (through Administrative Agent) unless such consent is
                    expressly refused by Borrower prior to such fifth Business
                    Day.

          3.   Participations. Any Lender may, without the consent of, or notice
               to, Borrower or Administrative Agent, sell participations to one
               or more banks or other entities (a "Participant") in all or a
               portion of such Lender's rights and/or obligations under this
               Agreement (including all or a portion of its Commitment and/or
               the Loans owing to it); provided that (i) such Lender's
               obligations under this Agreement shall remain unchanged, (ii)
               such Lender shall remain solely responsible to the other parties
               hereto for the performance of such obligations, and (iii)
               Borrower, Administrative Agent and the other Lenders shall
               continue to deal solely and directly with such Lender in
               connection with such Lender's rights and obligations under this
               Agreement. Any agreement or instrument pursuant to which a Lender
               sells such a participation shall provide that such Lender shall
               retain the sole right to enforce the Loan Documents and to
               approve any amendment, modification or waiver of any provision of
               the Loan Documents; provided that such agreement or instrument
               may provide that such Lender will not, without the consent of
               such Participant, agree to any

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               amendment, modification or waiver that affects such Participant
               if such amendment, modification or waiver requires the unanimous
               written consent of all Lenders pursuant to Subsection X.F.
               Subject to Subsection X.A.4, Borrower agrees that each
               Participant shall be entitled to the benefits of Subsections
               2.6D, 2.7, and 3.6 to the same extent as if it were a Lender and
               had acquired its interest by assignment pursuant to this
               Subsection X.A.3; provided, however, that in no event shall
               Borrower be obligated to make any payment with respect to such
               Subsections which is greater than the amount that Borrower would
               have paid to the Lender had no such participation been sold. To
               the extent permitted by law, each Participant also shall be
               entitled to the benefits of Subsection 10.4 as though it were a
               Lender, provided such Participant agrees to be subject to
               Subsection 10.5 as though it were a Lender if any amounts
               outstanding under this Agreement are due and unpaid, or shall
               have been declared or shall have become due and payable upon the
               occurrence of an Event of Default, each participant shall be
               deemed to have the right of set-off in respect of its
               participating interest in amounts owing under this Agreement to
               the same extent as if the amount of its participating interest
               were owing directly to it as a Lender under this Agreement.

          4.   No Greater Payments to Participants. A Participant shall not be
               entitled to receive any greater payment under Subsections 2.6D,
               2.7, and 3.6 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 Borrower'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
               Borrower is notified of the participation sold to such
               Participant and such Participant agrees, for the benefit of
               Borrower, to comply with Subsection 2.7B(iii) as though it were a
               Lender.

          5.   Assignments to Secured Parties and Trustees.

               a.   In addition to the assignments and participations permitted
                    under the foregoing provisions of this Subsection X.A, (1)
                    any Lender may assign and pledge all or any portion of its
                    Loans, the other Obligations owed to such Lender and its
                    Notes to any creditor, including any Federal Reserve Bank,
                    as collateral security pursuant to Regulation A of the Board
                    of Governors of the Federal Reserve System and any operating
                    circular issued by such Federal Reserve Bank; provided that
                    (i) no Lender shall, as between Borrower and such Lender, be
                    relieved of any of its obligations hereunder as a result of
                    any such assignment and pledge, and (ii) in no event shall
                    such creditor be considered to be a "Lender" or be entitled
                    to require the assigning Lender to take or omit to take any
                    action hereunder and (2) any Lender which is an Approved
                    Fund may

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                    pledge its Loans and/or Notes to its trustee for the benefit
                    of its investors without consent by or notice to Borrower or
                    Administrative Agent.

          6.   Information. Each Lender may furnish any information concerning
               Borrower 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
               X.T.

          7.   Representations of Lenders. Each Lender listed on the signature
               pages hereof hereby represents and warrants (i) that it is an
               Eligible Assignee described in clause (A) 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 present 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 of this Subsection X.A, 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 representations and warranties of such Lender contained in
               such Assignment Agreement are incorporated herein by this
               reference.

     B.   Expenses.
          --------

          Whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to pay promptly (i) all the actual and reasonable
out-of-pocket costs and expenses of preparation of the Loan Documents and any
consents, amendments, waivers or other modifications thereto; (ii) all the costs
of furnishing all opinions by counsel for Borrower (including any opinions
requested by Lenders as to any legal matters arising hereunder) and of
Borrower'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) the reasonable fees,
expenses and disbursements of counsel to Administrative Agent 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 Borrower; (iv) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Administrative
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 Administrative Agent and of counsel providing any opinions that
Administrative Agent or Requisite Lenders may request in respect of the
Collateral Documents or the Liens created pursuant thereto; (v) all the actual
costs and reasonable expenses (including the reasonable fees, expenses and
disbursements of any auditors, accountants or appraisers and any environmental
or other consultants, advisors and agents employed or retained by

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Administrative Agent or its counsel) of obtaining and reviewing any
environmental audits or reports provided for as a result of its due diligence
and any audits or reports provided for under Subsection VI.I.4 or 6.7 with
respect to any Collateral; (vi) the custody or preservation of any of the
Collateral; (vii) all other actual and reasonable costs and expenses incurred by
Administrative Agent in connection with the syndication of the Commitments and
the negotiation, preparation and execution of the Loan Documents and any
consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; and (viii) after the occurrence of an Event
of Default, all costs and expenses, including reasonable attorneys' fees
(including allocated costs of internal counsel) and fees, costs and expenses of
accountants, advisors and consultants, incurred by Administrative Agent and its
counsel relating to efforts to (a) evaluate or assess any Loan Party, its
business or financial condition and (b) protect, evaluate, assess or dispose of
any of the Collateral; and (ix) all costs and expenses, including reasonable
attorneys' fees (including allocated costs of internal counsel), fees, costs and
expenses of accountants, advisors and consultants and costs of settlement,
incurred by Administrative Agent and each Lender in enforcing any Obligations of
or in collecting any payments due from any Loan Party hereunder or under the
other Loan Documents by reason of such Event of Default (including in connection
with the sale of, collection from, or other realization upon any of the
Collateral or the enforcement of the Subsidiary Guaranty) 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.

     C.   Indemnity.
          ---------

          In addition to the payment of expenses pursuant to Subsection X.B,
whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Administrative Agent and Lenders, and the
officers, directors, employees, counsel, agents, representatives, trustees,
advisors and affiliates of Administrative Agent and Lenders (collectively called
the "Indemnitees"), from and against any and all Indemnified Liabilities (as
hereinafter defined); provided that Borrower shall not have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise from the gross negligence or willful
misconduct of that Indemnitee as determined by a final non-appealable 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 and Releases), 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

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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 or
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, or any enforcement of any of the Loan
Documents (including any sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Subsidiary Guaranty), (ii) the
statements contained in the commitment letter delivered by any Lender to
Borrower or Administrative Agent 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 Borrower or any of its Subsidiaries.

          To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this Subsection X.C may be unenforceable in whole or in
part because they are violative of any law or public policy, Borrower 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.

     D.   Set-Off; Security Interest in Deposit Accounts.
          ----------------------------------------------

          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 Borrower at any time or
from time to time, without notice to Borrower 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 or other amounts held by any Lender (or any Affiliate of
such Lender) for the credit or account of Borrower (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 such Lender) to or for the credit or the account of Borrower and
each other Loan Party against and on account of the Obligations of Borrower and
each other Loan Party to that Lender (or any Affiliate of such 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 or under any of the other Loan Documents shall have become due and
payable pursuant to VIII and although said obligations and liabilities, or any
of them, may be contingent or unmatured. Borrower hereby further grants to
Administrative Agent and each Lender a security interest in all deposits and
accounts maintained with Administrative Agent or such Lender as security for the
Obligations.

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<PAGE>

     E.   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
hereunder, then the Lender receiving such proportionately greater payment shall
(i) notify Administrative Agent and each other Lender of the receipt of such
payment and (ii) apply a portion of such payment to purchase participations
(which it shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment)
in 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 hereunder; 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 Borrower or
otherwise (and whether by litigation, demand, settlement or otherwise), those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Borrower expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

     F.   Amendments and Waivers.
          ----------------------

          No amendment, modification, termination or waiver of any provision of
this Agreement or of the Notes or of any of the other Loan Documents, and no
consent to any departure by Borrower herefrom or therefrom, shall in any event
be effective without the written concurrence of Requisite Lenders; unless
otherwise provided elsewhere in this Agreement; provided that in addition:

          (a)  any such amendment, modification, termination, waiver or consent
     which:

               (i)    postpones the date or reduces the amount of any scheduled
          payment of principal of any of the Loans;

               (ii)   postpones the date on which any interest or any fees are
          payable or reduces the amount of any interest or any fees payable
          hereunder (other than any waiver of any increase in the interest rate
          applicable to any of the Loans pursuant to Subsection 2.2E);

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<PAGE>

               (iii)  amends, modifies, terminates or waives any provision of
          Subsection II.B which decreases the interest rate borne by Loans
          (other than any waiver of any increase in the interest rate applicable
          to such Loans pursuant to Subsection 2.2) or the percentages set forth
          in the definitions of "Applicable Base Rate Margin" and "Applicable
          LIBOR Margin";

               (iv)   changes in any manner the definition of "Pro Rata Share"
          or the definition of "Requisite Lenders"

               (v)    changes the provisions of Subsections 2.4C(iii), 2.4D or
          10.5 to provide that Lenders will not share pro rata in payments,
          proceeds of Collateral or Aggregate Amounts Due;

               (vi)   changes in any manner any provision of this Agreement
          which, by its terms, expressly requires the approval or concurrence of
          all Lenders;

               (vii)  releases any Lien granted in favor of Administrative Agent
          with respect to all or substantially all of the Collateral;

               (viii) releases 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;

               (ix)   changes in any manner the provisions contained in
          Subsection VIII.A or this Subsection X.F; or

               (x)    increases the amount of any Lender's Term Loan Commitments
          or Revolving Loan Commitments over the amount thereof then in effect
          (it being understood that amendments, modifications or waivers of
          conditions precedent, representations and warranties, covenants or
          Events of Default or of a mandatory reduction in the Commitments shall
          not constitute an increase of the Commitments, and that an increase in
          the available portion of any Commitments shall not constitute an
          increase in the Commitments);

          shall be effective only if evidenced by the written concurrence of all
Lenders affected thereby.

          In addition,

          (a)  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;

          (b)  no amendment, modification, termination or waiver of any
     provision of Subsection 2.1A(i)-(ii) or of any other provision of this
     Agreement relating to the Tranche B Term Loan Commitments or the Revolving
     Loan Commitments shall increase the Commitments of any Lender over the
     amount thereof then in effect without the

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<PAGE>

     consent of Requisite Lenders and such Lender (it being understood that
     amendments, modifications or waivers of conditions precedent,
     representations and warranties, covenants or Events of Default or of a
     mandatory reduction in the Commitments shall not constitute an increase of
     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); and

          (c)  no amendment, modification, termination or waiver of any
     provision of IX or of any other provision of this Agreement that, by its
     terms, expressly requires the approval or concurrence of Administrative
     Agent shall be effective without the written concurrence of Administrative
     Agent.

          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 Borrower in any case shall entitle Borrower 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 X.F shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by Borrower, on Borrower. Notwithstanding anything
contained herein to the contrary, as among Lenders and Administrative Agent in
connection with the exercise of remedies under any of Loan Documents, the
written concurrence of Requisite Lenders shall be required for Administrative
Agent to exercise proxy rights in the election of the Governing Body of any Loan
Party owning real property or to acquire any ownership interest in real property
of any Loan Party.

     G.   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.

     H.   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, telexed 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 or telex, or three
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; provided that notices delivered by United States mail to
Administrative Agent or any Loan Party 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 the signature pages hereof or (i) as to Borrower and
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

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<PAGE>

party, such other address as shall be designated by such party in a written
notice delivered to 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 facsimile. 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, Agents and Lenders. 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 such
manually-signed copy shall not affect the effectiveness of any facsimile
document or signature.

     I.   Survival of Representations, Warranties and Agreements.
          ------------------------------------------------------

          W. 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.

          1.   Notwithstanding anything in this Agreement or implied by law to
               the contrary, the agreements of Borrower set forth in Subsections
               2.6D, 2.7, 1.1F, X.B, X.C, X.D, X.R and X.S and the agreements of
               Lenders set forth in Subsections IX.B.3, IX.D, X.E and X.S shall
               survive, for the applicable limitations period, the payment of
               the Loans, the cancellation or expiration of the Letters of
               Credit and the reimbursement of any amounts drawn thereunder, and
               the termination of this Agreement.

     J.   Failure or Indulgence Not Waiver; Remedies Cumulative.
          -----------------------------------------------------

          No failure or delay on the part of Administrative 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.

     K.   Marshalling; Payments Set Aside.
          -------------------------------

          Neither Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Borrower or any other party or
against or in payment of any or all of the Obligations. To the extent that
Borrower makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit of Lenders), or Administrative Agent or
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

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<PAGE>

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 (whether by litigation, demand, settlement or otherwise), 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.

     L.   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 remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     M.   Obligations Several; Independent Nature of Lenders' Rights.
          ----------------------------------------------------------

          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 Borrower, 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.

     N.   Release of Security; Guarantees.
          -------------------------------

          Upon the proposed sale or other disposition of any Collateral that is
permitted by this Agreement or to which Requisite Lenders (or, if required
pursuant to Subsection 10.6, all 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 to a Subsidiary Guarantor) permitted by this Agreement or
to which Requisite Lenders (or, if required pursuant to Subsection 10.6, all
Lenders) have otherwise consented, for which a Loan Party desires to obtain a
security interest release or a release of the Subsidiary Guaranty from
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,
Administrative Agent shall, at such Loan Party's expense, so long as
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 Subsidiary Guaranty, as may be
reasonably

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<PAGE>

requested by such Loan Party. Upon the payment in full of all Obligations, the
cancellation or termination of the Commitments and the cancellation or
expiration of all outstanding Letters of Credit (or the cash collateralization
thereof), each Subsidiary Guaranty and the security interests granted pursuant
to the Loan Documents (other than with respect to any cash collateral in respect
of Letters of Credit) shall terminate and all rights to the Collateral shall
revert to the applicable grantor Loan Parties. Upon any such termination
Administrative Agent will, at such Loan Party's expense, execute and deliver to
such Loan Party such documents as such Loan Party shall reasonably request to
evidence such termination.

     O.   Headings.
          --------

          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.

     P.   Applicable 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 CONFLICTS
OF LAWS PRINCIPLES.

     Q.   Successors and Assigns.
          ----------------------

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

     R.   Consent to Jurisdiction and Service of Process.
          ----------------------------------------------

          ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
HEREUNDER OR THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK OR IN ANY
FEDERAL COURT IN THE NORTHERN DISTRICT OF CALIFORNIA, U.S.A. BY EXECUTING AND
DELIVERING THIS AGREEMENT, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

                                       146

<PAGE>

          (I)   ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
     JURISDICTION AND VENUE OF SUCH COURTS;

          (II)  WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND ANY OBJECTION TO
     VENUE;

          (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 BORROWER AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
     SUBSECTION X.H;

          (IV)  AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
     SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH
     PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
     BINDING SERVICE IN EVERY RESPECT;

          (V)   AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY

     OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BORROWER IN
     THE COURTS OF ANY OTHER JURISDICTION; AND

          (VI)  AGREES THAT THE PROVISIONS OF THIS SUBSECTION X.R 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.

     S.   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 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 X.S AND EXECUTED BY EACH OF THE
PARTIES

                                       147

<PAGE>

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.

     T.   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 Borrower in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with safe
and sound banking practices, it being understood and agreed by Borrower that in
any event a Lender may make disclosures (a) to its Affiliates and to directors,
officers, employees and agents of such Lender and its Affiliates, 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 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 X.T, to (i) any Eligible Assignee of or Participant in,
or any prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of Borrower, (g) with the consent of
Borrower, (h) to the extent such information (i) becomes publicly available
other than as a result of a breach of this Subsection X.T, or (ii) becomes
available to Administrative Agent or any Lender on a nonconfidential basis from
a source other than Borrower, 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 Borrower 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 Borrower or any of its Subsidiaries. Notwithstanding anything
contained herein to the contrary, Borrower understands and agrees that
Administrative Agent and each of the institutions identified as "Co-Lead
Arranger" or "Co-Syndication Agent" on the title page to this Agreement may make
customary disclosures for advertising and "league table" purposes.

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<PAGE>

          Notwithstanding anything to contrary herein, Borrower and
Administrative Agent hereby agree that Borrower (and each of its employees,
representatives and agents) is permitted to disclose to any Person, the
structure and tax aspects of the transactions contemplated by the Loan
Documents, and all materials of any kind (including opinions and other tax
analyses) that are provided to Borrower related to such structure and tax
aspects. In this regard, Borrower acknowledges and agrees that Borrower's
disclosure of the structure or tax aspects of such transactions is not limited
in any way by an express or implied understanding or agreement, oral or written
(whether or not such agreement or understanding is legally binding).
Furthermore, Borrower acknowledges and agrees that it does not know or have
reason to know that its use or disclosure of information relating to the
structure or tax aspects of the transactions contemplated by the Loan Documents
is limited in any other manner for the benefit of any other Person.

     U.   Co- Lead Arrangers and Co-Syndication Agents.
          --------------------------------------------

          None of the institutions identified as "Co-Lead Arrangers" or
"Co-Syndication Agents" on the title page to this Agreement shall have any
obligations, liabilities or duties under this Agreement other than those
applicable to a Lender (but only if such institution is a Lender) as such, and
no such institution shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any such institution in deciding to enter into this Agreement or in
taking or not taking any action hereunder.

     V.   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 and receipt by Borrower and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.

     W.   Limitation of Liability.
          -----------------------

          Neither Administrative Agent nor any Lender shall be responsible or
liable to any other party or any other person for consequential or punitive
damages that may be alleged as a result of this Agreement or any other Loan
Document.

     X.   Further Assurances.
          ------------------

          Each Loan Party agrees that from time to time, it shall, at its
expense, promptly execute and deliver, or cause to be executed and delivered,
all further agreements, documents and instruments, and do or cause to be done
all further acts as may be reasonably necessary or reasonably desirable, or that
Administrative Agent may reasonably request, in order to evidence,

                                       149

<PAGE>

perfect, maintain and enforce any security interest granted or purported to be
granted by, or to otherwise effectuate the provisions or purposes of, this
Agreement or any of the other Loan Documents and to enable Administrative Agent,
on behalf of the Lenders, to exercise and enforce its rights and remedies under
this Agreement or any of the other Loan Documents.

                  [Remainder of page intentionally left blank]

                                       150

<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.

                                        BORROWER:

                                        CENTRAL GARDEN & PET COMPANY,
                                        a Delaware corporation


                                        By:       /s/ Stuart W. Booth
                                           -------------------------------------
                                                     Stuart W. Booth
                                                     Vice President,
                                                 Chief Financial Officer


                                        Notice Address:
                                               3697 Mt. Diablo Boulevard
                                               Suite 310
                                               Lafayette, California  94549
                                               Attn:  Stuart W. Booth
                                               Facsimile No.:  (925) 283-4984

                                       S-1

<PAGE>

                                        ADMINISTRATIVE AGENT:

                                        CANADIAN IMPERIAL BANK OF COMMERCE,
                                        as Administrative Agent


                                        By:          /s/ Dean Decker
                                           -------------------------------------
                                                       Dean Decker
                                        Title: Managing Director
                                               CIBC World Markets Corp., AS
                                               AGENT


                                        Notice Address:

                                        CANADIAN IMPERIAL BANK OF COMMERCE
                                        425 Lexington Avenue
                                        New York, New York  10017
                                        Attn.:  Agency Services Dept.
                                        Facsimile No.: (212) 856-3763

                                        With a Copy to:

                                        CIBC WORLD MARKETS CORP.
                                        10880 Wilshire Boulevard
                                        Suite 1700
                                        Los Angeles, California  90024
                                        Facsimile No.: (310) 446-3610

                                       S-2

<PAGE>

                                        LENDERS:

                                        CIBC INC., as Lender


                                        By:          /s/ Dean Decker
                                           -------------------------------------
                                                        Dean Decker
                                        Title: Managing Director
                                               CIBC World Markets Corp., AS
                                               AGENT


                                        Notice Address:

                                        CIBC INC.
                                        425 Lexington Avenue
                                        New York, New York  10017
                                        Attn.: Agency Services Dept.
                                        Facsimile No.: (212) 856-3763

                                        With a Copy to:

                                        CIBC WORLD MARKETS CORP.
                                        10880 Wilshire Boulevard
                                        Suite 1700
                                        Los Angeles, California  90024
                                        Facsimile No.: (310) 446-3610

                                       S-3

<PAGE>

                                        --------------------------------------,
                                        as Lender


                                        By:
                                           -------------------------------------
                                           [Name]
                                           [Title]

                                        Notice Address:
                                        ----------------------------------------
                                        ----------------------------------------
                                        ----------------------------------------

                                        Facsimile:
                                                  ------------------------------

                                       S-4