<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                CREDIT AGREEMENT

                            Dated as of July 29, 2003

                                      among

                                 STEELCASE INC.,

                                       and

                            THE SUBSIDIARY BORROWERS
                        FROM TIME TO TIME PARTIES HERETO,
                                as the Borrowers

          THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS,

                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             as Administrative Agent

                                       and

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent

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

                         BANC ONE CAPITAL MARKETS, INC.
                             BANK ONE EUROPE LIMITED
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                 as Joint Lead Arrangers and Joint Book Runners

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

                         SIDLEY AUSTIN BROWN & WOOD LLP
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                           PAGE
-------                                                                                                           ----
<S>                                                                                                               <C>
ARTICLE I:  DEFINITIONS AND GENERALLY APPLICABLE PRINCIPLES.....................................................    1
         1.1.  Certain Defined Terms............................................................................    1
         1.2.  References.......................................................................................   27
         1.3.  Company Acting on Behalf of Itself and Subsidiary Borrowers......................................   27
         1.4.  Joint and Several Liability for Obligations of the Company, Domestic Subsidiary Borrowers
                  and Special Foreign Subsidiary Borrowers; Joint and Several Liability for Obligations
                  of the Traditional Foreign Subsidiary Borrowers; No Liability of Traditional Foreign
                  Subsidiary Borrowers for Obligations of the Company, the Domestic Subsidiary Borrowers
                  or the Special Foreign Subsidiary Borrowers...................................................   28

ARTICLE II:  REVOLVING LOAN FACILITIES..........................................................................   29
         2.1.  Revolving Loans..................................................................................   29
         2.2.  Swing Line Loans.................................................................................   29
         2.3.  Rate Options for all Advances; Maximum Interest Periods..........................................   31
         2.4.  Optional Payments; Mandatory Prepayments.........................................................   31
         2.5.  Voluntary Reduction of Commitments...............................................................   33
         2.6.  Method of Borrowing..............................................................................   33
         2.7.  Method of Selecting Types, Currency and Interest Periods for Advances............................   33
         2.8.  Minimum Amount of Each Advance...................................................................   33
         2.9.  Method of Selecting Types, Currency and Interest Periods for Conversion and Continuation
                  of Advances...................................................................................   34
         2.10.  Default Rate....................................................................................   35
         2.11.  Method of Payment...............................................................................   35
         2.12.  Evidence of Debt................................................................................   35
         2.13.  Notices.........................................................................................   36
         2.14.  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Taxes........   36
         2.15.  Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan
                  Commitment Reductions.........................................................................   42
         2.16.  Lending Installations...........................................................................   42
         2.17.  Non-Receipt of Funds by the Administrative Agent................................................   43
         2.18.  Termination Date................................................................................   43
         2.19.  Replacement of Certain Lenders..................................................................   43
         2.20.  Judgment Currency...............................................................................   44
         2.21.  Market Disruption; Denomination of Amounts in Dollars; Dollar Equivalent of
                  Reimbursement Obligations.....................................................................   45
         2.22.  Increase of Aggregate Revolving Loan Commitment.................................................   45
         2.23.  Addition of Subsidiary Borrowers................................................................   47

ARTICLE III:  THE LETTER OF CREDIT FACILITY.....................................................................   47
         3.1.  Obligation to Issue Letters of Credit............................................................   47
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         3.2.  Intentionally Omitted............................................................................   47
         3.3.  Types and Amounts................................................................................   48
         3.4.  Conditions.......................................................................................   48
         3.5.  Procedure for Issuance of Letters of Credit......................................................   48
         3.6.  Letter of Credit Participation...................................................................   49
         3.7.  Reimbursement Obligation.........................................................................   49
         3.8.  Letter of Credit Fees............................................................................   50
         3.9.  Issuing Bank Reporting Requirements..............................................................   50
         3.10.  Indemnification; Exoneration....................................................................   50
         3.11.  Cash Collateral.................................................................................   51

ARTICLE IV:  CHANGE IN CIRCUMSTANCES............................................................................   52
         4.1.  Yield Protection.................................................................................   52
         4.2.  Changes in Capital Adequacy Regulations..........................................................   53
         4.3.  Availability of Types of Advances................................................................   54
         4.4.  Funding Indemnification..........................................................................   54
         4.5.  Lender Statements; Survival of Indemnity.........................................................   54

ARTICLE V:  CONDITIONS PRECEDENT................................................................................   54
         5.1.  Conditions to Closing............................................................................   54
         5.2.  Each Advance and Letter of Credit................................................................   56
         5.3.  Initial Advance to Each New Subsidiary Borrower..................................................   57

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES.....................................................................   58
         6.1.  Organization; Corporate Powers...................................................................   58
         6.2.  Authority; Validity; Enforceability..............................................................   59
         6.3.  No Conflict; Governmental Consents...............................................................   59
         6.4.  Financial Statements.............................................................................   59
         6.5.  No Material Adverse Change.......................................................................   60
         6.6.  Taxes............................................................................................   60
         6.7.  Litigation; Loss Contingencies...................................................................   60
         6.8.  Subsidiaries.....................................................................................   60
         6.9.  ERISA............................................................................................   60
         6.10.  Accuracy of Information.........................................................................   61
         6.11.  Securities Activities...........................................................................   61
         6.12.  Material Agreements.............................................................................   62
         6.13.  Compliance with Laws............................................................................   62
         6.14.  Assets and Properties...........................................................................   62
         6.15.  Statutory Indebtedness Restrictions.............................................................   62
         6.16.  Environmental Matters...........................................................................   62
         6.17.  Insurance.......................................................................................   63
         6.18.  Solvency........................................................................................   63
         6.19.  Benefits........................................................................................   63
         6.20.  Reportable Transaction..........................................................................   63
         6.21.  Negative and Equal and Ratable Pledge Clauses...................................................   63
         6.22.  Additional Representations and Warranties of Foreign Subsidiary Borrowers.......................   64
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
ARTICLE VII:  COVENANTS.........................................................................................   65
         7.1.  Reporting........................................................................................   65
         7.2.  Affirmative Covenants............................................................................   69
         7.3.  Negative Covenants...............................................................................   71
         7.4.  Financial Covenants..............................................................................   78

ARTICLE VIII:  DEFAULTS.........................................................................................   80
         8.1.  Defaults.........................................................................................   80

ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES.................................   83
         9.1.  Termination of Revolving Loan Commitments; Acceleration..........................................   83
         9.2.  Preservation of Rights...........................................................................   83
         9.3.  Amendments.......................................................................................   83

ARTICLE X:  GENERAL PROVISIONS..................................................................................   85
         10.1.  Survival of Representations.....................................................................   85
         10.2.  Governmental Regulation.........................................................................   85
         10.3.  Accounting......................................................................................   85
         10.4.  Headings........................................................................................   85
         10.5.  Entire Agreement................................................................................   85
         10.6.  Several Obligations; Benefits of this Agreement.................................................   85
         10.7.  Expenses; Indemnification.......................................................................   86
         10.8.  Numbers of Documents............................................................................   87
         10.9.  Confidentiality.................................................................................   87
         10.10.  Severability of Provisions.....................................................................   87
         10.11.  Nonliability of Lenders........................................................................   87
         10.12.  GOVERNING LAW..................................................................................   88
         10.13.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL........................................   88
         10.14.  Subordination of Intercompany Indebtedness.....................................................   89

ARTICLE XI:  THE ADMINISTRATIVE AGENT...........................................................................   90
         11.1.  Appointment; Nature of Relationship.............................................................   90
         11.2.  Powers..........................................................................................   90
         11.3.  General Immunity................................................................................   90
         11.4.  No Responsibility for Loans, Creditworthiness, Recitals, Etc....................................   90
         11.5.  Action on Instructions of Lenders...............................................................   91
         11.6.  Employment of Administrative Agent and Counsel..................................................   91
         11.7.  Reliance on Documents; Counsel..................................................................   91
         11.8.  The Administrative Agent's Reimbursement and Indemnification....................................   91
         11.9.  Rights as a Lender..............................................................................   92
         11.10.  Lender Credit Decision.........................................................................   92
         11.11.  Successor Administrative Agent.................................................................   92
         11.12.  No Duties Imposed Upon Syndication Agent or Arrangers..........................................   93
         11.13.  Notice of Default..............................................................................   93
         11.14.  Delegation to Affiliates.......................................................................   93
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         11.15.  Authority with Respect to Guarantees and Pledge Agreements.....................................   93

ARTICLE XII:  SETOFF; RATABLE PAYMENTS..........................................................................   94
         12.1.  Setoff..........................................................................................   94
         12.2.  Ratable Payments................................................................................   95
         12.3.  Relations Among Lenders.........................................................................   95
         12.4.  Representations and Covenants Among Lenders.....................................................   95

ARTICLE XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................................................   95
         13.1.  Successors and Assigns; Designated Lenders......................................................   95
         13.2.  Participations..................................................................................   97
         13.3.  Assignments.....................................................................................   98
         13.4.  Dissemination of Information....................................................................  100
         13.5.  Tax Certifications..............................................................................  100

ARTICLE XIV:  NOTICES...........................................................................................  100
         14.1.  Giving Notice...................................................................................  100
         14.2.  Change of Address...............................................................................  100

ARTICLE XV:  COUNTERPARTS.......................................................................................  101
</TABLE>

                                        v

<PAGE>

                             EXHIBITS AND SCHEDULES

                                    EXHIBITS

<TABLE>
<S>                  <C>       <C>
EXHIBIT A            --        Revolving Loan Commitments
                               (Definitions)
EXHIBIT A-1          --        Eurocurrency Payment Offices
                               (Definitions)
EXHIBIT B            --        Form of Borrowing/Election Notice
                               (Section 2.2, Section 2.7 and Section 2.9)
EXHIBIT C            --        Form of Request for Letter of Credit
                               (Section 3.4)
EXHIBIT D            _         Form of Assignment Agreement
                               (Definitions and Section 13.3)
EXHIBIT E            --        Form of Company's and Subsidiary Guarantors' Counsel's Opinion
                               (Sections 5.1 and 5.3)
EXHIBIT F            --        List of Closing Documents
                               (Section 5.1)
EXHIBIT G            --        Form of Officer's Certificate
                               (Sections 5.2 and 7.1(A)(iii))
EXHIBIT H            --        Form of Compliance Certificate
                               (Sections 5.2 and 7.1(A)(iii))
EXHIBIT I            --        Form of Subsidiary Guaranty
                               (Definitions)
EXHIBIT J            --        Form of Revolving Loan Note
                               (If Requested) (Section 2.12(D))
EXHIBIT K            --        Form of Assumption Letter
                               (Definitions)
EXHIBIT L            --        Form of Designation Agreement
                               (Section 13.1(B))
EXHIBIT M            --        Form of Commitment and Acceptance
                               (Section 2.22)
</TABLE>

                                       vi

<PAGE>

                                    SCHEDULES

<TABLE>
<S>                          <C>         <C>
Pricing Schedule

Schedule 6.21                --          Negative and Equal and Ratable Pledge Clauses (Section 6.21)

Schedule 7.3(A)(i)           --          Permitted Existing Non-Guarantor Subsidiary Indebtedness (Definitions,
                                         Section 7.3(A)(i))

Schedule 7.3(C)(ii)          --          Permitted Existing Liens (Section 7.3(C)(ii))

Schedule 7.3(D)(vi)          --          Permitted Existing Non-Obligor Subsidiary Investments (Section 7.3(D)(vi))

Schedule 7.3(D)(ix)          --          Permitted Existing Additional Investments (Section 7.3(D)(ix))
</TABLE>

                                       vii

<PAGE>

                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT, dated as of July 29, 2003, is entered into by
and among Steelcase Inc., a Michigan corporation, as the Company, the Subsidiary
Borrowers from time to time parties hereto, the institutions from time to time
parties hereto as Lenders, whether by execution of this Agreement or an
Assignment Agreement pursuant to Section 13.3, Bank One, NA (Main Office
Chicago), as Administrative Agent for itself and the other Lenders and Bank of
America, N.A., as Syndication Agent. The parties hereto agree as follows:

         ARTICLE I: DEFINITIONS AND GENERALLY APPLICABLE PRINCIPLES

         1.1. Certain Defined Terms. The following terms used in this Agreement
shall have the following meanings, applicable both to the singular and the
plural forms of the terms defined.

         As used in this Agreement:

         "ACCOUNTING CHANGE" is defined in Section 10.3 hereof.

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (other than transactions involving solely the
Company and its Subsidiaries) (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding Equity Interests of another Person.

         "ADJUSTED EBITDA" means, with respect to the Company and its
consolidated Subsidiaries (all as determined in accordance with Agreement
Accounting Principles):

         (a)      EBIT,

plus     (b)      all amounts deducted in determining such EBIT on account of
                  depreciation and amortization expense,

minus    (c)      any extraordinary or unusual gains or non-recurring gains
                  (including any restructuring gains, all such non-recurring
                  gains to be determined by the Company in a manner consistent
                  with the Company's consolidated financial statements for the
                  fiscal year ending February 28, 2003) to the extent added in
                  computing such EBIT (or plus any extraordinary or unusual
                  non-cash losses or charges or non-recurring non-cash losses or
                  charges (other than any such non-cash loss or charge to the
                  extent that it represents an accrual of or reserve for cash
                  expenditures in any future period), including any non-cash
                  restructuring losses or charges, all such non-recurring
                  non-cash losses or charges to be determined by the Company in
                  a manner consistent with the Company's consolidated financial
                  statements for the

<PAGE>

                  fiscal year ending February 28, 2003) to the extent deducted
                  in computing such EBIT, and plus (i) any loss or charge on the
                  sale of the Company's lease portfolio or (ii) any loss or
                  charge on the disposition of any non-strategic assets divested
                  in the fiscal year ending February 27, 2004 to the extent such
                  losses or charges do not in the aggregate exceed $25,000,000),

plus     (d)      cash charges (net of cash gains) in an aggregate amount not to
                  exceed $20,000,000 to the extent deducted in computing such
                  EBIT identified for the fiscal year ending February 27, 2004
                  relating to restructuring activities,

plus     (e)      any non-cash impairments to fixed assets or goodwill or other
                  intangible assets to the extent deducted in computing such
                  EBIT and such fixed assets or goodwill or other intangible
                  assets are identified on the Company's consolidated balance
                  sheet for the fiscal quarter ending May 30, 2003,

plus     (f)      for the fiscal quarter ending May 30, 2003, $13,000,000
                  (attributable to net nonrecurring charges occurring during the
                  fiscal quarter ended August 23, 2002),

plus     (g)      for the fiscal quarters ending May 30, 2003 and August 29,
                  2003, $31,000,000 (attributable to net nonrecurring charges
                  occurring during the fiscal quarter ended November 22, 2002),

minus    (h)      for the fiscal quarters ending May 30, 2003, August 29, 2003
                  and November 28, 2003, $23,000,000 (attributable to net
                  nonrecurring gains occurring during the fiscal quarter ended
                  February 28, 2003).

Notwithstanding anything herein, with respect to any Acquisition having an
aggregate purchase price (including the assumption of Indebtedness in connection
therewith and any transaction related contractual payments for which the amount
and liability are established at the time the Acquisition is consummated) of
greater than or equal to $5,000,000 (and otherwise, at the Company's option), in
any financial statements of the Company or in generally accepted accounting
principles to the contrary, for purposes of calculating and determining Adjusted
EBITDA for any fiscal quarter of the Company, any Acquisition made by the
Company or any of its Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the period for which
such Adjusted EBITDA was calculated shall be deemed to have occurred on the
first day of the relevant period for which such Adjusted EBITDA was calculated
on a pro forma basis acceptable to the Administrative Agent, but without giving
effect to any projected synergies resulting from such Acquisition.

         "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Administrative Agent appointed pursuant to Article XI hereof.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to a Borrower of the same Type
and, in the case of Eurocurrency Rate Advances, in the same currency and for the
same Interest Period.

         "AFFECTED LENDER" is defined in Section 2.19 hereof.

                                        2

<PAGE>

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlled by or under common control with such Person. A Person shall be deemed
to control another Person if the controlling Person (i) is the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act) of greater
than or equal to ten percent (10%) or more of the combined voting power of the
controlled Person (giving effect to the relative voting rights associated with
the voting securities or other voting interests held by the controlling Person)
or (ii) possesses, directly or indirectly, the power to direct or cause the
direction of the management or policies of the controlled Person, whether
through ownership of Capital Stock, by contract or otherwise.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as the same may be increased or
reduced from time to time pursuant to the terms hereof. The initial Aggregate
Revolving Loan Commitment is Two Hundred Fifty Million and 00/100 Dollars
($250,000,000.00).

         "AGREED CURRENCIES" means (i) Dollars and (ii) so long as such currency
remains an eligible currency, euro. For purposes of this Agreement, euro shall
remain an eligible currency so long as neither the Administrative Agent nor the
Company has given notice in accordance with Section 2.21 and such currency
remains readily available, freely traded and one for which deposits are
customarily offered to banks in the London interbank market, convertible into
Dollars in the international interbank market available to the Lenders in such
market and as to which an Equivalent Amount may be readily calculated. If in the
determination of the Administrative Agent, (a) the euro shall no longer be
readily available or freely traded or (b) an Equivalent Amount is not readily
calculable therefor (each of clause (a) and (b), a "DISQUALIFYING EVENT"), then
the Administrative Agent shall promptly notify the Lenders and the Company, and
the euro shall no longer be an Agreed Currency until such time as the
Disqualifying Event(s) no longer exist, but in any event within five (5)
Business Days of receipt of such notice from the Administrative Agent, the
Company shall repay all Loans in such currency to which the Disqualifying Event
applies or convert such Loan into Loans in Dollars, subject to the other terms
contained in Articles II and IV.

         "AGREEMENT" means this Credit Agreement, as it may be amended,
restated, supplemented or otherwise modified and in effect from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 6.4; provided, however, that except as provided
in Section 10.3, with respect to the calculation of the financial covenants set
forth in Section 7.4, "Agreement Accounting Principles" means generally accepted
accounting principles as in effect in the United States as of the Closing Date,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4 hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

                                        3

<PAGE>

         "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of
determination, the rate per annum then applicable to Eurocurrency Rate Loans
determined in accordance with the provisions the Pricing Schedule hereto.

         "APPLICABLE FACILITY FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C)(i) hereof determined in accordance with the
provisions of the Pricing Schedule hereto.

         "APPLICABLE FLOATING RATE MARGIN" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans
determined in accordance with the provisions of the Pricing Schedule hereto.

         "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination,
a rate per annum used to calculate Letter of Credit fees equal to the Applicable
Eurocurrency Margin then in effect.

         "APPLICABLE UTILIZATION FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(c)(ii) hereof determined in accordance with
the provisions of the Pricing Schedule hereto.

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

         "ARRANGER" means each of Banc One Capital Markets, Inc., Bank One
Europe Limited and Banc of America Securities LLC in its respective capacity as
a joint lead arranger and joint book runner for the loan transaction evidenced
by this Agreement.

         "ASSIGNMENT AGREEMENT" means an assignment and assumption agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

         "ASSET COVERAGE RATIO" is defined in Section 7.4(D) hereof.

         "ASSET SALE" means, with respect to the Company or any of its
Subsidiaries, the sale, lease, conveyance, disposition or other transfer by such
Person of any of its assets (including by way of a sale-leaseback transaction,
and including the sale or other transfer of any of the Equity Interests of any
Subsidiary of such Person) to any Person other than (i) the sale of Receivables
and Related Security in connection with a Permitted Receivables Financing, (ii)
the continued sale of the lease portfolio of the Company and its Subsidiaries,
(iii) the sale of assets having a book value of approximately $11,300,000 and
identified as of February 28, 2003 as being held for sale, (iv) the sale of
inventory in the ordinary course of business, (v) the sale of a non-strategic
subsidiary having a book value of approximately $15,000,000 as of February 28,
2003, (vi) the sale, lease, conveyance, disposition or other transfer to the
Company or any Subsidiary and (vii) the sale or exchange of any capital asset
(including aircraft operated by the Company) in good faith contemplation of the
purchase or acquisition by the Company or any Subsidiary of a capital asset of
like kind within 180 days after such sale or exchange.

                                        4

<PAGE>

         "ASSUMPTION LETTER" means a letter from a Subsidiary of the Company
addressed to the Lenders in substantially the form of Exhibit K hereto pursuant
to which such Subsidiary agrees to become a Subsidiary Borrower and agrees to be
bound by the terms and conditions of this Agreement as if originally a party
hereto.

         "AUTHORIZED OFFICER" means any of the president and chief executive
officer, the chief financial officer, the treasurer, the Director of Corporate
Treasury Services or any vice president of the Company, acting singly.

         "BANK OF AMERICA" means Bank of America, N.A., in its individual
capacity, and its successors.

         "BANK ONE" means Bank One, NA (Main Office Chicago), in its individual
capacity, and its successors.

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan, a plan not governed by ERISA or a
nonqualified retirement plan) in respect of which the Company or any other
member of the Controlled Group is, or within the immediately preceding six (6)
years was, an "employer" as defined in Section 3(5) of ERISA.

         "BORROWER" means each of (i) the Company and (ii) any Subsidiary
Borrower, and "BORROWERS" means, collectively, the Company and all Subsidiary
Borrowers.

         "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

         "BORROWING/ELECTION NOTICE" is defined in Section 2.7 hereof.

         "BUSINESS DAY" means:

         (a)      with respect to any borrowing, payment or rate selection of
                  Eurocurrency Rate Advances where the Agreed Currency is
                  Dollars, a day (other than a Saturday or Sunday) on which
                  banks generally are open in Chicago, Illinois and New York,
                  New York for the conduct of substantially all of their
                  commercial lending activities, interbank wire transfers can be
                  made on the Fedwire system and dealings in Dollars are carried
                  on in the London interbank market;

         (b)      with respect to any borrowing, payment or rate selection of
                  Eurocurrency Rate Advances where the Agreed Currency is euro,
                  a day (other than a Saturday or Sunday) on which banks
                  generally are open in Chicago, Illinois, New York, New York
                  and London, England for the conduct of substantially all of
                  their commercial lending activities, interbank wire transfers
                  can be made on the Fedwire system, dealings in euro are
                  carried on in the relevant interbank market and any clearing
                  system determined by the Administrative Agent to be suitable
                  for clearing or settlement of euro is open for business; and

         (c)      for all other purposes, a day (other than a Saturday or
                  Sunday) on which banks generally are open in Chicago, Illinois
                  and New York, New York for the conduct

                                        5

<PAGE>

                  of substantially all of their commercial lending activities
                  and interbank wire transfers can be made on the Fedwire
                  system.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures by the Company and its consolidated Subsidiaries during such period
that, in conformity with Agreement Accounting Principles, are required to be
included in or reflected by the property, plant, equipment or similar fixed
asset accounts on the consolidated balance sheet of the Company and its
Subsidiaries; provided, however, that with respect to expenditures relating to
the acquisition of an asset in an exchange of a like-kind asset, such
expenditures shall be net of any proceeds received by, or amounts credited to,
the Company or its consolidated Subsidiaries in connection with the sale or
exchange of the existing asset that is being functionally replaced within 180
days of such sale or exchange.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a limited liability
company, membership interests, (iv) in the case of a partnership, partnership
interests (whether general or limited) 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;
provided, however, that "Capital Stock" shall not include any debt securities
convertible into equity securities prior to such conversion.

         "CAPITALIZED LEASE" of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases would be capitalized on a
balance sheet of such Person prepared in accordance with Agreement Accounting
Principles.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the governments of the United States and backed by
the full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A (or
better) by S&P or A2 (or better) by Moody's, and which certificates of deposit
and time deposits are fully protected against currency fluctuations for any such
deposits with a term of more than ninety (90) days; (iii) shares of money
market, mutual or similar funds having assets in excess of $250,000,000 and the
investments of which are limited to investment grade securities (i.e.,
securities rated BBB (or better) by S&P or Baa2 (or better) by Moody's; and (iv)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or better) by S&P, P-1 (or better) by Moody's; provided that the maturities of
such Cash Equivalents shall not exceed three hundred sixty-five (365) days from
the date of acquisition thereof.

                                        6

<PAGE>

         "CHANGE" is defined in Section 4.2 hereof.

         "CHANGE OF CONTROL" means an event or series of events by which any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act), other than any holder or beneficial owner of the
Company's Class B common stock, becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act, provided that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of thirty-five
percent (35%) or more of the combined voting power of the Company's outstanding
Capital Stock ordinarily having the right to vote at an election of directors.

         "CLOSING DATE" means July 29, 2003.

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

         "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

         "COMMITMENT AND ACCEPTANCE" is defined in Section 2.22 hereof.

         "COMMITMENT INCREASE NOTICE" is defined in Section 2.22 hereof.

         "COMPANY" means Steelcase Inc., a Michigan corporation, together with
its successors and permitted assigns, including a debtor-in-possession on behalf
of the Company.

         "COMPANY GUARANTY" means that certain Guaranty, dated as of the date
required pursuant to Section 5.3, in form and substance substantially similar to
Exhibit I hereto (with such appropriate changes as may be agreed to by the
Administrative Agent), executed by the Company in favor of the Administrative
Agent, for the ratable benefit of the itself and the other Holders of
Obligations, unconditionally guaranteeing all of the indebtedness, obligations
and liabilities of the Subsidiary Borrowers arising under or in connection with
the Loan Documents, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

         "CONSOLIDATED ASSETS" means, as of any date, except as expressly
provided herein, the total assets of the Company and its Subsidiaries on a
consolidated basis, determined for the most recent fiscal quarter for which
financial statements are publicly available in accordance with Agreement
Accounting Principles.

         "CONSOLIDATED SALES" means, for any period, except as expressly
provided herein, the total sales of the Company and its Subsidiaries on a
consolidated basis, determined for the most recent fiscal quarter for which
financial statements are publicly available in accordance with Agreement
Accounting Principles.

         "CONSOLIDATED NET WORTH" means, at a particular date, the amount
reported as shareholders' equity on the consolidated balance sheet for the
Company and its consolidated

                                        7

<PAGE>

Subsidiaries for the most recent fiscal quarter for which financial statements
are publicly available determined in accordance with Agreement Accounting
Principles.

         "CONTAMINANT" means any pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance, asbestos, polychlorinated biphenyls ("PCBS"), or any constituent of
any such substance for which liability or standards of care are imposed under
any Environmental, Health or Safety Requirements of Law.

         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, 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.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Company; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Company; and
(iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Company, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

         "CUSTOMARY PERMITTED LIENS" means:

                  (i)      Liens with respect to the payment of taxes,
         assessments or governmental charges in all cases (A) which are not yet
         due and payable or (B) if foreclosure, distraint, sale or other similar
         proceedings shall not have been commenced or any such proceeding after
         being commenced is stayed, which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which (x) adequate reserves or other appropriate
         provisions are being maintained, which reserves and provisions shall be
         maintained in accordance with generally accepted accounting principles
         as in effect from time to time, if and to the extent that such
         generally accepted accounting principles so require, and (y) in the
         case of any Environmental Liens, any Liens in favor of the IRS or any
         Liens in favor of the PBGC that are being contested, no such Liens,
         individually or in the aggregate, exceed $30,000,000;

                                        8

<PAGE>

                  (ii)     statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen or workmen and other
         similar Liens imposed by law created in the ordinary course of business
         for amounts not yet due or which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained, which reserves and provisions shall be
         maintained in accordance with generally accepted accounting principles
         as may be in effect from time to time, if and to the extent that such
         generally accepted accounting principles so require;

                  (iii)    Liens incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the assets or property of the
         Company and its Subsidiaries taken as a whole or materially impair the
         use thereof in the operation of the businesses taken as a whole and (B)
         all Liens securing bonds to stay judgments or in connection with
         appeals do not secure at any time an aggregate amount exceeding
         $35,000,000;

                  (iv)     Liens arising with respect to zoning restrictions,
         easements, encroachments, licenses, reservations, covenants,
         rights-of-way, utility easements, building restrictions and other
         similar charges, restrictions or encumbrances on the use of real
         property which do not in any case materially detract from the value of
         the property subject thereto or materially interfere with the ordinary
         use or occupancy of the real property or with the ordinary conduct of
         the business of the Company or any of its Subsidiaries;

                  (v)      Liens of attachment or judgment with respect to
         judgments, writs or warrants of attachment, or similar process against
         the Company or any of its Subsidiaries which do not constitute a
         Default under Section 8.1(H) hereof; and

                  (vi)     any interest or title of the lessor in the property
         subject to any operating lease entered into by the Company or any of
         its Subsidiaries in the ordinary course of business.

         "DEFAULT" means an event described in Article VIII hereof.

         "DESIGNATED LENDER" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
13.1(B).

         "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 13.1(B).

         "DESIGNATION AGREEMENT" is defined in Section 13.1(B).

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable for cash, pursuant to a sinking fund obligation

                                        9

<PAGE>

or otherwise, or redeemable for cash at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after the
Revolving Loan Termination Date.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States of America.

         "DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

         "DOMESTIC SUBSIDIARY" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America.

         "DOMESTIC SUBSIDIARY BORROWER" means a Subsidiary Borrower that is a
Domestic Subsidiary.

         "EBIT" means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) foreign, federal, state and local
income taxes to the extent deducted in computing Net Income, plus (iv) the
amount of any cash dividends received from minority interests or joint ventures,
all as determined in accordance with Agreement Accounting Principles.

         "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.22 hereof.

         "ELIGIBLE DESIGNEE" means a special purpose corporation, partnership,
trust, limited partnership or limited liability company that is administered by
the respective Designating Lender or an Affiliate of such Designating Lender and
(i) is organized under the laws of the United States of America or any state
thereof, (ii) is engaged primarily in making, purchasing or otherwise investing
in commercial loans in the ordinary course of its business and (iii) issues (or
the parent of which issues) commercial paper rated at least A-1 or the
equivalent thereof by S&P or P-1 or the equivalent thereof by Moody's.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
applicable Requirements of Law derived from or relating to foreign, federal,
state and local laws or regulations relating to or addressing pollution or
protection of the environment, or protection of worker health or safety,
including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Occupational
Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq. and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., in each
case including any amendments thereto and any successor statutes.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

                                       10

<PAGE>

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

         "EQUAL AND RATABLE DEBT" means any Indebtedness of the Company or any
of its Subsidiaries which includes a negative pledge clause prohibiting the
creation of a Lien on the assets of the Company or any of its Subsidiaries in
favor of the Administrative Agent for the benefit of itself and the Holders of
Obligations unless the holders of such indebtedness shall be provided with an
equal and ratable Lien on such assets.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "EQUIVALENT AMOUNT" of any currency at any date shall mean the
equivalent in Dollars of such currency, calculated on the basis of the
arithmetic mean of the buy and sell spot rates of exchange of the Administrative
Agent or an Affiliate of the Administrative Agent in the London interbank market
(or other market where the Administrative Agent's foreign exchange operations in
respect of such currency are then being conducted) for such other currency at or
about 11:00 a.m. (local time applicable to the transaction in question) on the
date on which such amount is to be determined, rounded up to the nearest amount
of such currency as determined by the Administrative Agent from time to time;
provided, however, that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent or an
Affiliate of the Administrative Agent may use any reasonable method it deems
appropriate (after consultation with the Company) to determine such amount, and
such determination shall be conclusive absent manifest error.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURO" means the lawful currency of the member states of the European
Union which adopted the Council Regulation E.C. No. 1103/97 dated 17 June 1997
passed by the Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that participate in the
third stage of the Economic and Monetary Union.

         "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate
Loan for the relevant Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in the Agreed Currency as
reported by Telerate (or, if Telerate shall not display such a rate or if the
Administrative Agent shall not subscribe to Telerate, any other generally
recognized financial information reporting service) as of 11:00 a.m. (London
time) two (2) Business Days prior to the first day of such Interest Period, and
having a maturity equal to such Interest Period, as adjusted for Reserves;
provided that if no such British Bankers' Association Interest Settlement Rate
is available to the Administrative Agent, the applicable Eurocurrency Base Rate
for the relevant Interest Period shall instead be the rate determined by the
Administrative Agent

                                       11

<PAGE>

to be the rate at which Bank One or one of its Affiliate banks offers to place
deposits in the Agreed Currency with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two (2) Business Days prior to
the first day of such Interest Period, in the approximate amount of Bank One's
relevant Eurocurrency Rate Loan and having a maturity equal to such Interest
Period, as adjusted for Reserves.

         "EUROCURRENCY PAYMENT OFFICE" of the Administrative Agent shall mean,
for each of the Agreed Currencies, any agency, branch or Affiliate of the
Administrative Agent, specified as the "Eurocurrency Payment Office" for such
Agreed Currency on Exhibit A-1 hereto or such other agency, branch, Affiliate or
correspondence bank of the Administrative Agent, as it may from time to time
specify to the Company and each Lender as its Eurocurrency Payment Office.

         "EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for
the relevant Interest Period, the Eurocurrency Base Rate applicable to such
Interest Period plus the Applicable Eurocurrency Margin then in effect.

         "EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at
the Eurocurrency Rate.

         "EUROCURRENCY RATE LOAN" means a Loan made on a fully syndicated basis
pursuant to Section 2.1, which bears interest at the Eurocurrency Rate.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately 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 at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three (3) Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "FIRST-TIER FOREIGN SUBSIDIARY" means each Foreign Subsidiary (other
than a Special Foreign Subsidiary) with respect to which any one or more of the
Company, its Domestic Subsidiaries or its Special Foreign Subsidiaries directly
owns or controls more than fifty percent (50%) of such Foreign Subsidiary's
Capital Stock.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes plus the Applicable Floating Rate Margin then in effect.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "FOREIGN SUBSIDIARY" means a Subsidiary of the Company organized under
the laws of a jurisdiction located outside the United States of America.

                                       12

<PAGE>

         "FOREIGN SUBSIDIARY BORROWER" means a Subsidiary Borrower that is a
Foreign Subsidiary and shall include any Special Foreign Subsidiary Borrower or
Traditional Foreign Subsidiary Borrower.

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

         "GOVERNMENTAL ACTS" is defined in Section 3.10(A) hereof.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

         "GUARANTY" means each of (i) the Company Guaranty and (ii) each
Subsidiary Guaranty.

         "HEDGING ARRANGEMENTS" means any and all agreements, devices or
arrangements designed to protect at least one of the parties thereto from the
fluctuations of interest rates, commodity prices, exchange rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange or swap agreements, forward currency exchange or swap agreements,
interest rate cap or collar protection agreements, forward rate currency or
interest rate options, puts and warrants or any similar derivative transactions.

         "HOLDERS OF OBLIGATIONS" means, at any time, the holders of the
Obligations at such time, including, without limitation, the Administrative
Agent, each Arranger, the Lenders, the Issuing Bank, the Swing Line Bank, each
of their respective Affiliates and any Indemnitee.

         "INDEBTEDNESS" of a Person means, without duplication, (a) all
indebtedness for borrowed money, including indebtedness evidenced by bonds,
notes, debentures, Capitalized Lease Obligations or similar instruments and
obligations representing the deferred purchase price of property (other than
trade payables or accounts payable, in either case, arising in the ordinary
course of such Person's business payable on terms customary in the trade), (b)
all liabilities secured by any Lien (other than a Customary Permitted Lien)
existing on property owned or acquired by such Person or any of its Subsidiaries
subject thereto, whether or not the liability secured thereby shall have been
assumed, (c) all actual or contingent reimbursement obligations under
outstanding standby letters of credit (to the extent an underlying obligation is
not already accrued or included in as indebtedness under clause (a) above) or
any obligations with respect to bankers acceptances, (d) all Disqualified Stock,
(e) any Off-Balance Sheet Liabilities, and (f) all Contingent Obligations (other
than guarantees issued by such Person for the benefit of its Subsidiaries or
Affiliates (including Owned Dealer Affiliates) to support routine trade accounts
payable and operating lease obligations) related to indebtedness, obligations or
liabilities of the type described in the foregoing clauses (a) through (e).

         "INDEMNIFIED MATTERS" is defined in Section 10.7(B) hereof.

         "INDEMNITEES" is defined in Section 10.7(B) hereof.

                                       13

<PAGE>

         "INITIAL LOAN PARTIES" means the Company and each Subsidiary Guarantor
as of the Closing Date.

         "INTEREST COVERAGE RATIO" is defined in Section 7.4(C) hereof.

         "INTEREST EXPENSE" means, without duplication, for any period, the sum
of (i) the total interest expense of the Company and its consolidated
Subsidiaries, including interest whether paid or accrued, all as determined in
conformity with Agreement Accounting Principles, (ii) the interest component of
the lease portfolio of the Company and its Subsidiaries, (iii) the interest
component of Off-Balance Sheet Liabilities (including, without limitation, yield
owing upon or in connection with Receivables Facility Attributed Indebtedness or
any other amount that would be characterized as interest if related Receivables
Facility Attributed Indebtedness constituted a secured loan, but other than the
Company's lease of two aircraft in existence as of the Closing Date for so long
as such aircraft lease constitutes an Off-Balance Sheet Liability) and (iv) net
payments or receipts (if any) pursuant to Hedging Arrangements relating to
interest rate protection.

         "INTEREST PERIOD" means, with respect to a Eurocurrency Rate Loan, a
period of one (1), two (2), three (3) or six (6) months, commencing on a
Business Day selected by the Company (on behalf of itself or any Subsidiary
Borrower) on which a Eurocurrency Rate Advance is made to the Company pursuant
to this Agreement. Such Interest Period shall end on (but exclude) the day which
corresponds numerically to such date one (1), two (2), three (3) or six (6)
months thereafter; provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "INVESTMENT" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, (iii) any
loan, advance (other than (a) prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business
on terms customary in trade, (b) in the case of Investments by the Company or
any Subsidiary, short-term extensions of credit made in the ordinary course of
business by the Company or such Subsidiary to authorized Steelcase dealers to
finance trade receivables owing from customers to such dealers arising in
connection with the sale of goods or (c) in the case of Investments by Steelcase
Canada Ltd. or Steelcase Financial Services Ltd. (or their respective
successors), the funding of direct financing and operating leases by such
entities for the benefit of customers of the Company or authorized Steelcase
dealers in the ordinary course of business) or capital contribution by that
Person to any other Person, including all Indebtedness to such Person arising
from a sale of property by such Person other than in the ordinary course of its
business, (iv) any deposit accounts and certificates of deposit owned by such
Person and (v) any structured notes, derivative financial instruments

                                       14

<PAGE>

(excluding Hedging Arrangements) and other similar instruments or contracts
issued by any other Person and owned by that Person.

         "INVESTMENT POLICY" means the Investment Policy approved by the
Company's Board of Directors in the form attached to the officer's certificate
delivered on the Closing Date pursuant to Section 5.1(12), as such policy may be
amended, restated, supplemented or otherwise modified from time to time with the
consent of the Administrative Agent, which consent shall not be unreasonably
withheld or delayed.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "ISSUING BANK" means Bank One or any of its Affiliates.

         "L/C DOCUMENTS" is defined in Section 3.4 hereof.

         "L/C DRAFT" means a draft drawn on the Issuing Bank pursuant to a
Letter of Credit.

         "L/C INTEREST" shall have the meaning ascribed to such term in Section
3.6 hereof.

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the Dollar Amount then available for drawing under
each of the Letters of Credit and (ii) the aggregate outstanding Dollar Amount
of all Reimbursement Obligations at such time.

         "LENDER INCREASE NOTICE" is defined in Section 2.22 hereof.

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement or parties to Assignment Agreements delivered pursuant to
Section 13.3, including the Issuing Bank, the Swing Line Bank and each of their
respective successors and assigns.

         "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

         "LETTER OF CREDIT" means the commercial and standby letters of credit
to be issued by the Issuing Bank pursuant to Section 3.1 hereof.

         "LEVERAGE RATIO" is defined in Section 7.4(A) hereof.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and collectively, all Revolving Loans (whether made or continued as or converted
to Floating Rate Loans or Eurocurrency Rate Loans) and Swing Line Loans.

                                       15
<PAGE>

         "LOAN ACCOUNT" is defined in Section 2.12(A) hereof.

         "LOAN DOCUMENTS" means this Agreement, any promissory notes executed
pursuant to Section 2.12(D), the Company Guaranty, any Subsidiary Guaranty, any
Pledge Agreement, any Assumption Letter, any Commitment and Acceptance, any
Assignment Agreement and all other documents, instruments, notes and agreements
(other than documents, instruments, notes and agreements evidencing any Hedging
Arrangements) executed in connection therewith or contemplated thereby, as the
same may be amended, restated or otherwise modified and in effect from time to
time.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a)
business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise), performance or prospects of the Company and its
Subsidiaries, taken as a whole, (b) the ability of the Company or any of its
Subsidiaries to perform its obligations under the Loan Documents, or (c) the
ability of the Lenders or the Administrative Agent to enforce the Obligations.

         "MATERIAL DOMESTIC SUBSIDIARY" means (a) each Domestic Subsidiary
Borrower and (b) each other Domestic Subsidiary of the Company (i) the total
assets (determined on a consolidated basis for such Domestic Subsidiary and its
Subsidiaries) of which exceed the lesser of $50,000,000 or five percent (5%) of
the Company's Consolidated Assets or (ii) the total sales (determined on a
consolidated basis for such Domestic Subsidiary and its Subsidiaries) of which
exceed five percent (5%) of the Company's Consolidated Sales. Such determination
shall be made as of the end of the most recently completed fiscal quarter, or,
in the case of consummation of a Permitted Acquisition, at the time of
consummation of such Permitted Acquisition (calculated as of the end of the most
recently completed fiscal quarter by the Company on a pro forma basis acceptable
to the Administrative Agent, taking into account the consummation of such
Permitted Acquisition).

         "MATERIAL FOREIGN SUBSIDIARY" means (a) each Foreign Subsidiary
Borrower of the Company and (b) each other Foreign Subsidiary of the Company (i)
the total assets (determined on a consolidated basis for such Foreign Subsidiary
and its Subsidiaries) of which exceed the lesser of $50,000,000 or five percent
(5%) of the Company's Consolidated Assets or (ii) the total sales (determined on
a consolidated basis for such Foreign Subsidiary and its Subsidiaries) of which
exceed five percent (5%) of the Company's Consolidated Sales. Such determination
shall be made as of the end of the most recently completed fiscal quarter, or,
in the case of consummation of a Permitted Acquisition, at the time of
consummation of such Permitted Acquisition (calculated as of the end of the most
recently fiscal quarter by the Company on a pro forma basis acceptable to the
Administrative Agent, taking into account the consummation of such Permitted
Acquisition).

         "MATERIAL INDEBTEDNESS" means (a) any Indebtedness evidenced by the
Senior Notes or otherwise issued pursuant to the Senior Note Indenture or (b)
any other individual Indebtedness (other than the Indebtedness hereunder) which
has an aggregate outstanding principal amount in excess of $35,000,000.

                                       16

<PAGE>

         "MATERIAL SUBSIDIARY" means any Material Domestic Subsidiary or
Material Foreign Subsidiary.

         "MOODY'S" means Moody's Investors Service, Inc., together with its
successors and assigns.

         "MOODY'S RATING" means, at any time, the rating issued by Moody's and
then in effect with respect to the Company's senior unsecured long-term debt
securities without third-party credit enhancement.

         "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Company or any member of the Controlled Group.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale by any
Person, (a) cash or Cash Equivalents (freely convertible into Dollars) received
by such Person or any Subsidiary of such Person from such Asset Sale (including
cash received as consideration for the assumption or incurrence of liabilities
incurred in connection with or in anticipation of such Asset Sale), after (i)
provision for all income or other taxes measured by or resulting from such Asset
Sale, (ii) payment of all brokerage commissions and other fees and expenses and
commissions related to such Asset Sale, (iii) repayment of Indebtedness (and any
premium or penalty thereon) secured by a Lien permitted by this Agreement on any
asset disposed of in such Asset Sale or which is or may be required (by the
express terms of the instrument governing such Indebtedness or by applicable
law) to be repaid in connection with such Asset Sale (including payments made to
obtain or avoid the need for the consent of any holder of such Indebtedness),
(iv) attribution of a portion of the consideration for the Asset Sale within 180
days thereof to the fair market value of any asset exchanged in connection with
such Asset Sale in a like-kind exchange and (v) deduction of appropriate amounts
to be provided by such Person or a Subsidiary of such Person as a reserve, in
accordance with Agreement Accounting Principles, against any liabilities
associated with the assets sold or disposed of in such Asset Sale and retained
by such Person or a Subsidiary of such Person after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale;
and (b) cash or Cash Equivalents payments in respect of any other consideration
received by such Person or any Subsidiary of such Person from such Asset Sale
upon receipt of such cash payments by such Person or such Subsidiary (other than
payments the amount, and the right to payment, of which cannot be established at
the time such Asset Sale is consummated).

         "NET INCOME" means, for any period, the net income (or loss) after
taxes of the Company and its Subsidiaries on a consolidated basis for such
period, determined in conformity with Agreement Accounting Principles.

         "NET MARK-TO-MARKET EXPOSURE" of a Hedging Arrangement to which the
Company or any Subsidiary is a party (or all Hedging Arrangements governed by
the terms of a single ISDA Master Agreement or similar master netting contract
between the Company or any Subsidiary and a single counterparty), means, as of
any date of determination, the net amount (if any) that would be payable by the
Company or such Subsidiary if such Hedging Arrangement (or, if

                                       17

<PAGE>

applicable, Hedging Arrangements) were terminated as of such date of
determination, such net amount to be determined in accordance with market
practices.

         "NON-GUARANTOR SUBSIDIARY" means each Subsidiary of the Company that is
not a Subsidiary Guarantor.

         "NON-OBLIGOR COVERAGE TRIGGER EVENT" means, at any time after the
Closing Date, (i) the total assets of all Non-Obligor Subsidiaries exceed thirty
percent (30%) of the Company's Consolidated Assets or (ii) the total sales of
all Non-Obligor Subsidiaries exceed thirty percent (30%) of the Company's
Consolidated Sales (it being understood and agreed that, for so long as (x) the
Subsidiary Guaranty provided by Steelcase SAS is limited to an amount which
constitutes a percentage of total assets, 100% minus such percentage multiplied
by the total assets and total sales of Steelcase SAS shall be deemed to
constitute total assets and total sales of a Non-Obligor Subsidiary or (y) the
Subsidiary Guaranty provided by any Special Foreign Subsidiary after the Closing
Date is limited to an absolute amount (or can be reduced to an absolute amount
after giving effect to a formula), 100% minus the percentage such absolute
amount represents of such Special Foreign Subsidiary's total assets multiplied
by the total assets and total sales of such Special Foreign Subsidiary shall be
deemed to constitute total assets and total sales of a Non-Obligor Subsidiary).
For purposes of determining whether a Non-Obligor Coverage Trigger Event has
occurred:

         (a)      total assets and total sales of each Non-Obligor Subsidiary,
                  Steelcase SAS or any Special Foreign Subsidiary shall be
                  determined only by reference to the total assets and total
                  sales of such Non-Obligor Subsidiary, Steelcase SAS or such
                  Special Foreign Subsidiary (and not on a consolidated basis
                  for such Non-Obligor Subsidiary, Steelcase SAS or such Special
                  Foreign Subsidiary) and shall exclude all offsetting debits
                  and credits between such Non-Obligor Subsidiary, Steelcase SAS
                  or such Special Foreign Subsidiary and its respective
                  consolidated Subsidiaries and all equity investments in such
                  consolidated Subsidiaries;

         (b)      total assets of all Non-Obligor Subsidiaries and the Company's
                  Consolidated Assets shall be calculated as of the last day of
                  the most recently completed fiscal quarter for which financial
                  statements are publicly available based upon the average total
                  assets of all Non-Obligor Subsidiaries and the Company's
                  Consolidated Assets for each of the four (4) most recently
                  completed fiscal quarters; and

         (c)      total sales of all Non-Obligor Subsidiaries and the Company's
                  Consolidated Sales shall be calculated as of the last day of
                  the most recently completed fiscal quarter for which financial
                  statements are publicly available based upon total sales of
                  all Non-Obligor Subsidiaries and the Company's Consolidated
                  Sales on a rolling four-quarter basis for the then most
                  recently completed four (4) fiscal quarters;

provided, that, for purposes of the foregoing clauses (b) and (c), in the case
of any Acquisition having an aggregate purchase price in excess of $15,000,000
or any Asset Sale representing a disposition of assets with an aggregate book
value in excess of $15,000,000 made by the Company or any of its Subsidiaries
during the period for which such Non-Obligor Coverage

                                       18

<PAGE>

Trigger Event is being calculated, total assets and total sales of all
Non-Obligor Subsidiaries and the Company's Consolidated Assets and Consolidated
Sales shall be calculated on a pro forma basis acceptable to the Administrative
Agent as if such Acquisition or Asset Sale occurred on the first day of the then
most recently completed four (4) fiscal quarters of the Company.

         "NON-OBLIGOR SUBSIDIARY" means each Subsidiary of the Company that is
not a member of the Obligor Group.

         "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Company or any of
its Subsidiaries (including, without limitation, any Subsidiary Borrower) to the
Administrative Agent, any Lender, the Swing Line Bank, any Arranger, any
Affiliate of the Administrative Agent or any Lender, the Issuing Bank, or any
Indemnitee, of any kind or nature, present or future, in each case, arising
under this Agreement, the L/C Documents, the Guarantees, any Pledge Agreement or
any other Loan Document, whether or not evidenced by any note, guaranty or other
instrument, whether or not for the payment of money, whether arising by reason
of an extension of credit, loan, guaranty, indemnification, or in any other
manner, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired. The term includes, without limitation, all interest,
charges, expenses, fees, attorneys' fees and disbursements, paralegals' fees (in
each case whether or not allowed or allowable), and any other sum chargeable to
the Company or any of its Subsidiaries under this Agreement or any other Loan
Document.

         "OBLIGOR GROUP" means, without duplication, (a) the Company, (b) each
Domestic Subsidiary Borrower and Special Foreign Subsidiary Borrower (but not
any Traditional Foreign Subsidiary Borrower), (c) each Subsidiary Guarantor and
(d) each Foreign Subsidiary the Capital Stock of which has been pledged pursuant
to a Pledge Agreement.

         "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any Receivables
Facility Attributed Indebtedness and repurchase obligations or liabilities of
such Person or any of its Subsidiaries with respect to Receivables and Related
Security sold by such Person or any of its Subsidiaries, (b) any liabilities of
such Person or any of its Subsidiaries under any financing lease or so-called
"synthetic" lease transaction, or (c) any obligations of such Person or any of
its Subsidiaries arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which, in the case
of the foregoing clauses (a) through (c), does not constitute a liability on the
consolidated balance sheets of such Person and its Subsidiaries.

         "OTHER TAXES" is defined in Section 2.14(E)(ii) hereof.

         "OWNED DEALER AFFILIATE" means (i) each of New Tangram, LLC, Office
Environments of New England, LLC and Texas Wilson Office Products, LLP for so
long as (x) in the case of New Tangram, LLC, such entity retains the
characteristics of an Owned Dealer Affiliate set forth in the immediately
succeeding clause (ii) (unless the Administrative Agent otherwise consents) and
(y) in the case of Office Environments of New England, LLC and Texas Wilson
Office Products, LLP, each such entity retains the characteristics of an Owned
Dealer Affiliate set forth in the immediately succeeding clauses (ii)(A) and
(ii)(B) (unless the Administrative Agent otherwise consents), and (ii) any other
entity (A) of which the Company owns, directly or

                                       19

<PAGE>

indirectly, a majority of the voting interests of such entity or exercises
management control, (B) which was formed or acquired to facilitate the
restructuring, consolidation or sale of an entity that is an authorized
Steelcase dealer, (C) the management of which has the right to buy out such
entity's shares over time and (D) the financial results of which are not
incorporated in the Company's consolidated financial statements or, if such
entity's financial results are incorporated in the Company's consolidated
financial statements, the net income attributable to such entity is subtracted
from the Company's consolidated financial results.

         "PARTICIPANTS" is defined in Section 13.2(A) hereof.

         "PAYMENT DATE" means the last Business Day of each March, June,
September and December and the Termination Date.

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

         "PERMITTED ACQUISITION" is defined in Section 7.3(E) hereof.

         "PERMITTED EXISTING NON-GUARANTOR SUBSIDIARY INDEBTEDNESS" means the
Indebtedness of the Non-Guarantor Subsidiaries as of the Closing Date, whether
or not such Indebtedness is funded or committed, identified as such on Schedule
7.3(A)(i) to this Agreement.

         "PERMITTED RECEIVABLES FINANCING" means any transaction or series of
transactions that may be entered into by the Company or any Subsidiary pursuant
to which the Company and/or any of its Subsidiaries may sell, convey or
otherwise transfer, directly or indirectly, to a newly-formed SPV, or any other
Person, any Receivables and Related Security for the purpose of obtaining
financing; provided that (i) the Receivables Facility Attributed Indebtedness
incurred in such transaction or series of transactions does not exceed
$100,000,000 in the aggregate and (ii) such Receivables Facility Attributed
Indebtedness is non-recourse to the Company and its Subsidiaries (other than an
SPV) other than limited recourse customary for receivables financings of the
same kind.

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Permitted Existing Non-Guarantor Subsidiary
Indebtedness permitted by this Agreement that (i) does not exceed the aggregate
principal amount that is either outstanding or available (plus accrued interest
and any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not rank at the time
of such replacement, renewal, refinancing or extension senior to the
Indebtedness being replaced, renewed, refinanced or extended, and (iii) does not
contain terms relating to security, covenants, subordination, event of default
and remedies that are materially less favorable to the relevant Non-Guarantor
Subsidiary than those applicable to the Indebtedness being replaced, renewed,
refinanced or extended.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

                                       20

<PAGE>

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA
in respect of which the Company or any member of the Controlled Group is an
"employer" as defined in Section 3(5) of ERISA.

         "PLEDGE AGREEMENT" means a Pledge Agreement in form and substance
satisfactory to the Administrative Agent, duly executed and delivered by the
Company and/or any applicable Subsidiary of the Company to and in favor of the
Administrative Agent, for the benefit of itself and the other Holders of
Obligations, pledging sixty-five percent (65%) of the outstanding Capital Stock
of any First-Tier Foreign Subsidiary, in each case, as amended, restated,
supplemented or otherwise modified from time to time.

         "PRIME RATE" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "PRIOR CREDIT AGREEMENT" means that certain U.S. $200,000,000 Credit
Agreement dated as of April 5, 2001 among the Company, as the borrower and a
guarantor thereunder, the financial institutions parties thereto, Citicorp USA,
Inc., as administrative agent, SG-Chicago Branch, as syndication agent, and BNP
Paribas, Bank One, Michigan and Bank of America, N.A., as co-documentation
agents, as the same has been amended, restated, supplemented or otherwise
modified prior to the Closing Date.

         "PROPOSED NEW LENDER" is defined in Section 2.22 hereof.

         "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (x) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (y) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans and Letters of Credit, by (y) the sum of (A)
the aggregate outstanding amount of all Revolving Loans, plus (B) the aggregate
outstanding amount of all Swing Line Loans and all Letters of Credit.

         "PURCHASERS" is defined in Section 13.3(A).

         "RATE OPTION" means the Eurocurrency Rate or the Floating Rate, as
applicable.

         "RECEIVABLE(S)" means and includes all of the Company's and each
Subsidiary's presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Company or such
Subsidiary to payment for goods sold or leased or for services rendered (except
those evidenced by instruments or chattel paper), whether or not they have been
earned by performance, and all rights in any merchandise or goods which any of
the same may represent, and all rights, title, security and guarantees with
respect to each of the foregoing, including, without limitation, any right of
stoppage in transit.

                                       21

<PAGE>

         "RECEIVABLES AND RELATED SECURITY" means the Receivables and the
related security and collections with respect thereto which are sold or
transferred by the Company, an SPV or any other Subsidiary in connection with
any Permitted Receivables Financing.

         "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

         "REGISTER" is defined in Section 13.3(D) hereof.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

         "REPLACEMENT LENDER" is defined in Section 2.19 hereof.

         "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within thirty (30)
days after such event occurs.

         "REQUEST FOR LETTER OF CREDIT" is defined in Section 3.4(A) hereof.

         "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are equal to or greater than fifty-one percent (51%); provided,
however, that:

         (x) if any Lender shall have failed to fund its Pro Rata Share of:

                                       22

<PAGE>

         (i) any Revolving Loan requested by a Borrower;

         (ii) any Revolving Loan required to be made in connection with
reimbursement for any L/C Obligations; or

         (iii) any Swing Line Loan as requested by the Administrative Agent,
which such Lenders are obligated to fund under the terms of this Agreement,

and any such failure has not been cured, then, for so long as such failure
continues, "REQUIRED LENDERS" means, Lenders (excluding all Lenders whose
failure to fund their respective Pro Rata Shares of such Revolving Loans or
Swing Line Loans has not been so cured) whose Pro Rata Shares represent at least
fifty-one percent (51%) of the aggregate Pro Rata Shares of such Lenders; and

         (y) if the Revolving Loan Commitments have been terminated pursuant to
the terms of this Agreement, "REQUIRED LENDERS" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder) whose
aggregate Pro Rata Shares are at least fifty-one percent (51%).

         "REQUIREMENTS OF LAW" means, as to any Person, any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act, the Securities Exchange Act, Regulations
T, U and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and
Retraining Notification Act, Americans with Disabilities Act of 1990, and any
certificate of occupancy, zoning ordinance, building, environmental or land use
requirement or permit or environmental, labor, employment, occupational safety
or health law, rule or regulation.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurocurrency Rate Loans is determined or category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which (x) the Aggregate Revolving Loan Commitment at such time exceeds
(y) the Dollar Amount of the Revolving Credit Obligations outstanding at such
time.

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal Dollar Amount of the Revolving Loans at such
time, plus (ii) the outstanding principal Dollar Amount of the Swing Line Loans
at such time, plus (iii) the Dollar Amount of outstanding L/C Obligations at
such time.

         "REVOLVING LOAN" is defined in Section 2.1 hereof.

                                       23

<PAGE>

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans in an aggregate amount not
exceeding the amount set forth on Exhibit A to this Agreement opposite its name
thereon under the heading "Revolving Loan Commitment" or the signature page of
the Assignment Agreement by which it became a Lender, as such amount may be
increased or decreased from time to time pursuant to the terms of this Agreement
or to give effect to any applicable Assignment Agreement.

         "REVOLVING LOAN TERMINATION DATE" means July 29, 2006.

         "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

         "S&P" means Standard and Poor's Ratings Group, a division of The
McGraw-Hill Companies, together with its successors and assigns.

         "S&P RATING" means, at any time, the rating issued by S&P, and then in
effect with respect to the Company's senior unsecured long-term debt securities
without third-party credit enhancement.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.

         "SENIOR NOTE INDENTURE" means that certain Indenture dated as of
November 27, 2001 between the Company, as the issuer thereunder, and Bank One
Trust Company, N.A., as the trustee thereunder, as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with Section 7.3(L).

         "SENIOR NOTEHOLDER" means a Person holding a Senior Note.

         "SENIOR NOTES" means the 6.375% Senior Notes due November 15, 2006, as
the same may be amended, restated, supplemented or otherwise modified from time
to time in accordance with Section 7.3(L), issued by the Company pursuant to the
Senior Note Indenture in an aggregate initial principal amount of $250,000,000.

         "SIGNIFICANT SUBSIDIARY" means, without duplication, (i) each
Subsidiary Borrower, (ii) each Subsidiary Guarantor, (iii) each Foreign
Subsidiary whose Capital Stock has been pledged pursuant to a Pledge Agreement
and (iv) each Material Subsidiary.

         "SOLVENT" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in a business or transaction, and is not about to
engage in a business or transaction, for which such Person's property would

                                       24

<PAGE>

constitute an unreasonably small capital. The amount of contingent liabilities
(such as litigation, guaranties and pension plan liabilities) at any time shall
be computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that can be reasonably be expected
to become an actual or matured liability.

         "SPECIAL FOREIGN SUBSIDIARY" means, at any time, any Foreign Subsidiary
of the Company (a) that (i) is classified other than as a corporation for United
States federal income tax purposes and (ii) whose delivery of a Subsidiary
Guaranty or Pledge Agreement (or, in the case of a Foreign Subsidiary Borrower,
the assumption of joint and several liability hereunder for the Obligations of
the Company or any Domestic Subsidiary Borrowers) would not be unlawful under
applicable law or have material adverse tax consequences under applicable
foreign law, or (b) whose delivery of a Subsidiary Guaranty or Pledge Agreement
(or, in the case of a Foreign Subsidiary Borrower, the assumption of joint and
several liability hereunder for the Obligations of the Company or any Domestic
Subsidiary Borrowers) would not (i) give rise to adverse United States federal
income tax consequences as a result of Section 956(d) of the Code (or any
successor provision) or (ii) be unlawful under applicable law or have material
adverse tax consequences under applicable foreign law; provided, however, that
in the event that a Foreign Subsidiary satisfies the requirements of clause
(a)(i) or (b)(i) and such Foreign Subsidiary's delivery of a Subsidiary Guaranty
(or assumption of joint and several liability for the Obligations) would not be
considered unlawful under applicable law or the tax consequences would not be
materially adverse under applicable foreign law if the obligations of such
Foreign Subsidiary were limited to an absolute Dollar Amount (pursuant to a
formula or otherwise), such Foreign Subsidiary shall be treated as a Special
Foreign Subsidiary, subject to any such limitations.

         "SPECIAL FOREIGN SUBSIDIARY BORROWER" means, at any time, any Foreign
Subsidiary Borrower that is a Special Foreign Subsidiary.

         "SPV" means a Subsidiary of the Company that is a special purpose
entity established solely for the purpose of purchasing Receivables and related
assets in connection with a Permitted Receivables Financing.

         "STEELCASE SAS" means Steelcase SAS, a Societe par Actions Simplifiee
organized and existing under the laws of the Republic of France.

         "SUBSIDIARY" of a Person means, except as provided in the second
succeeding sentence, (i) any corporation more than fifty percent (50%) of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than fifty percent (50%) of the ownership
interests having ordinary voting power of which shall at the time be so owned or
controlled. Unless otherwise expressly provided, all references herein to a
"Subsidiary" means a Subsidiary of the Company and shall include, without
limitation, each Subsidiary Borrower. Notwithstanding the foregoing, in no event
shall an Owned Dealer Affiliate constitute a "Subsidiary" for purposes of this
Agreement or any other Loan Document.

                                       25

<PAGE>

         "SUBSIDIARY BORROWER" means any wholly-owned Subsidiary of the Company,
whether now existing or hereafter formed, that becomes a party hereto pursuant
to an Assumption Letter with the consent of one hundred percent (100%) of the
Lenders and subject to the satisfaction of such other conditions set forth in
Sections 2.23 and 5.3 of this Agreement, together with its respective successors
and assigns, including a debtor-in-possession (or entity of analogous status
under applicable foreign law) on behalf of any such Subsidiary.

         "SUBSIDIARY GUARANTORS" means (i) all of the Company's Material
Domestic Subsidiaries as of the Closing Date and Steelcase SAS, (ii) all new
Material Domestic Subsidiaries and Material Foreign Subsidiaries that are
Special Foreign Subsidiaries which become Subsidiary Guarantors in accordance
with Section 7.2(I)(i), and (iii) all additional Subsidiaries of the Company
which become Subsidiary Guarantors in accordance with Section 7.2(I)(ii)(a), in
each case, together with their respective successors and assigns (including a
debtor-in-possession, or entity of analogous status under applicable foreign
law, on behalf of any such Subsidiary); provided, that a Subsidiary shall cease
to be a Subsidiary Guarantor upon the release of the obligations of such
Subsidiary under the Subsidiary Guaranty in accordance with the provisions of
Section 11.15(C) hereof.

         "SUBSIDIARY GUARANTY" means any of (i) that certain Guaranty, dated as
of the Closing Date, in form and substance substantially similar to Exhibit I
hereto, executed by the Subsidiary Guarantors (other than Steelcase SAS) in
favor of the Administrative Agent, for the ratable benefit of itself and the
other Holders of Obligations, (ii) that certain First Demand Guarantee, dated as
of the Closing Date, in form and substance satisfactory to the Administrative
Agent and its counsel, executed by Steelcase SAS in favor of the Administrative
Agent, for the ratable benefit of the itself and the other Holders of
Obligations or (iii) any other guaranty in form and substance satisfactory to
the Administrative Agent and its counsel delivered, at the Company's option, by
a Subsidiary pursuant to Section 7.2(I), in each case, unconditionally
guaranteeing all of the indebtedness, obligations and liabilities of the
Borrowers arising under or in connection with the Loan Documents, as the same
may be amended, restated, supplemented or otherwise modified from time to time
(including to add additional Subsidiary Guarantors).

         "SWING LINE BANK" means Bank One or any other successor Swing Line Bank
pursuant to the terms hereof.

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans to the Company up to a maximum principal Dollar Amount of
$25,000,000 at any one time outstanding.

         "SWING LINE LOAN" means a Loan made available to the Company by the
Swing Line Bank pursuant to Section 2.2 hereof.

         "SWING LINE REPAYMENT DATE" is defined in Section 2.2(D).

         "SYNDICATION AGENT" means Bank of America in its capacity as
syndication agent for itself and the Lenders.

         "TAXES" is defined in Section 2.14(E)(i) hereof.

                                       26

<PAGE>

         "TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Revolving Loan Commitment pursuant to Section 2.5 or 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any member of the Controlled
Group from a Benefit Plan during a plan year in which the Company or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA with respect to such Plan; (iii) the imposition of an
obligation under Section 4041 of ERISA to provide affected parties written
notice of intent to terminate a Benefit Plan in a distress termination described
in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate or appoint a trustee to administer a Benefit Plan; (v) any event or
condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Benefit Plan;
or (vi) the partial or complete withdrawal of the Company or any member of the
Controlled Group from a Multiemployer Plan.

         "TRADITIONAL FOREIGN SUBSIDIARY BORROWER" means, at any time, any
Foreign Subsidiary Borrower that is not a Special Foreign Subsidiary.

         "TRANSFEREE" is defined in Section 13.4.

         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurocurrency Rate Loan.

         "UNMATURED DEFAULT" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with Agreement Accounting Principles.

         1.2. References. Any references to Subsidiaries of the Company set
forth herein with respect to representations and warranties which deal with
historical matters shall be deemed to include the Company and its Subsidiaries
and shall not in any way be construed as consent by the Administrative Agent or
any Lender to the establishment, maintenance or acquisition of any Subsidiary,
except as may otherwise be permitted hereunder.

         1.3. Company Acting on Behalf of Itself and Subsidiary Borrowers.
Whether or not expressly provided herein, each notice or certificate delivered
hereunder or in connection herewith or the other Loan Documents by or to the
Company (in its capacity as a Borrower) or an officer thereof, and each notice
or consent requested by or from the Company (in its capacity as a Borrower) or
an officer thereof, shall be so delivered or given to, by or on behalf of the
Company for the benefit of itself and the Subsidiary Borrowers. In furtherance
and without limitation of the foregoing, the Company is hereby authorized and
given a power of attorney by and on behalf of each of the Subsidiary Borrowers
to perform and accept any and all such actions on its behalf under this
Agreement and the other Loan Documents.

                                       27

<PAGE>

         1.4. Joint and Several Liability for Obligations of the Company,
Domestic Subsidiary Borrowers and Special Foreign Subsidiary Borrowers; Joint
and Several Liability for Obligations of the Traditional Foreign Subsidiary
Borrowers; No Liability of Traditional Foreign Subsidiary Borrowers for
Obligations of the Company, the Domestic Subsidiary Borrowers or the Special
Foreign Subsidiary Borrowers.

         (A) Joint and Several Liability for Obligations of the Company,
Domestic Subsidiary Borrowers and Special Foreign Subsidiary Borrowers.
Notwithstanding anything to the contrary contained herein, each of the Company,
each Domestic Subsidiary Borrower and each Special Foreign Subsidiary Borrower
jointly and severally hereby irrevocably and unconditionally retains and
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with one another with respect to the payment and performance of all of
the Obligations of or attributable to such Borrowers arising hereunder or under
the other Loan Documents, it being the intention of the parties hereto that all
of such Obligations shall be the joint and several obligations of the Company,
the Domestic Subsidiary Borrowers and the Special Foreign Subsidiary Borrowers
without preferences or distinction among them. Each provision hereunder or in
the Loan Documents relating to the obligations or liabilities of the Company,
any Domestic Subsidiary Borrower or any Special Foreign Subsidiary Borrower
shall be deemed to include a reference to all such Borrowers, as joint and
several obligors for such obligations and liabilities, whether or not a specific
reference to any other Borrower is included therein.

         (B) Joint and Several Liability for Obligations of the Traditional
Foreign Subsidiary Borrowers. Notwithstanding anything to the contrary contained
herein, each of the Company, each Domestic Subsidiary Borrower and each Special
Foreign Subsidiary Borrower jointly and severally hereby irrevocably and
unconditionally retains and accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the Traditional Foreign Subsidiary
Borrowers (and the Traditional Foreign Subsidiary Borrowers retain and accept
such joint and several liability with one another) with respect to the payment
and performance of all of the Obligations of or attributable to the Traditional
Foreign Subsidiary Borrowers arising hereunder or under the other Loan
Documents, it being the intention of the parties hereto that all of such
Obligations shall be the joint and several obligations of the Company, each
Domestic Subsidiary Borrower and each Foreign Subsidiary Borrower without
preferences or distinction among them. Each provision hereunder or in the Loan
Documents relating to the obligations or liabilities of any Traditional Foreign
Subsidiary Borrowers shall be deemed to include a reference to the Company, the
Domestic Subsidiary Borrowers and any other Foreign Subsidiary Borrower, as a
joint and several obligor for such obligations and liabilities, whether or not a
specific reference to the Company, any Domestic Subsidiary Borrower or such
other Foreign Subsidiary Borrower is included therein.

         (C) No Liability of Traditional Foreign Subsidiary Borrowers for
Obligations of the Company, the Domestic Subsidiary Borrowers or the Special
Foreign Subsidiary Borrowers. Notwithstanding anything to the contrary contained
herein and notwithstanding that the Company, the Domestic Subsidiary Borrowers
and the Special Foreign Subsidiary Borrowers shall be liable for all of the
Loans and other Obligations of all Borrowers hereunder, no Traditional Foreign
Subsidiary Borrower shall be liable for the Loans made to or any other
Obligations incurred solely by or on behalf of the Company, any Domestic
Subsidiary Borrower or any Special Foreign Subsidiary Borrower.

                                       28

<PAGE>

                     ARTICLE II: REVOLVING LOAN FACILITIES

         2.1. Revolving Loans.

         (A) Upon the satisfaction of the applicable conditions precedent set
forth in Sections 5.1, 5.2 and 5.3, from and including the Closing Date and
prior to the Termination Date, each Lender severally and not jointly agrees, on
the terms and conditions set forth in this Agreement, to make revolving loans to
the Borrowers from time to time, in any Agreed Currency, in a Dollar Amount not
to exceed such Lender's Pro Rata Share of Revolving Credit Availability at such
time (each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING
Loans"); provided, however, at no time shall the Dollar Amount of the Revolving
Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to
the terms of this Agreement, the Borrowers may borrow, repay and reborrow
Revolving Loans at any time prior to the Termination Date. The Revolving Loans
(if any) made on the Closing Date or on or before the third (3rd) Business Day
thereafter shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in
the manner provided in Section 2.9 and subject to the other conditions and
limitations therein set forth and set forth in this Article II and set forth in
the definition of Interest Period. Revolving Loans made after the third (3rd)
Business Day after the Closing Date shall be, at the option of the Borrowers,
selected in accordance with Section 2.9, either Floating Rate Loans or
Eurocurrency Rate Loans. On the Termination Date, the Borrowers shall repay in
full the outstanding principal balance of the Revolving Loans.

         (B) Borrowing/Election Notice. The Company (on behalf of itself or any
Subsidiary Borrower) shall deliver to the Administrative Agent a
Borrowing/Election Notice, signed by it, in accordance with the terms of Section
2.7, in order to request an Advance.

         (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans, the
Administrative Agent shall notify each Lender in writing (including electronic
transmission, facsimile transmission or similar writing), of the requested
Revolving Loan. Each Lender shall make available its Revolving Loan in
accordance with the terms of Section 2.6. The Administrative Agent will promptly
make the funds so received from the Lenders available to the applicable Borrower
at the Administrative Agent's office in Chicago, Illinois or the Administrative
Agent's Eurocurrency Payment Office on the applicable Borrowing Date and shall
disburse such proceeds in accordance with disbursement instructions set forth in
such Borrowing/Election Notice. The failure of any Lender to deposit the amount
described above with the Administrative Agent on the applicable Borrowing Date
shall not relieve any other Lender of its obligations hereunder to make its
Revolving Loan on such Borrowing Date.

         2.2. Swing Line Loans.

         (A) Amount of Swing Line Loans. Upon the satisfaction of the applicable
conditions precedent set forth in Section 5.1, 5.2 and 5.3, from and including
the Closing Date and prior to the Termination Date and in the sole discretion of
the Swing Line Bank, the Swing Line Bank agrees, on the terms and conditions set
forth in this Agreement, to make swing line loans to the Borrowers from time to
time, in any Agreed Currency, in an aggregate Dollar Amount not to

                                       29

<PAGE>

exceed the Swing Line Commitment (each, individually, a "SWING LINE LOAN" and
collectively, the "SWING LINE LOANS"); provided, however, at no time shall the
Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving
Loan Commitment; provided, further, that at no time shall the sum of (a) the
Swing Line Lender's Pro Rata Share of the Swing Line Loans, plus (b) the
outstanding Dollar Amount of Revolving Loans made by the Swing Line Bank
pursuant to Section 2.1, exceed the Swing Line Bank's Revolving Loan Commitment
at such time. Subject to the terms of this Agreement, the Borrowers may borrow,
repay and reborrow Swing Line Loans at any time prior to the Termination Date.

         (B) Borrowing/Election Notice. The Company (on behalf of itself or any
Subsidiary Borrower) shall deliver to the Administrative Agent and the Swing
Line Bank a Borrowing/Election Notice, signed by it, not later than 12:00 noon
(Chicago time) (x) on the Borrowing Date of each Swing Line Loan to be made in
Dollars and (y) one (1) Business Day prior to the Borrowing Date of each Swing
Line Loan to be made in euro, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day and which may be the same date as the date
the Borrowing/Election Notice is given), (ii) the Agreed Currency applicable
thereto and (iii) the aggregate amount of the requested Swing Line Loan which
shall be a Dollar Amount not less than $500,000 and increments of $500,000 in
excess thereof.

         (C) Making of Swing Line Loans. Not later than 2:00 p.m. (Chicago time)
on the applicable Borrowing Date, the Swing Line Bank shall make available its
Swing Line Loan, in funds immediately available in Chicago, Illinois to the
Administrative Agent at its address specified pursuant to Article XIV or at the
applicable Eurocurrency Payment Office. The Administrative Agent will promptly
make the funds so received from the Swing Line Bank available to the applicable
Borrower on the Borrowing Date at the Administrative Agent's aforesaid address.

         (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid
in full by the Borrowers upon demand by the Swing Line Bank or on such other
Business Day as may be agreed to in writing by the Company and the Swing Line
Lender (in any case, the "SWING LINE REPAYMENT DATE"). The Borrowers may at any
time pay, without penalty or premium, all outstanding Swing Line Loans or, in a
minimum Dollar Amount of $500,000 and increments of $500,000 in excess thereof,
any portion of the outstanding Swing Line Loans, upon notice to the
Administrative Agent and the Swing Line Bank. In addition, the Administrative
Agent (i) may at any time in its sole discretion with respect to any outstanding
Swing Line Loan or (ii) shall on the Swing Line Repayment Date require each
Lender (including the Swing Line Bank) to make a Revolving Loan in, at the Swing
Line Bank's option, the amount (in the currency in which such Swing Line Loan
was made) or Dollar Amount of such Lender's Pro Rata Share of such Swing Line
Loan, for the purpose of repaying such Swing Line Loan. No later than 2:00 p.m.
(Chicago time) on the date of any notice received pursuant to this Section
2.2(D), each Lender shall make available its required Revolving Loan or
Revolving Loans, in funds immediately available to the Administrative Agent in
Chicago, Illinois at its address specified pursuant to Article XIV or at the
applicable Eurocurrency Payment Office. Revolving Loans made pursuant to this
Section 2.2(D), if made in Dollars, shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in Section 2.9 and subject to the
other conditions and limitations therein set forth and set forth in this Article
II. Revolving Loans made pursuant to this Section 2.2(D), if made in euro, shall

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<PAGE>

initially be Eurocurrency Rate Loans having an Interest Period selected by the
Swing Line Bank and thereafter shall be subject to Section 2.9 and the other
conditions and limitations therein set forth and set forth in this Article II.
Unless a Lender shall have notified the Swing Line Bank, prior to its making any
Swing Line Loan, that any applicable condition precedent set forth in Sections
5.1, 5.2 or 5.3 had not then been satisfied, such Lender's obligation to make
Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall
be unconditional, continuing, irrevocable and absolute and shall not be affected
by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Administrative Agent, the Swing Line Bank or any other Person, (b)
the occurrence or continuance of a Default or Unmatured Default, (c) any adverse
change in the condition (financial or otherwise) of the Company, or (d) any
other circumstances, happening or event whatsoever. In the event that any Lender
fails to make payment to the Administrative Agent of any amount due under this
Section 2.2(D), the Administrative Agent shall be entitled to receive, retain
and apply against such obligation the principal and interest otherwise payable
to such Lender hereunder until the Administrative Agent receives such payment
from such Lender or such obligation is otherwise fully satisfied. In addition to
the foregoing, if for any reason any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.2(D), such Lender
shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Bank, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in, at the Swing Line Lender's option, the amount or Dollar
Amount of such Revolving Loan, and such interest and participation may be
recovered from such Lender together with interest thereon at the Federal Funds
Effective Rate for each day during the period commencing on the date of demand
and ending on the date such amount is received. On the Termination Date, the
Borrowers shall repay in full the outstanding principal balance of the Swing
Line Loans.

         2.3. Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Advances (if denominated in Dollars) or shall
bear interest at such other rate as may be agreed to between the Company (on
behalf of itself or any Subsidiary Borrower) and the Swing Line Bank at the time
of the making of any such Swing Line Loan. The Revolving Loans may be Floating
Rate Advances or Eurocurrency Rate Advances, or a combination thereof, selected
by the Company (on behalf of itself or any Subsidiary Borrower) in accordance
with Section 2.9. The Company may select, in accordance with Section 2.9, Rate
Options and Interest Periods applicable to portions of the Revolving Loans;
provided that there shall be no more than eight (8) Interest Periods in effect
with respect to all of the Loans at any time.

         2.4. Optional Payments; Mandatory Prepayments.

         (A) Optional Payments. The Borrowers may from time to time and at any
time upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum Dollar Amount of $5,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily
repaid or prepaid prior to the last day of the applicable Interest Period,
subject to the indemnification provisions contained in Section 4.4, in an
aggregate minimum Dollar Amount of $5,000,000 and in integral multiples of
$1,000,000, in excess thereof, provided, that no Borrower may so prepay
Eurocurrency Rate Advances unless it shall

                                       31

<PAGE>

have provided at least three (3) Business Days' prior written notice to the
Administrative Agent of such prepayment.

         (B) Mandatory Prepayments of Revolving Loans and Related Mandatory
Reduction of Commitments.

                  (i)      If at any time and for any reason (other than
         fluctuations in currency exchange rates) the Dollar Amount of the
         Revolving Credit Obligations are greater than the Aggregate Revolving
         Loan Commitment, the Company shall immediately make a mandatory
         prepayment of the Obligations in an amount equal to such excess.

                  (ii)     If at any time, solely as a result of fluctuations in
         currency exchange rates, the Dollar Amount of the Revolving Credit
         Obligations exceeds one hundred three percent (103%) of the Aggregate
         Revolving Loan Commitment, the Borrowers for the ratable benefit of the
         Lenders shall immediately prepay Loans in an aggregate amount such that
         after giving effect thereto the Dollar Amount of the Revolving Credit
         Obligations is less than or equal to the Aggregate Revolving Loan
         Commitment.

                  (iii)    Upon the consummation of any Asset Sale by the
         Company or any of its Subsidiaries whereby the fair market value of the
         assets sold, transferred or otherwise disposed of exceed (x) in any
         fiscal year, ten percent (10%) of the aggregate book value of the
         Company's Consolidated Assets as of the end of the fiscal year
         immediately preceding the Closing Date or (y) during the term of this
         Agreement, twenty percent (20%) of the aggregate book value of the
         Company's Consolidated Assets as of the end of the fiscal year
         immediately preceding the Closing Date, then, within three (3) Business
         Days after the Company's or such Subsidiary's (i) receipt of any Net
         Cash Proceeds from any such Asset Sale or other such proceeds, or (ii)
         conversion to cash or Cash Equivalents of non-cash proceeds (whether
         principal or interest and including securities, release of escrow
         arrangements or lease payments) received from such Asset Sale, the
         Borrowers shall, to the extent of such excess, make a mandatory
         prepayment of the Obligations as provided in clause (iv) below in an
         amount equal to one hundred percent (100%) of such ----------- Net Cash
         Proceeds or such proceeds converted from non-cash to cash or Cash
         Equivalents.

                  (iv)     All of the mandatory prepayments made hereunder shall
         be applied first to Floating Rate Loans and to any Eurocurrency Rate
         Loans maturing on such date and then to subsequently maturing
         Eurocurrency Rate Loans in order of maturity, subject to Section 4.4
         hereof. In addition, all of the mandatory prepayments made under
         Section 2.4(B)(iii) shall be applied (a) to pay Swing Line Loans and
         then to repay Revolving Loans and following the payment in full of the
         Revolving Loans, the amount of each such prepayment shall be applied
         first to interest on the Reimbursement Obligations, then to principal
         on the Reimbursement Obligations, then to fees on account of Letters of
         Credit and then, to the extent any L/C Obligations are contingent,
         deposited with the Administrative Agent as cash collateral in respect
         of such L/C Obligations and (b) to permanently reduce the Aggregate
         Revolving Loan Commitment by the full amount of such prepayment
         (whether or not sufficient Loans and L/C Obligations are outstanding
         for such amount to be applied as a prepayment).

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<PAGE>

         2.5. Voluntary Reduction of Commitments. The Company (on behalf of
itself and the Subsidiary Borrowers) may permanently reduce the Aggregate
Revolving Loan Commitment in whole, or in part ratably among the Lenders, in an
aggregate minimum amount of $10,000,000 with respect thereto and integral
multiples of $10,000,000 in excess of that amount with respect thereto (unless
the Aggregate Revolving Loan Commitment is reduced in whole), upon at least
three (3) Business Day's prior written notice to the Administrative Agent, which
notice shall specify the amount of any such reduction; provided, however, that
the amount of the Aggregate Revolving Loan Commitment may not be reduced below
the aggregate principal Dollar Amount of the outstanding Revolving Credit
Obligations. All accrued facility fees and utilization fees shall be payable on
the effective date of any termination of the obligations of the Lenders to make
Loans hereunder.

         2.6. Method of Borrowing. Not later than 12:00 noon (Chicago time) on
each Borrowing Date, each Lender shall make available its Revolving Loan in
immediately available funds in the Agreed Currency to the Administrative Agent
at its address specified pursuant to Article XIV, unless the Administrative
Agent has notified the Lenders that such Loan is to be made available to the
applicable Borrower at the Administrative Agent's Eurocurrency Payment Office,
in which case each Lender shall make available its Loan or Loans, in funds
immediately available to the Administrative Agent at its Eurocurrency Payment
Office, not later than 12:00 noon (local time in the city of the Administrative
Agent's Eurocurrency Payment Office) in the Agreed Currency designated by the
Administrative Agent. The Administrative Agent will promptly make the funds so
received from the Lenders available to the applicable Borrower at the
Administrative Agent's aforesaid applicable address.

         2.7. Method of Selecting Types, Currency and Interest Periods for
Advances. The Company (on behalf of itself or any applicable Subsidiary
Borrower) shall select the Type of Advance and, in the case of each Eurocurrency
Rate Advance, the Interest Period and Agreed Currency applicable to each Advance
from time to time. The Company shall give the Administrative Agent irrevocable
notice in substantially the form of Exhibit B hereto (a "BORROWING/ELECTION
NOTICE") not later than 11:00 a.m. (Chicago time) (a) on the Borrowing Date of
each Floating Rate Advance and (b) three (3) Business Days before the Borrowing
Date for each Eurocurrency Rate Advance, specifying: (i) the Borrowing Date
(which shall be a Business Day) of such Advance; (ii) the aggregate amount of
such Advance; (iii) the Type of Advance selected; and (iv) in the case of each
Eurocurrency Rate Advance, the Interest Period and Agreed Currency applicable
thereto. All Obligations other than Eurocurrency Rate Loans shall bear interest
from and including the date of the making of such Advance, in the case of Loans,
and the date such Obligation is due and owing in the case of such other
Obligations, to (but not including) the date of repayment thereof at the
Floating Rate changing when and as such Floating Rate changes. Changes in the
rate of interest on that portion of any Advance maintained as a Floating Rate
Loan will take effect simultaneously with each change in the Alternate Base
Rate. Each Eurocurrency Rate Advance shall bear interest from and including the
first day of the Interest Period applicable thereto to (but not including) the
last day of such Interest Period at the Eurocurrency Rate, changing when and as
such Eurocurrency Rate changes.

         2.8. Minimum Amount of Each Advance. Each Advance (other than an
Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in the
minimum Dollar

                                       33

<PAGE>

Amount of $5,000,000 and in multiples equal to the Dollar Amount of $1,000,000
if in excess thereof; provided, however, that any Floating Rate Advance may be
in the Dollar Amount of the unused Aggregate Revolving Loan Commitment.

         2.9. Method of Selecting Types, Currency and Interest Periods for
Conversion and Continuation of Advances.

         (A) Right to Convert. The Company (on behalf of itself or any
Subsidiary Borrower) may elect from time to time, subject to the provisions of
Section 2.3 and this Section 2.9, to convert all or any part of a Loan of any
Type into any other Type or Types of Loan; provided that any conversion of any
Eurocurrency Rate Advance shall be made on, and only on, the last day of the
Interest Period applicable thereto.

         (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans in Dollars shall
continue as Eurocurrency Rate Loans in Dollars until the end of the then
applicable Interest Period therefor, at which time such Eurocurrency Rate Loans
shall be automatically converted into Floating Rate Loans unless the Company
shall have given the Administrative Agent notice in accordance with Section
2.9(D) requesting that, at the end of such Interest Period, such Eurocurrency
Rate Loans continue as a Eurocurrency Rate Loan. Unless a Borrowing/Election
Notice shall have timely been given in accordance with the terms of this Section
2.9, Eurocurrency Rate Advances in euro shall automatically continue as
Eurocurrency Rate Advances in euro with an Interest Period of one (1) month.

         (C) No Conversion Post-Default or Post-Unmatured Default.
Notwithstanding anything to the contrary contained in Section 2.9(A) or Section
2.9(B), no Loan may be converted into or continued as a Eurocurrency Rate Loan
(except with the consent of the Required Lenders) when any Default or Unmatured
Default has occurred and is continuing.

         (D) Borrowing/Election Notice. The Company (on behalf of itself or any
Subsidiary Borrower) shall give the Administrative Agent an irrevocable
Borrowing/Election Notice of each conversion of a Floating Rate Loan into a
Eurocurrency Rate Loan or continuation of a Eurocurrency Rate Loan not later
than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the
requested conversion or continuation, with respect to any Loan to be converted
or continued as a Eurocurrency Rate Loan, specifying: (i) the requested date
(which shall be a Business Day) of such conversion or continuation; (ii) the
amount and Type of the Loan to be converted or continued; and (iii) the amount
of Eurocurrency Rate Loan(s) into which such Loan is to be converted or
continued, the Agreed Currency and the duration of the Interest Period
applicable thereto.

         (E) Limitations on Conversion. Notwithstanding anything herein to the
contrary, at the election of the Company under this Section 2.9, Eurocurrency
Rate Advances in an Agreed Currency may be converted and/or continued as
Eurocurrency Rate Advances only in the same Agreed Currency.

                                       34

<PAGE>

         2.10. Default Rate. After the occurrence and during the continuance of
a Default, the interest rate(s) applicable to the Obligations shall be equal to
the then applicable rate plus two percent (2%) per annum, and the fee described
in Section 3.8(A) shall be equal to the then Applicable L/C Fee Percentage plus
two percent (2%) per annum.

         2.11. Method of Payment.

         (A) All payments of principal, interest, fees, commissions and L/C
Obligations hereunder shall be made, without setoff, deduction or counterclaim
(unless indicated otherwise in Section 2.14(E)), in immediately available funds
to the Administrative Agent (i) at the Administrative Agent's address specified
pursuant to Article XIV with respect to Advances or other Obligations
denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency
Payment Office with respect to any Advance or other Obligations denominated in
euro, or at any other Lending Installation of the Administrative Agent specified
in writing by the Administrative Agent to the Company, by 1:00 p.m. (local time)
on the date when due and shall be made ratably among the Lenders (unless such
amount is not to be shared ratably in accordance with the terms hereof). Each
Advance shall be repaid or prepaid in the Agreed Currency in which it was made
in the amount borrowed and interest payable thereon shall also be paid in such
currency. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds which the Administrative Agent received at its
address specified pursuant to Article XIV, at its Eurocurrency Payment Office or
at any Lending Installation specified in a notice received by the Administrative
Agent from such Lender. Each reference to the Administrative Agent in this
Section 2.11 shall also be deemed to refer, and shall apply equally, to the
Issuing Bank, in the case of payments required to be made by the Company to the
Issuing Bank pursuant to Article III.

         (B) Notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in euro, currency control or exchange regulations are
imposed in the European Union or any member state which issues euro with the
result that different types of currency (the "SUBSTITUTED CURRENCY") are
introduced and/or required to be substituted therefor and the euro no longer
exists or any Borrower is not able to make payment to the Administrative Agent
for the account of the Lenders in euro, then all payments to be made by any
Borrower hereunder in euro shall be made to the Administrative Agent in such
amount and such type of the Substituted Currency or, if payment in such
Substituted Currency cannot be made due to the imposition of any such currency
control or exchange regulations or if the Administrative Agent otherwise objects
to repayment in such Substituted Currency, in Dollars, as shall be equivalent to
the amount of such payment otherwise due hereunder in euro, it being the
intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations.

         2.12. Evidence of Debt.

         (A) Loan Account. Each Lender shall maintain in accordance with its
usual practice an account or accounts (a "LOAN ACCOUNT") evidencing the
indebtedness of the Borrowers to such Lender owing to such Lender from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.

                                       35

<PAGE>

         (B) Register. The Register maintained by the Administrative Agent
pursuant to Section 13.3(D) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date and the amount of each Loan made hereunder, the Type thereof and
the Interest Period, if any, applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder, (iii) the effective date and amount of each
Assignment Agreement delivered to and accepted by it and the parties thereto
pursuant to Section 13.3, (iv) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof and (v) all other appropriate debits and credits as provided in
this Agreement, including, without limitation, all fees, charges, expenses and
interest.

         (C) Entries in Loan Account and Register. The entries made in the Loan
Account, the Register and the other accounts maintained pursuant to clauses (A)
or (B) of this Section shall be conclusive and binding for all purposes, absent
manifest error, unless the Company (on behalf of itself or any Subsidiary
Borrower) objects to information contained in the Loan Accounts, the Register or
the other accounts within thirty (30) days of the Company's receipt of such
information; provided that the failure of any Lender or the Administrative Agent
to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrowers to repay the Loans in accordance with the terms
of this Agreement.

         (D) Notes Upon Request. Any Lender may request that the Loans made by
it each be evidenced by a promissory note in substantially the form of Exhibit J
to evidence such Lender's Loans. In such event, each Borrower shall prepare,
execute and deliver to such Lender such a promissory note for such Loans payable
to the order of such Lender. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (prior to any assignment pursuant
to Section 13.3) be represented by one or more promissory notes in such form,
payable to the order of the payee named therein, except to the extent that any
such Lender subsequently returns any such note for cancellation and requests
that such Loans once again be evidenced as described in clauses (a) and (b)
above.

         2.13. Notices. Each Borrower authorizes the Lenders and the
Administrative Agent to extend Advances and to transfer funds based only on
written notices, and to effect selections of Types of Advances based on
telephonic or written notices, in each case, made by any person or persons the
Administrative Agent or any Lender in good faith believes to be acting on behalf
of the Company. The Company (on behalf of itself or any Subsidiary Borrower)
agrees to deliver promptly to the Administrative Agent a written confirmation,
signed by an Authorized Officer, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall govern absent manifest error. In case of disagreement
concerning such notices, if the Administrative Agent has recorded telephonic
borrowing notices, such recordings will be made available to the Company upon
the Company's request therefor.

         2.14. Promise to Pay; Interest and Fees; Interest Payment Dates;
Interest and Fee Basis; Taxes.

                                       36

<PAGE>

         (A) Promise to Pay. Without limiting the provisions of Section 1.4
hereof, each Borrower unconditionally promises to pay when due the principal
amount of each Loan incurred by it and all other Obligations incurred by it, and
to pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the other Loan Documents.

         (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Eurocurrency Rate Loan shall be payable on the last day of its
applicable Interest Period, on any date on which such Eurocurrency Rate Loan is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurocurrency Rate Loan having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest accrued on the principal balance of all other
Obligations shall be payable in arrears (i) on each Payment Date, commencing on
the first such Payment Date following the incurrence of such Obligations, (ii)
upon repayment thereof in full or in part and (iii) if not theretofore paid in
full, at the time such other Obligations become due and payable (whether by
acceleration or otherwise).

         (C) Fees.

                  (i)      Facility Fee. The Company shall pay to the
         Administrative Agent, for the account of the Lenders in accordance with
         their Pro Rata Shares, from and after the date of this Agreement until
         the date on which the Aggregate Revolving Loan Commitment shall be
         terminated in whole, a facility fee accruing at the rate of the then
         Applicable Facility Fee Percentage on the amount of the Aggregate
         Revolving Loan Commitment (whether used or unused). All such facility
         fees payable under this clause (C)(i) shall be payable quarterly in
         arrears on each Payment Date occurring after the date of this Agreement
         (with the first such payment being calculated for the period from the
         Closing Date and ending on September 30, 2003), and, in addition, on
         the date on which the Aggregate Revolving Loan Commitment shall be
         terminated in whole.

                  (ii)     Utilization Fee. If, on any day during any fiscal
         quarter, the amount of the Revolving Credit Obligations exceeds
         twenty-five percent (25%) of the Aggregate Revolving Loan Commitment at
         such time, the Company shall pay to the Administrative Agent, for the
         account of the Lenders in accordance with their Pro Rata Shares, a
         utilization fee accruing at the rate of the then Applicable Utilization
         Fee Percentage on the Revolving Credit Obligations for such day. All
         such utilization fees payable under this clause (C)(ii) shall be
         payable quarterly in arrears on each Payment Date occurring after the
         date of this Agreement (with the first such payment being calculated
         for the period from the Closing Date and ending on September 30, 2003),
         and, in addition, on the date on which the Aggregate Revolving Loan
         Commitment shall be terminated in whole.

                  (iii)    Fee Letters. The Company agrees to pay to the
         Administrative Agent, the Syndication agent and/or the Arrangers, as
         the case may be, the fees set forth in the (x) letter agreement among
         the Administrative Agent, the Syndication Agent, the Arrangers and the
         Company dated May 28, 2003, and (y) the letter agreement between the
         Administrative Agent and the Company dated June 19, 2003 (which letter
         agreement was

                                       37

<PAGE>

         acknowledged by the Company on June 24, 2003), in each case, payable at
         the times and in the amounts set forth therein.

         (D) Interest and Fee Basis; Applicable Eurocurrency Margin, Applicable
Floating Rate Margin, Applicable L/C Fee Percentage, Applicable Facility Fee
Percentage and Applicable Utilization Fee Percentage.

                  (i)      Interest on all Eurocurrency Rate Loans and on all
         fees shall be calculated for actual days elapsed on the basis of a
         360-day year. Interest on all Floating Rate Loans shall be calculated
         for actual days elapsed on the basis of a 365-, or when appropriate
         366-, day year. Interest shall be payable for the day an Obligation is
         incurred but not for the day of any payment on the amount paid if
         payment is received prior to 2:00 p.m. (local time) at the place of
         payment. If any payment of principal of or interest on a Loan or any
         payment of any other Obligations shall become due on a day which is not
         a Business Day, such payment shall be made on the next succeeding
         Business Day and, in the case of a principal payment, such extension of
         time shall be included in computing interest, fees and commissions in
         connection with such payment.

                  (ii)     The Applicable Eurocurrency Margin, Applicable
         Floating Rate Margin, Applicable L/C Fee Percentage, Applicable
         Facility Fee Percentage and Applicable Utilization Fee Percentage shall
         be determined on the basis of the then applicable Moody's Rating and
         S&P Rating, as described in the Pricing Schedule hereto.

         (E) Taxes.

                  (i)      Any and all payments by the Borrowers hereunder
         (whether in respect of principal, interest, fees or otherwise) shall be
         made free and clear of and without deduction for any and all present or
         future taxes, levies, imposts, deductions, charges or withholdings or
         any interest, penalties or liabilities with respect thereto imposed by
         any Governmental Authority including those arising after the date
         hereof as a result of the adoption of or any change in any law, treaty,
         rule, regulation, guideline or determination of a Governmental
         Authority or any change in the interpretation or application thereof by
         a Governmental Authority but excluding, in the case of each Lender and
         the Administrative Agent, such taxes (including income taxes, franchise
         taxes and branch profit taxes) as are imposed on or measured by such
         Lender's or the Administrative Agent's, as the case may be, net income
         or similar taxes imposed by the United States of America or any
         Governmental Authority of the jurisdiction under the laws of which such
         Lender or the Administrative Agent, as the case may be, is incorporated
         or organized, maintains its principal office or maintains a Lending
         Installation (all such non-excluded taxes, levies, imposts, deductions,
         charges, withholdings, and liabilities which the Administrative Agent
         or a Lender determines to be applicable to this Agreement, the other
         Loan Documents, the Revolving Loan Commitments, the Loans or the
         Letters of Credit being hereinafter referred to as "TAXES"). If any
         Borrower shall be required by law to deduct or withhold any Taxes from
         or in respect of any sum payable hereunder or under the other Loan
         Documents to any Lender or the Administrative Agent, (i) the sum
         payable shall be increased as may be necessary so that after making all
         required deductions or withholdings (including deductions or
         withholdings applicable to

                                       38

<PAGE>

         additional sums payable under this Section 2.14(E)) such Lender or the
         Administrative Agent (as the case may be) receives an amount equal to
         the sum it would have received had no such deductions or withholdings
         been made, (ii) the applicable Borrower shall make such deductions or
         withholdings, and (iii) the applicable Borrower shall pay the full
         amount deducted or withheld to the relevant taxation authority or other
         authority in accordance with applicable law. If any Tax, including,
         without limitation, any withholding tax, of the United States of
         America or any other Governmental Authority shall be or become
         applicable (y) after the date of this Agreement, to such payments by
         the Borrowers made to the Lending Installation or any other office that
         a Lender may claim as its Lending Installation, or (z) after such
         Lender's selection and designation of any other Lending Installation,
         to such payments made to such other Lending Installation, such Lender
         shall use reasonable efforts to make, fund and maintain its Loans
         through another Lending Installation of such Lender in another
         jurisdiction so as to reduce the Borrower's liability hereunder, if the
         making, funding or maintenance of such Loans through such other Lending
         Installation of such Lender does not, in the reasonable judgment of
         such Lender, otherwise adversely and materially affect such Loans, or
         obligations under the Revolving Loan Commitments of such Lender.

                  (ii)     In addition, each Borrower agrees to pay any present
         or future stamp or documentary taxes or any other excise or property
         taxes, charges, or similar levies which arise from any payment made
         hereunder, from the issuance of Letters of Credit hereunder, or from
         the execution, delivery or registration of, or otherwise with respect
         to, this Agreement, the other Loan Documents, the Revolving Loan
         Commitments, the Loans or the Letters of Credit (hereinafter referred
         to as "OTHER TAXES").

                  (iii)    Each Borrower hereby agrees to indemnify each Lender
         and the Administrative Agent for the full amount of Taxes and Other
         Taxes (including, without limitation, any Taxes or Other Taxes imposed
         by any Governmental Authority on amounts payable under this Section
         2.14(E)) paid by such Lender or the Administrative Agent (as the case
         may be) and any liability (including penalties, interest, and expenses)
         arising therefrom or with respect thereto, whether or not such Taxes or
         Other Taxes were correctly or legally asserted. This indemnification
         shall be made within thirty (30) days after the date such Lender or the
         Administrative Agent (as the case may be) makes written demand
         therefor. A certificate as to any additional amount payable to any
         Lender or the Administrative Agent under this Section 2.14(E) submitted
         to the Company and the Administrative Agent (if a Lender is so
         submitting) by such Lender or the Administrative Agent shall show in
         reasonable detail the amount payable and the calculations used to
         determine such amount and shall, absent manifest error, be final,
         conclusive and binding upon all parties hereto. With respect to such
         deduction or withholding for or on account of any Taxes and to confirm
         that all such Taxes have been paid to the appropriate Governmental
         Authorities, the Company (on behalf of itself or any Subsidiary
         Borrower) shall promptly (and in any event not later than thirty (30)
         days after receipt) furnish to each Lender and the Administrative Agent
         such certificates, receipts and other documents as may be reasonably
         required (in the judgment of such Lender or the Administrative Agent)
         to establish any tax credit to which such Lender or the Administrative
         Agent may be entitled.

                                       39

<PAGE>

                  (iv)     Within thirty (30) days after the date of any payment
         of Taxes or Other Taxes by any Borrower, the Company shall furnish to
         the Administrative Agent the original or a certified copy of a receipt
         evidencing payment thereof.

                  (v)      Without prejudice to the survival of any other
         agreement of the Borrowers hereunder, the agreements and obligations of
         the Borrowers, the Lenders and the Administrative Agent contained in
         this Section 2.14(E) shall survive the payment in full of all
         Obligations hereunder, the termination of the Letters of Credit and the
         termination of this Agreement.

                  (vi)     Each Lender (including any Replacement Lender,
         Designated Lender or Purchaser) and, if applicable, the Administrative
         Agent, that is not created or organized under the laws of the United
         States of America or a political subdivision thereof (each a "NON-U.S.
         LENDER") shall deliver to the Company and the Administrative Agent on
         or before the Closing Date, or, if later, the date on which such Lender
         becomes a Lender pursuant to Section 13.3 hereof, either (A) two (2)
         duly completed copies of either IRS Form W-8BEN, or IRS Form W-8ECI, or
         in either case, an applicable successor form; or (B) in the case of a
         Non-U.S. Lender that is not legally entitled to deliver the forms
         listed in clause (vi)(A), (x) a certificate of a duly authorized
         officer of such Non-U.S. Lender to the effect that such Non-U.S. Lender
         is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code,
         a "10 percent shareholder" of the Company within the meaning of Section
         881(c)(3)(B) of the Code or a controlled foreign corporation receiving
         interest from a related person within the meaning of Section
         881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE")
         and (y) two (2) duly completed copies of IRS Form W-8BEN or applicable
         successor form, in each case, certifying that such Person is exempt
         from United States withholding tax and is entitled to receive payments
         under this Agreement without deduction for withholding of any United
         States federal taxes. Each Lender (other than a Non-U.S. Lender) and
         the Administrative Agent shall, on or before the date on which it
         becomes a party to this Agreement, deliver to each of the Company and
         the Administrative Agent two duly completed copies of United States IRS
         Form W-9 (or any successor form) establishing that such Lender is a
         U.S. person (within the meaning of Section 7701(A)(30) of the Code) and
         is not subject to backup withholding. Each Lender and the
         Administrative Agent further agrees to deliver to the Company and the
         Administrative Agent from time to time a true and accurate certificate
         executed in duplicate by a duly authorized officer of such Lender in a
         form satisfactory to the Company and the Administrative Agent, (x) upon
         request of the Company or the Administrative Agent or (y) before or
         promptly upon the occurrence of any event requiring a change in the
         most recent certificate previously delivered by it to the Company and
         the Administrative Agent pursuant to this Section 2.14(E)(vi). Further,
         each Lender and, if applicable, the Administrative Agent, which
         delivers a form or certificate pursuant to this clause (vi) covenants
         and agrees to deliver to the Company and the Administrative Agent
         within fifteen (15) days prior to the expiration of such form, for so
         long as this Agreement is still in effect, another such certificate
         and/or two (2) accurate and complete original newly-signed copies of
         the applicable form (or any successor form or forms required under the
         Code or the applicable regulations promulgated thereunder).

                                       40

<PAGE>

                  Each Lender and, if applicable the Administrative Agent, shall
         promptly furnish to the Company and the Administrative Agent such
         additional documents as may be reasonably required by the Company or
         the Administrative Agent to establish any exemption from or reduction
         of any Taxes or Other Taxes required to be deducted or withheld and
         which may be obtained without undue expense to such Person.
         Notwithstanding any other provision of this Section 2.14(E), the
         Borrowers shall not be obligated to gross up any payments to any Person
         pursuant to Section 2.14(E)(i), or to indemnify any Person pursuant to
         Section 2.14(E)(iii), in respect of United States federal withholding
         taxes to the extent imposed as a result of (x) the failure of such
         Person to deliver to the Company the form or forms and/or an Exemption
         Certificate, as applicable to such Person, pursuant to Section
         2.14(E)(vi), (y) such form or forms and/or Exemption Certificate or the
         information or certifications made therein by the Person being untrue
         or inaccurate on the date delivered in any material respect or (z) the
         Person designating a successor Lending Installation at which it
         maintains its Loans which has the effect of causing such Person to
         become obligated for tax payments in excess of those in effect
         immediately prior to such designation; provided, however, that the
         Borrowers shall be obligated to gross up any payments to any such
         Person pursuant to Section 2.14(E)(i), and to indemnify any such Person
         pursuant to Section 2.14(E)(iii), in respect of United States federal
         withholding taxes if (i) any such failure to deliver a form or forms or
         an Exemption Certificate or the failure of such form or forms or
         exemption certificate to establish a complete exemption from U.S.
         federal withholding tax or inaccuracy or untruth contained therein
         resulted from a change in any applicable statute, treaty, regulation or
         other applicable law or any interpretation of any of the foregoing
         occurring after the date such Person became a party hereto, which
         change rendered such Person no longer legally entitled to deliver such
         form or forms or Exemption Certificate or otherwise ineligible for a
         complete exemption from U.S. federal withholding tax, or rendered the
         information or the certifications made in such form or forms or
         Exemption Certificate untrue or inaccurate in any material respect,
         (ii) the redesignation of the Lender's Lending Installation was made at
         the request of any Borrower or (iii) the obligation to gross up
         payments to any Person pursuant to Section 2.14(E)(i), or to indemnify
         any such Person pursuant to Section 2.14(E)(iii), is with respect to a
         Purchaser that becomes a Purchaser as a result of an assignment made at
         the request of any Borrower.

                  For purposes of clarification, for so long as the
         Administrative Agent is a Lender, any forms or other information
         required to be delivered to the Administrative Agent and/or the Company
         under this Section 2.14(E)(iv) shall be satisfied by a single delivery
         of such forms by the relevant financial institution.

                  (vii)    Upon the request, and at the expense of the
         Borrowers, each Lender to which any Borrower is required to pay any
         additional amount pursuant to this Section 2.14(E), shall reasonably
         afford the Company (on behalf of itself or any Subsidiary Borrower) the
         opportunity to contest, and shall reasonably cooperate with the Company
         in contesting, the imposition of any Tax giving rise to such payment;
         provided, that (i) such Lender shall not be required to afford the
         Company the opportunity to so contest unless the Company shall have
         confirmed in writing to such Lender its obligation (or the obligation
         of any Subsidiary Borrower) to pay such amounts pursuant to this
         Agreement;

                                       41
<PAGE>

         and (ii) the Borrowers shall reimburse such Lender for its attorneys'
         and accountants' fees and disbursements incurred in so cooperating with
         the Company in contesting the imposition of such Tax; provided,
         however, that notwithstanding the foregoing, no Lender shall be
         required to afford the Company the opportunity to contest, or cooperate
         with the Company in contesting, the imposition of any Taxes, if such
         Lender in good faith determines that to do so would have an adverse
         effect on it.

                  (viii)   Any of the Administrative Agent or any Lender
         requesting compensation under this Section 2.14(E) shall use its
         reasonable efforts to notify the Company (with a copy to the
         Administrative Agent) in writing of the event giving rise to such
         demand for compensation not more than ninety (90) days following the
         date upon which the responsible account officer for the Administrative
         Agent or the applicable Lender knows of such event. Such written demand
         shall be rebuttably presumed correct for all purposes. If any Lender or
         the Administrative Agent demands compensation under this Section
         2.14(E) more than ninety (90) days following the date upon which a
         responsible account officer for such Lender or the Administrative Agent
         knows that Taxes or Other Taxes have begun to accrue with respect to
         which such Lender or the Administrative Agent is entitled to
         compensation under this Section 2.14(E), then any Taxes or Other Taxes
         attributable to the period prior to the ninety (90) day period
         immediately preceding the date on which such Lender or the
         Administrative Agent provided such notice and demand for compensation
         shall be excluded from the indemnity obligations of the Borrowers under
         this Section 2.14(E).

                  (ix)     In the event such Lender or the Administrative Agent
         receives a refund (whether by way of direct refund, credit, offset or
         otherwise) in respect of any Taxes or Other Taxes, which refund is
         attributable to amounts paid or indemnified by the Borrowers pursuant
         to this Section 2.14(E), such Lender or the Administrative Agent shall,
         within thirty (30) days of receipt thereof, pay to the Company such
         refund (if any) not exceeding the amount paid by the Company to, or on
         behalf of, such Lender or the Administrative Agent that is allocable to
         such refunded Taxes or Other Taxes (net of any reasonable out-of-pocket
         expenses incurred by such person in obtaining such credit). In the
         event such Lender or the Administrative Agent is required to repay such
         refund to the relevant taxing authority, each Borrower agrees to return
         the refund to such Lender or the Administrative Agent

         2.15. Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. Promptly after receipt thereof,
the Administrative Agent will notify each Lender of the contents of each
Aggregate Revolving Loan Commitment reduction notice, Commitment Increase
Notice, Borrowing/Election Notice and repayment notice received by it hereunder.
The Administrative Agent will notify each Lender of the interest rate applicable
to each Floating Rate Loan and Eurocurrency Rate Loan and the Agreed Currency
applicable to each Eurocurrency Rate Loan promptly upon determination of such
interest rate and Agreed Currency and will give each Lender prompt notice of
each change in the Alternate Base Rate.

         2.16. Lending Installations. Each Lender may book its Loans or Letters
of Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender

                                       42

<PAGE>

may, by written or facsimile notice to the Administrative Agent and the Company,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments and/or payments of L/C Obligations are to be made.

         2.17. Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of a Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or Borrower, as the case may be, has not in fact made
such payment to the Administrative Agent, the recipient of such payment shall,
on demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

         2.18. Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all of the Obligations (other than contingent indemnity obligations) shall have
been fully paid and satisfied in cash, (B) all financing arrangements among the
Borrowers and the Lenders shall have been terminated and (C) all of the Letters
of Credit shall have expired, been canceled, terminated or cash collateralized
in accordance with Section 3.11, all of the rights and remedies under this
Agreement and the other Loan Documents shall survive.

         2.19. Replacement of Certain Lenders. In the event a Lender (an
"AFFECTED LENDER") shall have: (i) failed to fund its Pro Rata Share of any
Advance requested by a Borrower, or to fund a Revolving Loan in order to repay
Swing Line Loans pursuant to Section 2.2(D), which such Lender is obligated to
fund under the terms of this Agreement and which failure has not been cured,
(ii) requested compensation from the Borrowers under Sections 2.14(E), 4.1 or
4.2 to recover Taxes, Other Taxes or other additional costs incurred by such
Lender which are not being incurred generally by the other Lenders, (iii)
delivered a notice pursuant to Section 4.3 claiming that such Lender is unable
to extend Eurocurrency Rate Loans to the Company for reasons not generally
applicable to the other Lenders or (iv) invoked Section 10.2, then, in any such
case, the Company or the Administrative Agent may make written demand on such
Affected Lender (with a copy to the Administrative Agent in the case of a demand
by the Company and a copy to the Company in the case of a demand by the
Administrative Agent) for the Affected Lender to assign, and such Affected
Lender shall use commercially reasonable efforts to assign pursuant to one or
more duly executed Assignment Agreements five (5) Business Days after the date
of such demand, to one or more financial institutions that comply with the
provisions of Section 13.3(A) which the Company or the Administrative Agent, as
the case may be, shall have engaged for such purpose (a "REPLACEMENT LENDER"),
all of such Affected Lender's rights and obligations under this Agreement and
the other Loan Documents (including, without limitation, its Revolving Loan
Commitment, all Loans owing to it, all of its

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<PAGE>

participation interests in existing Letters of Credit, and its obligation to
participate in additional Letters of Credit and Swing Line Loans hereunder) in
accordance with Section 13.3 provided, however, that nothing herein shall
require any Affected Lender to assign its rights and obligation under this
Agreement and the other Loan Documents at less than par value. The
Administrative Agent agrees, upon the occurrence of such events with respect to
an Affected Lender and upon the written request of the Company, to use its
reasonable efforts to obtain the commitments from one or more financial
institutions to act as a Replacement Lender. The Administrative Agent is
authorized to execute one or more Assignment Agreements as attorney-in-fact for
any Affected Lender failing to execute and deliver the same within five (5)
Business Days after the date of such demand. Further, with respect to such
assignment, the Affected Lender shall have concurrently received, in cash, all
amounts due and owing to the Affected Lender hereunder or under any other Loan
Document, including, without limitation, the aggregate outstanding principal
amount of the Loans owed to such Lender, together with accrued interest thereon
through the date of such assignment, amounts payable under Sections 2.14(E),
4.1, and 4.2 with respect to such Affected Lender and compensation payable under
Section 2.14(C) in the event of any replacement of any Affected Lender under
clause (ii) or clause (iii) of this Section 2.19; provided that upon such
Affected Lender's replacement, such Affected Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14(E),
2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this
Agreement or the other Loan Documents whereby the Company or any of its
Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any
fees accrued for its account hereunder and not yet paid, and shall continue to
be obligated under Section 11.8 for such amounts, obligations and liabilities as
are due and payable up to and including (but not after) the date such Affected
Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender
pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to
apply with respect to Loans which are then outstanding with respect to which the
Affected Lender failed to fund its Pro Rata Share and which failure has not been
cured.

         2.20. Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due from a Borrower hereunder in the
currency expressed to be payable herein (the "SPECIFIED CURRENCY") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of the
Borrowers in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may
be) of any sum adjudged to be so due in such other currency, such Lender or the
Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, each Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative

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<PAGE>

Agent, as the case may be, in the specified currency and (b) any amounts shared
with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2, such Lender or the
Administrative Agent, as the case may be, agrees to remit such excess to the
Borrowers.

         2.21. Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations.

         (A) Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in this Article II with respect to any Advance in euro,
if there shall occur on or prior to the date of such Advance any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the reasonable
opinion of the Company, the Administrative Agent or the Required Lenders make it
impracticable for the Eurocurrency Rate Loans comprising such Advance to be
denominated in euro, then the Administrative Agent shall forthwith give notice
thereof to the Company and the Lenders, and such Eurocurrency Rate Loans shall
not be denominated in such currency but shall be made on such Borrowing Date in
Dollars, in an aggregate principal amount equal to the Dollar Amount of the
aggregate principal amount specified in the related Borrowing Notice, as
Floating Rate Loans, unless the Company notifies the Administrative Agent at
least one (1) Business Day before such date that it elects not to borrow on such
date.

         (B) Calculation of Amounts. Except as set forth below, all amounts
referenced in this Article II shall be calculated using the Dollar Amount
determined based upon the Equivalent Amount in effect as of the date of any
determination thereof; provided, however, that to the extent the Borrowers shall
be obligated hereunder to pay in Dollars any Advance denominated in a currency
other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Advance (calculated based upon the Equivalent Amount in effect on the
date of payment thereof). Notwithstanding anything herein to the contrary, the
full risk of currency fluctuations shall be borne by the Borrowers and each
Borrower agrees to indemnify and hold harmless the Issuing Bank, the
Administrative Agent and the Lenders from and against any loss resulting from
any borrowing denominated in euro and for which the Lenders are not reimbursed
on the day of such borrowing as it relates to the Borrowers' respective
obligations.

         2.22. Increase of Aggregate Revolving Loan Commitment.

         (A) At any time, the Company may request (in consultation with the
Administrative Agent) that the Aggregate Revolving Loan Commitment be increased
by an aggregate amount of up to $100,000,000 without the prior written consent
of all of the Lenders, provided, that, the Aggregate Revolving Loan Commitment
shall at no time exceed $350,000,000. Such request shall be made in a written
notice given to the Administrative Agent and the Lenders by the Company not less
than twenty (20) Business Days prior to the proposed effective date of such
increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount
of the proposed increase in the Aggregate Revolving Loan Commitment and the
proposed effective date of such increase. In the event of such a Commitment
Increase Notice, each of the Lenders shall be given the opportunity to
participate in the requested increase ratably in proportions that their
respective Revolving Loan Commitments bear to the Aggregate Revolving Loan
Commitment. No Lender shall have any obligation to increase its Revolving Loan
Commitment.

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<PAGE>

         (B) On or prior to the date that is ten (10) Business Days after
receipt of the Commitment Increase Notice, each Lender shall submit to the
Administrative Agent a notice indicating the maximum amount by which it is
willing to increase its Revolving Loan Commitment in connection with such
Commitment Increase Notice (any such notice, a "LENDER INCREASE NOTICE"). Any
Lender which does not submit a Lender Increase Notice to the Administrative
Agent prior to the expiration of such ten (10) Business Day period shall be
deemed to have denied any increase in its Revolving Loan Commitment. In the
event that the increases of Revolving Loan Commitments set forth in the Lender
Increase Notices exceed the amount requested by the Company in the Commitment
Increase Notice, the Administrative Agent and the Arrangers shall have the
right, in consultation with the Company, to allocate the amount of increases
necessary to meet the Company's Commitment Increase Notice. In the event that
the Lender Increase Notices are less than the amount requested by the Company,
not later than three (3) Business Days prior to the proposed effective date the
Company may notify the Administrative Agent of any financial institution that
shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in
connection with the Commitment Increase Notice. Any Proposed New Lender shall be
subject to the consent of the Administrative Agent (which consent shall not be
unreasonably withheld). If the Company shall not have arranged any Proposed New
Lender(s) to commit to the shortfall from the Lender Increase Notices, then the
Company shall be deemed to have reduced the amount of its Commitment Increase
Notice to the aggregate amount set forth in the Lender Increase Notices. Based
upon the Lender Increase Notices, any allocations made in connection therewith
and any notice regarding any Proposed New Lender, if applicable, the
Administrative Agent shall notify the Company and the Lenders on or before the
Business Day immediately prior to the proposed effective date of the amount of
each Lender's and Proposed New Lender's Revolving Loan Commitment (the
"EFFECTIVE COMMITMENT AMOUNT") and the amount of the Aggregate Revolving Loan
Commitment, which amount shall be effective on the following Business Day.

         (C) Any increase in the Aggregate Revolving Loan Commitment shall be
subject to the following conditions precedent: (i) the Company shall have
obtained the consent thereto of any Guarantor and its reaffirmation of any Loan
Documents executed by it, which consent and reaffirmation shall be in writing
and in form and substance reasonably satisfactory to the Administrative Agent,
(ii) as of the date of the Commitment Increase Notice and as of the proposed
effective date of the increase in the Aggregate Revolving Loan Commitment, all
representations and warranties shall be true and correct in all material
respects as though made on such date (unless any such representation and
warranty is made as of a specific date, in which case, such representation and
warranty shall be true and correct in all material respects as of such date; it
being understood and agreed that the representations and warranties set forth in
Sections 6.5, 6.7 and 6.21 shall only be made as of the Closing Date) and no
Default or Unmatured Default shall have occurred and then be continuing, (iii)
the Company, the Administrative Agent and each Proposed New Lender or Lender
that shall have agreed to provide a "Revolving Loan Commitment" in support of
such increase in the Aggregate Revolving Loan Commitment shall have executed and
delivered a Commitment and Acceptance ("COMMITMENT AND ACCEPTANCE")
substantially in the form of Exhibit M hereto and (iv) the Company and any
Proposed New Lender shall otherwise have executed and delivered such other
instruments, documents and agreements as the Administrative Agent shall have
reasonably requested in connection with such increase. If any fee shall be
charged by the Lenders in connection with any such increase, such fee shall be
in accordance with then prevailing market conditions, which market conditions
shall

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<PAGE>

have been reasonably documented by the Administrative Agent to the Company. Upon
satisfaction of the conditions precedent to any increase in the Aggregate
Revolving Loan Commitment, the Administrative Agent shall promptly advise the
Company and each Lender of the effective date of such increase. Upon the
effective date of any increase in the Aggregate Revolving Loan Commitment that
is provided by a Proposed New Lender, such Proposed New Lender shall be a party
to this Agreement as a Lender and shall have the rights and obligations of a
Lender hereunder. Nothing contained herein shall constitute, or otherwise be
deemed to be, a commitment on the part of any Lender to increase its Revolving
Loan Commitment hereunder at any time.

         (D) Upon the execution and delivery of such Commitment and Acceptance,
the Administrative Agent shall reallocate any outstanding Loans ratably among
the Lenders after giving effect to each such increase in the Aggregate
Commitment; provided, that the Company hereby agrees to compensate each Lender
for all losses, expenses and liabilities incurred by such Lender in connection
with the sale and assignment of any Eurocurrency Rate Loans hereunder on the
terms and in the manner as set forth in Article IV.

         2.23. Addition of Subsidiary Borrowers. The Company may at any time add
as a party to this Agreement a Subsidiary to become a "Subsidiary Borrower"
hereunder subject to (a) the consent of the Administrative Agent and one hundred
percent (100%) of the Lenders, (b) the receipt of evidence satisfactory to the
Administrative Agent that such Subsidiary would not, in its capacity as a
Borrower hereunder, be required by law to withhold or deduct any Taxes from or
in respect of any sum payable hereunder by such Subsidiary to the Administrative
Agent or any Lender unless an exemption from such requirement can be obtained by
such Subsidiary (with the reasonable cooperation of the Administrative Agent and
the Lenders) and that no other adverse tax, regulatory or other consequences
would affect the Administrative Agent or the Lender as a result of such
Subsidiary's status as a Borrower, (c) the execution and delivery to the
Administrative Agent of a duly completed Assumption Letter by such Subsidiary,
with the written consent of the Company appearing thereon and (d) the execution
and delivery to the Administrative Agent and the Lenders of each other
instrument, document and agreement required by Section 5.3. Upon such
satisfaction of all such conditions, such Subsidiary shall for all purposes be a
party hereto as a Subsidiary Borrower as fully as if it had executed and
delivered this Agreement.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

         3.1. Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Company herein set forth, the Issuing Bank
hereby agrees to issue for the account of the Company through the Issuing Bank's
branches as it and the Company may jointly agree, one or more Letters of Credit
denominated in Dollars or euro in accordance with this Article III from time to
time during the period commencing on the Closing Date and ending on the Business
Day prior to the Termination Date (but subject to Section 3.3(B) below).

         3.2. Intentionally Omitted.

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<PAGE>

         3.3. Types and Amounts. No Issuing Bank shall have any obligation to
and no Issuing Bank shall:

         (A) issue any Letter of Credit if on the date of issuance (or
amendment), before or after giving effect to the Letter of Credit requested
hereunder, (i) the Dollar Amount of the Revolving Credit Obligations at such
time would exceed the Aggregate Revolving Loan Commitment at such time, or (ii)
the aggregate outstanding Dollar Amount of the L/C Obligations would exceed
$50,000,000; or

         (B) issue any Letter of Credit which has an expiration date later than
the date which is the earlier of (x) one (1) year after the date of issuance
thereof or (y) five (5) Business Days immediately preceding the Revolving Loan
Termination Date; provided, that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which in no
event shall extend beyond the date referred to in clause (y) above).

         3.4. Conditions. In addition to being subject to the satisfaction of
the applicable conditions contained in Sections 5.1, 5.2 and 5.3, the obligation
of the Issuing Bank to issue any Letter of Credit is subject to the satisfaction
in full of the following conditions:

         (A) the Company shall have delivered to the Issuing Bank (with a copy
to the Administrative Agent) at such times and in such manner as the Issuing
Bank may reasonably prescribe, a request for issuance of such Letter of Credit
in substantially the form of Exhibit C hereto (a "REQUEST FOR LETTER OF
CREDIT"), duly executed applications for such Letter of Credit, and such other
documents, instructions and agreements as may be required pursuant to the terms
thereof (all such applications, documents, instructions, and agreements being
referred to herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit
shall be reasonably satisfactory to the Issuing Bank as to form and content; and

         (B) as of the date of issuance no order, judgment or decree of any
court, arbitrator or Governmental Authority shall purport by its terms to enjoin
or restrain the Issuing Bank from issuing such Letter of Credit and no law, rule
or regulation applicable to the Issuing Bank and no request or directive
(whether or not having the force of law) from a Governmental Authority with
jurisdiction over the Issuing Bank shall prohibit or request that the Issuing
Bank refrain from the issuance of Letters of Credit generally or the issuance of
that Letter of Credit.

         (C) In the event of any conflict between the terms of this Agreement
and the terms of any application for a Letter of Credit, the terms of this
Agreement shall control.

         3.5. Procedure for Issuance of Letters of Credit.

         (A) Subject to the terms and conditions of this Article III and
provided that the applicable conditions set forth in Sections 5.1, 5.2 and 5.3
hereof have been satisfied, the Issuing Bank shall, on the requested date, issue
a Letter of Credit on behalf of the Company in accordance with the Issuing
Bank's usual and customary business practices and, in this connection, the
Issuing Bank may assume that the applicable conditions set forth in Sections
5.1, 5.2 and 5.3 hereof have been satisfied unless it shall have received notice
to the contrary from the Administrative Agent or a Lender or has knowledge that
the applicable conditions have not been met.

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<PAGE>

         (B) The Issuing Bank shall give the Administrative Agent written or
facsimile notice, or telephonic notice confirmed promptly thereafter in writing,
of the issuance of a Letter of Credit; provided, however, that the failure to
provide such notice shall not result in any liability on the part of the Issuing
Bank.

         (C) The Issuing Bank shall not extend or amend any Letter of Credit
unless the requirements of Sections 3.3, 3.4 and 3.5 are met as though a new
Letter of Credit was being requested and issued.

         3.6. Letter of Credit Participation. Immediately upon the issuance of
each Letter of Credit hereunder, each Lender shall be deemed to have
automatically, irrevocably and unconditionally purchased and received from the
Issuing Bank an undivided interest and participation in and to such Letter of
Credit, the obligations of the Company in respect thereof and the liability of
the Issuing Bank thereunder (collectively, an "L/C INTEREST") in an amount equal
to the Dollar Amount available for drawing under such Letter of Credit
multiplied by such Lender's Pro Rata Share. The Issuing Bank will notify each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit. On or before the Business Day on which the Issuing
Bank makes payment of each such L/C Draft or, in the case of any other draw on a
Letter of Credit, on demand by the Administrative Agent or the Issuing Bank,
each Lender shall make payment to the Administrative Agent, for the account of
the Issuing Bank, in immediately available funds in the Agreed Currency in an
amount equal to such Lender's Pro Rata Share of the Dollar Amount of such
payment or draw. The obligation of each Lender to reimburse the Issuing Bank
under this Section 3.6 shall be unconditional, continuing, irrevocable and
absolute. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 3.6, the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the Issuing Bank for such amount in accordance with this Section 3.6.

         3.7. Reimbursement Obligation. The Company agrees unconditionally,
irrevocably and absolutely to pay immediately to the Issuing Bank or, if
applicable, the Administrative Agent, for the account of the Lenders, the amount
of each advance drawn under or pursuant to a Letter of Credit or an L/C Draft
related thereto (such obligation of the Company to reimburse the Issuing Bank or
the Administrative Agent for an advance made under a Letter of Credit or L/C
Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect
to such Letter of Credit or L/C Draft), each such reimbursement to be made by
the Company no later than the Business Day on which the Issuing Bank makes
payment of each such L/C Draft or, if the Company shall have received notice of
a Reimbursement Obligation later than 9:00 a.m. (Chicago time), on any Business
Day or on a day which is not a Business Day, no later than 9:00 a.m. (Chicago
time), on the immediately following Business Day or, in the case of any other
draw on a Letter of Credit, the date specified in the demand of the Issuing
Bank. If the Company at any time fails to repay a Reimbursement Obligation
pursuant to this Section 3.7, the Company shall be deemed to have elected to
borrow Revolving Loans from the Lenders, as of the date of the advance giving
rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of
the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of
the date of

                                       49

<PAGE>

the payment giving rise to such Reimbursement Obligation, automatically, without
notice and without any requirement to satisfy the conditions precedent otherwise
applicable to an Advance of Revolving Loans. Such Revolving Loans shall
constitute a Floating Rate Advance, the proceeds of which Advance shall be used
to repay such Reimbursement Obligation. If, for any reason, the Company fails to
repay a Reimbursement Obligation on the day such Reimbursement Obligation arises
and, for any reason, the Lenders are unable to make or have no obligation to
make Revolving Loans, then such Reimbursement Obligation shall bear interest
from and after such day, until paid in full, at the interest rate applicable to
a Floating Rate Advance plus two percent (2%) per annum.

         3.8. Letter of Credit Fees. The Company agrees to pay:

         (A) quarterly on each Payment Date, in arrears, to the Administrative
Agent for the ratable benefit of the Lenders a letter of credit fee at a rate
per annum equal to the Applicable L/C Fee Percentage on the average daily
outstanding Dollar Amount available for drawing under each standby Letter of
Credit;

         (B) quarterly on each Payment Date, in arrears, to the Issuing Bank, a
letter of credit fronting fee equal to 0.125% per annum on the average daily
outstanding Dollar Amount available for drawing under each standby Letter of
Credit issued by the Issuing Bank; and

         (C) to the Issuing Bank, all customary fees and other issuance,
amendment, cancellation, document examination, negotiation, transfer and
presentment expenses and related charges in connection with the issuance,
amendment, cancellation, presentation of L/C Drafts, negotiation, transfer and
the like customarily charged by the Issuing Bank with respect to standby or
commercial Letters of Credit, as applicable, payable at the time of invoice of
such amounts.

         3.9. Issuing Bank Reporting Requirements. In addition to the notices
required by Section 3.5(B), the Issuing Bank shall provide to the Administrative
Agent, upon the Administrative Agent's request, schedules, in form and substance
reasonably satisfactory to the Administrative Agent, showing the date of issue,
account party, Agreed Currency and amount in such Agreed Currency, expiration
date and the reference number of each Letter of Credit outstanding at any time
during such month and the aggregate amount payable by the Company during such
month. In addition, upon the request of the Administrative Agent, the Issuing
Bank shall furnish to the Administrative Agent copies of any Letter of Credit
and any application for or reimbursement agreement with respect to a Letter of
Credit to which the Issuing Bank is party and such other documentation as may
reasonably be requested by the Administrative Agent. Upon the request of any
Lender, the Administrative Agent will provide to such Lender information
concerning such Letters of Credit.

         3.10. Indemnification; Exoneration.

         (A) In addition to amounts payable as elsewhere provided in this
Article III, the Company hereby agrees to protect, indemnify, pay and save
harmless the Administrative Agent, the Issuing Bank and each Lender from and
against any and all liabilities and costs which the Administrative Agent, the
Issuing Bank or such Lender may incur or be subject to as a consequence, direct
or indirect, of (i) the issuance of any Letter of Credit other than, in the case

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<PAGE>

of the Issuing Bank, to the extent resulting from its gross negligence or
willful misconduct, or (ii) the failure of the Issuing Bank to honor a drawing
under a Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Governmental Authority
(all such acts or omissions herein called "GOVERNMENTAL ACTS").

         (B) As among the Company, the Lenders, the Administrative Agent and the
Issuing Bank, the Company assumes all risks of the acts and omissions of, or
misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In
furtherance and not in limitation of the foregoing, subject to the provisions of
the Letter of Credit applications and Letter of Credit reimbursement agreements
executed by the Company at the time of request for any Letter of Credit, neither
the Administrative Agent, the Issuing Bank nor any Lender shall be responsible
(in the absence of gross negligence or willful misconduct in connection
therewith): (i) for 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 a Letter of Credit, even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent
or forged; (ii) for the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign a 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) for failure of the
beneficiary of a Letter of Credit to comply duly with conditions required in
order to draw upon such Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, facsimile, electronic transmission or otherwise; (v)
for errors in interpretation of technical trade terms; (vi) for any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Bank and
the Lenders, including, without limitation, any Governmental Acts. None of the
above shall affect, impair, or prevent the vesting of the Issuing Bank's rights
or powers under this Section 3.10.

         (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by Issuing Bank
under or in connection with the Letters of Credit or any related certificates
shall not, in the absence of gross negligence or willful misconduct, put the
Issuing Bank, the Administrative Agent or any Lender under any resulting
liability to the Company or relieve the Company of any of its obligations
hereunder to any such Person.

         (D) Without prejudice to the survival of any other agreement of the
Company hereunder, the agreements and obligations of the Company contained in
this Section 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

         3.11. Cash Collateral. Notwithstanding anything to the contrary herein
or in any application for a Letter of Credit, following the occurrence and
during the continuance of a Default or upon payout or termination of this
Agreement in full in cash, the Company shall, on the Business Day that it
receives Administrative Agent's demand, deliver to the Administrative Agent for
the benefit of the Lenders and the Issuing Bank, cash (in Dollars), or other
collateral of

                                       51

<PAGE>

a type satisfactory to the Required Lenders, having a value, as determined by
such Lenders, equal to one hundred five percent (105%) of the aggregate Dollar
Amount of the outstanding L/C Obligations. In addition, if the Revolving Credit
Availability is at any time less than the Dollar Amount of all contingent L/C
Obligations outstanding at any time, the Borrowers shall deposit cash collateral
with the Administrative Agent in a Dollar Amount equal to one hundred five
percent (105%) of the Dollar Amount by which such L/C Obligations exceed such
Revolving Credit Availability. Any such collateral shall be held by the
Administrative Agent in a separate interest bearing account in the name of the
Company appropriately designated as a cash collateral account in relation to
this Agreement and the Letters of Credit and retained by the Administrative
Agent for the benefit of the Lenders and the Issuing Bank as collateral security
for the Company's obligations in respect of this Agreement and each of the
Letters of Credit. Such amounts shall be applied to reimburse the Issuing Bank
for drawings or payments under or pursuant to Letters of Credit, or if no such
reimbursement is required, to payment of such of the other Obligations as the
Administrative Agent shall determine. If no Default shall be continuing, amounts
remaining in any cash collateral account established pursuant to this Section
3.11 which are not to be applied to reimburse the Issuing Bank for amounts
actually paid or to be paid by the Issuing Bank in respect of a Letter of
Credit, shall be returned to the Company within one (1) Business Day (after
deduction of the Administrative Agent's expenses incurred in connection with
such cash collateral account).

                      ARTICLE IV: CHANGE IN CIRCUMSTANCES

         4.1. Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date the relevant Lender became a
party to this Agreement and having general applicability to all banks within the
jurisdiction in which such Lender operates (excluding, for the avoidance of
doubt, the effect of and phasing in of capital requirements or other regulations
or guidelines passed prior to the date of this Agreement), or any interpretation
or application thereof by any Governmental Authority charged with the
interpretation or application thereof, or the compliance of any Lender
therewith,

                  (A) subjects any Lender or any applicable Lending Installation
         to any tax, duty, charge or withholding on or from payments due from
         the Company (excluding taxation of the overall net income of any Lender
         or taxation of a similar basis, which are governed by Section 2.14(E),
         and excluding any other taxes for which such Lender has been reimbursed
         by the Borrowers), or changes the basis of taxation of payments to any
         Lender in respect of its Revolving Loan Commitment, Loans, its L/C
         Interests, the Letters of Credit or other amounts due it hereunder, or

                  (B) imposes or increases or deems applicable any reserve,
         assessment, insurance charge, special deposit or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended by, any Lender or any applicable Lending Installation (other
         than reserves and assessments taken into account in determining the
         interest rate applicable to Eurocurrency Rate Loans) with respect to
         its Revolving Loan Commitment, Loans, L/C Interests or the Letters of
         Credit, or

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                  (C) imposes any other condition the result of which is to
         increase the cost to any Lender or any applicable Lending Installation
         of making, funding or maintaining its Revolving Loan Commitment, the
         Loans, the L/C Interests or the Letters of Credit or reduces any amount
         receivable by any Lender or any applicable Lending Installation in
         connection with Loans or Letters of Credit, or requires any Lender or
         any applicable Lending Installation to make any payment calculated by
         reference to the amount of its Revolving Loan Commitment, Loans or the
         L/C Interests held or interest received by it or by reference to the
         Letters of Credit, by an amount deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C
Interests or Letters of Credit, or to reduce any amount received under this
Agreement, then, within fifteen (15) days after receipt by the Company of
written demand by such Lender pursuant to Section 4.5, the Company shall pay
such Lender that portion of such increased expense incurred or reduction in an
amount received which such Lender determines is attributable to making, funding
and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving
Loan Commitment; provided, however, that the Company shall not be required to
pay any additional amounts pursuant to this Section 4.1 incurred more than
ninety (90) days prior to the date of the relevant Lender's demand therefor.

         4.2. Changes in Capital Adequacy Regulations. If a Lender determines
(i) the amount of capital required to be maintained by such Lender, any Lending
Installation of such Lender or any corporation controlling such Lender is
increased as a result of a "Change" (as defined below), and (ii) such increase
in capital will result in an increase in the cost to such Lender of maintaining
its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or
its obligation to make Loans hereunder, then, within fifteen (15) days after
receipt by the Company of written demand by such Lender pursuant to Section 4.5,
the Company shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender determines is attributable to this Agreement, its Loans, its L/C
Interests, the Letters of Credit or its obligation to make Loans hereunder
(after taking into account such Lender's policies as to capital adequacy);
provided, however, that the Company shall not be required to pay any additional
amounts pursuant to this Section 4.2 incurred more than ninety (90) days prior
to the date of the relevant Lender's demand therefor. "CHANGE" means (i) any
change after the date the relevant Lender became a party to this Agreement in
the "Risk-Based Capital Guidelines" (as defined below) excluding, for the
avoidance of doubt, the effect of any phasing in of such Risk-Based Capital
Guidelines or any other capital requirements passed prior to the date hereof or
(ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date the relevant
Lender became a party to this Agreement and having general applicability to all
banks and financial institutions within the jurisdiction in which such Lender
operates which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based
capital guidelines in effect in the United States on the date the relevant
Lender became a party to this Agreement, including transition rules, and (ii)
the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital

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<PAGE>

Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date the relevant Lender
became a party to this Agreement.

         4.3. Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Eurocurrency Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law or (ii) the Required Lenders determine
that (x) deposits of a type, currency or maturity appropriate to match fund
Eurocurrency Rate Loans are not available or (y) the interest rate applicable to
Eurocurrency Rate Loans does not accurately reflect the cost of making or
maintaining such an Advance, then the Administrative Agent shall suspend the
availability of the affected Type of Advance and, in the case of any occurrence
set forth in clause (i), require any Advances of the affected Type to be repaid
or converted into another Type.

         4.4. Funding Indemnification. If any payment of principal on a
Eurocurrency Rate Loan occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration, prepayment, or
otherwise, or a Eurocurrency Rate Loan is not made or continued, or a Floating
Rate Advance is not converted into a Eurocurrency Rate Advance, in any such
case, on the date specified by any Borrower for any reason other than default by
the Lenders, or a Eurocurrency Rate Advance is not prepaid on the date specified
by the Company or any other Borrower for any reason, the Borrowers shall
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain the Eurocurrency Rate Loan.

         4.5. Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurocurrency Rate Loans to reduce any liability of the Borrowers to such
Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under Section 4.3, so long as such designation is not materially
disadvantageous, in the judgment of the Lender, to such Lender. Any demand for
compensation pursuant to Section 2.14(E) or this Article IV shall be in writing
and shall state the amount due, if any, under Section 2.14(E), 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on the
Borrowers in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Eurocurrency Rate Loan shall be
calculated as though each Lender funded its Eurocurrency Rate Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurocurrency Rate applicable to
such Loan, whether in fact that is the case or not. The obligations of the
Borrowers under Sections 2.14(E), 4.1, 4.2 or 4.4 shall survive payment of the
Obligations and termination of this Agreement.

                        ARTICLE V: CONDITIONS PRECEDENT

         5.1. Conditions to Closing. This Agreement shall not become effective
(and the Lenders shall not be required to make the initial Loans or issue any
Letters of Credit) unless the Closing Date has occurred on or prior to July 31,
2003 and the Company has furnished to the Administrative Agent each of the
following, with sufficient copies for the Lenders, all in form and substance
satisfactory to the Administrative Agent and the Lenders:

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<PAGE>

                  (1) Copies of the Certificate of Incorporation (or other
         comparable constituent document) of each Initial Loan Party together
         with all amendments and a certificate of good standing, both certified
         by the appropriate governmental officer in its jurisdiction of
         organization;

                  (2) Copies, certified by the Secretary or Assistant Secretary
         of each Initial Loan Party of its By-Laws (or other comparable
         governing document) and of its Board of Directors' resolutions (and
         required resolutions of other bodies) authorizing the execution of the
         Loan Documents;

                  (3) An incumbency certificate, executed by the Secretary or
         Assistant Secretary of each Initial Loan Party which shall identify by
         name and title and bear the signature of the officers of such Initial
         Loan Party authorized to sign the Loan Documents (and, in the case of
         the Company, to make borrowings hereunder), upon which certificate the
         Lenders shall be entitled to rely until informed of any change in
         writing by the applicable Loan Party;

                  (4) A certificate, in form and substance satisfactory to the
         Administrative Agent, signed by the chief financial officer or
         treasurer of the Company, stating that on the Closing Date (both before
         and after giving effect to the Loans made and/or Letters of Credit
         issued thereon) all the representations in this Agreement are true and
         correct in all material respects (unless such representation and
         warranty is made as of a specific date, in which case, such
         representation and warranty shall be true and correct in all material
         respects as of such date) and no Default or Unmatured Default has
         occurred and is continuing;

                  (5) An opening compliance certificate, substantially in the
         form of Exhibit H attached hereto and made a part hereof, signed by the
         Company's chief financial officer or treasurer, but solely
         demonstrating compliance with the provisions of Section 7.4 as of the
         end of the fiscal quarter ending May 30, 2003;

                  (6) Evidence satisfactory to the Administrative Agent that the
         Prior Credit Agreement has terminated and that all obligations,
         indebtedness and liabilities outstanding under the Prior Credit
         Agreement have been repaid in full and all liens (if any) granted
         thereunder shall have been released, or the Company has arranged for
         such termination, repayment and release from the proceeds of the
         initial Loans hereunder (in either case, as documented in a payoff
         letter in form and substance reasonably satisfactory to the
         Administrative Agent);

                  (7) Written money transfer instructions reasonably requested
         by the Administrative Agent, addressed to the Administrative Agent and
         signed by an Authorized Officer;

                  (8) Evidence satisfactory to the Administrative Agent that the
         Company has paid to the Administrative Agent, the Syndication Agent and
         the Arrangers the fees agreed to in each of the fee letters described
         in Section 2.14(C)(iii);

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<PAGE>

                  (9) The written opinions of the Company's and the Subsidiary
         Guarantors' U.S. counsel in the forms of the opinions attached hereto
         as Exhibit E, addressed to the Administrative Agent and the Lenders, in
         form and substance acceptable to the Administrative Agent and its
         counsel;

                  (10) The written opinion of French counsel to Steelcase SAS,
         addressed to the Administrative Agent and the Lenders, in form and
         substance acceptable to the Administrative Agent and its counsel;

                  (11) A certificate, in form and substance satisfactory to the
         Administrative Agent, signed by the chief financial officer or
         treasurer of the Company, demonstrating that on the Closing Date, (i)
         the total assets of all Non-Obligor Subsidiaries do not exceed
         twenty-five percent (25%) of the Company's Consolidated Assets,
         determined as of the end of the Company's most recently completed
         fiscal year, and (ii) the total sales of all Non-Obligor Subsidiaries
         do not exceed twenty-five percent (25%) of the Company's Consolidated
         Sales, determined as of the end of the Company's most recently
         completed fiscal year (it being understood and agreed, however, that,
         in making such determination, (a) twenty percent (20%) of the total
         assets and total sales of Steelcase SAS shall be deemed to constitute
         total assets and total sales of a Non-Obligor Subsidiary and (b) total
         assets and total sales of each Non-Obligor Subsidiary and Steelcase SAS
         shall be determined only by reference to the total assets and total
         sales of such Non-Obligor Subsidiary or Steelcase SAS (and not on a
         consolidated basis for such Non-Obligor Subsidiary or Steelcase SAS)
         and shall exclude all offsetting debits and credits between such
         Non-Obligor Subsidiary or Steelcase SAS and its respective consolidated
         Subsidiaries and all equity investments in such consolidated
         Subsidiaries);

                  (12) A certificate, in form and substance satisfactory to the
         Administrative Agent, signed by an Authorized Officer of the Company,
         (a) identifying and describing the ownership of the Subsidiaries of the
         Company as of the Closing Date and (b) identifying and attaching the
         Investment Policy of the Company as in effect on the Closing Date; and

                  (13) Such other documents as the Administrative Agent or any
         Lender or its counsel may have reasonably requested with at least two
         (2) Business Days' prior notice (unless the Company otherwise consents,
         such consent not to be unreasonably withheld or delayed), including,
         without limitation, the Guarantees and each other instrument, document
         or agreement reflected on the List of Closing Documents attached as
         Exhibit F to this Agreement.

Without in any way limiting the foregoing, this Agreement shall not become
effective unless and until it has been executed by the Company, the
Administrative Agent and the Lenders, and each such party has notified the
Administrative Agent by facsimile or electronic transmission that it has taken
such action.

         5.2. Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or issue any Letter of Credit, unless on the
applicable Borrowing Date, or in the case of a Letter of Credit, the date on
which the Letter of Credit is to be issued, both before and after giving effect
to such Advance or Letter of Credit:

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<PAGE>

         (A) There exists no Default or Unmatured Default;

         (B) The representations and warranties contained in Article VI are true
and correct in all material respects as of such Borrowing Date (unless such
representation and warranty is made as of a specific date, in which case, such
representation and warranty shall be true and correct in all material respects
as of such date; it being understood and agreed that the representations and
warranties set forth in Sections 6.5, 6.7 and 6.21 shall only be made as of the
Closing Date); and

         (C) The Dollar Amount of the Revolving Credit Obligations do not, and
after making such proposed Advance or issuing such Letter of Credit would not,
exceed the Aggregate Revolving Loan Commitment.

Each Borrowing/Election Notice with respect to each such Advance and the letter
of credit application with respect to each Letter of Credit shall constitute a
representation and warranty by the Company that the conditions contained in
Sections 5.2(A), (B) and (C) have been satisfied. Any Lender or the Issuing Bank
may require a duly completed officer's certificate in substantially the form of
Exhibit G hereto and/or a duly completed compliance certificate in substantially
the form of Exhibit H hereto as a condition to making an Advance or issuing a
Letter of Credit, as the case may be.

         5.3. Initial Advance to Each New Subsidiary Borrower. Without in any
way limiting the applicability of the foregoing Sections 5.1 and 5.2, the
Lenders shall not be required to make any Advance hereunder, or issue any Letter
of Credit, in each case, to or with respect to any Subsidiary Borrower unless
the Company or such Subsidiary Borrower has furnished or caused to be furnished
to the Administrative Agent with sufficient copies for the Lenders:

                  (i)      The Assumption Letter executed and delivered by such
         Subsidiary Borrower and containing the written consent of the Company
         thereon, as contemplated by Section 2.23;

                  (ii)     Copies of the Certificate of Incorporation (or other
         comparable constituent document) of such Subsidiary Borrower, together
         with all amendments and a certificate of good standing (or equivalent
         thereof, to the extent obtainable in any jurisdiction outside the
         United States), both certified by the appropriate governmental officer
         in its jurisdiction of organization;

                  (iii)    Copies, certified by the Secretary or Assistant
         Secretary of such Subsidiary Borrower, of its By-Laws (or other
         comparable governing document) and of its Board of Directors' (or
         comparable governing body's) resolutions (and required resolutions of
         other bodies) authorizing the execution of the Loan Documents to which
         it is a party;

                  (iv)     An incumbency certificate, executed by the Secretary
         or Assistant Secretary of such Subsidiary Borrower, which shall
         identify by name and title and bear the signature of the officers
         thereof authorized to sign the Loan Documents, upon which certificate
         the Lenders shall be entitled to rely until informed of any change in
         writing by the such Subsidiary Borrower;

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<PAGE>

                  (v)      An opinion of counsel to such Subsidiary Borrower
         with respect to the laws of its jurisdiction of organization, addressed
         to the Administrative Agent and the Lenders, substantially in the form
         attached as part of Exhibit E hereto but with such assumptions,
         qualifications and deviations therefrom as the Administrative Agent
         shall approve and otherwise in form and substance acceptable to the
         Administrative Agent and its counsel;

                  (vi)     Promissory notes payable to each of the Lenders
         requesting promissory notes pursuant to Section 2.12(D) hereof;

                  (vii)    In connection with the addition of a Foreign
         Subsidiary Borrower, an amendment to this Credit Agreement to the
         extent the Administrative Agent deems such amendment necessary or
         advisable;

                  (viii)   In connection with the addition of the first
         Subsidiary Borrower hereunder, the Company Guaranty executed and
         delivered by the Company, together with the written opinion of the
         Company's U.S. counsel relating to such Company Guaranty, addressed to
         the Administrative Agent and the Lenders, in form and substance
         acceptable to the Administrative Agent and its counsel; and

                  (ix)     Such other instruments, documents or agreements as
         the Administrative Agent may reasonably request in connection with the
         addition of such Subsidiary Borrower, all in form and substance
         reasonably satisfactory to the Administrative Agent.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

                  In order to induce the Administrative Agent and the Lenders to
enter into this Agreement and to make the Loans and the other financial
accommodations to the Company and to issue the Letters of Credit described
herein, the Company represents and warrants as follows with respect to itself
and, to the extent applicable, its Subsidiaries (and each Subsidiary Borrower
shall also be deemed to make each representation and warranty to the extent it
relates to such Subsidiary Borrower and, to the extent applicable, its
Subsidiaries) to each Lender and the Administrative Agent as of the Closing
Date, giving effect to the consummation of the transactions contemplated by the
Loan Documents on the Closing Date, and thereafter on each date as required by
Section 5.2 (it being understood and agreed that, notwithstanding anything to
the contrary contained in the Loan Documents, the representations and warranties
set forth in Sections 6.5, 6.7 and 6.21 shall only be made as of the Closing
Date):

         6.1. Organization; Corporate Powers. Each of the Company and its
Significant Subsidiaries (i) is a corporation, partnership or limited liability
company (or other analogous foreign business entity) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization (or has analogous status to "good standing" in the case of any
jurisdiction outside the United States), (ii) is duly qualified to do business
as a foreign entity and is in good standing under the laws of each jurisdiction
in which failure to be so qualified and in good standing could reasonably be
expected to have a Material Adverse Effect and (iii) has all requisite power and
authority to own and operate its property and to conduct its business as

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<PAGE>

presently conducted and as proposed to be conducted, except where the failure to
have such power and authority could not reasonably be expected to have a
Material Adverse Effect.

         6.2. Authority; Validity; Enforceability.

         (A) Each of the Company and each of its Significant Subsidiaries has
the requisite power and authority to execute, deliver and perform each of the
Loan Documents which have been executed by it (if any) as required by this
Agreement and the other Loan Documents.

         (B) The execution, delivery, and performance, of each of the Loan
Documents which have been executed as required by this Agreement, the other Loan
Documents or otherwise to which the Company or any of its Significant
Subsidiaries is party, and the consummation of the transactions contemplated
thereby, have been duly authorized by all requisite corporate, partnership or
limited liability company acts (or analogous acts in the case of any Foreign
Subsidiary), including any required shareholder or partner approval, of the
Company or any such Significant Subsidiary, respectively.

         (C) Each of the Loan Documents to which the Company or any of its
Significant Subsidiaries is a party has been duly executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and general equitable principles).

         6.3. No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Company or any of its
Significant Subsidiaries, respectively, is a party do not and will not (i)
conflict with the certificate or articles of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization
or formation, by-laws, operating agreement or other management agreement (or any
other analogous constituent documents) of the Company or such Significant
Subsidiary, (ii) conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any Requirement of Law
(including, without limitation, any Environmental Property Transfer Act) or
Contractual Obligation of the Company or such Significant Subsidiary, or require
termination of any Contractual Obligation, except any such conflict, breach,
default or termination which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect, or (iii) result in or
require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Company or such Significant Subsidiary, other than
Liens permitted or created by the Loan Documents. The execution, delivery and
performance by the Company or any Significant Subsidiary of each of the Loan
Documents to which the Company or any such Significant Subsidiary, respectively,
is a party do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by any Governmental
Authority (including under any Environmental Property Transfer Act) or any other
third party except such registrations, consents, approvals, notices and other
actions which have been made, obtained or given, or which, if not made, obtained
or given, individually or in the aggregate could not reasonably be expected to
have a Material Adverse Effect.

         6.4. Financial Statements. The consolidated financial statements of the
Company and its Subsidiaries at and for the year ended February 28, 2003
heretofore delivered to the

                                       59

<PAGE>

Administrative Agent and the Lenders were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were
prepared and fairly present the consolidated financial condition and operation
of the Company and its Subsidiaries at February 28, 2003 and the consolidated
results of their operations for the period then ended.

         6.5. No Material Adverse Change. Since February 28, 2003, there has
occurred no change in the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise), performance or prospects of the
Company and its Subsidiaries, taken as a whole, or in the facts and information
regarding such entities as represented as of the relevant date of determination
or any other event which has had or could reasonably be expected to have a
Material Adverse Effect. The parties hereto acknowledge and agree that the loss
disclosed by the Company in its 10-Q for the fiscal quarter ended May 30, 2003
does not constitute such a change.

         6.6. Taxes. Each of the Company and its Significant Subsidiaries has
filed or caused to be filed all federal, state, local or other (including
foreign) tax returns which are required to be filed by it and, except for taxes
and assessments being contested in good faith and reserved for in accordance
with generally accepted accounting principles as in effect from time to time,
have paid or caused to be paid all taxes as shown on said returns or any
assessment received by it, to the extent that such taxes have become due, except
where the failure to file such tax returns or pay such taxes or assessments
could not reasonably be expected to have a Material Adverse Effect. The Company
has no knowledge of any proposed tax assessment against the Company or any of
its Significant Subsidiaries that has had or could reasonably be expected to
have a Material Adverse Effect.

         6.7. Litigation; Loss Contingencies.

         (A) There is no action, suit, proceeding or arbitration before or by
any Governmental Authority or private arbitrator pending or, to the Company's
knowledge, threatened against the Company, any of its Significant Subsidiaries
or any property of any of them which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

         (B) Neither the Company nor any of its Significant Subsidiaries has any
contingent obligations other than contingent obligations which, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

         6.8. Subsidiaries. The officer's certificate delivered to the
Administrative Agent pursuant to Section 5.1(12) of this Agreement (as updated
from time to time by the Company at the reasonable request of the Administrative
Agent after the formation, acquisition or dissolution of any Subsidiary)
identifies, and describes the ownership of, the Subsidiaries of the Company. The
outstanding Capital Stock of each of the Company's Significant Subsidiaries is
duly authorized, validly issued, fully paid and nonassessable, except to the
extent that the failure to be duly authorized, validly issued, fully paid or
nonassessable could not reasonably be expected to have a Material Adverse
Effect.

         6.9. ERISA. No Benefit Plan has incurred any material accumulated
funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the
Code) whether or not waived.

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<PAGE>

Neither the Company nor any member of the Controlled Group has incurred any
material liability to the PBGC which remains outstanding other than for the
payment of premiums. As of the last day of the most recent prior plan year, the
market value of assets under each Benefit Plan, other than any Multiemployer
Plan, was not by a material amount less than the present value of benefit
liabilities thereunder (determined in accordance with the actuarial valuation
assumptions described therein). Neither the Company nor any member of the
Controlled Group has (i) failed to make a required contribution or payment to a
Multiemployer Plan of a material amount or (ii) incurred a material complete or
partial withdrawal under Section 4203 or Section 4205 of ERISA from a
Multiemployer Plan. Neither the Company nor any member of the Controlled Group
has failed to make an installment or any other payment, in either case, of a
material amount required under Section 412 of the Code on or before the due date
for such installment or other payment. There have been no and there is no
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code
with respect to any Plan for which a statutory or administrative exemption does
not exist and which could reasonably be expected to subject the Company or any
of its Significant Subsidiaries to material liability. Neither the Company nor
any member of the Controlled Group has taken or failed to take any action which
would constitute or result in a Termination Event which could reasonably be
expected to subject the Company or any of its Significant Subsidiaries to
material liability. Neither the Company nor any member of the Controlled Group
is subject to any material liability under, or has any potential material
liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA.

         For purposes of this Section 6.9, "material" means any amount,
noncompliance or other basis for liability which, individually or in the
aggregate with each other basis for liability under this Section 6.9, could
reasonably be expected to subject the Company or any of its Significant
Subsidiaries to liability at any time in excess of $30,000,000.

         6.10. Accuracy of Information. The information, exhibits and reports
(other than financial projections) furnished by the Company, or by the Company
on behalf of any of its Significant Subsidiaries, in writing to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents, the representations and warranties of the
Company and its Significant Subsidiaries contained in the Loan Documents, and
all certificates and documents delivered to the Administrative Agent and the
Lenders pursuant to the terms thereof, taken as a whole, do not contain as of
the date thereof any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading in any material respect. All financial projections, if any, that have
been prepared by the Company and made available to the Administrative Agent or
any Lender, have been prepared in good faith based upon assumptions the Company,
in its exercise of commercially reasonable judgment, believed to be reasonable
(it being understood that such projections are subject to significant
uncertainties and contingencies, many of which are beyond the Company's control,
and that no assurance can be given that the projections will be realized).

         6.11. Securities Activities. Neither the Company nor any of its
Significant Subsidiaries is engaged in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Margin
Stock, and Margin Stock constitutes less than 25% of the value of those assets
of the Company and its Subsidiaries which are subject to any limitation on sale,
pledge, or other restriction hereunder.

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         6.12. Material Agreements. Neither the Company nor any of its
Subsidiaries has received written notice that (i) it is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation to which it is a party or
(ii) any condition exists which, with the giving of notice or the lapse of time
or both, would constitute a default with respect to any such Contractual
Obligation, in the case of each of clauses (i) and (ii), which default or
condition has not been waived and has had, or if not remedied within any
applicable grace period could reasonably be likely to have, a Material Adverse
Effect.

         6.13. Compliance with Laws. The Company and its Significant
Subsidiaries are in compliance with all Requirements of Law applicable to them
and their respective businesses, except where the failure to so comply
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

         6.14. Assets and Properties. Each of the Company and its Significant
Subsidiaries has good title to all material real and personal properties owned
by it and a valid leasehold interest in all of its material leased assets.

         6.15. Statutory Indebtedness Restrictions. Neither the Company nor any
of its Significant Subsidiaries is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, or the Investment
Company Act of 1940, or any other foreign, federal, state or local statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

         6.16. Environmental Matters.

                  (i)      The operations of the Company and its Significant
         Subsidiaries comply in all material respects with Environmental, Health
         or Safety Requirements of Law.

                  (ii)     The Company and its Significant Subsidiaries have all
         material permits, licenses or other authorizations required under
         Environmental, Health or Safety Requirements of Law and are in material
         compliance with such permits.

                  (iii)    Neither the Company, any of its Significant
         Subsidiaries nor any of their respective currently owned or leased
         property or operations, or, to the Company's or any of its Significant
         Subsidiaries' knowledge, any of their respective formerly owned or
         leased property or operations, are subject to or the subject of, any
         pending or threatened investigation known to the Company or any of its
         Significant Subsidiaries, any pending or, to the Company's or any of
         its Significant Subsidiaries' knowledge, threatened judicial or
         administrative proceeding, order, judgment, decree, settlement or other
         agreement respecting: (A) any material violation of Environmental,
         Health or Safety Requirements of Law; (B) any material remedial action;
         or (C) any material claims or liabilities arising from the Release or
         threatened Release of a Contaminant into the environment.

                  (iv)     There is not now, nor to the Company's or any of its
         Significant Subsidiaries' knowledge has there ever been, on or in the
         property of the Company or any of its Significant Subsidiaries any
         material landfill, waste pile, underground storage

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         tanks, aboveground storage tanks, surface impoundment or hazardous
         waste storage facility, any material polychlorinated biphenyls (PCBs)
         used in hydraulic oils, electric transformers or other equipment, or
         any material asbestos containing material that is reasonably likely to
         give rise to any material claim or liability under any Environmental,
         Health or Safety Requirements of Law.

                  (v)      To the knowledge of the Company or any of its
         Significant Subsidiaries, neither the Company nor any of its
         Significant Subsidiaries has any material Contingent Obligation in
         connection with any Release or threatened Release of a Contaminant into
         the environment.

For purposes of this Section 6.16 "material" means any noncompliance or basis
for liability which, individually or in the aggregate, could reasonably be
likely to subject the Company or any of its Significant Subsidiaries to
liability at any time in excess of $30,000,000.

         6.17. Insurance. The Company maintains, and has caused each Significant
Subsidiary to maintain, with financially sound and reputable insurance
companies, insurance in such amounts, subject to deductibles and self-insurance
retentions, and covering such properties and risks, as is consistent with sound
business practices.

         6.18. Solvency. After giving effect to (i) the Loans to be made (or, if
applicable, Letters of Credit to be issued) on the Closing Date or such other
date as Loans requested hereunder are made (or Letters of Credit are issued),
(ii) the other transactions contemplated by this Agreement and the other Loan
Documents and (iii) the payment and accrual of all transaction costs with
respect to the foregoing, the Company is, and the Company and its Subsidiaries
taken as a whole are, Solvent.

         6.19. Benefits. Each of the Company and its Significant Subsidiaries
will benefit from the financing arrangement established by this Agreement. The
Administrative Agent and the Lenders have stated and the Company acknowledges
that, but for the agreement by each of the Subsidiary Guarantors to execute and
deliver the Subsidiary Guarantees, any Subsidiary Borrower to assume joint and
several liability for the Obligations to the extent provided in Section 1.4 or
any other Subsidiary to execute and deliver any Loan Document to which it is a
party, the Administrative Agent and the Lenders would not have made available
the credit facilities established hereby on the terms set forth herein.

         6.20. Reportable Transaction. The Company does not intend to treat the
Advances and related transactions as being a "reportable transaction" (within
the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof.

         6.21. Negative and Equal and Ratable Pledge Clauses. Schedule 6.21
identifies, as of the Closing Date, each agreement, note, indenture or other
instrument evidencing Indebtedness which prohibits the creation of a Lien on any
of properties or other assets of the Company or any of its Subsidiaries in favor
of the Administrative Agent for the benefit of itself and the Lenders, as
collateral for the Obligations, whether such prohibition is absolute or subject
to an equal and ratable sharing arrangement, other than any agreement, note,
indenture or other instrument

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evidencing a short-term, uncommitted, unsecured, overdraft facility for which
the aggregate principal amount available for drawing is less than $2,000,000 (or
equivalent thereof in any other currency) individually (not to exceed
$20,000,000 for all such agreements, notes, indentures or other instruments in
the aggregate) and with respect to which a Foreign Subsidiary of the Company is
the sole obligor.

         6.22. Additional Representations and Warranties of Foreign Subsidiary
Borrowers. In addition to the foregoing representations and warranties made by
the Company on behalf of the Foreign Subsidiary Borrowers, or deemed to be made
by the Foreign Subsidiary Borrowers, each Foreign Subsidiary Borrower further
represents and warrants to the Administrative Agent and the Lenders as follows,
except to the extent agreed by the Administrative Agent and the Lenders and set
forth in the relevant Assumption Letter:

         (A) Filing. To ensure the enforceability or admissibility in evidence
of this Agreement and each other Loan Document to which such Foreign Subsidiary
Borrower is a party in its jurisdiction of organization ("HOME COUNTRY"), it is
not necessary that this Agreement or any other Loan Document to which such
Foreign Subsidiary Borrower is a party or any other document be filed or
recorded with any court or other authority in its Home Country or that any stamp
or similar tax be paid in respect of this Agreement or any other Loan Document
of such Foreign Subsidiary Borrower. The qualification by any Lender or the
Administrative Agent for admission to do business under the laws of such Foreign
Subsidiary Borrower's Home Country does not constitute a condition to, and the
failure to so qualify does not affect, the exercise by any Lender or the
Administrative Agent of any right, privilege, or remedy afforded to any Lender
or the Administrative Agent in connection with the Loan Documents to which such
Foreign Subsidiary Borrower is a party or the enforcement of any such right,
privilege, or remedy against such Foreign Subsidiary Borrower. The performance
by any Lender or the Administrative Agent of any action required or permitted
under the Loan Documents will not in any manner that could reasonably be
expected to have a Material Adverse Effect: (i) violate any law or regulation of
such Foreign Subsidiary Borrower's Home Country or any political subdivision
thereof; (ii) result in any tax or other monetary liability to such party
pursuant to the laws of such Foreign Subsidiary Borrower's Home Country or
political subdivision or taxing authority thereof (provided, that, should any
such action result in any such tax or other monetary liability to the Lender or
the Administrative Agent, such Foreign Subsidiary Borrower hereby agrees to
indemnify such Lender or the Administrative Agent, as the case may be, against
(x) any such tax or other monetary liability and (y) any increase in any tax or
other monetary liability which results from such action by such Lender or the
Administrative Agent and, to the extent such Foreign Subsidiary Borrower makes
such indemnification, the incurrence of such liability by the Administrative
Agent or any Lender will not constitute a Default); or (iii) violate any rule or
regulation of any federation or organization or similar entity of which the such
Foreign Subsidiary Borrower's Home Country is a member.

         (B) No Immunity. Neither such Foreign Subsidiary Borrower nor any of
its assets is entitled to immunity from suit, execution, attachment or other
legal process in connection with the enforcement of, or any dispute arising in
connection with, any Loan Document to which it is a party. Such Foreign
Subsidiary Borrower's execution and delivery of the Loan Documents to which it
is a party constitute, and the exercise of its rights and performance of and
compliance

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with its obligations under such Loan Documents will constitute, private and
commercial acts done and performed for private and commercial purposes.

                             ARTICLE VII: COVENANTS

         The Company covenants and agrees on behalf of itself and, to the extent
applicable, its Subsidiaries (and each Subsidiary Borrower shall also be deemed
to so covenant and agree to the extent such covenant relates to such Subsidiary
Borrower and, to the extent applicable, its Subsidiaries) that so long as any
Revolving Loan Commitments are outstanding and thereafter until payment in full
of all of the Obligations (other than contingent indemnity obligations) and
termination of all Letters of Credit (or cash collateralization thereof in
accordance with Section 3.11), unless the Required Lenders shall otherwise give
prior written consent:

         7.1. Reporting. The Company shall (it being agreed that the Company may
furnish or deliver any of the reports or information set forth in this Section
7.1 (other than the certificates described in Section 7.1(A)(iii) or the written
statement of the chief financial officer or treasurer described in Section
7.1(D)(i)) in electronic form, including by the concurrent notification and
provision of a link to an Internet website on which such report or information
is posted):

         (A) Financial Reporting. Furnish to the Administrative Agent (with
sufficient copies for each of the Lenders, which copies shall be distributed to
the Lenders by the Administrative Agent):

                  (i)      Quarterly Reports. As soon as practicable, and in any
         event within fifty (50) days after the end of each of the Company's
         first three fiscal quarters, the consolidated balance sheet of the
         Company and its Subsidiaries (including, for this purpose, any
         consolidated Owned Dealer Affiliate) as at the end of such period and
         the related consolidated statements of income and cash flows of the
         Company and its Subsidiaries (including, for this purpose, any
         consolidated Owned Dealer Affiliate) for such fiscal quarter and for
         the period from the beginning of the then current fiscal year to the
         end of such fiscal quarter.

                  (ii)     Annual Reports. As soon as practicable, and in any
         event within ninety-five (95) days after the end of each fiscal year,
         (a) the consolidated balance sheet of the Company and its Subsidiaries
         (including, for this purpose, any consolidated Owned Dealer Affiliate)
         as at the end of such fiscal year and the related consolidated
         statements of income, stockholders' equity and cash flows of the
         Company and its Subsidiaries (including, for this purpose, any
         consolidated Owned Dealer Affiliate) for such fiscal year, and in
         comparative form the corresponding figures for the previous fiscal
         year, and (b) an audit report on the consolidated financial statements
         listed in clause (a) hereof of independent certified public accountants
         of recognized national standing, which audit report shall be
         unqualified and shall state that such financial statements fairly
         present, in all material respects, the consolidated financial position
         of the Company and its Subsidiaries (including, for this purpose, any
         consolidated Owned Dealer Affiliate) as at the dates indicated and the
         results of their operations and cash flows for the periods indicated in
         conformity with generally accepted accounting principles and that the

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<PAGE>

         examination by such accountants in connection with such consolidated
         financial statements has been made in accordance with generally
         accepted auditing standards.

                  (iii)    Officer's and Compliance Certificates. Together with
         each delivery of any financial statement pursuant to clauses (i) and
         (ii) of this Section 7.1(A), commencing with the first such delivery to
         occur after the Closing Date, (a) an Officer's Certificate of the
         Company, substantially in the form of Exhibit G attached hereto and
         made a part hereof, stating that (x) the representations and warranties
         of the Company contained in Article VI hereof are true and correct in
         all material respects as of the date of such Officer's Certificate
         (unless such representation or warranty relates to an earlier date, in
         which case, such representation and warranty shall be true in all
         material respects as of such date; it being understood and agreed that
         the representations and warranties set forth in Sections 6.5, 6.7 and
         6.21 shall only be made as of the Closing Date), (y) as of the date of
         such Officer's Certificate no Default or Unmatured Default exists, or
         if any Default or Unmatured Default exists, stating the nature and
         status thereof and (z) the Company, the Company's chief executive
         officer, and the Company's chief financial officer are in compliance
         with all requirements of Section 302 and Section 906 of the
         Sarbanes-Oxley Act of 2002 and all rules and regulations related
         thereto (or such other officers as may be required from time to time
         thereunder), and (b) a compliance certificate, substantially in the
         form of Exhibit H attached hereto and made a part hereof, signed by the
         Company's chief financial officer or treasurer, demonstrating
         compliance with the provisions of Sections 7.2(I) and 7.4 and
         identifying the Material Subsidiaries of the Company at such time, all
         in accordance with Agreement Accounting Principles, and, in the case of
         any compliance certificate delivered with the quarterly financial
         statements required by Section 7.1(A)(i) above, certifying that such
         financial statements fairly present, in all material respects, the
         consolidated financial position of the Company and its Subsidiaries
         (including, for this purpose, any consolidated Owned Dealer Affiliate)
         as at the dates indicated and the results of their operations and cash
         flows for the periods indicated in accordance with generally accepted
         accounting principles as in effect at such time, subject to normal
         year-end audit adjustments and the absence of footnotes.

         (B) Notice of Default. Promptly upon an Authorized Officer of the
Company obtaining knowledge (i) of any condition or event which constitutes a
Default or Unmatured Default, or becoming aware that any Lender or
Administrative Agent has given any written notice to the Company with respect to
a claimed Default or Unmatured Default under this Agreement, or (ii) that any
Person has given any written notice to the Company or any Subsidiary or taken
any other action with respect to a claimed default or event or condition of the
type referred to in Section 8.1(E), the Company shall deliver to the
Administrative Agent and the Lenders an Officer's Certificate specifying (a) the
nature and period of existence of any such claimed default, Default, Unmatured
Default, condition or event, (b) the notice given or action taken by such Person
in connection therewith and (c) what action the Company has taken, is taking and
proposes to take with respect thereto.

         (C) Lawsuits. (i) Promptly upon an Authorized Officer of the Company
obtaining knowledge of the institution of, or written threat of, any action,
suit, proceeding or arbitration, by or before any Governmental Authority,
against or affecting the Company or any of its Significant Subsidiaries or any
property of the Company or any of its Significant Subsidiaries not previously

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disclosed pursuant to Section 6.7, which action, suit, proceeding or arbitration
(or in the case of multiple actions, suits, proceedings or arbitrations arising
out of the same general allegations or circumstances, which actions, suits
proceedings or arbitrations), if adversely determined, could reasonably be
expected to expose the Company or any of its Significant Subsidiaries to
liability in an amount aggregating $30,000,000 or more (exclusive of claims
covered by insurance policies of the Company or any of its Significant
Subsidiaries unless the insurers of such claims have disclaimed coverage or
reserved the right to disclaim coverage on such claims and exclusive of claims
covered by the indemnity of a financially responsible indemnitor in favor of the
Company or any of its Significant Subsidiaries unless the indemnitor has
disclaimed or reserved the right to disclaim coverage thereof), give written
notice thereof to the Administrative Agent and the Lenders and provide such
other information as may be reasonably available to enable each Lender to
evaluate such matters; and (ii) in addition to the requirements set forth in
clause (i) of this Section 7.1(C), upon request of the Administrative Agent or
the Required Lenders, promptly give written notice of the status of any action,
suit, proceeding or arbitration covered by a report delivered pursuant to clause
(i) above and provide such other information as may be reasonably available to
it that would not jeopardize any attorney-client privilege by disclosure to the
Lenders to enable each Lender and the Administrative Agent and its counsel to
evaluate such matters.

         (D) ERISA Notices. Deliver or cause to be delivered to the
Administrative Agent, at the Company's expense, the following information and
notices as soon as reasonably possible and in any event:

                  (i)      within ten (10) Business Days after any Authorized
         Officer of the Company knows or should have known that a Termination
         Event has occurred which, individually or in the aggregate, could
         reasonably be expected to subject the Company or any of its Significant
         Subsidiaries to liability in excess of $15,000,000, a written statement
         of the chief financial officer or treasurer of the Company describing
         such Termination Event and the action, if any, which the member of the
         Controlled Group has taken, is taking or proposes to take with respect
         thereto, and when known, any action taken or threatened by the IRS, DOL
         or PBGC with respect thereto;

                  (ii)     within ten (10) Business Days after an Authorized
         Officer of the Company knows or should have known of the filing of any
         funding waiver request with the IRS, a copy of such funding waiver
         request and thereafter all communications received by the Company or a
         member of the Controlled Group with respect to such request within ten
         (10) Business Days such communication is received;

                  (iii)    within ten (10) Business Days after an Authorized
         Officer of the Company knows or should have known that (a) a
         Multiemployer Plan has been terminated, (b) the administrator or plan
         sponsor of a Multiemployer Plan intends to terminate a Multiemployer
         Plan, or (c) the PBGC has instituted or will institute proceedings
         under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice
         describing such matter, in each case, if such termination could
         reasonably be expected, individually or in the aggregate, to subject
         the Company or any of its Significant Subsidiaries to liability in
         excess of $15,000,000; and

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<PAGE>

                  (iv)     within ten (10) Business Days after any Authorized
         Officer of the Company knows or should have known that the Company or
         any member of the Controlled Group has failed to make a required
         installment or any other required payment to a Benefit Plan which could
         result in the imposition of a lien in excess of $15,000,000 under
         Section 412(n) of the Code, a notice thereof.

         (E) Labor Matters. Notify the Administrative Agent in writing, within
ten (10) Business Days of any Authorized Officer of the Company learning of (i)
any labor dispute to which the Company or any of its Subsidiaries may become a
party, including, without limitation, any strikes, lockouts or other disputes
relating to such Persons' plants and other facilities, which dispute could
reasonably be expected to have a Material Adverse Effect and (ii) any Worker
Adjustment and Retraining Notification Act liability incurred with respect to
the closing of any plant or other facility of the Company or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect.

         (F) Other Reports. Deliver or cause to be delivered to the
Administrative Agent and the Lenders copies of (i) all financial statements,
reports and notices, if any, sent by the Company to its securities holders or
filed with the Commission by the Company, and (ii) all notifications received
from the Commission by the Company or its Subsidiaries pursuant to the
Securities Exchange Act and the rules promulgated thereunder. The Company shall
include the Administrative Agent and the Lenders on its standard distribution
lists for all press releases made available generally by the Company to the
public concerning material developments in the business of the Company and its
Subsidiaries, taken as a whole.

         (G) Environmental Notices. As soon as possible and in any event within
thirty (30) days after receipt by the Company or any of its Significant
Subsidiaries, deliver to the Administrative Agent a copy of (i) any written
notice or claim to the effect that the Company or any of its Significant
Subsidiaries is or may be liable to any Person as a result of the Release by the
Company, any of its Significant Subsidiaries, or any other Person of any
Contaminant into the environment, and (ii) any written notice alleging any
violation of any Environmental, Health or Safety Requirements of Law by the
Company or any of its Significant Subsidiaries if, in either case, such notice
or claim relates to an event which could reasonably be expected to subject the
Company or any of its Significant Subsidiaries to liability individually or in
the aggregate in excess of $15,000,000.

         (H) Change in Moody's Rating or S&P Rating. As soon as possible upon
the occurrence thereof and in any event within five (5) days after an Authorized
Officer of the Company obtains knowledge thereof, deliver to the Administrative
Agent notice of any change in the Company's Moody's Rating or S&P Rating (it
being understood and agreed that this notice provision shall in no event change
the date on which the pricing level associated with such Moody's Rating or S&P
Rating shall be adjusted in accordance with the terms of the Pricing Schedule).

         (I) Other Information. Promptly upon receiving a request therefor from
the Administrative Agent or any Lender, prepare and deliver to the
Administrative Agent and the Lenders such other information with respect to the
Company or any of its Subsidiaries, as from time to time may be reasonably
requested by the Administrative Agent or any Lender.

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         7.2. Affirmative Covenants.

         (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(G), the Company shall, and shall cause each of its Significant Subsidiaries
to, at all times maintain its valid existence and (to the extent such concept
applies to such entity) good standing status as a corporation, partnership,
limited liability company or analogous foreign entity in its jurisdiction of
incorporation or organization, as the case may be, and preserve and keep, or
cause to be preserved and kept, in full force and effect its rights and
franchises material to its businesses.

         (B) Corporate Powers; Conduct of Business. The Company shall, and shall
cause each of its Significant Subsidiaries to, qualify and remain qualified to
do business in each jurisdiction in which the nature of its business requires it
to be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect.

         (C) Compliance with Laws, Etc. The Company shall, and shall cause its
Significant Subsidiaries to, (a) comply with all Requirements of Law (including,
without limitation, Section 302 and Section 906 of the Sarbanes-Oxley Act of
2002 and any Environmental, Health or Safety Requirements of Law) affecting such
Person or the business, properties, assets or operations of such Person and (b)
obtain as needed all permits necessary for its operations and maintain such
permits in good standing, unless failure to comply with such Requirements of Law
or to obtain or maintain such permits could not reasonably be expected to have a
Material Adverse Effect.

         (D) Payment of Taxes and Claims; Tax Consolidation. The Company shall
pay, and cause each of its Significant Subsidiaries to pay, all material taxes,
assessments and other governmental charges imposed upon it or on any of its
properties or assets or in respect of any of its franchises, business, income or
property before any penalty accrues thereon; provided, however, that no such
taxes, assessments and governmental charges need be paid if being contested in
good faith by appropriate proceedings diligently instituted and conducted and if
such reserve or other appropriate provision, if any, as shall be required in
conformity with generally accepted accounting principles as in effect from time
to time shall have been made therefor or if the failure to pay such taxes,
assessments and governmental charges could not reasonably be expected to have a
Material Adverse Effect.

         (E) Insurance. The Company shall maintain for itself and its
Significant Subsidiaries, or shall cause each of its Significant Subsidiaries to
maintain in full force and effect, insurance in such amounts, subject to
deductibles and self-insurance retentions, and covering such properties and
risks, as is consistent with sound business practices.

         (F) Inspection of Property; Books and Records; Discussions. The Company
shall permit and cause each of the Company's Significant Subsidiaries to permit,
any authorized representative(s) designated by the Administrative Agent or any
Lender to visit and inspect any of the properties of the Company or any of its
Significant Subsidiaries, to examine, audit, check and make copies of their
respective financial and accounting records, books, journals, orders, receipts
and any correspondence and other data relating to their respective businesses or
the transactions contemplated hereby (including, without limitation, in
connection with environmental compliance, hazard or liability), and to discuss
their affairs, finances and accounts

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with their officers, all upon reasonable notice and at such reasonable times
during normal business hours and at the sole expense of the inspecting
Administrative Agent or Lender, as the case may be; provided, that for so long
as no Default has occurred and is continuing, the Administrative Agent and each
Lender shall only be entitled to one such inspection and visitation by its
respective financial institution in any consecutive twelve-month period (it
being understood and agreed that after the occurrence and during the continuance
of a Default the number of such inspections shall not be limited and any such
inspection shall be at the sole expense of the Company). The Company shall keep
and maintain, in all material respects, proper books of record and account on a
consolidated basis in which entries in conformity with generally accepted
accounting principles shall be made of all dealings and transactions in relation
to their respective businesses and activities and, if different, documentation
to support adjustments to conform to Agreement Accounting Principles.

         (G) Maintenance of Property. The Company shall cause all material
property used in the conduct of its business to be maintained and kept in
adequate condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly conducted at all times, except to the extent that the
failure to so maintain such property or make such repairs, renewals,
replacements, betterments or improvements could not reasonably be expected to
have a Material Adverse Effect; provided, however, that, subject to the other
terms of this Agreement, nothing in this Section 7.2(G) shall prevent the
Company from discontinuing the operation or maintenance of any of such property
if such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business.

         (H) Use of Proceeds. The Company shall use the proceeds of the
Revolving Loans for general corporate purposes of the Company and its
Subsidiaries (including, without limitation, to consummate Permitted
Acquisitions).

         (I) Guaranty and Pledge Documentation from Subsidiaries.

                  (i)      Material Domestic Subsidiaries and Certain Material
         Foreign Subsidiaries. In addition to executing and delivering the
         Company Guaranty as and when required by Section 5.3 and causing each
         Material Domestic Subsidiary as of the Closing Date and Steelcase SAS
         to execute and deliver a Subsidiary Guaranty on the Closing Date as
         required by Section 5.1, the Company will (a) cause each Subsidiary
         that becomes a Material Domestic Subsidiary or a Material Foreign
         Subsidiary that is a Special Foreign Subsidiary after the Closing Date
         (whether by virtue of the consummation of a Permitted Acquisition, a
         sale, lease, conveyance, disposition or other transfer of any assets,
         contributions to capital, additional Investments in such Subsidiary,
         any corporate reorganization or otherwise), to execute and deliver to
         the Administrative Agent, as promptly as possible but in any event
         within sixty (60) days after becoming a Material Domestic Subsidiary or
         a Material Foreign Subsidiary an executed supplement to become a
         Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex
         I to Exhibit I attached hereto (whereupon such Subsidiary shall become
         a "Subsidiary Guarantor" under such Subsidiary Guaranty and this
         Agreement) or, in the case of a guaranty by any Special Foreign
         Subsidiary, such form of guaranty as may be enforceable under the laws

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         of its jurisdiction of organization in the determination of the
         Administrative Agent and its counsel, and (b) deliver and/or cause each
         such Subsidiary to deliver resolutions, officer's certificates,
         opinions of counsel and such other authorizing documentation as the
         Administrative Agent may reasonably request, all in form and substance
         reasonably satisfactory to the Administrative Agent.

                  (ii)     Other Subsidiaries. Without in any way limiting the
         immediately preceding clause (i), if at any time after the Closing Date
         a Non-Obligor Coverage Trigger Event occurs, the Company shall, to the
         extent necessary to cure the conditions giving rise to such Non-Obligor
         Coverage Trigger Event as promptly as possible but in any event within
         sixty (60) days following the occurrence thereof:

                           (a)      (1) cause, at the Company's option,
                  additional Domestic Subsidiaries or Special Foreign
                  Subsidiaries to execute and deliver to the Administrative
                  Agent an executed supplement to become a Subsidiary Guarantor
                  under the Subsidiary Guaranty in the form of Annex I to
                  Exhibit I attached hereto (whereupon such Subsidiary shall
                  become a "Subsidiary Guarantor" under such Subsidiary Guaranty
                  and this Agreement) or, in the case of a guaranty by any
                  Special Foreign Subsidiary, such form of guaranty as may be
                  enforceable under the laws of its jurisdiction of organization
                  in the determination of the Administrative Agent and its
                  counsel, and (2) deliver and/or cause each such Subsidiary to
                  deliver resolutions, officer's certificates, opinions of
                  counsel and such other authorizing documentation as the
                  Administrative Agent may reasonably request, all in form and
                  substance reasonably satisfactory to the Administrative Agent;
                  and/or

                           (b)      (1) execute and deliver or cause one or more
                  parent Domestic Subsidiaries or Special Foreign Subsidiaries
                  to execute and deliver to the Administrative Agent one or more
                  Pledge Agreements with respect to sixty-five percent (65%) of
                  the Capital Stock of one or more First-Tier Foreign
                  Subsidiaries, and (2) deliver and/or cause each such parent
                  Domestic Subsidiary or Special Foreign Subsidiary and such
                  pledged First-Tier Foreign Subsidiary, as appropriate, to
                  deliver resolutions, officer's certificates, opinions of
                  counsel, share certificates, transfer powers and such other
                  authorizing or perfection documentation as the Administrative
                  Agent may reasonably request, all in form and substance
                  reasonably satisfactory to the Administrative Agent.

         7.3. Negative Covenants.

         (A) Indebtedness of Non-Guarantor Subsidiaries. The Company shall not
permit any Non-Guarantor Subsidiary to directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness, except:

                  (i)      Permitted Existing Non-Guarantor Subsidiary
         Indebtedness and Permitted Refinancing Indebtedness with respect
         thereto;

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                  (ii)     Indebtedness arising from intercompany loans and
         advances; provided, that intercompany loans and advances from the
         Company or any Significant Subsidiary to any Non-Guarantor Subsidiary
         shall be subject to any limitations on Investments in such
         Non-Guarantor Subsidiaries set forth in Section 7.3(D);

                  (iii)    other Indebtedness in addition to that referred to
         elsewhere in this Section 7.3(A) incurred by the Non-Guarantor
         Subsidiaries in an aggregate outstanding principal amount not to exceed
         $50,000,000 at any time; provided, however, that the basket in this
         Section 7.3(A)(iii) shall not be used for additional Indebtedness of
         the type described in Section 7.3(A)(ii).

         (B) Asset Sales. Neither the Company nor any of its Subsidiaries shall
consummate any Asset Sale after the Closing Date (which, for purposes of
clarification, shall not include any sales of the type specifically excluded in
the definition of "Asset Sales") other than an Asset Sale which (i) when
combined with all such other Asset Sales (each such Asset Sale being valued at
fair market value) during the then current fiscal year, represents the
disposition of assets with an aggregate fair market value not greater than
fifteen percent (15%) of the aggregate book value of the Company's Consolidated
Assets as of the end of the fiscal year immediately preceding the Closing Date
and (ii) when combined with all such other Asset Sales (each such Asset Sale
being valued at book value) during the period from the Closing Date to the date
of such proposed transaction, represents the disposition of not greater than
twenty-five percent (25%) of the Company's Consolidated Assets as of the end of
the fiscal year immediately preceding the Closing Date.

         (C) Liens. Neither the Company nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of their respective property or assets except:

                  (i)      Liens created by the Loan Documents or otherwise
         securing the Obligations;

                  (ii)     Liens on assets of the Company and its Subsidiaries
         as of the Closing Date identified as such on Schedule 7.3(C)(ii) to
         this Agreement (including, without limitation, Liens relating to
         existing construction projects and improvements, and the interest of
         the lessor in two (2) aircraft that are leased to the Company, in each
         case, as more specifically described on Schedule 7.3(C)(ii);

                  (iii)    Customary Permitted Liens;

                  (iv)     purchase money Liens (including the interest of a
         lessor under a Capitalized Lease and Liens to which any property is
         subject at the time of the acquisition thereof) securing Indebtedness
         incurred by the Company or any of its Subsidiaries to finance the
         acquisition of (a) two (2) new aircraft (solely to the extent that any
         Liens identified on Schedule 7.3(C)(ii) with respect to such aircraft
         are not extended, renewed or replaced in accordance with clause (ix)
         below) and (b) other assets used in its business in an aggregate
         outstanding principal amount not to exceed $35,000,000 at any time;
         provided that, in the case of any Liens under this clause (iv), such
         Liens shall not

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         apply to any property of the Company or its Subsidiaries other than
         that purchased or financed or subject to such Capitalized Lease;

                  (v)      Liens securing Indebtedness of a Subsidiary of the
         Company owing to the Company; provided that in respect of a
         Non-Guarantor Subsidiary, such Indebtedness is permitted under Section
         7.3(A)(ii).

                  (vi)     Liens on Receivables and Related Security securing a
         Permitted Receivables Financing;

                  (vii)    Liens securing obligations of the Company or its
         Subsidiaries (whether such obligations are absolute or contingent and
         howsoever and whensoever created, arising, evidenced or acquired and
         including all renewals, extensions and modifications thereof and
         substitutions therefor) under any Hedging Arrangements permitted
         hereunder to the extent the collateral delivered for such obligations
         does not exceed $15,000,000 at any time;

                  (viii)   Liens existing on property or assets of a Person
         which becomes a Subsidiary of the Company after the Closing Date
         pursuant to a Permitted Acquisition; provided that (a) such Liens
         existed at the time such Person became a Subsidiary and were not
         created in anticipation of becoming a Subsidiary, (b) any such Lien
         does not encumber any property or assets other than property which is,
         or assets that are, encumbered at the time such Person becomes a
         Subsidiary (other than additions thereto and property or assets in
         replacement or substitution thereof) and (c) within ninety (90) days
         following such Permitted Acquisition, the Indebtedness secured by such
         Liens is either refinanced on an unsecured basis or otherwise repaid in
         full and such Liens are released and terminated;

                  (ix)     any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any Lien
         referred to in the foregoing clauses (i) through (viii) to the extent
         that the principal amount of the Indebtedness secured thereby does not
         exceed the principal amount of the Indebtedness secured by the original
         Lien and provided that such extension, renewal or replacement shall be
         limited to the property which was the subject of the original Lien or
         any similar property exchanged contemporaneously or, in the case of a
         like-kind exchange, within 180 days therefor; provided, however, that
         any extension, renewal or replacement of any Liens described in the
         immediately preceding clause (viii) shall continue to be subject to the
         limitations set forth therein as if such extended, renewed or replaced
         Liens arose on the date of the relevant Permitted Acquisition;

                  (x)      other Liens securing Indebtedness not to exceed
         $65,000,000 in the aggregate at any time.

In addition, neither the Company nor any of its Subsidiaries shall, after the
Closing Date, become a party to any agreement, note, indenture or other
instrument (including any agreement that replaces, refinances, amends or
otherwise modifies any agreement, note, indenture or other instrument identified
on Schedule 6.21 hereto), or take any other action, which would prohibit

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the creation of a Lien on any of its properties or other assets in favor of the
Administrative Agent for the benefit of itself and the Lenders, as collateral
for the Obligations provided, that:

         (a)      any agreement, note, indenture or other instrument in
                  connection with Indebtedness of the type described in Section
                  7.3(C)(iv) (including Capitalized Leases) for which the
                  related Liens are permitted hereunder may prohibit the
                  creation of a Lien in favor of the Administrative Agent for
                  the benefit of itself and the other Holders of Obligations on
                  the items of property purchased or financed or subject to such
                  Capital Lease;

         (b)      the documents evidencing a Permitted Receivables Financing may
                  prohibit the creation of a Lien in favor of the Administrative
                  Agent for the benefit of itself and the other Holders of
                  Obligations with respect to the Receivables and Related
                  Security of the Company and/or its Subsidiaries to the extent
                  transferred to an SPV or other Person in connection therewith
                  (other than with respect to the right, title and interest of
                  the Company and/or its Subsidiaries in and to (1) the equity
                  of such SPV or (2) any subordinated note owing from such SPV
                  to the Company evidencing a portion of the purchase price of
                  the Receivables and Related Security);

         (c)      any agreement, note, indenture or other instrument in
                  connection with Indebtedness of the type described in Section
                  7.3(C)(viii) may prohibit the creation of a Lien in favor of
                  the Administrative Agent for the benefit of itself and the
                  other Holders of Obligations for only so long as the related
                  Liens are permitted to remain outstanding pursuant to such
                  Section;

         (d)      the Senior Note Indenture may continue to prohibit the
                  creation of a Lien in favor of the Administrative Agent for
                  the benefit of itself and the Holders of Obligations on
                  certain fixed assets, equity interests and indebtedness of the
                  Company's "Restricted Subsidiaries" (as defined therein), but
                  solely to the extent so provided in such Senior Note Indenture
                  as in effect on the Closing Date, unless the holders of the
                  Senior Notes shall be provided with an equal and ratable Lien;
                  and

         (e)      any Equal and Ratable Debt (other than the Senior Notes) may
                  prohibit the creation of a Lien in favor of the Administrative
                  Agent for the benefit of itself and the Holders of Obligations
                  on assets of the Company and its Subsidiaries unless the
                  holders of such Equal and Ratable Debt shall be provided with
                  an equal and ratable Lien; provided, however, that the
                  aggregate outstanding principal amount of obligations under
                  any Equal and Ratable Debt created, incurred or assumed by the
                  Company or any Subsidiary (or with respect to which the
                  Company or any Subsidiary becomes directly or indirectly
                  liable) after the Closing Date shall be added to the
                  denominator of the Asset Coverage Ratio as provided in Section
                  7.4(D).

         (D) Investments. Neither the Company nor any of its Significant
Subsidiaries shall directly or indirectly make or own any Investment except:

                  (i)      Investments in accordance with the Investment Policy;

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                  (ii)     Investments in trade receivables or received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (iii)    Investments consisting of deposit accounts maintained
         by the Company and its Subsidiaries;

                  (iv)     Investments by the Company or any Subsidiary in any
         Subsidiary that is a member of the Obligor Group;

                  (v)      Investments by any Non-Obligor Subsidiary in any
         other Non-Obligor Subsidiary;

                  (vi)     Investments by any member of the Obligor Group in any
         Non-Obligor Subsidiary (which, for informational purposes, are in a
         Dollar Amount equal to $565,000,000 as of the Closing Date, which
         Dollar Amount includes non-Dollar Investments of approximately
         180,000,000 euro, as more specifically described on Schedule 7.3(D)(vi)
         hereto); provided, that the aggregate amount of all such Investments
         (with Investments of up to 180,000,000 euro being converted at the
         Dollar/euro exchange rate in effect on the Closing Date) shall not
         exceed $665,000,000 at any time;

                  (vii)    Investments constituting Permitted Acquisitions;

                  (viii)   Investments comprised of capital contributions
         (whether in the form of cash, a note or other assets) to an SPV or
         other Subsidiary or otherwise resulting from transfers of assets
         permitted hereunder to such SPV or other Subsidiary, in either case, in
         connection with a Permitted Receivables Financing; and

                  (ix)     Investments in addition to those referred to
         elsewhere in this Section 7.3(D) (which, for informational purposes,
         are in amount equal to $255,000,000 as of the Closing Date, as more
         specifically described on Schedule 7.3(D)(ix) hereto) in an aggregate
         amount not to exceed, at any time, $255,000,000 plus fifteen percent
         (15%) of the Company's Consolidated Net Worth as of the relevant date
         of determination.

         (E) Permitted Acquisitions. Neither the Company nor any of its
Subsidiaries shall make any Acquisitions, other than Acquisitions meeting the
following requirements or otherwise approved by the Required Lenders (each such
Acquisition constituting a "PERMITTED ACQUISITION"):

                  (i)      no Default or Unmatured Default shall have occurred
         and be continuing or would result from such Acquisition or the
         incurrence of any Indebtedness in connection therewith;

                  (ii)     the purchase is consummated pursuant to a negotiated
         acquisition agreement on a non-hostile basis;

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                  (iii)    not less than five (5) Business Days prior to each
         such Acquisition with an aggregate purchase price in excess of
         $25,000,000 (including the incurrence or assumption of any Indebtedness
         in connection therewith and transaction-related contractual payments to
         the extent that the liability for, and the amount of, such payments are
         established at the time the Acquisition is consummated), the Company
         shall deliver to the Administrative Agent and the Lenders a certificate
         from the Company's chief financial officer or treasurer demonstrating
         to the reasonable satisfaction of the Administrative Agent that after
         giving effect to such Acquisition and the incurrence of any
         Indebtedness permitted hereunder in connection therewith, on a pro
         forma basis acceptable to the Administrative Agent, but without giving
         effect to any projected synergies resulting from such Acquisition, as
         if the Acquisition and such incurrence of Indebtedness had occurred on
         the first day of the twelve-month period ending on the last day of the
         Company's most recently completed fiscal quarter for which financial
         statements are publicly available, the Company would have been in
         compliance with the financial covenants in Section 7.4 and not
         otherwise in Default; provided, that notwithstanding the terms of
         Section 7.4(A) hereto, the Company shall be required to demonstrate
         that the Leverage Ratio (calculated on a pro forma basis as described
         above) shall not exceed 2.50 to 1.00; and

                  (iv)     in the case of an Acquisition of Equity Interests of
         an entity, the acquired entity shall be (a) a Subsidiary of the
         Company, (b) merged with and into the Company or any Subsidiary
         substantially concurrently with such Acquisition, with the Company or
         such Subsidiary being the surviving corporation with voting control
         following such merger or (c) an Owned Dealer Affiliate.

         (F) Transactions with Affiliates. Neither the Company nor any of its
Subsidiaries shall directly or indirectly enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
the Company or its Subsidiaries, on terms that are less favorable to the Company
or any of its Subsidiaries, as applicable, than those that might be obtained in
an arm's length transaction at the time from Persons who are not such an
Affiliate, except for (i) intercompany Indebtedness and Investments permitted
hereunder to the extent such transactions occur in the ordinary course of
business and pursuant to the reasonable requirements of the Company's or its
Subsidiaries' business, (ii) other transactions between the Company or any of
its Subsidiaries, on the one hand, and any SPV or other Subsidiary, on the other
hand, in connection with a Permitted Receivables Facility and (iii) other
transactions between the Company or any of its Subsidiaries, on the one hand,
and any Affiliate, on the other hand, with respect to the sale or use of goods
or services and entered into in the ordinary course of business for
consideration consisting of, at a minimum, full reimbursement of costs to the
Company or any applicable Subsidiary, as the case may be.

         (G) Restriction on Fundamental Changes. Neither the Company nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Company's consolidated business or
property, whether now or hereafter acquired, except (i) transactions permitted
under Sections 7.3(B), 7.3(D) or 7.3(E) and, (ii) any Subsidiary or Affiliate of
the Company may be

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merged into, or consolidated with, the Company or any Subsidiary of the Company
so long as no Default or Unmatured Default is then continuing or would result
therefrom and (iii) any Person may be merged into or consolidated with, or
liquidated, wound-up or dissolved into the Company or any Subsidiary of the
Company so long as no Default or Unmatured Default is then continuing or would
result therefrom; provided, however, that with respect to the foregoing clauses
(ii) and (iii) and without limiting the provisions of Section 7.3(E)(iv), in the
case of any merger with or into, consolidation with or liquidation, winding-up
or dissolution into (x) the Company, the Company shall be the surviving
corporation and (y) any Subsidiary Borrower, such Subsidiary Borrower shall be
the surviving corporation.

         (H) Margin Regulations. Neither the Company nor any of its Significant
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

         (I) ERISA. The Company shall not:

                  (i)      permit to exist any accumulated funding deficiency
         (as defined in Sections 302 of ERISA and 412 of the Code), with respect
         to any Benefit Plan, whether or not waived;

                  (ii)     terminate, or permit any Controlled Group member to
         terminate, any Benefit Plan which would result in liability of the
         Company or any Controlled Group member under Title IV of ERISA; or

                  (iii)    fail, or permit any Controlled Group member to fail,
         to pay any required installment or any other payment required under
         Section 412 of the Code on or before the due date for such installment
         or other payment;

except where such transactions, events, circumstances, or failures are not,
individually or in the aggregate, reasonably expected to result in liability to
the Company or any of its Subsidiaries in excess of $30,000,000.

         (J) Subsidiary Covenants. The Company will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution in respect of its ownership interests
or pay any Indebtedness or other Obligation owed to any Borrower or any member
of the Obligor Group, make loans or advances or other Investments in any
Borrower or any member of the Obligor Group, or sell, transfer or otherwise
convey any of its property to any Borrower or any member of the Obligor Group
other than pursuant to (i) applicable law, (ii) this Agreement or the other Loan
Documents, (iii) restrictions imposed by the holder of a Lien permitted by
Section 7.3(C) and (iv) restrictions imposed in a joint venture agreement on the
ability of any Subsidiary to pay dividends or make any other distribution in
respect of its ownership interests, the removal of which requires the consent of
one or more of the joint venture partners or the joint venture's board of
directors (but not the consent of any third parties).

         (K) Hedging Arrangements. The Company shall not and shall not permit
any of its Significant Subsidiaries to enter into any Hedging Arrangement, other
than Hedging

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Arrangements entered into by the Company or such Significant Subsidiary pursuant
to which the Company or such Significant Subsidiary has, in its commercially
reasonable judgment, hedged its interest rate, foreign currency or commodity
exposure and which are non-speculative in nature.

         (L) Other Indebtedness. The Company shall not amend, modify or
supplement the Senior Note Indenture or any instrument, document or agreement
evidencing the Senior Notes (or any replacements, substitutions or renewals
thereof) where such amendment, modification or supplement provides for the
following or which has any of the following effects:

                  (i)      shortens or accelerates the date upon which any
         installment of principal or interest becomes due or adds any additional
         mandatory redemption provisions;

                  (ii)     shortens the final maturity date of the Senior Notes
         or otherwise accelerates the amortization schedule with respect to the
         Senior Notes; or

                  (iii)    amends or modifies any financial or negative covenant
         (or covenant which prohibits or restricts the Company or any of its
         Subsidiaries from taking certain actions) in a manner which is more
         onerous or more restrictive in any material respect to the Company or
         such Subsidiary, or, in the case of adding covenants, which places
         material additional restrictions on the Company or such Subsidiary or
         which requires the Company or such Subsidiary to comply with more
         restrictive financial ratios than the covenants in this Agreement.

         7.4. Financial Covenants. The Company shall comply with the following:

         (A) Maximum Leverage Ratio. The Company shall not permit the ratio (the
"LEVERAGE RATIO") of (i) Indebtedness of the Company and its consolidated
Subsidiaries (determined in accordance with Agreement Accounting Principles) to
(ii) Adjusted EBITDA to be greater than (a) 3.00 to 1.00 as of the end of each
fiscal quarter of the Company through the fiscal quarter ending August 27, 2004
and (b) 2.75 to 1.00 as of the end of each fiscal quarter of the Company
thereafter.

The Leverage Ratio shall be calculated, upon relevant financial statements
becoming publicly available, as of the last day of each fiscal quarter of the
Company based upon (a) for Indebtedness, Indebtedness as of the last day of each
such fiscal quarter and (b) for Adjusted EBITDA, the actual amount for the four
(4) most recently completed fiscal quarters.

         (B) Minimum Consolidated Net Worth. The Company shall not permit its
Consolidated Net Worth at any time to be less than the sum of (a) $1,000,000,000
plus (b) for each fiscal year beginning with the fiscal year ending February 27,
2004, the sum of fifty percent (50%) of Net Income (if positive) for such fiscal
year, plus (c) fifty percent (50%) of the net cash proceeds resulting from the
issuance by the Company of any Capital Stock (other than sales of shares of the
Company's Class A common stock occurring substantially contemporaneously with a
dollar-for-dollar repurchase of shares of the Company's Class B common stock, as
confirmed by the Administrative Agent); provided that, if representing an
overall loss, charge or deduction, an amount not to exceed $150,000,000 in the
accumulated other comprehensive income or loss accounts (or similarly entitled
accounts) of the Company and its Subsidiaries (it being understood

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and agreed that such accounts reflect such non-cash adjustments as foreign
currency translation and transaction adjustments, net unrealized gains/losses on
all investments, minimum pension liability and other FASB87 and FASB133 related
adjustments), shall in each case be excluded in calculating the Company's
Consolidated Net Worth. The Company's compliance with this covenant shall be
calculated and tested as of the end of each fiscal quarter of the Company upon
relevant financial statements becoming publicly available.

         (C) Interest Coverage Ratio. The Company shall not permit the ratio
(the "INTEREST COVERAGE RATIO") of (i) Adjusted EBITDA minus Capital
Expenditures of the Company and its consolidated Subsidiaries to (ii) Interest
Expense to be less than 2.50 to 1.00 for each four (4) fiscal quarter period of
the Company.

The Interest Coverage Ratio shall be calculated, upon relevant financial
statements becoming publicly available, as of the last day of each fiscal
quarter of the Company based upon, for Adjusted EBITDA, Capital Expenditures and
Interest Expense, the actual amount for the last four (4) most recently
completed fiscal quarters; provided, that the Interest Coverage Ratio shall be
calculated, with respect to Permitted Acquisitions, on a pro forma basis
acceptable to the Administrative Agent, but without giving effect to any
projected synergies resulting from such Permitted Acquisition.

         (D) Asset Coverage Ratio. On the day after (a) S&P's issuance of a S&P
Rating of less than BBB- or (b) Moody's issuance of a Moody's Rating of less
than Baa3 and until both (x) S&P issues and maintains a S&P Rating of BBB- or
higher and (y) Moody's issues and maintains a Moody's Rating of Baa3 or higher,
the Company shall not permit the ratio (the "ASSET COVERAGE RATIO") of (i) the
sum of (A) the consolidated accounts receivable of the Company which are not
subject to any Lien other than a Customary Permitted Lien (which, without
limitation, shall exclude Receivables transferred pursuant to a Permitted
Receivables Financing) other than Receivables with respect to which the Company
or any Affiliate of the Company is the obligor, plus (B) the book value of
consolidated inventory of the Company which is not subject to any Lien other
than a Customary Permitted Lien (which inventory shall in no event exceed more
than fifty percent (50%) of the sum of clauses (A) and (B)) to (ii) the sum of
(A) the then outstanding Revolving Credit Obligations and (B) the then aggregate
outstanding principal balance of all Equal and Ratable Debt that is created,
incurred or assumed by the Company or any Subsidiary (or with respect to which
the Company or any Subsidiary becomes directly or indirectly liable) after the
Closing Date (which, for purposes of clarification, shall include, in addition
to the aggregate outstanding principal balance of new Equal and Ratable Debt,
(1) the aggregate principal balance of all fundings under Equal and Ratable Debt
that is in existence as of the Closing Date but only to the extent such fundings
have the effect of increasing the aggregate principal amount outstanding
thereunder and (2) the then aggregate principal balance of all Equal and Ratable
Debt in existence as of the Closing Date that has been refinanced or replaced or
with respect to which the final maturity date or all or any portion of the
amortization schedule has been extended), to be less than 1.75 to 1.00.

The Asset Coverage Ratio on any test date shall be calculated based upon the
Company's consolidated accounts receivable and the book value of the Company's
consolidated inventory as of the end of the Company's then most recently
completed fiscal quarter for which financial

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statements are publicly available and the Revolving Credit Obligations and
applicable Equal and Ratable Debt as of the relevant test date.

                             ARTICLE VIII: DEFAULTS

         8.1. Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

         (A) Failure to Make Payments When Due. The Company or any of its
Subsidiaries shall (i) fail to pay when due any of the Obligations consisting of
principal with respect to the Loans or Reimbursement Obligations or (ii) shall
fail to pay within five (5) Business Days of the date when due any of the other
Obligations under this Agreement or the other Loan Documents.

         (B) Breach of Certain Covenants. The Company or any of its Subsidiaries
shall fail duly and punctually to perform or observe any agreement, covenant or
obligation binding on the Company under:

                  (i)      Sections 7.1 (other than Section 7.1(B)) or 7.2
         (other than Section 7.2(I)) and such failure shall continue unremedied
         for fifteen (15) days after the earlier of (a) the date on which the
         Administrative Agent sends written notice of such failure to the
         Company or (b) the date on which an Authorized Officer of the Company
         knew or should have known of such failure, or

                  (ii)     Sections 7.1(B), 7.2(I), 7.3 or 7.4 and either (a)
         the Administrative Agent sends written notice of such failure to the
         Company or (b) an Authorized Officer of the Company knew or should have
         known of such failure, whichever is earlier.

         (C) Breach of Representation or Warranty. Any representation or
warranty made or deemed made by the Company or any of its Subsidiaries to the
Administrative Agent or any Lender herein or by the Company or any of its
Subsidiaries in any of the other Loan Documents or in any statement or
certificate at any time given by any such Person pursuant to any of the Loan
Documents shall be false or misleading in any material respect on the date as of
which made (or deemed made).

         (D) Other Defaults. The Company or any of its Subsidiaries shall
default in the performance of or compliance with any term contained in this
Agreement (other than as covered by paragraphs (A), (B) or (C) of this Section
8.1), or the Company or any of its Subsidiaries shall default in the performance
of or compliance with any term contained in any of the other Loan Documents, and
such default shall continue for thirty (30) days after the date on which the
Administrative Agent sends written notice of such default to the Company.

         (E) Default as to Other Indebtedness. The Company or any of its
Subsidiaries shall fail to make any payment of principal or interest when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) with respect to any Material Indebtedness, beyond any period of grace
provided with respect thereto; or any breach, default or event of default shall
occur, or any other condition shall exist under any instrument, agreement or
indenture pertaining to any such Material Indebtedness beyond any period of
grace, if any,

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provided with respect thereto, if the effect of such breach, default or event of
default or such other condition is to cause an acceleration or mandatory
redemption of, or to require that the Company or such Subsidiary offer to
purchase or repurchase such Material Indebtedness, or to permit the holder(s) of
such Material Indebtedness to accelerate the maturity of any such Material
Indebtedness or to require a redemption or other repurchase of such Material
Indebtedness; or any such Material Indebtedness shall be otherwise declared to
be due and payable (by acceleration or otherwise) or required to be prepaid,
redeemed or otherwise repurchased by the Company or any of its Subsidiaries
(other than by a regularly scheduled required prepayment) prior to the stated
maturity thereof; or the Company or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

         (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

                  (i)      An involuntary case shall be commenced against the
         Company or any of its Significant Subsidiaries and the petition shall
         not be dismissed, stayed, bonded or discharged within sixty (60) days
         after commencement of the case; or a court having jurisdiction in the
         premises shall enter a decree or order for relief in respect of the
         Company or any of its Significant Subsidiaries in an involuntary case,
         under any applicable bankruptcy, insolvency or similar law now or
         hereinafter in effect; or any other similar relief shall be granted
         under any applicable federal, state, local or foreign law.

                  (ii)     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 the Company or any of its Significant Subsidiaries or over all or
         a substantial part of the property of the Company or any of its
         Significant Subsidiaries shall be entered; or an interim receiver,
         trustee or other custodian of the Company or any of its Significant
         Subsidiaries or of all or a substantial part of the property of the
         Company or any of its Significant Subsidiaries shall be appointed or a
         warrant of attachment, execution or similar process against any
         substantial part of the property of the Company or any of its
         Significant Subsidiaries shall be issued and any such event shall not
         be stayed, dismissed, bonded or discharged within sixty (60) days after
         entry, appointment or issuance.

         (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or
any of its Significant Subsidiaries shall (i) commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) 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, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

         (H) Judgments and Attachments. Any money judgment(s) (other than a
money judgment covered by insurance as to which the applicable insurance company
has not disclaimed or reserved the right to disclaim coverage), writ or warrant
of attachment, or similar process against the Company or any of its Subsidiaries
or any of their respective assets involving in any single

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case or in the aggregate an amount in excess of $35,000,000 is or are entered
and either (i) enforcement proceedings shall have been commenced by any creditor
upon a final or nonappealable judgment or order or (ii) such judgment(s) shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days.

         (I) Dissolution. Any order, judgment or decree shall be entered against
the Company or any of its Significant Subsidiaries decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of sixty (60) days; or the Company or any of its
Significant Subsidiaries shall otherwise dissolve or cease to exist except as
specifically permitted by this Agreement.

         (J) Loan Documents. At any time, for any reason, other than in
accordance with its terms, any Loan Document ceases to be in full force and
effect or the Company or any of the Company's Significant Subsidiaries party
thereto seeks to repudiate in writing its respective obligations thereunder.

         (K) Guarantor Revocation. The Company or any Subsidiary Guarantor shall
terminate or revoke any of its obligations under its respective Guaranty, other
than as a result of any transaction permitted under the terms of this Agreement.

         (L) Pledge Agreements. Other than in accordance with its terms, any
Pledge Agreement shall for any reason fail to create a valid and perfected first
priority security interest in any collateral purported to be covered thereby or
the Company or any of its Subsidiaries shall terminate or revoke any of its
obligations under a Pledge Agreement to which it is a party.

         (M) Termination Event. Any Termination Event occurs which is reasonably
likely to subject either the Company or any member of its Controlled Group to
liability in excess of $30,000,000.

         (N) Waiver of Minimum Funding Standard. If the plan administrator of
any Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender reasonably
believes the substantial business hardship upon which the application for the
waiver is based could reasonably be expected to subject either the Company or
any Controlled Group member to liability in excess of $30,000,000.

         (O) Change of Control. A Change of Control shall occur.

         (P) Environmental Matters. The Company or any of its Significant
Subsidiaries shall be the subject of any proceeding or investigation pertaining
to (i) the Release by the Company or any of its Significant Subsidiaries of any
Contaminant into the environment, (ii) the liability of the Company or any of
its Significant Subsidiaries arising from the Release by any other Person of any
Contaminant into the environment or (iii) any violation of any Environmental,
Health or Safety Requirements of Law by the Company or any of its Significant
Subsidiaries, which, in any case, has or is reasonably likely to subject the
Company or any of its Significant Subsidiaries to liability (which is not
covered by undenied indemnification by a creditworthy indemnitor) in excess of
$30,000,000.

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         (Q) Surety Obligations. The Company or any of its Subsidiaries shall
fail to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) with respect to its reimbursement
obligations under any surety bond (or series of related surety bonds issued for
the benefit of the same surety) in an aggregate amount in excess of $35,000,000,
beyond any period of grace provided with respect thereto.

         (R) Hedging Obligations. The Company or any of its Subsidiaries shall
fail to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) under any Hedging Arrangement
(or, if applicable, under all Hedging Arrangements governed by the terms of a
single ISDA Master Agreement or other similar master netting contract between
the Company or any Subsidiary and a single counterparty) with a Net
Mark-to-Market Exposure in excess of $35,000,000, beyond any period of grace
provided with respect thereto.

         A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

         ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS,
         AMENDMENTS AND REMEDIES

         9.1. Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company
or any of its Subsidiaries, the obligations of the Lenders to make Loans
hereunder and the obligation of the Issuing Bank to issue Letters of Credit
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender. If any other Default occurs, the Required
Lenders may terminate or suspend the obligations of the Lenders to make Loans
hereunder and the obligation of the Issuing Bank to issue Letters of Credit
hereunder, or declare the Obligations to be due and payable, or both, whereupon
the Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Company expressly
waives.

         9.2. Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Company to
satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the Lenders required pursuant to Section 9.3,
and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full in cash.

         9.3. Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Company

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may enter into agreements supplemental hereto for the purpose of adding or
modifying any provisions to the Loan Documents or changing in any manner the
rights of the Lenders or the Company hereunder or waiving any Default hereunder;
provided, however, that no such supplemental agreement shall, without the
consent of each Lender (which is not a defaulting Lender under the provisions of
Sections 2.19 or 10.2) affected thereby:

                  (i)      Postpone or extend the Revolving Loan Termination
         Date or any other date fixed for any payment of principal of, or
         interest on, the Loans, the Reimbursement Obligations or any fees or
         other amounts payable to such Lender.

                  (ii)     Reduce the principal amount of any Loans or L/C
         Obligations, or reduce the rate or extend the time of payment of
         interest or fees thereon; provided, however, that (a) modifications to
         the provisions relating to prepayments of Loans and other Obligations
         and (b) a waiver or other modification of the application of the
         default rate of interest pursuant to Section 2.10 hereof shall, in each
         case, only require the approval of the Required Lenders.

                  (iii)    Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters or
         amend the definitions of "Required Lenders" or "Pro Rata Share".

                  (iv)     Except as permitted by Section 2.22, increase the
         amount of the Revolving Loan Commitment of any Lender hereunder or
         increase any Lender's Pro Rata Share.

                  (v)      Permit any Borrower to assign its rights under this
         Agreement.

                  (vi)     Other than pursuant to a transaction permitted by the
         terms of this Agreement, release (a) the Company from its obligations
         under the Company Guaranty, (b) any Subsidiary Guarantor that is a
         Material Subsidiary from its obligations under its respective
         Subsidiary Guaranty or (b) release any Subsidiary Guarantor that is not
         a Material Subsidiary from its obligations under its respective
         Subsidiary Guaranty if a Non-Obligor Coverage Trigger Event has
         occurred and has not been remedied or would result from such release.

                  (vii)    Other than pursuant to a transaction permitted by the
         terms of this Agreement, release all or substantially all of the
         collateral which is subject to the Pledge Agreements.

                  (viii)   Amend this Section 9.3.

No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank and (c) the Issuing Bank shall be
effective without the written consent of the Issuing Bank. The Administrative
Agent may waive payment of the fee required under Section 13.3(C) without
obtaining the consent of any of the Lenders.

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                         ARTICLE X: GENERAL PROVISIONS

         10.1. Survival of Representations. All representations and warranties
of the Company contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated so long as any
principal, accrued interest, fees, or any other amount due and payable under any
Loan Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations).

         10.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
any Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         10.3. Accounting. Except as provided to the contrary herein, all
accounting terms used in the calculation of any financial covenant or test shall
be interpreted and all accounting determinations hereunder in the calculation of
any financial covenant or test shall be made in accordance with Agreement
Accounting Principles. If any changes in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Company or
any of its Subsidiaries with the agreement of its independent certified public
accountants and such changes result in a change in the method of calculation of
any of the financial covenants, tests, restrictions or standards set forth in
Section 7.4 hereof or in the related definitions or terms used therein
("ACCOUNTING CHANGES"), the parties hereto agree, at the Company's request, to
enter into negotiations, in good faith, in order to amend such provisions in a
credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating the Company's and its Subsidiaries'
financial condition shall be the same after such changes as if such changes had
not been made; provided, however, that until such provisions are amended in a
manner reasonably satisfactory to the Administrative Agent and the Required
Lenders, no Accounting Change shall be given effect in such calculations. In the
event such amendment is entered into, all references in this Agreement to
Agreement Accounting Principles shall mean generally accepted accounting
principles as of the date of such amendment, subject to further modification in
accordance with this Section 10.3. Notwithstanding the foregoing, all financial
statements to be delivered by the Company pursuant to Section 7.1 shall be
prepared in accordance with generally accepted accounting principles as in
effect at such time.

         10.4. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.5. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrowers the Administrative Agent and the Lenders
and supersede all prior agreements and understandings among the Borrowers, the
Administrative Agent and the Lenders relating to the subject matter thereof
other than any prior agreements and understandings that are expressly stated to
survive the effectiveness hereof.

         10.6. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any

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other Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

         10.7. Expenses; Indemnification.

         (A) Expenses. The Borrowers shall reimburse the Administrative Agent,
the Syndication Agent and the Arrangers for any reasonable costs and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges of outside counsel and paralegals for the Administrative Agent and
the Syndication Agent) paid or incurred by the Administrative Agent, the
Syndication Agent or the Arrangers in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification
and administration of the Loan Documents. The Borrowers also agree to reimburse
the Administrative Agent, the Syndication Agent and the Arrangers for any costs,
internal charges and out-of-pocket expenses (including reasonable attorneys' and
paralegals' fees and time charges of attorneys and paralegals for the
Administrative Agent, the Syndication Agent and the Arrangers) paid or incurred
by the Administrative Agent, the Syndication Agent or the Arrangers in
connection with the collection of the Obligations and enforcement of the Loan
Documents.

         (B) Indemnity. The Company further agrees to defend, protect, indemnify
and hold harmless the Administrative Agent, the Syndication Agent, the
Arrangers, and each and all of the Lenders and each of their respective
Affiliates, and each of such Administrative Agent's, Syndication Agent's,
Arranger's, Lender's or Affiliate's respective officers, directors, trustees,
investment advisors, employees, attorneys and agents (including, without
limitation, those retained in connection with the satisfaction or attempted
satisfaction of any of the conditions set forth in Article V) (collectively, the
"INDEMNITEES"), based upon its obligations, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses of any kind or nature whatsoever (including, without
limitation, the fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitees shall be designated a party thereto), imposed
on, incurred by or asserted against such Indemnitees in any manner relating to
or arising out of this Agreement or any of the other Loan Documents, or any act,
event or transaction related or attendant thereto or to the making of the Loans,
and the issuance of and participation in Letters of Credit hereunder, the
management of such Loans or Letters of Credit, the use or intended use of the
proceeds of the Loans or Letters of Credit hereunder, or any of the other
transactions contemplated by the Loan Documents; provided, however, that no
Borrower shall have any obligation to an Indemnitee hereunder with respect to
Indemnified Matters to the extent caused by or resulting from the willful
misconduct or gross negligence of such Indemnitee. If the undertaking to
indemnify, pay and hold harmless set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, each Borrower
shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of all Indemnified Matters
incurred by the Indemnitees.

         (C) Waiver of Certain Claims; Settlement of Claims. Each Borrower
further agrees to assert no claim against any of the Indemnitees on any theory
of liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by the Company or any of its
Subsidiaries with respect to any claim, litigation, arbitration or other

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proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

         (D) Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 10.7 and each other provision hereunder or in any
other Loan Document whereby the Company or any of its Subsidiaries agrees to
reimburse or indemnify any Holder of Obligations shall survive the termination
of this Agreement.

         10.8. Numbers of Documents. All statements, notices, closing documents
and requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

         10.9. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Company or any of its Subsidiaries
pursuant to this Agreement in confidence, except for disclosure (i) to its
Affiliates and to other Lenders and their respective Affiliates, (ii) to legal
counsel, accountants and other professional advisors to such Lender or to a
Transferee, (iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation or legal process, (v) to any
Person in connection with any legal proceeding to which such Lender is a party,
(vi) as permitted by Section 13.4 and (vii) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Advances
hereunder (it being understood that the Persons described in clauses (i) through
(vii) above to whom such disclosure is made will be informed of the confidential
nature of such confidential information and instructed to keep such information
confidential). Notwithstanding anything herein to the contrary, confidential
information shall not include, and each Lender (and each employee,
representative or other agent of any Lender) may disclose to any and all
Persons, without limitation of any kind, the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are or have been provided to such Lender
relating to such tax treatment or tax structure; provided that with respect to
any document or similar item that in either case contains information concerning
such tax treatment or tax structure of the transactions contemplated hereby as
well as other information, this sentence shall only apply to such portions of
the document or similar item that relate to such tax treatment or tax structure.

         10.10. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.11. Nonliability of Lenders. The relationship between the Borrowers
and the Lenders and the Administrative Agent shall be solely that of borrowers
and lender. Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrowers. Neither the Administrative Agent
nor any Lender undertakes any responsibility to the Borrowers to review or
inform the Borrowers of any matter in connection with any phase of the
Borrowers' business or operations.

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         10.12. GOVERNING LAW. ANY DISPUTE BETWEEN THE BORROWERS AND THE
ADMINISTRATIVE AGENT, THE ARRANGERS OR ANY LENDER ARISING OUT OF, CONNECTED
WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE
BORROWERS AND THE ADMINISTRATIVE AGENT, THE ARRANGERS OR THE LENDERS IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING 735 ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE
WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

         10.13. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

         (A) NON-EXCLUSIVE JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY (I) UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS OR (II) UNITED STATES FEDERAL
OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE ANY BORROWER AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN
A COURT IN CHICAGO, ILLINOIS OR NEW YORK, NEW YORK.

         (B) SERVICE OF PROCESS.

                  (i)      EACH BORROWER WAIVES PERSONAL SERVICE OF ANY PROCESS
         UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
         WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE
         MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR THE LENDERS BY
         REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY ADDRESSED
         AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT
         THE ABILITY OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO SERVE ANY
         SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY
         APPLICABLE LAW.

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                  (ii)     EACH SUBSIDIARY BORROWER HEREBY IRREVOCABLY APPOINTS
         THE COMPANY AS ITS AGENT FOR SERVICE OF PROCESS IN ANY PROCEEDING
         REFERRED TO IN THIS SECTION 10.13 AND AGREES THAT SERVICE OF PROCESS IN
         ANY SUCH PROCEEDING MAY BE MADE BY MAILING OR DELIVERING A COPY THEREOF
         TO IT CARE OF THE COMPANY AT ITS ADDRESS FOR NOTICES SET FORTH IN
         ARTICLE XIV OF THIS AGREEMENT.

         (C) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.14. Subordination of Intercompany Indebtedness. Each Borrower agrees
that any and all claims of such Borrower against any other Borrower or
Subsidiary Guarantor (as used in this Section 10.14, an "OBLIGOR"), or against
any of its properties, including, without limitation, claims arising from liens
or security interests upon property with respect to any indebtedness of any
Obligor owing to such Borrower ("INTERCOMPANY INDEBTEDNESS"), shall be
subordinate and subject in right of payment to the prior payment, in full and in
cash, of all Obligations; provided that, and not in contravention of the
foregoing, so long as no Default has occurred and is continuing such Borrower
may make loans to and receive payments in the ordinary course with respect to
such Intercompany Indebtedness from each such Obligor to the extent permitted by
the terms of this Agreement and the other Loan Documents. Should any payment,
distribution, security or instrument or proceeds thereof be received by such
Borrower upon or with respect to the Intercompany Indebtedness in contravention
of this Agreement or the Loan Documents or after the occurrence of a Default,
including, without limitation, an event described in Section 8.1(F) or (G),
prior to the satisfaction of all of the Obligations (other than contingent
indemnity obligations) and the termination of all financing arrangements
pursuant to any Loan Document, such Borrower shall receive and hold the same in
trust, as trustee, for the benefit of the Holders of Obligations and shall
forthwith deliver the same to the Administrative Agent, for the benefit of such
Persons, in precisely the form received (except for the endorsement or
assignment of the Borrowers where necessary), for application to any of the
Obligations, due or not due, and, until so delivered, the same shall be held in
trust by such Borrower as the property of the Holders of Obligations. If any
Borrower fails to make any such endorsement or assignment to the Administrative
Agent, the Administrative Agent or any of its officers or employees are
irrevocably authorized to make the same. Each Borrower agrees that until the
Obligations (other than the contingent indemnity obligations) have been paid in
full (in cash) and satisfied and all financing arrangements pursuant to any Loan
Document have been terminated, no Borrower will

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assign or transfer to any Person (other than the Administrative Agent) any claim
such Borrower has or may have against any Obligor.

                      ARTICLE XI: THE ADMINISTRATIVE AGENT

         11.1. Appointment; Nature of Relationship. Bank One is appointed by the
Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement and that the Administrative Agent is merely
acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-102 of the
Uniform Commercial Code as in effect from time to time in the State of Illinois
(or any successor provision) and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders, for itself and on
behalf of its affiliates, agrees to assert no claim against the Administrative
Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender waives.

         11.2. Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

         11.3. General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrowers, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found to have been
caused by the gross negligence or willful misconduct of such Person.

         11.4. No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent

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shall not be responsible to any Lender for any recitals, statements,
representations or warranties herein or in any of the other Loan Documents for
perfection or priority of the Liens on any collateral subject to the Loan
Documents, the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Company or any of its Subsidiaries.

         11.5. Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans. Upon receipt of any
such instructions from the Required Lenders (or all of the Lenders in the even
that and to the extent that this Agreement expressly requires such), the
Administrative Agent shall be permitted to act on behalf of the full principal
amount of the Obligations. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

         11.6. Employment of Administrative Agent and Counsel. The
Administrative Agent may execute any of its duties as the Administrative Agent
hereunder and under any other Loan Document by or through employees, agents and
attorney-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Administrative Agent shall be entitled to advice of counsel
concerning the contractual arrangement between the Administrative Agent and the
Lenders and all matters pertaining to the Administrative Agent's duties
hereunder and under any other Loan Document.

         11.7. Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.

         11.8. The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the Borrowers for which the Administrative Agent is entitled to
reimbursement by the Borrowers under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the

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extent caused by or resulting from the gross negligence or willful misconduct of
the Administrative Agent. The obligations and agreements of the Lenders under
this Section 11.8 shall survive the termination of this Agreement.

         11.9. Rights as a Lender. With respect to its Revolving Loan
Commitment, Loans made by it and Letters of Credit issued by it, the
Administrative Agent shall have the same rights and powers hereunder and under
any other Loan Document as any Lender or Issuing Bank and may exercise the same
as though it were not the Administrative Agent, and the term "Lender" or
"Lenders", "Issuing Bank" or "Swing Line Bank" shall, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Company or any of its Subsidiaries in which such Person is not
prohibited hereby from engaging with any other Person.

         11.10. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arrangers
or any other Lender and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arrangers or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

         11.11. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company. Upon any such resignation, the Required Lenders shall have the right to
appoint, on behalf of the Borrowers and the Lenders, a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent's giving notice of resignation,
then the retiring Administrative Agent may appoint, on behalf of the Borrowers
and the Lenders, a successor Administrative Agent. Notwithstanding anything
herein to the contrary, so long as no Default has occurred and is continuing,
each such successor Administrative Agent shall be subject to approval by the
Company, which approval shall not be unreasonably withheld or delayed. Such
successor Administrative Agent shall be a commercial bank having capital and
retained earnings of at least $500,000,000. Upon the acceptance of any
appointment as the Administrative Agent hereunder by a successor Administrative
Agent, such 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 hereunder and under the other Loan Documents.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article XI shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent hereunder and under the other
Loan Documents.

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         11.12. No Duties Imposed Upon Syndication Agent or Arrangers. No Person
identified on the cover page to this Agreement, the signature pages to this
Agreement or otherwise in this Agreement as a "Syndication Agent" or an
"Arranger" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than if such Person is a Lender, those
applicable to all Lenders as such. Without limiting the foregoing, no Person
identified on the cover page to this Agreement, the signature pages to this
Agreement or otherwise in this Agreement as a "Syndication Agent" or an
"Arranger" shall have or be deemed to have any fiduciary duty to or fiduciary
relationship with any Lender. In addition to the agreement set forth in Section
11.10, each of the Lenders acknowledges that it has not relied, and will not
rely, on any Person so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

         11.13. Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Unmatured
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Company referring to this Agreement describing such Default
or Unmatured Default and stating that such notice is a "notice of default". In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

         11.14. Delegation to Affiliates. The Borrowers and the Lenders agree
that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under terms of this Agreement.

         11.15. Authority with Respect to Guarantees and Pledge Agreements.

         (A) Authority to Take Action. Each Lender authorizes the Administrative
Agent to enter into each Pledge Agreement required hereunder and, if a signature
thereon becomes necessary, any Guaranty, and to take all action contemplated by
such document, including, without limitation, all enforcement actions. Each
Lender agrees that no Holder of Obligations (other than the Administrative
Agent) shall have the right individually to independently enforce any Guaranty
or seek to realize upon the security granted by any Pledge Agreement, it being
understood and agreed that such rights and remedies may be exercised solely by
the Administrative Agent for the benefit of the Holders of Obligations upon the
terms of the applicable Pledge Agreement. In furtherance and without limitation
of the foregoing, the Administrative Agent is hereby authorized and given a
power of attorney by and on behalf of each of the Holders of Obligations to
execute any Guaranty, if necessary, and the Pledge Agreements.

         (B) Authority to Take Perfection Actions. In the event that any
collateral granted by any Pledge Agreement is hereafter pledged by any Person as
collateral security for the Obligations, the Administrative Agent is hereby
authorized to execute and deliver on behalf of the Holders of Obligations any
Loan Documents necessary or appropriate to grant and perfect a Lien on such
collateral in favor of itself on behalf of the Holders of Obligations.

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         (C) Authority to Release Liens and Guarantors. The Lenders hereby
authorize the Administrative Agent, at its option and in its discretion, to
release any Lien granted to or held by the Administrative Agent upon any
collateral granted by any Pledge Agreement or release any guarantor from its
obligations under any of the Guarantees (i) upon termination of the Commitments
and payment and satisfaction of all of the Obligations at any time arising under
or in respect of this Agreement or the Loan Documents or the transactions
contemplated hereby or thereby (which satisfaction, in the case of outstanding
Letters of Credit, may take the form of a backstop letter of credit from an
issuer acceptable to the Administrative Agent or cash collateral); (ii) in
connection with any transaction which is permitted by this Agreement or (iii) if
approved, authorized or ratified in writing by the Required Lenders, unless such
release is required to be approved by all of the Lenders hereunder. Upon request
by the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent's authority to release particular items of collateral or
guarantors pursuant to this Section 11.15(C). Notwithstanding the foregoing, a
Subsidiary Guarantor shall, without further action, be released from its
obligations under its respective Subsidiary Guaranty if such Subsidiary
Guarantor ceases to be a Subsidiary of the Company in connection with a
transaction permitted by the terms of this Agreement and, both before and after
giving effect to such cessation, no Default or Unmatured Default exists.

         (D) Additional Authority. Upon any sale or transfer of assets
constituting collateral granted by any Pledge Agreement which is expressly
permitted pursuant to the terms of this Agreement, or consented to in writing by
the Required Lenders or all of the Lenders, as applicable, and upon at least ten
(10) Business Days' prior written request by the Company, the Administrative
Agent shall (and is hereby irrevocably authorized by the Lenders to) execute
such documents as may be necessary to evidence the release of the Liens granted
to the Administrative Agent for the benefit of the Holders of Obligations herein
or pursuant hereto upon the collateral that was sold or transferred; provided,
however, that (i) the Administrative Agent shall not be required to execute any
such document on terms which, in the Administrative Agent's opinion, would
expose the Administrative Agent to liability or create any obligation or entail
any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Obligations or any Liens upon (or obligations of the Company or any
Subsidiary in respect of) all interests retained by the Company or any
Subsidiary, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of such collateral.

                     ARTICLE XII: SETOFF; RATABLE PAYMENTS

         12.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to any Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due (provided,
however, that no deposits of the Traditional Foreign Subsidiary Borrowers or
Indebtedness held by or owing to the Traditional Foreign Subsidiary Borrowers
shall be offset by any Lender and applied towards the Obligations incurred
solely by or on behalf of the Company, any Domestic Subsidiary Borrower or any
Special Foreign Subsidiary Borrower).

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         12.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 2.14(E), 4.1, 4.2 or 4.4) in a greater proportion than that received by
any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Loans held by the other Lenders so that after such purchase each
Lender will hold its ratable share of the Loans. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to the obligations owing to them. In case any
such payment is disturbed by legal process or otherwise, appropriate further
adjustments shall be made.

         12.3. Relations Among Lenders.

         (A) Except with respect to the exercise of set-off rights of any Lender
in accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against any Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
or, as may be provided in this Agreement or the other Loan Documents, at the
direction of the Administrative Agent.

         (B) The Lenders are not partners or co-venturers, and no Lender shall
be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Administrative Agent) authorized to act for, any other Lender.
The Administrative Agent shall have the exclusive right on behalf of the Lenders
to enforce on the payment of the principal of and interest on any Loan after the
date such principal or interest has become due and payable pursuant to the terms
of this Agreement.

         12.4. Representations and Covenants Among Lenders. Each Lender
represents and covenants for the benefit of all other Lenders and the
Administrative Agent that such Lender is not satisfying and shall not satisfy
any of its obligations pursuant to this Agreement with any assets considered for
any purposes of ERISA or Section 4975 of the Code to be assets of or on behalf
of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of the Code,
regardless of whether subject to ERISA or Section 4975 of the Code.

         ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1. Successors and Assigns; Designated Lenders.

         (A) Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Administrative Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) no Borrower shall have the right to assign its
rights or obligations under the Loan Documents without the prior written consent
of each Lender, (ii) any assignment by any Lender must be made in compliance
with Section 13.3, and (iii) any transfer by Participants must be made in
compliance with Section 13.2. Any attempted assignment or transfer by any party
not made in

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compliance with this Section 13.1 shall be null and void, unless such attempted
assignment or transfer is treated as a participation in accordance with Section
13.3(B). The parties to this Agreement acknowledge that clause (ii) of this
Section 13.1 relates only to absolute assignments and this Section 13.1 does not
prohibit assignments creating security interests, including, without limitation
(x) any pledge or assignment by any Lender of all or any portion of its rights
under this Agreement and any promissory note issued hereunder to a Federal
Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any
promissory note issued hereunder to its trustee in support of its obligations to
its trustee or (z) any pledge or assignment by any Lender of all or any portion
of its rights under this Agreement and any promissory note issued hereunder to
direct or indirect contractual counterparties in interest rate swap agreements
relating to the Loans, but in all cases excluding credit default swaps;
provided, however, that no such pledge or assignment creating a security
interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of
Section 13.3. The Administrative Agent may treat the Person which made any
Revolving Loan or which holds any promissory note issued hereunder as the owner
thereof for all purposes hereof unless and until such Person complies with
Section 13.3; provided, however, that the Administrative Agent may in its
discretion (but shall not be required to) follow instructions from the Person
which made any Revolving Loan or which holds any promissory note issued
hereunder to direct payments relating to such Revolving Loan or promissory note
issued hereunder to another Person. Any assignee of the rights to any Revolving
Loan or any promissory note issued hereunder agrees by acceptance of such
assignment to be bound by all the terms and provisions of the Loan Documents.
Any request, authority or consent of any Person, who at the time of making such
request or giving such authority or consent is the owner of the rights to any
Loan (whether or not a promissory note has been issued hereunder in evidence
thereof), shall be conclusive and binding on any subsequent holder or assignee
of the rights to such Loan.

         (B) Designated Lenders.

                  (i)      Subject to the terms and conditions set forth in this
         Section 13.1(B), any Lender may from time to time elect to designate an
         Eligible Designee to provide all or any part of the Loans to be made by
         such Lender pursuant to this Agreement; provided that the designation
         of an Eligible Designee by any Lender for purposes of this Section
         13.1(B) shall be subject to the approval of the Administrative Agent
         (which consent shall not be unreasonably withheld or delayed). Upon the
         execution by the parties to each such designation of an agreement in
         the form of Exhibit L hereto (a "DESIGNATION AGREEMENT") and the
         acceptance thereof by the Administrative Agent, the Eligible Designee
         shall become a Designated Lender for purposes of this Agreement. The
         Designating Lender shall thereafter have the right to permit the
         Designated Lender to provide all or a portion of the Loans to be made
         by the Designating Lender pursuant to the terms of this Agreement and
         the making of the Loans or portion thereof shall satisfy the
         obligations of the Designating Lender to the same extent, and as if,
         such Loan was made by the Designating Lender. As to any Loan made by
         it, each Designated Lender shall have all the rights a Lender making
         such Loan would have under this Agreement and otherwise; provided, that
         (w) each Designated Lender shall comply with the provisions of Section
         2.14(E) to the same extent as if it were a Lender, (x) all voting
         rights under this Agreement shall be exercised solely by the
         Designating Lender in its

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         sole discretion, (y) each Designating Lender shall remain solely
         responsible to the other parties hereto for its obligations under this
         Agreement, including the obligations of a Lender in respect of Loans
         made by its Designated Lender and (z) no Designated Lender shall be
         entitled to reimbursement under Section 2.14(E), Article IV or Section
         10.7 hereof for any amount which would exceed the amount that would
         have been payable by any Borrower to the Lender from which the
         Designated Lender obtained any interests hereunder. No additional
         promissory notes shall be required to be issued hereunder with respect
         to Loans provided by a Designated Lender; provided, however, to the
         extent any Designated Lender shall advance funds, the Designating
         Lender shall be deemed to hold the promissory notes issued hereunder in
         its possession as an administrative agent for such Designated Lender to
         the extent of the Loan funded by such Designated Lender. Such
         Designating Lender shall act as an administrative agent for its
         Designated Lender and give and receive notices and communications
         hereunder. Any payments for the account of any Designated Lender shall
         be paid to its Designating Lender as administrative agent for such
         Designated Lender and neither the Company nor the Administrative Agent
         shall be responsible for any Designating Lender's application of such
         payments. In addition, any Designated Lender may (1) with notice to,
         but without the consent of the Company or the Administrative Agent,
         assign all or portions of its interests in any Loans to its Designating
         Lender or to any financial institution consented to by the
         Administrative Agent providing liquidity and/or credit facilities to or
         for the account of such Designated Lender and (2) subject to advising
         any such Person that such information is to be treated as confidential
         in accordance with Section 13.4, disclose on a confidential basis any
         non-public information relating to its Loans to any rating agency,
         commercial paper dealer or provider of any guarantee, surety or credit
         or liquidity enhancement to such Designated Lender.

                  (ii)     Each party to this Agreement hereby agrees that it
         shall not institute against, or join any other Person in instituting
         against, any Designated Lender any bankruptcy, reorganization,
         arrangement, insolvency or liquidation proceeding or other proceedings
         under any federal or state bankruptcy or similar law for one year and a
         day after the payment in full of all outstanding senior indebtedness of
         any Designated Lender; provided that the Designating Lender for each
         Designated Lender hereby agrees to indemnify, save and hold harmless
         each other party hereto for any loss, cost, damage and expense arising
         out of its inability to institute any such proceeding against such
         Designated Lender. This Section 13.1(B) shall survive the termination
         of this Agreement.

         13.2. Participations.

         (A) Permitted Participants; Effect. Any Lender may at any time sell to
one or more banks or other entities ("PARTICIPANTS") participating interests in
any Revolving Credit Obligations of such Lender, any promissory note issued
hereunder held by such Lender, any Revolving Loan Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Revolving Credit
Obligations and the

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holder of any promissory note issued to it hereunder in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrowers under
this Agreement shall be determined as if such Lender had not sold such
participating interests, and the Borrowers and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under the Loan Documents.

         (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Revolving Loan Commitment in which such
Participant has an interest which would require consent of all of the Lenders
pursuant to the terms of Section 9.3.

         (C) Benefit of Certain Provisions. Each Borrower agrees that each
Participant shall be deemed to have the right of setoff provided in Section 12.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 12.1 with respect to
the amount of participating interests sold to each Participant. The Lenders
agree to share with each Participant, and each Participant, by exercising the
right of setoff provided in Section 12.1, agrees to share with each Lender, any
amount received pursuant to the exercise of its right of setoff, such amounts to
be shared in accordance with Section 12.2 as if each Participant were a Lender.
Each Borrower further agrees that each Participant shall be entitled to the
benefits of Section 2.14(E), Article IV and Section 10.7 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section 13.3, provided that (i) a Participant shall not be entitled to receive
any greater payment under Section 2.14(E), Article IV or Section 10.7 than the
Lender who sold the participating interest to such Participant would have
received had it retained such interest for its own account, unless the sale of
such interest to such Participant is made with the prior written consent of the
Company and (ii) any Participant agrees to comply with the provisions of Section
2.14(E) and Article IV to the same extent as if it were a Lender.

         13.3. Assignments.

         (A) Permitted Assignments. Any Lender may at any time assign to one or
more banks or other entities ("PURCHASERS") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be evidenced by an
agreement substantially in the form of Exhibit D or in such other form as may be
agreed to by the parties thereto (each such agreement, an "ASSIGNMENT
AGREEMENT"). Each such assignment with respect to a Purchaser which is not a
Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise
consented to in writing by the Administrative Agent and, so long as no Default
has occurred and is continuing, the Company, either be in an amount equal to the
entire applicable Revolving Loan Commitment and Revolving Credit Obligations of
the assigning Lender or (unless each of the Company and the Administrative Agent
otherwise consents) be in an aggregate amount not less than $5,000,000. The
amount of the assignment shall be based on the Revolving Loan Commitment and
Revolving Credit Obligations subject to the assignment, determined as of the
date of such assignment or as of the "Trade Date," if the "Trade Date" is
specified in the Assignment Agreement.

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         (B) Consents. The consent of the Company shall be required prior to an
assignment becoming effective unless the Purchaser is a Lender, an Affiliate of
a Lender or an Approved Fund, provided that the consent of the Company shall not
be required if a Default has occurred and is continuing. The consent of the
Administrative Agent shall be required prior to an assignment becoming effective
unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund.
Any consent required under this Section 13.3(B) shall not be unreasonably
withheld or delayed.

         (C) Effect; Effective Date. Upon (i) delivery to the Administrative
Agent of an Assignment Agreement, together with any consents required by
Sections 13.3(A) and 13.3(B), and (ii) payment of a $3,500 fee to the
Administrative Agent for processing such assignment (unless such fee is waived
by the Administrative Agent or unless such assignment is made to such assigning
Lender's Affiliate), such assignment shall become effective on the effective
date specified in such assignment. The Assignment Agreement shall contain a
representation and warranty by the Purchaser to the effect that none of the
funds, money, assets or other consideration used to make the purchase and
assumption of the Revolving Loan Commitment and Revolving Credit Obligations
under the applicable Assignment Agreement constitutes "plan assets" as defined
under ERISA and that the rights, benefits and interests of the Purchaser in and
under the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by or on
behalf of the Lenders and shall have all the rights, benefits and obligations of
a Lender under the Loan Documents, to the same extent as if it were an original
party thereto, and the transferor Lender shall be released with respect to the
Revolving Credit Obligations assigned to such Purchaser without any further
consent or action by the Borrowers, the Lenders or the Administrative Agent. In
the case of an assignment covering all of the assigning Lender's rights,
benefits and obligations under this Agreement, such Lender shall cease to be a
Lender hereunder but shall continue to be entitled to the benefits of, and
subject to, those provisions of this Agreement and the other Loan Documents
which survive payment of the Obligations and termination of the Loan Documents.
Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 13.3 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 Section 13.2. Upon the consummation of
any assignment to a Purchaser pursuant to this Section 13.3(C), the transferor
Lender, the Administrative Agent and the Borrowers shall, if the transferor
Lender or the Purchaser desires that its Loans be evidenced by promissory notes,
make appropriate arrangements so that, upon cancellation and surrender to the
Borrowers of the previously issued promissory notes (if any) held by the
transferor Lender, new promissory notes issued hereunder or, as appropriate,
replacement promissory notes are issued to such transferor Lender, if
applicable, and new promissory notes or, as appropriate, replacement promissory
notes, are issued to such Purchaser, in each case in principal amounts
reflecting their respective Revolving Loan Commitments (or, if the Revolving
Loan Termination Date has occurred, their respective Revolving Credit
Obligations), as adjusted pursuant to such assignment.

         (D) The Register. The Administrative Agent, acting solely for this
purpose as an Administrative Agent of the Borrowers (and the Borrowers hereby
designate the Administrative Agent to act in such capacity), shall maintain at
one of its offices in Chicago, Illinois a copy of each Assignment and Assumption
delivered to it and a register (the "REGISTER") for the

                                       99
<PAGE>

recordation of the names and addresses of the Lenders, and the Revolving Loan
Commitments of, and principal amounts of and interest on the Loans owing to,
each Lender pursuant to the terms hereof from time to time and whether such
Lender is an original Lender or assignee of another Lender pursuant to an
assignment under this Section 13.3. The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

         13.4. Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Designated Lender, Participant or Purchaser or any
other Person acquiring an interest in the Loan Documents by operation of law
(each a "TRANSFEREE") and any prospective Transferee any and all information in
such Lender's possession concerning the creditworthiness of the Company and its
Subsidiaries; provided, that each Transferee and prospective Transferee agrees
to be bound in writing by Section 10.9 of this Agreement.

         13.5. Tax Certifications. If any interest in any Loan Document is
transferred to any Transferee, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 2.14(E) and Article IV.

                              ARTICLE XIV: NOTICES

         14.1. Giving Notice. Except as otherwise permitted by Section 2.13 with
respect to Borrowing/Election Notices, all notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and shall be given to
such party: (x) in the case of any Borrower, the Lenders or the Administrative
Agent, at its address or facsimile number set forth on the signature pages
hereof (or, with respect to any Lender which is not a party hereto as of the
Closing Date, at its address or facsimile number set forth in any Assignment
Agreement or Commitment and Acceptance) or (y) in the case of any party, at such
other address or facsimile number as such party may hereafter specify for the
purpose by notice to the Administrative Agent and the Company in accordance with
the provisions of this Section 14.1. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, seventy-two (72) hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Administrative Agent under Article
II shall not be effective until received.

         14.2. Change of Address. Each of the Borrowers and the Administrative
Agent may change the address for service of notice upon it by a notice in
writing to the other parties hereto, including, without limitation, each Lender.
Each Lender may change the address for service of notice upon it by a notice in
writing to the Company and the Administrative Agent.

                                       100
<PAGE>

                            ARTICLE XV: COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart.

               The remainder of this page is intentionally blank.

                                       101
<PAGE>

                                                                    EXHIBIT 10.1

         IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                         STEELCASE INC., as the Borrower

                         By:    /s/ James P. Keane
                             ------------------------------------------
                         Name:  James P. Keane
                         Title: Senior Vice President, Chief Financial Officer

                         Address:
                         901 44th Street SE
                         Grand Rapids, MI 49508
                         Attention: Vice President, Finance and Treasurer
                         Telephone No.: (616) 247-2637
                         Facsimile No.: (616) 247-2374

                         With a copy to:
                         901 44th Street SE
                         Grand Rapids, MI 49508
                         Attention: Vice President, General Counsel

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         BANK ONE, NA (Main Office Chicago), as the
                         Administrative Agent, the Issuing Bank, the Swing Line
                         Bank and as a Lender

                         By: /s/ Thomas A. Gamm
                             ------------------------------------------
                         Name: Thomas A. Gamm
                         Title: Director

                         Address:
                         611 Woodward Avenue
                         Detroit, Michigan 48226
                         Attention: Thomas A. Gamm
                         Telephone No.: (313) 225-2531
                         Facsimile No.: (313) 226-0855
                         E-Mail: thomas_gamm@bankone.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         BANK OF AMERICA, N.A., as Syndication Agent and as a
                         Lender

                         By: /s/ Robert Mauriello
                             ------------------------------------------
                         Name: Robert Mauriello
                         Title: Principal

                         Address:
                         1850 Gateway Boulevard
                         CA4-706-05-09
                         Concord, CA 94520
                         Attention: Vilma Tong
                         Phone: (925) 675-7336
                         Fax: (888) 969-9285
                         E-mail: vilma.tong@bankofamerica.com

                         Original Documents to:
                         Sara A. Mitchell
                         100 North Tryon Street, 17th Floor
                         Charlotte, NC 28255
                         Phone: (704) 388-6420

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         BNP PARIBAS, as a Lender

                         By: /s/ Daniel Bresson
                             ------------------------------------------
                         Name: Daniel Bresson
                         Title: Responsable Clientele Entreprise

                         By: /s/ Yves Schenck
                             ------------------------------------------
                         Name: Yves Schenck
                         Title: Adjoint Responsable Gestion et Ressources
                                Humaines

                         Address:
                         2 Rue du Dome
                         67000 STRASBOURG
                         France
                         Attention: Jean-Georges Hirsch
                         Phone: 00 33 3 88 21 54 22
                         Fax: 00 33 3 88 21 53 61
                         E-Mail: jeangeorges.hirsch@bnpparibas.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         CREDIT LYONNAIS, as a Lender

                         By: /s/ Fabrice Carrier
                             ------------------------------------------
                         Name: Fabrice Carrier
                         Title: Head of Corporate Finance Department

                         Address:
                         Credit Lyonnais, DRE Alsace Lorraine
                         6 rue de l'Eglise
                         67000 STRASBOURG
                         France
                         Attention: Valerie Geiger
                         Phone: 03 88 75 33 33
                         Fax: 03 88 75 33 66
                         E-Mail: valerie.geiger@creditlyonnais.fr

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         SOCIETE GENERALE, as a Lender

                         By: /s/ Eric E.O. Siebert, Jr.
                            -------------------------------------------
                         Name: Eric E.O. Siebert, Jr.
                         Title: Managing Director

                         Address:
                         Societe Generale
                         181 W. Madison Street
                         Suite 3400
                         Chicago, IL 60602
                         Attention: Eric Siebert
                         Phone: (312) 578-5003
                         Fax: (312) 578-5099
                         E-Mail: eric.siebert@sgcib.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                                STANDARD FEDERAL BANK NATIONAL ASSOCIATION, as
                                a Lender

                                By: /s/ Thomas J. Ranville
                                    ------------------------------------------
                                Name: Thomas J. Ranville
                                Title: Senior Vice President

                                Address:
                                MO-935-00
                                P.O. Box 1701
                                40 Pearl NW
                                Grand Rapids, MI 49503-1707
                                Phone: (616) 451-7922
                                Fax: (616) 451-7909
                                E-Mail: tom.ranville@abnamro.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         FIFTH THIRD BANK (WESTERN MICHIGAN),
                         as a Lender

                         By: /s/ Seth W. Watson III
                             ------------------------------------------
                         Name: Seth W. Watson III
                         Title: Vice President

                         Address:
                         111 Lyon St. NW
                         MO RMOBIA
                         Grand Rapids, MI 49503-2495
                         Attention: Seth W. Watson III
                         Phone: (616) 653-5665
                         Fax: (616) 653-5830
                         E-Mail: seth.watson@53.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         NATEXIS BANQUES POPULAIRES, as a Lender

                         By: /s/ Pieter van Tulder
                             ------------------------------------------
                         Name: Pieter van Tulder
                         Title: Vice President & Manager

                         By: /s/ Nicolas Regent
                             ------------------------------------------
                         Name: Nicolas Regent
                         Title: Vice President

                         Address:
                         1251 Avenue of the Americas
                         New York, NY
                         Attention: Anne Ulrich
                         Phone: (212) 872-5102
                         Fax: (212) 872-5163
                         E-Mail: anne.ulrich@nyc.nxbp.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         THE NORTHERN TRUST COMPANY,
                         as a Lender

                         By: /s/ Peter R. Martinets
                             ------------------------------------------
                         Name: Peter R. Martinets
                         Title: Vice President

                         Address:
                         50 South LaSalle Street
                         Chicago, IL 60675
                         Attention: Peter Martinets
                         Phone: (312) 444-4569
                         Fax: (312) 630-6062
                         E-Mail: prm2@ntrs.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         BANQUE DE L'ECONOMIE DU
                         COMMERCE ET DE LA MONETIQUE
                         (BECM), as a Lender

                         By: /s/ Daniel Lartillerie
                             ------------------------------------------
                         Name: Daniel Lartillerie
                         Title: Director

                         By: /s/ Patrick Klein
                             ------------------------------------------
                         Name: Patrick Klein
                         Title: Charge d'Affaires

                         Address:
                         30 Eue Du Doubs
                         67943 STRASBOURG, Cedex 9
                         France
                         Attention: Daniel Lartillerie
                         Phone: 00 33 3 88 14 74 11
                         Fax: 00 33 3 88 14 74 00
                         E-Mail: LARTILDA@bccm.creditmutuel.fr

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         THE BANK OF NEW YORK COMPANY,
                         INC., as a Lender

                         By: /s/ M. Scott Donaldson
                             ------------------------------------------
                         Name: M. Scott Donaldson
                         Title: Assistant Vice President

                         Address:
                         1 Wall Street - 19th Floor
                         New York, NY 10286
                         Attention: S. Donaldson
                         Phone: (212) 635-1243
                         Fax: (212) 635-1208
                         E-Mail: sdonaldson@bankofny.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         JPMORGAN CHASE BANK, as a Lender

                         By: /s/ Beth Grossman
                             ------------------------------------------
                         Name: Beth Grossman
                         Title: Vice President

                         Address:
                         2 Chase Manhattan Plaza, 13th Floor
                         New York, NY 10081
                         Attention: Beth Grossman
                         Telephone No.: (212) 552-4538
                         Facsimile No.: (212) 552-1020
                         E-Mail: beth.grossman@jpmorgan.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         CCF, as a Lender

                         By: /s/ Alberto Calaresu
                             ------------------------------------------
                         Name: Alberto Calaresu
                         Title: Branch Manager

                         By: /s/ Georges Briffaut
                             ------------------------------------------
                         Name: Georges Briffaut
                         Title: Branch Vice Manager

                         Address:
                         11 Place Gutenberg
                         67000 STRASBOURG
                         France
                         Phone: 03 88 37 82 00
                         Fax: 03 88 22 69 37
                         E-Mail: suc-strasbourg@ccf.fr

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         ROYAL BANK OF CANADA, ACTING
                         THROUGH ITS NEW YORK BRANCH, as a Lender

                         By: /s/ Chris Abe
                             ------------------------------------------
                         Name: Chris Abe
                         Title: Manager

                         Address:
                         One Liberty Plaza
                         New York, NY 10006-1404
                         Attention: Nigel Delph
                         Phone: (212) 428-6249
                         Fax: (212) 428-2319
                         E-Mail: Nigel.Delph@rbccm.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                         COOPERATIEVE CENTRALE
                         RAIFFEISEN-BOERENLEENBANK B.A.,
                         "RABOBANK INTERNATIONAL" NEW YORK
                         BRANCH, as a Lender

                         By: /s/ Eric Hurshman
                             ------------------------------------------
                         Name: Eric Hurshman
                         Title: Executive Director

                         By: /s/ Robert S. Bucklin
                             ------------------------------------------
                         Name: Robert S. Bucklin
                         Title: Chief Corporate Banking Officer

                         Address:
                         245 Park Avenue
                         New York, NY 10167
                         Attention: Brett Delfino
                         Phone: (212) 916-3743
                         Fax: (212) 916-7880
                         E-mail: brett.delfino@nyc.rabobank.com

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

                                    EXHIBIT A

                                       TO

                                CREDIT AGREEMENT

                           REVOLVING LOAN COMMITMENTS

<TABLE>
<CAPTION>
                          LENDER                                           REVOLVING LOAN COMMITMENT
                          ------                                           -------------------------
<S>                                                                        <C>
Bank One, NA (Main Office Chicago)                                               $ 21,000,000
Bank of America, N.A.                                                            $ 21,000,000
BNP Paribas                                                                      $ 21,000,000
Credit Lyonnais                                                                  $ 20,000,000
Societe General                                                                  $ 20,000,000
Standard Federal Bank National Association                                       $ 17,500,000
Fifth Third Bank (Western Michigan)                                              $ 16,500,000
Natexis Banques Populaires                                                       $ 16,500,000
The Northern Trust Company                                                       $ 16,500,000
Banque de l'Economie du Commerce et de la Monetique (BECM)                       $ 13,500,000
The Bank of New York, Inc.                                                       $ 13,500,000
JPMorgan Chase Bank                                                              $ 13,500,000
CCF                                                                              $ 13,500,000
Royal Bank of Canada, acting through its New York Branch                         $ 13,500,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,                            $ 12,500,000
"Rabobank International" New York Branch
TOTAL                                                                            $250,000,000
</TABLE>

                                       A-1
<PAGE>

                                   EXHIBIT A-1

                                       TO

                                CREDIT AGREEMENT

                          EUROCURRENCY PAYMENT OFFICES

<TABLE>
<CAPTION>
AGREED CURRENCY                                       EUROCURRENCY PAYMENT OFFICE
---------------                                       ---------------------------
<S>                                         <C>
EURO                                        Bank One, NA London
                                            London England
                                            SWIFT ADDRESS: FNBCGB2X
                                            Account Number: 7170610EUR5001
                                            Account Name: Bank One Loan Services
</TABLE>

<TABLE>
<CAPTION>
AGREED CURRENCY                                        U.S. DOLLAR PAYMENT OFFICE
---------------                                        --------------------------
<S>                                         <C>
DOLLARS                                     Bank One, NA
                                            Chicago, Illinois 60670
                                            FED ABA: 071 000 013
                                            Account Number: 4811-5286-0000
                                            Account Name: Loan Processing DP
                                            Account Address: 1 Bank One Plaza, Suite IL1-0665
                                                             Chicago, IL 60670-0665
</TABLE>

                                      A-1-1

<PAGE>

                                    EXHIBIT B

                                       TO

                                CREDIT AGREEMENT

                        FORM OF BORROWING/ELECTION NOTICE

TO:      Bank One, NA (Main Office Chicago), as the "Administrative Agent" under
         that certain Credit Agreement, dated as of July 29, 2003, by and among
         Steelcase Inc., a Michigan corporation (the "COMPANY"), the "Subsidiary
         Borrowers" from time to time parties thereto (and together with the
         Company, the "BORROWERS"), the institutions from time to time parties
         thereto as "Lenders", the Administrative Agent and Bank of America,
         N.A., as "Syndication Agent" (as the same may be amended, restated,
         supplemented or otherwise modified from time to time, the "CREDIT
         AGREEMENT").

                           The Company hereby gives to the Administrative Agent
         a Borrowing/Election Notice pursuant to [Section 2.1] [Section 2.2]
         [Section 2.7] [Section 2.9] of the Credit Agreement [on behalf of
         _____________________ (the "APPLICABLE SUBSIDIARY BORROWER")](1) and
         hereby requests to borrow [on behalf of the Applicable Subsidiary
         Borrower] on ______________ (the "BORROWING DATE"):

                  (a) from the Lenders, on a pro rata basis, an aggregate
                  principal Dollar Amount of $_________ in Revolving Loans as:

                           1. [ ] a Floating Rate Advance (in Dollars)

                           2. [ ] a Eurocurrency Rate Advance with the following
                                  characteristics:

                                  Interest Period of ___________ month(s)

                                  Agreed Currency: [Dollars] [euro]

                  (b) from the Swing Line Bank a Swing Line Loan in the
                  principal Dollar Amount of $____________ as:

                           1. [ ] a Floating Rate Advance (in Dollars)

                           2. [ ] a Swing Line Loan with the following
                                  characteristics:

                                  Agreed Currency: [Dollars] [euro]

--------------------
(1)      Insert name of any applicable Subsidiary Borrower.

                                       B-1
<PAGE>

                           Agreed interest rate of ____% per annum

                  The undersigned hereby certifies to the Administrative Agent
and the Lenders that: (i) no Default or Unmatured Default has occurred and is
continuing on the date hereof or on the Borrowing Date or will result from the
making of the proposed Loans; (ii) the representations and warranties of the
undersigned contained in Article VI of the Credit Agreement are and shall be
true and correct in all material respects on and as of the date hereof and on
and as of the Borrowing Date (unless, on either such date, such representation
and warranty is made as of a specific date, in which case, such representation
and warranty shall be true in all material respects as of such date; it being
understood and agreed that the representations and warranties set forth in
Sections 6.5, 6.7 and 6.21 are made only as of the Closing Date); (iii) the
Dollar Amount of the Revolving Credit Obligations do not, and after making the
Loan[s] requested herein would not, exceed the Aggregate Revolving Loan
Commitment; and (iv) all other relevant conditions set forth in Article V of the
Credit Agreement have been satisfied.

                                       B-2
<PAGE>

                  Unless otherwise defined herein, terms defined in the Credit
Agreement shall have the same meanings in this Borrowing/Election Notice.

Dated: ______________                 STEELCASE INC.[, ON BEHALF OF
                                      ________________________], as
                                      the Company

                                      By: ________________________
                                      Name:
                                      Title:

                                       B-3
<PAGE>

                                    EXHIBIT C

                                       TO

                                CREDIT AGREEMENT

                      FORM OF REQUEST FOR LETTER OF CREDIT

TO:      Bank One, NA (Main Office Chicago), as the "Administrative Agent" under
         that certain Credit Agreement, dated as of July 29, 2003, by and among
         Steelcase Inc., a Michigan corporation (the "COMPANY"), the "Subsidiary
         Borrowers" from time to time parties thereto, the institutions from
         time to time parties thereto as "Lenders", the Administrative Agent and
         Bank of America, N.A., as "Syndication Agent" (as the same may be
         amended, restated, supplemented or otherwise modified from time to
         time, the "CREDIT AGREEMENT").

                  Pursuant to Section 3.4 of the Credit Agreement, the Company
hereby gives to the Issuing Bank a request for issuance of a Letter of Credit on
behalf of Company for the benefit of (2), in the Dollar Amount of $_________,
with an effective date of ______________ (the "EFFECTIVE DATE") and an expiry
date of ______________. The Agreed Currency requested for such Letter of Credit
is [Dollars] [euro].

[Insert or attach any applicable instructions and /or conditions].

                  The undersigned hereby certifies that: (i) no Default or
Unmatured Default has occurred and is continuing on the date hereof or on the
Effective Date or will result from the issuance of the requested Letter of
Credit; (ii) the representations and warranties of the undersigned contained in
Article VI of the Credit Agreement are and shall be true and correct in all
material respects on and as of the date hereof and on and as of the Effective
Date (unless, on either such date, such representation and warranty is made as
of a specific date, in which case, such representation and warranty shall be
true in all material respects as of such date; it being understood and agreed
that the representations and warranties set forth in Sections 6.5, 6.7 and 6.21
are made only as of the Closing Date); (iii) the Dollar Amount of the Revolving
Credit Obligations do not, and after issuing the Letter of Credit requested
hereby would not, exceed the Aggregate Revolving Loan Commitment; and (iv) all
other relevant conditions set forth in Section 3.4 and Article V of the Credit
Agreement have been satisfied.

----------------------------
(2)      Insert name of beneficiary

                                      C-1

<PAGE>

         Unless otherwise defined herein, terms defined in the Credit Agreement
shall have the same meanings in this Request for Letter of Credit.

Dated: ______________                STEELCASE INC., as the Company

                                     By: ________________________
                                     Name:
                                     Title:

                                       C-2
<PAGE>

                                    EXHIBIT D

                                       TO

                                CREDIT AGREEMENT

                          FORM OF ASSIGNMENT AGREEMENT

         This Assignment Agreement (the "ASSIGNMENT AGREEMENT") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee] (the
"ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the "Credit Agreement" identified below, receipt of a
copy of which is hereby acknowledged by the Assignee. The Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment Agreement as if set forth
herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, the interest in and to all of the
Assignor's rights and obligations in its capacity as a Lender under the Credit
Agreement and any other documents or instruments delivered pursuant thereto that
represents the amount and percentage interest identified below of all of the
Assignor's outstanding rights and obligations under the respective facilities
identified below (including, without limitation, any letters of credit,
guaranties and swingline loans included in such facilities and, to the extent
permitted to be assigned under applicable law, all claims (including without
limitation contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity), suits, causes of action and any other
right of the Assignor against any Person whether known or unknown arising under
or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the
"ASSIGNED INTEREST"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment Agreement, without
representation or warranty by the Assignor.

1.       Assignor:        ____________________________________________

2.       Assignee:        ____________________________________________[and is an
                          Affiliate/Approved Fund of [identify Lender]](3)

------------------
(3)      Select as applicable.

                                      D-1
<PAGE>

3.       Company:         Steelcase Inc.

4.       Administrative   Bank One, NA (Main Office Chicago), as the
         Agent:           Administrative Agent under the Credit Agreement

5.       Credit           The Credit Agreement, dated as of July 29, 2003, by
         Agreement        and among Steelcase Inc., a Michigan corporation (the
                          "COMPANY"), the "Subsidiary Borrowers" from time to
                          time parties thereto, the institutions from time to
                          time parties thereto as "Lenders", Bank One (Main
                          Office Chicago), as "Administrative Agent", and Bank
                          of America, N.A., as "Syndication Agent" (as the same
                          may be amended, restated, supplemented or otherwise
                          modified from time to time, the "CREDIT AGREEMENT").

6.       Assigned
         Interest:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                           Aggregate Dollar Amount        Dollar Amount of
                              of Revolving Loan            Revolving Loan            Percentage Assigned
                          Commitment/Loans for all        Commitment/Loans            of Revolving Loan
Facility Assigned                 Lenders*                    Assigned*              Commitment/Loans(4)
--------------------------------------------------------------------------------------------------------
<S>                       <C>                             <C>                        <C>
============ (5)          $                               $                          _______%

--------------------------------------------------------------------------------------------------------
============              $                               $                          _______%
--------------------------------------------------------------------------------------------------------
============              $                               $                          _______%
--------------------------------------------------------------------------------------------------------
</TABLE>

6.       Trade Date:      ______________________________________________ (6)

Effective Date: ____________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE
ADMINISTRATIVE AGENT.]

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

*        Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

(4)      Set forth, to at least 9 decimals, as a percentage of the Revolving
Loan Commitment or Loans of all Lenders thereunder.

(5)      Fill in the appropriate terminology for the types of facilities under
the Credit Agreement that are being assigned under this Assignment Agreement.

(6)      Insert if satisfaction of minimum amounts is to be determined as of the
Trade Date.

                                       D-2
<PAGE>

The terms set forth in this Assignment Agreement are hereby agreed to:

                                      ASSIGNOR
                                      [NAME OF ASSIGNOR]

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      ASSIGNEE
                                      [NAME OF ASSIGNEE]

                                      By: ___________________________________
                                          Name:
                                          Title:

[Consented to and](7) Accepted:

BANK ONE, NA (MAIN OFFICE CHICAGO),
as Administrative Agent

By: ___________________________
    Name:
    Title:

[Consented to:

STEELCASE INC., as the Company
By:
    Name:
    Title:](8)

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

(7)      To be added only if the consent of the Administrative Agent is required
by the terms of the Credit Agreement.

(8)      To be added only if the consent of the Company is required by the terms
of the Credit Agreement.

                                       D-3
<PAGE>

                                     ANNEX 1
                            TERMS AND CONDITIONS FOR
                              ASSIGNMENT AGREEMENT

                  1. Representations and Warranties.

                  1.1 Assignor. The Assignor represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment Agreement and to consummate the transactions
contemplated hereby. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency, perfection, priority, collectibility,
or value of the Loan Documents, (iii) the financial condition of the Company,
any of its Subsidiaries or Affiliates or any other Person obligated in respect
of any Loan Document, (iv) the performance or observance by the Company, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document, (v) inspecting any of the property, books
or records of the Company, or any guarantor, or (vi) any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Loans or
the Loan Documents.

                  1.2. Assignee. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment Agreement and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iii) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1 to this
Assignment Agreement, (iv) confirms that none of the funds, monies, assets or
other consideration being used to make the purchase and assumption hereunder are
"plan assets" as defined under ERISA and that its rights, benefits and interests
in and under the Loan Documents will not be "plan assets" under ERISA, (v)
agrees to indemnify and hold the Assignor harmless against all losses, costs and
expenses (including, without limitation, reasonable attorneys' fees) and
liabilities incurred by the Assignor in connection with or arising in any manner
from the Assignee's non-performance of the obligations assumed under this
Assignment Agreement, (vi) it has received a copy of the Credit Agreement,
together with copies of financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender, and (vii) attached as Schedule 1 to this Assignment Agreement is any
documentation required to be delivered by the Assignee with respect to its tax
status pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee and (b) agrees (i) that it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents and (ii) that it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

                                       D-4
<PAGE>

                  2. Payments. The Assignee shall pay the Assignor, on the
Effective Date, the Dollar Amount agreed to by the Assignor and the Assignee.
From and after the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued
to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date.

                  3. General Provisions. This Assignment Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment Agreement may be executed in
any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment Agreement. This Assignment Agreement shall be
governed by, and construed in accordance with, the internal laws (including 735
ILCS Section 105/5-1 et seq. but otherwise without regard to the conflicts of
law provisions) of the State of Illinois.

                                       D-5
<PAGE>

                               SCHEDULE 1 - PART I

                          ADMINISTRATIVE QUESTIONNAIRE

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

    (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
      (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)

                                       D-6
<PAGE>

                              SCHEDULE 1 - PART II

            U.S. AND NON-U.S. TAX INFORMATION REPORTING REQUIREMENTS

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

    (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
      (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)

                                       D-7
<PAGE>

                                    EXHIBIT E
                                       TO
                                CREDIT AGREEMENT

         FORM OF OPINION OF ASSISTANT GENERAL COUNSEL TO STEELCASE INC.
                                       AND
   FORM OF OPINION OF WINSTON & STRAWN LLP, SPECIAL COUNSEL TO STEELCASE INC.

                             [Intentionally Omitted]

                                       E-1
<PAGE>

                                    EXHIBIT F
                                       TO
                                CREDIT AGREEMENT

                            LIST OF CLOSING DOCUMENTS

                                    Attached

                                       F-1
<PAGE>

                                  $250,000,000

                                 STEELCASE INC.
                                 CREDIT FACILITY

                                  July 29, 2003

                           LIST OF CLOSING DOCUMENTS(9)

                          ARTICLE XVI: LOAN DOCUMENTS

         16.1. Credit Agreement (the "CREDIT AGREEMENT") by and among Steelcase
Inc., a Michigan corporation (the "COMPANY"), the "Subsidiary Borrowers" from
time to time parties thereto, the institutions from time to time parties thereto
as "Lenders", Bank One, NA (Main Office Chicago), in its capacity as
"Administrative Agent", and Bank of America, N.A., in its capacity as
"Syndication Agent", evidencing a $250,000,000 revolving credit facility.

                                    EXHIBITS

<TABLE>
<S>                 <C>        <C>
Exhibit A           --         Revolving Loan Commitments
Exhibit A-1         --         Eurocurrency Payment Offices
Exhibit B           --         Form of Borrowing/Election Notice
Exhibit C           --         Form of Request for Letter of Credit
Exhibit D           --         Form of Assignment Agreement
Exhibit E           --         Form of Company's and Subsidiary Guarantors'
                               Counsel's Opinion
Exhibit F           --         List of Closing Documents
Exhibit G           --         Form of Officer's Certificate
Exhibit H           --         Form of Compliance Certificate
Exhibit I           --         Form of Subsidiary Guaranty
Exhibit J           --         Form of Revolving Loan Note
Exhibit K           --         Form of Assumption Letter
Exhibit L           --         Form of Designation Agreement
Exhibit M           --         Form of Commitment and Acceptance
</TABLE>

----------------------------
(9)      Each capitalized term used herein and not defined herein shall have the
meaning assigned to such term in the Credit Agreement. Items appearing in BOLD
AND ITALICS shall be prepared and/or provided by the Company and/or the
Company's counsel, as appropriate.

                                       F-2
<PAGE>

                                    SCHEDULES

<TABLE>
<CAPTION>
PRICING SCHEDULE
<S>                       <C>        <C>
SCHEDULE 6.21             --         NEGATIVE AND EQUAL AND RATABLE PLEDGE CLAUSES
SCHEDULE 7.3(A)(i)        --         PERMITTED EXISTING NON-GUARANTOR SUBSIDIARY INDEBTEDNESS
SCHEDULE 7.3(C)(ii)       --         PERMITTED EXISTING LIENS
SCHEDULE 7.3(D)(vi)       --         PERMITTED EXISTING NON-OBLIGOR SUBSIDIARY INVESTMENTS
SCHEDULE 7.3(D)(ix)       --         PERMITTED EXISTING ADDITIONAL INVESTMENTS
</TABLE>

         16.2. Revolving Loan Notes, to the extent requested under Section
2.12(D) of the Credit Agreement, executed by the Company in favor of each
requesting Lender.

         16.3. Subsidiary Guaranty executed by each Subsidiary Guarantor
identified on Appendix A hereto (each, an "INITIAL SUBSIDIARY GUARANTOR"),
except for Steelcase SAS, in favor of the Administrative Agent for the benefit
of the Holders of Obligations.

         16.4. First Demand Guarantee executed by Steelcase SAS in favor of the
Administrative Agent for the benefit of the Holders of Obligations.

                       ARTICLE XVII: CORPORATE DOCUMENTS

         17.1. CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE
COMPANY CERTIFYING (i) THAT THERE HAVE BEEN NO CHANGES IN THE CERTIFICATE OF
INCORPORATION OF THE COMPANY SINCE THE DATE OF THE MOST RECENT CERTIFICATION
THEREOF BY THE SECRETARY OF STATE OF MICHIGAN (AN ORIGINAL OF WHICH IS ATTACHED
THERETO), (ii) THE BY-LAWS, AS ATTACHED THERETO, OF THE COMPANY AS IN EFFECT ON
THE DATE OF SUCH CERTIFICATION, (iii) RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE COMPANY AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH LOAN
DOCUMENT TO WHICH IT IS A PARTY, AND (iv) THE NAMES AND TRUE SIGNATURES OF THE
INCUMBENT OFFICERS OF THE COMPANY AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY AND TO REQUEST BORROWINGS UNDER THE CREDIT AGREEMENT.

         17.2. GOOD STANDING CERTIFICATE FOR THE COMPANY FROM THE SECRETARY OF
STATE OF MICHIGAN.

         17.3. CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF EACH
INITIAL SUBSIDIARY GUARANTOR CERTIFYING (i) THAT THERE HAVE BEEN NO CHANGES IN
THE CERTIFICATE OF INCORPORATION (OR ANALOGOUS CONSTITUENT DOCUMENT) OF SUCH
INITIAL SUBSIDIARY GUARANTOR SINCE THE DATE OF THE MOST RECENT CERTIFICATION
THEREOF BY THE SECRETARY OF STATE (OR ANALOGOUS CERTIFYING AUTHORITY) OF ITS
JURISDICTION OF ORGANIZATION (AS IDENTIFIED ON APPENDIX A HERETO), (ii) THE
BY-LAWS (OR ANALOGOUS ORGANIZATIONAL DOCUMENT), AS ATTACHED THERETO, OF SUCH
INITIAL SUBSIDIARY GUARANTOR AS IN EFFECT ON THE DATE OF SUCH CERTIFICATION,
(iii) RESOLUTIONS OF THE BOARD OF DIRECTORS (OR ANALOGOUS GOVERNING BODY) OF
SUCH INITIAL SUBSIDIARY GUARANTOR AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, AND (iv) THE NAMES AND
TRUE SIGNATURES OF THE INCUMBENT OFFICERS OF SUCH INITIAL SUBSIDIARY GUARANTOR
AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH IT IS A PARTY.

                                       F-3
<PAGE>

         17.4. GOOD STANDING CERTIFICATE (OR THE EQUIVALENTS THEREOF) FOR EACH
INITIAL SUBSIDIARY GUARANTOR FROM THE SECRETARY OF STATE (OR ANALOGOUS
CERTIFYING AUTHORITY) OF ITS RESPECTIVE JURISDICTION OF ORGANIZATION AND ANY
OTHER JURISDICTION IDENTIFIED ON APPENDIX A HERETO.

                            ARTICLE XVIII: OPINIONS

         18.1. OPINION OF WINSTON & STRAWN, SPECIAL OUTSIDE COUNSEL FOR THE
COMPANY AND THE INITIAL SUBSIDIARY GUARANTORS.

         18.2. OPINION OF DANIEL J. BRONDYK, IN-HOUSE COUNSEL FOR THE COMPANY
AND THE INITIAL SUBSIDIARY GUARANTORS.

         18.3. OPINION OF WINSTON & STRAWN, SPECIAL FRENCH COUNSEL FOR STEELCASE
SAS.

               ARTICLE XIX: CLOSING CERTIFICATES AND MISCELLANEOUS

         19.1. WRITTEN MONEY TRANSFER INSTRUCTION.(10)

         19.2. A CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OR TREASURER
OF THE COMPANY, (a) STATING THAT ON THE CLOSING DATE (BOTH BEFORE AND AFTER
GIVING EFFECT TO THE LOANS MADE AND/OR LETTERS OF CREDIT ISSUED THEREON) ALL THE
REPRESENTATIONS IN THE CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AND NO DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING AND
(b) DEMONSTRATING THAT ON THE CLOSING DATE, (i) THE TOTAL ASSETS OF ALL
NON-OBLIGOR SUBSIDIARIES DO NOT EXCEED TWENTY-FIVE PERCENT (25%) OF THE
COMPANY'S CONSOLIDATED ASSETS, DETERMINED AS OF THE END OF THE COMPANY'S MOST
RECENTLY COMPLETED FISCAL YEAR, AND (ii) THE TOTAL SALES OF ALL NON-OBLIGOR
SUBSIDIARIES DO NOT EXCEED TWENTY-FIVE PERCENT (25%) OF THE COMPANY'S
CONSOLIDATED SALES, DETERMINED AS OF THE END OF THE COMPANY'S MOST RECENTLY
COMPLETED FISCAL YEAR.

         19.3. AN OPENING COMPLIANCE CERTIFICATE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT H TO THE CREDIT AGREEMENT, SIGNED BY THE COMPANY'S CHIEF FINANCIAL
OFFICER OR TREASURER, BUT SOLELY DEMONSTRATING COMPLIANCE WITH THE PROVISIONS OF
SECTION 7.4 TO THE CREDIT AGREEMENT AS OF THE END OF THE FISCAL QUARTER ENDING
MAY 30, 2003.

         19.4. A CERTIFICATE, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT, SIGNED BY AN AUTHORIZED OFFICER OF THE COMPANY, (a)
IDENTIFYING AND DESCRIBING THE OWNERSHIP OF THE SUBSIDIARIES OF THE COMPANY AS
OF THE CLOSING DATE AND (b) IDENTIFYING AND ATTACHING THE INVESTMENT POLICY OF
THE COMPANY AS IN EFFECT ON THE CLOSING DATE.

         19.5. PAYOFF LETTER TERMINATING THE PRIOR CREDIT AGREEMENT.

----------------------------
(10)     To be kept on file with the Administrative Agent.

                                       F-4
<PAGE>

                                   APPENDIX A

                          INITIAL SUBSIDIARY GUARANTORS

<TABLE>
<CAPTION>
                                                  JURISDICTION OF ORGANIZATION AND OTHER
NAME OF INITIAL SUBSIDIARY GUARANTOR                 GOOD STANDING JURISDICTIONS*
<S>                                               <C>
Anderson Desk, Inc.                                            California
----------------------------------------------------------------------------------------
Attwood Corporation                                              Michigan
----------------------------------------------------------------------------------------
Brayton International Inc.                                    North Carolina
----------------------------------------------------------------------------------------
Custom Cable Industries, Inc.                                     Florida
----------------------------------------------------------------------------------------
Greensteel, Inc.                                                 Delaware
                                                                 Georgia*
----------------------------------------------------------------------------------------
IDEO Product Development Inc.                                    Michigan
                                                                California*
----------------------------------------------------------------------------------------
Metropolitan Furniture Corporation                              California
----------------------------------------------------------------------------------------
Office Details Inc.                                              Michigan
----------------------------------------------------------------------------------------
PolyVision Corporation                                           New York
                                                                 Georgia*
----------------------------------------------------------------------------------------
Posterloid Corporation                                           Delaware
----------------------------------------------------------------------------------------
Revest Inc.                                                        Texas
                                                                 Georgia*
----------------------------------------------------------------------------------------
Steelcase Development Corporation                                Michigan
----------------------------------------------------------------------------------------
Steelcase Europe, L.L.C.                                         Michigan
----------------------------------------------------------------------------------------
Steelcase Financial Services Inc.                                Michigan
----------------------------------------------------------------------------------------
Steelcase SAS                                                     France
----------------------------------------------------------------------------------------
The Design Tex Group Inc.                                        Michigan
                                                                 New York*
----------------------------------------------------------------------------------------
</TABLE>

* -- denotes a jurisdiction other than the Initial Subsidiary Guarantor's
jurisdiction of organization

                                       F-5
<PAGE>

                                    EXHIBIT G
                                       TO
                                CREDIT AGREEMENT

                          FORM OF OFFICER'S CERTIFICATE

                              OFFICER'S CERTIFICATE

                  I, the undersigned, hereby certify to the "Administrative
Agent" and the "Lenders" (each as defined in the Credit Agreement referred to
below) that I am the _________________ of Steelcase Inc., a corporation existing
under the laws of the State of Michigan (the "COMPANY"). Capitalized terms used
herein and not otherwise defined herein are as defined in that certain Credit
Agreement, dated as of July 29, 2003, by and among the Company, the "Subsidiary
Borrowers" from time to time parties thereto, the institutions from time to time
parties thereto as "Lenders", Bank One, NA (Main Office Chicago), as
"Administrative Agent", and Bank of America, N.A., as "Syndication Agent" (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT").

                  I further certify to the Administrative Agent and the Lenders,
as such officer and not individually, that, pursuant to Section 7.1(A)(iii) of
the Credit Agreement, as of the date hereof:

         1.       The representations and warranties of the Company contained in
                  Article VI of the Credit Agreement are true and correct in all
                  material respects on and as of the date of this Officer's
                  Certificate to the same extent as though made on and as of the
                  date hereof, except to the extent such representations and
                  warranties relate to an earlier date, in which case, such
                  representations and warranties shall have been true and
                  correct in all material respects on and as of such earlier
                  date; it being understood and agreed that the representations
                  and warranties set forth in Section 6.5, 6.7 and 6.21 are made
                  only as of the Closing Date.

         2.       No Default or Unmatured Default exists [other than the
                  following (describe the nature of the Default or Unmatured
                  Default and the status thereof):

                 _______________________________________________________________
                 _______________________________________________________________
                 _____________________________________________________________ .

         3.       The Company, the Company's chief executive officer and the
                  Company's chief financial officer (and such other officers as
                  are required to be in compliance as of the date hereof) are in
                  compliance with all requirements of Section 302 and Section
                  906 of the Sarbanes-Oxley Act of 2002 and all rules and
                  regulations related thereto.

                    [Remainder of page intentionally blank.]

                                       G-1
<PAGE>

                  IN WITNESS WHEREOF, I hereby subscribe my name on behalf of
the Company on this ____ day of ___________, ____.

                                    STEELCASE INC., as the Company

                                    By: __________________________________
                                        Name:
                                        Title:

                                       G-2
<PAGE>

                                   EXHIBIT H
                                       TO
                                CREDIT AGREEMENT

                         FORM OF COMPLIANCE CERTIFICATE

         Pursuant to Section 7.1(A)(iii) of that certain Credit Agreement, dated
as of July 29, 2003, among Steelcase Inc., (the "COMPANY"), the "Subsidiary
Borrowers" from time to time parties thereto, the institutions from time to time
parties thereto as "Lenders", Bank One, NA (Main Office Chicago), as
"Administrative Agent", and Bank of America, N.A., as "Syndication Agent" (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), the Company, through its [chief financial
officer] [treasurer], hereby delivers this Compliance Certificate (the
"CERTIFICATE") to the Administrative Agent, together with the financial
statements being delivered to the Administrative Agent pursuant to Section
7.1(A)[(i)][(ii)] of the Credit Agreement for the accounting period as at, and
for the periods ending on, ____________, ____ (the "FINANCIAL STATEMENTS").
Capitalized terms used herein shall have the meanings set forth in the Credit
Agreement. Subsection references herein relate to subsections of the Credit
Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

19.6.    1.       I am the duly appointed [chief financial officer] [treasurer]
of the Company;

19.7.    2.       I have made, or have caused to be made under my supervision,
such review of the Credit Agreement and of the transactions and conditions of
the Company and its Subsidiaries as I deemed necessary for the purposes of
providing this Certificate;

19.8.    3.       Schedule I attached hereto sets forth financial data and
computations evidencing the Company's compliance with certain covenants and
other provisions of the Credit Agreement related to the information set forth on
the Financial Statements, all of which data and computations are true, complete
and correct and in conformity with Agreement Accounting Principles.

19.9.    [5.      The financial statements delivered herewith fairly present in
all material respects the consolidated financial position of the Company and its
Subsidiaries (including, for this purpose, any consolidated Owned Dealer
Affiliate) at the dates indicated and the results of their operations and cash
flows for the periods ending on the date indicated in conformity with generally
accepted accounting principles subject to normal year-end audit adjustments and
the absence of footnotes.]11

19.10.

---------------------------
(11)     Include this statement with the submission of quarterly financial
         statements.

                                      H-1

<PAGE>

19.11.   The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made as at the date of such financial
statements and delivered this ____ day of ___________, ____ .
                 -

         Dated:   _______________, ____

                                        STEELCASE INC., as the Company

                                        By:_____________________________________
                                             Name:
                                             Title:

                                      H-2

<PAGE>

                                   SCHEDULE I
                            to COMPLIANCE CERTIFICATE

The computations set forth in this Schedule I are designed to facilitate the
calculation of financial covenants and certain other provisions in the Credit
Agreement relating to the information set forth in the Company's consolidated
financial statements delivered with this Certificate. The computations set forth
in this Schedule I have been made in accordance with Agreement Accounting
Principles which may not conform with generally accepted accounting principles.
The use of abbreviated terminology and/or descriptions in the computations below
are not in any way intended to override or eliminate the more detailed
descriptions for such computations set forth in the relevant provisions of the
Credit Agreement, all of which shall be deemed to control. In addition, the
failure to identify any specific provisions or terms of the Credit Agreement in
this Schedule I does not in any way affect their applicability during the
periods covered by such financial statements or otherwise, which shall in all
cases be governed by the Credit Agreement.

I.       FINANCIAL COVENANTS

For the purposes of the following covenants, Adjusted EBITDA shall be calculated
as follows:

<TABLE>
<S>                                                                         <C>
a.       Net Income                                                         $____________

b.   +   Interest Expense to the extent deducted in computing Net Income    $____________

c.   +   Foreign, federal, state and local income taxes to the extent       $____________
         deducted in computing Net Income

d.   +   Cash dividends received from minority interests or joint ventures  $____________

e.   =   EBIT (TOTAL OF a. THROUGH d.)                                      $____________

f.   +   Depreciation expense to the extent deducted in computing EBIT      $____________

g.   +   Amortization expense to the extent deducted in computing           $____________
         EBIT

h.   -   Extraordinary or unusual gains or non-recurring gains to the       $____________
         extent added in computing EBIT

i.   +   Extraordinary or unusual non-cash losses or charges or             $____________
         non-recurring non-cash losses or charges to the extent deducted
         in computing EBIT (other than non-cash losses or charges to the
         extent representing accrual of or reserves for cash expenditures
         in any future period)
</TABLE>

                                      H-3

<PAGE>

<TABLE>
<S>                                                                         <C>
j.   +   Any loss or charge on the sale of the Company's lease portfolio    $____________

k.   +   Any loss or charge on the disposition of non-strategic assets      $____________
         divested in the fiscal year ending February 27, 2004
         (MAXIMUM: $25,000,000)

l.   +   Cash charges (net of cash gains) to the extent deducted in         $____________
         computing EBIT identified for the fiscal year ending February
         27, 2004 relating to restructuring activities
         (MAXIMUM: $20,000,000)

m.   +   Any non-cash impairments to fixed assets or goodwill or other      $____________
         intangible assets to the extent deducted in computing EBIT and
         such fixed assets or goodwill or other intangible assets are
         identified on the Company's consolidated balance sheet for the
         fiscal quarter ending May 30, 2003

n.   +   For the fiscal quarter ending May 30, 2003, $13,000,000            $____________

o.   +   For the fiscal quarters ending May 30, 2003 and August 29, 2003,
         $31,000,000

p.   -   For the fiscal quarters ending May 30, 2003, August 29, 2003 and   $____________
         November 28, 2003, $23,000,000

q.   =   ADJUSTED EBITDA                                                    $____________
</TABLE>

         A.       Maximum Leverage Ratio (Section 7.4(A)).

<TABLE>
<S>                                                                         <C>
1.       Indebtedness of the Company and its consolidated Subsidiaries      $____________
         as at the date of the financial statements delivered with this
         Certificate

2.       Adjusted EBITDA for the four (4) most recently completed fiscal    $____________
         quarters

3.       "Leverage Ratio" (Ratio of I.A.1. to I.A.2.)                       ______ to 1.00

         As of the end of any fiscal quarter of the Company through the
         fiscal quarter ending August 27, 2004
         (MAXIMUM: 3.00 TO 1.00)
</TABLE>

                                      H-4
<PAGE>

         As of the end of any fiscal quarter of the Company thereafter
         (MAXIMUM: 2.75 TO 1.00)

         B.       Minimum Consolidated Net Worth (Section 7.4(B)).

                  1.       Consolidated Net Worth
<TABLE>
<S>                                                              <C>
a.     Consolidated Net Worth per consolidated balance
       sheet delivered with this Certificate (adjusted for       $____________
       results of Owned Dealer Affiliates and as otherwise
       required by the Credit Agreement)

b.  +  The amount representing an overall loss, charge or
       deduction in the accumulated other comprehensive income
       or loss accounts (or similarly entitled accounts) of      $____________
       the Company and its Subsidiaries
       (MAXIMUM: $150,000,000)

c.  =  Total for I.B.1.                                          $____________
</TABLE>

                  2.       Minimum Consolidated Net Worth

<TABLE>
<S>                                                                <C>
a.       $1,000,000,000                                            $1,000,000,000

b.  +    For each fiscal year beginning with the fiscal year       $____________
         ending February 27, 2004, 50% of Net Income (if
         positive) for such fiscal year

c.  +    50% of the net cash proceeds resulting from the           $____________
         issuance by the Company of any Capital Stock (other
         than sales of shares of the Company's Class A common
         stock occurring substantially contemporaneously with a
         dollar-for-dollar repurchase of shares of the Company's
         Class B common stock, as confirmed by the
         Administrative Agent)

d.  =    Total for I.B.2.                                          $____________
</TABLE>

         The amount in I.B.1.c. shall not be less than the total in I.B.2.d.

                                      H-5
<PAGE>

         C.       Interest Coverage Ratio (Section 7.4(C)).

<TABLE>
<S>      <C>                                                                <C>
1.       a.       Adjusted EBITDA for the Company and its consolidated      $____________
                  Subsidiaries for the last four (4) most recently
                  completed fiscal quarters

         b.  -    Capital Expenditures for the Company and its              $____________
                  consolidated Subsidiaries for the last four (4) most
                  recently completed fiscal quarters

         C.  =    TOTAL FOR I.C.1.                                          $____________

2.       Interest Expense for the last four (4) most recently completed     $____________
         fiscal quarters

3.       "Interest Coverage Ratio" (Ratio of I.C.1.c. to I.C.2.)            ______ to 1.00
         (MINIMUM: 2.50 TO 1.00)
</TABLE>

         D.       Asset Coverage Ratio (Section 7.4(D)).

TO BE CALCULATED ONLY IF AT THE DATE OF THE FINANCIAL STATEMENTS DELIVERED WITH
THIS CERTIFICATE (A) S&P MAINTAINED A S&P RATING OF LESS THAN BBB- OR (b)
MOODY'S MAINTAINED A MOODY'S RATING OF LESS THAN Baa3.

<TABLE>
<S>      <C>                                                                <C>
1.       a.       Consolidated accounts receivable of the Company which     $____________
                  are not subject to any Lien other than a Customary
                  Permitted Lien

         b.  -    Receivables included in I.D.1.a. with respect to which    $____________
                  the Company or any Affiliate of the Company is the
                  obligor

         c.  +    Consolidated inventory of the Company which is not        $____________
                  subject to any Lien other than a Customary Permitted
                  Lien
                  (MAXIMUM: 50% OF I.D.1.a. - I.D.1.b. + I.D.1.c.)

         d.  =    TOTAL FOR I.D.1.                                          $____________

2.       a.       Outstanding Revolving Credit Obligations                  $____________

         b.  +    Aggregate outstanding principal balance of all            $____________
                  post-closing Equal and Ratable Debt
                  (including new Indebtedness and incremental
</TABLE>

                                      H-6
<PAGE>

<TABLE>
<S>                                                                         <C>
              fundings under, and refinancings, replacements and
              extensions of, Equal and Ratable Debt that is in
              existence as of the Closing Date), if any, as
              identified on Exhibit
              A hereto

         c.=  TOTAL FOR I.D.2.                                              $____________

3.       "Asset Coverage Ratio" (Ratio of I.D.1.d. to I.D.2.c.)             ______ to 1.00
         (MINIMUM: 1.75 TO 1.00)
</TABLE>

II. OTHER MISCELLANEOUS PROVISIONS RELATING TO INFORMATION ON THE COMPANY'S
    CONSOLIDATED FINANCIAL STATEMENTS

         A.       "Material Subsidiary" Classification (Definitions, Section
                  7.2(I)).

<TABLE>
<S>      <C>                                                                <C>
1.       5% of the Company's Consolidated Assets                            $____________

2.       5% of the Company's Consolidated Sales                             $____________
</TABLE>

         Identify on Exhibit B hereto:

                  (a)      each Subsidiary Borrower, if any;

                  (b)      each other Subsidiary of the Company, the total
                           assets (determined on a consolidated basis for such
                           Subsidiary and its Subsidiaries) of which exceed the
                           lesser of (i) $50,000,000 and (ii) the amount in
                           II.A.1. OR the total sales (determined on a
                           consolidated basis for such Subsidiary and its
                           Subsidiaries) of which exceed the amount in II.A.2.;
                           and

                  (c)      each Subsidiary identified in the immediately
                           preceding clause (a) or (b) that is NOT a Subsidiary
                           Guarantor.

         B.       Non-Obligor Coverage Trigger Event (Definitions, Section
                  7.2(I)).

<TABLE>
<S>                                                                         <C>
1.       Total assets of all Non-Obligor Subsidiaries, giving effect to     $____________
         any limited Subsidiary Guaranty provided by a Special Foreign
         Subsidiary and otherwise calculated in the manner provided for
         in the Credit Agreement (as more specifically calculated on
         Exhibit C hereto)

2.       30% of the Company's Consolidated Assets                           $____________
</TABLE>

Amount in II.B.1. shall not exceed the amount in II.B.2.

                                      H-7
<PAGE>

<TABLE>
<S>                                                                         <C>
3.       Total sales of all Non-Obligor Subsidiaries, calculated in the     $____________
manner provided for in the Credit Agreement (as more specifically
calculated on Exhibit C hereto)

4.       30% of the Company's Consolidated Sales                            $____________
</TABLE>

Amount in II.B.3. shall not exceed the amount in II.B.4.

                                      H-8
<PAGE>

                                    EXHIBIT A
                                       TO
                      SCHEDULE 1 of COMPLIANCE CERTIFICATE

                       Post-Closing Equal and Ratable Debt

                            [Attached] [Not Relevant]

                                      H-9
<PAGE>

                                    EXHIBIT B
                                       TO
                      SCHEDULE 1 of COMPLIANCE CERTIFICATE

                        Material Subsidiary Calculations

                                    Attached

                                     H-10
<PAGE>

                                    EXHIBIT C
                                       TO
                      SCHEDULE 1 of COMPLIANCE CERTIFICATE

                       Non-Obligor Subsidiary Calculations

                                    Attached

                                     H-11
<PAGE>

                                    EXHIBIT I
                                       TO
                                CREDIT AGREEMENT

                           FORM OF SUBSIDIARY GUARANTY

                                    Attached

                                      I-1
<PAGE>

                           FORM OF SUBSIDIARY GUARANTY

         THIS SUBSIDIARY GUARANTY (as the same may be amended, restated,
supplemented or otherwise modified from time to time, this "GUARANTY") is made
as of July 29, 2003, by Anderson Desk, Inc., a California corporation, Attwood
Corporation, a Michigan corporation, Brayton International, Inc., a North
Carolina corporation, Custom Cable Industries, Inc., a Florida corporation,
Greensteel, Inc., a Delaware corporation, IDEO Product Development Inc., a
Michigan corporation, Metropolitan Furniture Corporation, a California
corporation, Office Details Inc., a Michigan corporation, PolyVision
Corporation, a New York corporation, Posterloid Corporation, a Delaware
corporation, Revest Inc., a Texas corporation, Steelcase Development
Corporation, a Michigan corporation, Steelcase Europe, L.L.C., a Michigan
limited liability company, Steelcase Financial Services Inc., a Michigan
corporation and The Design Tex Group Inc., a Michigan corporation (each an
"INITIAL GUARANTOR", and together with any additional Subsidiaries which become
parties to this Guaranty by executing a Supplement hereto in the form attached
hereto as Annex I, the "GUARANTORS"), in favor of Bank One, NA (Main Office
Chicago), as the Administrative Agent for the benefit of itself, the Lenders and
the other Holders of Obligations. Each capitalized term used herein and not
defined herein shall have the meaning ascribed thereto in the Credit Agreement
(as defined below).

                                   WITNESSETH:

         WHEREAS, Steelcase Inc., a Michigan corporation (the "COMPANY"), has
entered into that certain Credit Agreement, dated as of July 29, 2003 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), by and among the Company, the "Subsidiary
Borrowers" from time to time parties thereto (together with the Company, the
"BORROWERS"), the financial institutions from time to time parties thereto as
"Lenders", the Administrative Agent and Bank of America, N.A., as Syndication
Agent, which Credit Agreement provides, subject to the terms and conditions of
the Credit Agreement, for extensions of credit and other financial
accommodations by the Lenders to the Borrowers;

         WHEREAS, it is a condition precedent to the extensions of credit by the
Lenders under the Credit Agreement that each of the Subsidiary Guarantors
execute and deliver this Guaranty, whereby each of the Subsidiary Guarantors,
without limitation and with full recourse, shall guarantee the payment when due
of all Obligations of the Borrowers, including, without limitation, all
principal, interest, letter of credit reimbursement obligations and other
amounts that shall be at any time payable by the Borrowers under the Credit
Agreement or the other Loan Documents; and

         WHEREAS, in consideration of the direct and indirect financial and
other support that the Borrowers have provided, and such direct and indirect
financial and other support as the Borrowers may in the future provide, to each
of the Guarantors, and in order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement, each of the Guarantors

                                      I-2
<PAGE>

is willing to guarantee the Obligations of the Borrowers under the Credit
Agreement and the other Loan Documents;

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE XX: REPRESENTATIONS, WARRANTIES AND COVENANTS. IN ORDER TO INDUCE THE
ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THE CREDIT AGREEMENT AND TO
MAKE THE LOANS AND THE OTHER FINANCIAL ACCOMMODATIONS TO THE BORROWERS AND TO
ISSUE THE LETTERS OF CREDIT DESCRIBED IN THE CREDIT AGREEMENT, EACH OF THE
GUARANTORS REPRESENTS AND WARRANTS TO EACH LENDER AND THE ADMINISTRATIVE AGENT
AS OF THE DATE OF THIS GUARANTY, GIVING EFFECT TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS ON THE CLOSING DATE:

         (A) It (i) is a corporation, limited liability company, or partnership
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which failure to be so qualified and in good standing could reasonably be
expected to have a Material Adverse Effect, and (iii) has all requisite power
and authority to own and operate its property and to conduct its business as
presently conducted and as proposed to be conducted, except where the failure to
have such power and authority could not reasonably be expected to have a
Material Adverse Effect.

         (B) It has the requisite power and authority to execute and deliver
this Guaranty and to perform its obligations hereunder. The execution and
delivery by it of this Guaranty and the performance by it of its obligations
hereunder have been duly authorized by proper corporate, limited liability
company or partnership proceedings, including any required board of director,
shareholder, member or partner approval, and this Guaranty constitutes a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles.

                  1.       None of the execution, delivery and performance by it
                           of this Guaranty will (i) conflict with the charter
                           or other organizational documents of such Guarantor,
                           (ii) conflict with, result in a breach of or
                           constitute (with or without notice or lapse of time
                           or both) a default under any Requirement of Law
                           (including, without limitation, any Environmental
                           Property Transfer Act) or Contractual Obligation
                           applicable to such Guarantor, or require termination
                           of any such Contractual Obligation, except any such
                           conflict, breach, default or termination which
                           individually or in the aggregate could not reasonably
                           be expected to have a Material Adverse Effect, or
                           (iii) result in or require the creation or imposition
                           of any Lien whatsoever upon any of the property or
                           assets of such Guarantor, other than Liens permitted
                           or created by the Loan Documents. The execution,
                           delivery and performance by it of this Guaranty do
                           not and will not require any registration with,
                           consent or approval of, or notice to, or other action

                                      I-3
<PAGE>

                           to, with or by any Governmental Authority (including
                           under any Environmental Property Transfer Act) or any
                           other third party, except such registrations,
                           consents, approvals, notices and other actions which
                           have been made, obtained or given, or which, if not
                           made, obtained or given, individually or in the
                           aggregate could not reasonably be expected to have a
                           Material Adverse Effect.

ARTICLE XXI: THE GUARANTY. EACH OF THE GUARANTORS HEREBY UNCONDITIONALLY
GUARANTEES, JOINTLY AND SEVERALLY WITH THE OTHER GUARANTORS, THE FULL AND
PUNCTUAL PAYMENT BY EACH BORROWER WHEN DUE (WHETHER AT STATED MATURITY, UPON
ACCELERATION OR OTHERWISE) OF THE OBLIGATIONS OF SUCH BORROWER, INCLUDING,
WITHOUT LIMITATION, (i) THE PRINCIPAL OF AND INTEREST ON EACH ADVANCE MADE TO
SUCH BORROWER PURSUANT TO THE CREDIT AGREEMENT, (ii) ANY REIMBURSEMENT
OBLIGATIONS OF THE COMPANY OR THE PERFORMANCE BY IT OF SUCH REIMBURSEMENT
OBLIGATIONS AND (iii) ALL OTHER AMOUNTS PAYABLE BY SUCH BORROWER UNDER THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, (ALL OF THE FOREGOING BEING
REFERRED TO COLLECTIVELY AS THE "Guaranteed Obligations"). UPON FAILURE BY ANY
BORROWER TO PAY PUNCTUALLY ANY SUCH AMOUNT EACH OF THE GUARANTORS AGREES THAT IT
SHALL FORTHWITH ON DEMAND PAY SUCH AMOUNT AT THE PLACE AND IN THE MANNER
SPECIFIED IN THE CREDIT AGREEMENT OR THE RELEVANT LOAN DOCUMENT, AS THE CASE MAY
BE. EACH OF THE GUARANTORS HEREBY AGREES THAT THIS GUARANTY IS AN ABSOLUTE,
IRREVOCABLE AND UNCONDITIONAL GUARANTY OF PAYMENT AND IS NOT A GUARANTY OF
COLLECTION.

ARTICLE XXII: GUARANTY UNCONDITIONAL. THE OBLIGATIONS OF EACH GUARANTOR
HEREUNDER SHALL BE UNCONDITIONAL AND ABSOLUTE AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SHALL NOT BE RELEASED, DISCHARGED OR OTHERWISE
AFFECTED BY:

                  (i)      any extension, renewal, settlement, indulgence,
         compromise, waiver or release of or with respect to the Guaranteed
         Obligations or any part thereof or any agreement relating thereto, or
         with respect to any obligation of any other guarantor of any of the
         Guaranteed Obligations, whether (in any such case) by operation of law
         or otherwise, or any failure or omission to enforce any right, power or
         remedy with respect to the Guaranteed Obligations or any part thereof
         or any agreement relating thereto, or with respect to any obligation of
         any other guarantor of any of the Guaranteed Obligations;

                  (ii)     any modification or amendment of or supplement to the
         Credit Agreement or any other Loan Document, including, without
         limitation, any such amendment which may increase the amount of, or the
         interest rates applicable to, any of the Guaranteed Obligations
         guaranteed hereby;

                  (iii)    any change in the corporate, partnership, limited
         liability company or other existence, structure or ownership of any
         Borrower or any other guarantor of any of the Guaranteed Obligations,
         or any insolvency, bankruptcy, reorganization or other similar
         proceeding affecting any Borrower or any other guarantor of the
         Guaranteed Obligations, or any of their respective assets or any
         resulting release or discharge of any obligation of any Borrower or any
         other guarantor of any of the Guaranteed Obligations;

                                      I-4
<PAGE>

                  (iv)     the existence of any claim, setoff or other rights
         which the Guarantors may have at any time against any Borrower, any
         other guarantor of any of the Guaranteed Obligations, the
         Administrative Agent, any Holder of Obligations or any other Person,
         whether in connection herewith or in connection with any unrelated
         transactions, provided that nothing herein shall prevent the assertion
         of any such claim by separate suit or compulsory counterclaim;

                  (v)      the enforceability or validity of the Guaranteed
         Obligations or any part thereof or the genuineness, enforceability or
         validity of any agreement relating thereto or with respect to the
         collateral, if any, securing the Guaranteed Obligations or any part
         thereof, or any other invalidity or unenforceability relating to or
         against any Borrower or any other guarantor of any of the Guaranteed
         Obligations, for any reason related to the Credit Agreement, any other
         Loan Document or any provision of applicable law or regulation
         purporting to prohibit the payment by any Borrower or any other
         guarantor of the Guaranteed Obligations, of any of the Guaranteed
         Obligations;

                           (a)      the failure of the Administrative Agent to
                                    take any steps to perfect and maintain any
                                    security interest in, or to preserve any
                                    rights to, any security or collateral for
                                    the Guaranteed Obligations, if any;

                           (b)      the election by, or on behalf of, any one or
                                    more of the Holders of Obligations, in any
                                    proceeding instituted under Title 11 of the
                                    United States Code (11 U.S.C. 101 et seq.)
                                    (the "BANKRUPTCY CODE"), of the application
                                    of Section 1111(b)(2) of the Bankruptcy
                                    Code;

                           (c)      any borrowing or grant of a security
                                    interest by any Borrower, as
                                    debtor-in-possession, under Section 364 of
                                    the Bankruptcy Code;

                           (d)      the disallowance, under Section 502 of the
                                    Bankruptcy Code, of all or any portion of
                                    the claims of the Holders of Obligations or
                                    the Administrative Agent for repayment of
                                    all or any part of the Guaranteed
                                    Obligations;

                           (e)      the failure of any other guarantor to sign
                                    or become party to this Guaranty or any
                                    amendment, change, or reaffirmation hereof;

                           (f)      any other act or omission to act or delay of
                                    any kind by any Borrower, any other
                                    guarantor of the Guaranteed Obligations, the
                                    Administrative Agent, any Holder of
                                    Obligations or any other Person or any other
                                    circumstance whatsoever which might, but for
                                    the provisions of this Section 3, constitute
                                    a legal or equitable discharge of any
                                    Guarantor's obligations hereunder; or

                  (vi)     any release, surrender, compromise, settlement,
         waiver, subordination or modification, with or without consideration,
         of any collateral securing the Guaranteed Obligations or any part
         thereof, any other guaranties with respect to the Guaranteed
         Obligations or any part thereof, or any other obligation of any person
         or entity with

                                      I-5
<PAGE>

         respect to the Guaranteed Obligations or any part thereof, or any
         nonperfection or invalidity of any direct or indirect security for the
         Guaranteed Obligations.

ARTICLE XXIII: DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 11.15(C) OF THE
CREDIT AGREEMENT, EACH GUARANTOR'S OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL
FORCE AND EFFECT UNTIL ALL OF THE GUARANTEED OBLIGATIONS SHALL HAVE BEEN
INDEFEASIBLY PAID IN FULL IN CASH AND THE REVOLVING LOAN COMMITMENTS, THE SWING
LINE COMMITMENT AND ALL LETTERS OF CREDIT ISSUED UNDER THE CREDIT AGREEMENT
(AND OBLIGATIONS TO ISSUE THE SAME) SHALL HAVE TERMINATED OR EXPIRED, AND ALL
OTHER FINANCING ARRANGEMENTS AMONG THE BORROWERS OR ANY GUARANTOR AND THE
HOLDERS OF OBLIGATIONS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT SHALL HAVE TERMINATED (HEREIN, THE "Termination
Conditions"), AND UNTIL THE PRIOR AND COMPLETE SATISFACTION OF THE TERMINATION
CONDITIONS, ALL OF THE RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL SURVIVE. IF AT ANY TIME ANY PAYMENT OF THE PRINCIPAL OF OR
INTEREST ON ANY ADVANCE OR REIMBURSEMENT OBLIGATION OR ANY OTHER AMOUNT PAYABLE
BY ANY BORROWER OR ANY OTHER PARTY UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT IS RESCINDED OR MUST BE OTHERWISE RESTORED OR RETURNED UPON THE
INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY BORROWER OR OTHERWISE, EACH
GUARANTOR'S OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH PAYMENT SHALL BE
REINSTATED AS THOUGH SUCH PAYMENT HAD BEEN DUE BUT NOT MADE AT SUCH TIME.

ARTICLE XXIV:     GENERAL WAIVERS; ADDITIONAL WAIVERS.

         (A)      General Waivers. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand or action on delinquency, protest, the benefit of
any statutes of limitations and, to the fullest extent permitted by law, any
notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against any Borrower, any other guarantor of the
Guaranteed Obligations, or any other Person.

         (B)      Additional Waivers. Notwithstanding anything herein to the
contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly,
and expressly waives:

                  (i)      any right it may have to revoke this Guaranty as to
         future indebtedness or notice of acceptance hereof;

                           (g)      (A) notice of acceptance hereof; (B) notice
                                    of any Loans, Letters of Credit or other
                                    financial accommodations made or extended
                                    under the Loan Documents or the creation or
                                    existence of any Guaranteed Obligations; (C)
                                    notice of the amount of the Guaranteed
                                    Obligations, subject, however, to each
                                    Guarantor's right to make inquiry of the
                                    Administrative Agent and the Holders of
                                    Obligations to ascertain the amount of the
                                    Guaranteed Obligations at any reasonable
                                    time; (D) notice of any adverse change in
                                    the financial condition of any Borrower or
                                    of any other fact that might increase such
                                    Guarantor's risk hereunder; (E) notice of
                                    presentment for payment, demand, protest,
                                    and notice thereof as

                                      I-6
<PAGE>

                                    to any instruments among the Loan Documents;
                                    (F) notice of any Unmatured Default or
                                    Default; and (G) all other notices (except
                                    if such notice is specifically required to
                                    be given to such Guarantor hereunder or
                                    under the Loan Documents) and demands to
                                    which each Guarantor might otherwise be
                                    entitled;

                           (h)      its right, if any, to require the
                                    Administrative Agent and the Holders of
                                    Obligations to institute suit against, or to
                                    exhaust any rights and remedies which the
                                    Administrative Agent and the Holders of
                                    Obligations has or may have against, any
                                    other guarantor of the Guaranteed
                                    Obligations or any third party, or against
                                    any collateral provided by the other
                                    Guarantors or any third party; and each
                                    Guarantor further waives any defense arising
                                    by reason of any disability or other defense
                                    (other than the defense that the Guaranteed
                                    Obligations shall have been fully and
                                    finally performed and indefeasibly paid) of
                                    any other guarantor of the Guaranteed
                                    Obligations or by reason of the cessation
                                    from any cause whatsoever of the liability
                                    of any other guarantor of the Guaranteed
                                    Obligations in respect thereof;

                           (i)      (A) any rights to assert against the
                                    Administrative Agent and the Holders of
                                    Obligations any defense (legal or
                                    equitable), set-off, counterclaim, or claim
                                    which such Guarantor may now or at any time
                                    hereafter have against any other guarantor
                                    of the Guaranteed Obligations or any third
                                    party liable to the Administrative Agent and
                                    the Holders of Obligations; (B) any defense,
                                    set-off, counterclaim or claim, of any kind
                                    or nature, arising directly or indirectly
                                    from the present or future lack of
                                    perfection, sufficiency, validity or
                                    enforceability of the Guaranteed Obligations
                                    or any security therefor; (C) any defense
                                    such Guarantor has to performance hereunder,
                                    and any right such Guarantor has to be
                                    exonerated arising by reason of: (1) the
                                    impairment or suspension of the
                                    Administrative Agent's and the Holders of
                                    Obligations' rights or remedies against any
                                    other guarantor of the Guaranteed
                                    Obligations; (2) the alteration by the
                                    Administrative Agent and the Holders of
                                    Obligations of the Guaranteed Obligations;
                                    (3) any discharge of the obligations of any
                                    other guarantor of the Guaranteed
                                    Obligations to the Administrative Agent and
                                    the Holders of Obligations by operation of
                                    law as a result of the Administrative
                                    Agent's and the Holders of Obligations'
                                    intervention or omission; or (4) the
                                    acceptance by the Administrative Agent and
                                    the Holders of Obligations of anything in
                                    partial satisfaction of the Guaranteed
                                    Obligations; and (D) the benefit of any
                                    statute of limitations affecting such
                                    Guarantor's liability hereunder or the
                                    enforcement thereof, and any act which shall
                                    defer or delay the operation of any statute
                                    of limitations applicable to the Guaranteed
                                    Obligations shall similarly operate to

                                      I-7
<PAGE>

                                    defer or delay the operation of such statute
                                    of limitations applicable to such
                                    Guarantor's liability hereunder; and

                           (j)      any defense arising by reason of or deriving
                                    from any election by the Administrative
                                    Agent and the Holders of Obligations under
                                    Section 1111(b) of the Bankruptcy Code to
                                    limit the amount of, or any collateral
                                    securing, its claim against the Guarantors.

Without in any way limiting the foregoing, each Guarantor understands that it
shall be liable for the full amount of its liability under this Guaranty,
notwithstanding foreclosure of any real property securing all or any part of the
Obligations by trustee sale or any other reason impairing the right of such
Guarantor, the Administrative Agent or any of the other Holders of Obligations
to proceed against any Borrower, any other guarantor of any or all of the
Obligations or such Borrower's or such guarantor's property. Each Guarantor
agrees that all of its obligations under this Guaranty (including its obligation
to pay in full all Obligations) shall remain in full force and effect without
defense, offset or counterclaim of any kind, notwithstanding that such
Guarantor's rights against any Borrower may be impaired, destroyed or otherwise
affected by reason of any action or inaction on the part of the Administrative
Agent or any other Holder of Obligations. Without limiting the generality of the
foregoing or any other provision hereof, each Guarantor hereby waives, to the
fullest extent permitted by applicable law in accordance with Section 2856 of
the California Civil Code, all rights and benefits under California Civil Code
Sections 2787 to 2855, inclusive (or any similar laws in California and in any
other jurisdiction) and all rights and benefits of California Civil Code
Sections 2899 and 3433 (or any similar laws in California and in any other
jurisdiction). In addition, without limiting the generality of the foregoing or
any other provision hereof, each Guarantor hereby waives, in accordance with
Section 2856 of the California Civil Code, all rights and defenses (including,
without limitation, all rights and defenses arising out of an election of
remedies by the Administrative Agent or any Holder of Obligations) that such
Guarantor may have because the Obligations are secured by real property. This
means, among other things:

                  (A)      the Administrative Agent or any Holder of Obligations
         may collect from any Guarantor without first foreclosing on any real or
         personal property collateral pledged by any Borrower; and

                  (B)      if the Administrative Agent or any Holder forecloses
         on any real property collateral pledged by any Borrower:

                           (1)      the amount of the debt may be reduced only
                  by the price for which that collateral is sold at the
                  foreclosure sale, even if the collateral is worth more than
                  the sale price; and

                           (2)      the Administrative Agent or any Holder of
                  Obligations may collect from each Guarantor even if the
                  Administrative Agent or any Holder of Obligations, by
                  foreclosing on the real property collateral, has destroyed any
                  right such Guarantor may have to collect from such Borrower.

                                      I-8
<PAGE>

                  This is an unconditional and irrevocable waiver of any rights
                  and defenses any Guarantor may have because the Obligations
                  are secured by real property. These rights and defenses
                  include, but are not limited to, any rights or defenses based
                  upon Section 580a, 580b, 580d or 726 of the California Code of
                  Civil Procedure (or any similar laws in California and in any
                  other jurisdiction).

                  (C)      Further, each Guarantor waives all rights and defense
         arising out of an election of remedies by the Administrative Agent or
         any Holder of Obligations, even though that election of remedies, such
         as a nonjudicial foreclosure with respect to security for the
         Obligations, has destroyed such Guarantor's rights of subrogation and
         reimbursement against any Borrower by the operation of Section 580d of
         the California Code of Civil Procedure (or any similar laws in
         California and in any other jurisdiction).

                  (D)      In accordance with Section 13 below, this Guaranty
         shall be governed by, and shall be construed and enforced in accordance
         with, the internal laws (including 735 ILCS Section 105/5-1 et seq. but
         otherwise without regard to the conflict of laws provisions) of the
         State of Illinois. This section and other referenced provisions of
         California law are included solely out of an abundance of caution, and
         shall not be construed to mean that any of the referenced provisions of
         California law are in any way applicable to this Guaranty or to any of
         the Obligations.

In addition to the foregoing, each Guarantor hereby expressly waives the
benefits of Section 2815 of the California Civil Code (or any similar laws in
California and in any other jurisdiction) purporting to allow a guarantor to
revoke a continuing guaranty with respect to any transactions occurring after
the date of such guaranty.

ARTICLE XXV:      SUBROGATION; SUBORDINATION OF INTERCOMPANY INDEBTEDNESS.

         (A) Subrogation. Until the prior and complete satisfaction of all
Termination Conditions, each Guarantor, (i) shall have no right of subrogation
with respect to such Guaranteed Obligations and (ii) waives any right to enforce
any remedy which the Holders of Obligations or the Administrative Agent now have
or may hereafter have against any Borrower, any endorser or any other guarantor
of all or any part of the Guaranteed Obligations or any other Person, and each
Guarantor waives any benefit of, and any right to participate in, any security
or collateral that may from time to time be given to the Holders of Obligations
and the Administrative Agent to secure the payment or performance of all or any
part of the Guaranteed Obligations or any other liability of the Borrowers to
the Holders of Obligations. Should any Guarantor have the right, notwithstanding
the foregoing, to exercise its subrogation rights prior to complete satisfaction
of the Termination Conditions, each Guarantor hereby expressly and irrevocably
(A) subordinates any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification or set off that such
Guarantor may have to prior and complete satisfaction of the Termination
Conditions, and (B) waives any and all defenses available to a surety, guarantor
or accommodation co-obligor until all Termination Conditions are satisfied in
full. Each Guarantor acknowledges and agrees that this subordination is intended
to benefit the Administrative Agent and the Holders of Obligations and shall not
limit or otherwise affect such Guarantor's liability hereunder or the
enforceability of this Guaranty, and that the Administrative Agent, the Holders
of Obligations and their respective successors and

                                      I-9
<PAGE>

assigns are intended third party beneficiaries of the waivers and agreements set
forth in this Section 6(a).

         (B) Subordination of Intercompany Indebtedness. Each Guarantor agrees
that any and all claims of such Guarantor against any other Guarantor or other
guarantor of the Guaranteed Obligations or any Borrower (each as used in this
Section 6(b), an "OBLIGOR"), or against any of its properties, including,
without limitation, claims arising from Liens or security interests upon
property with respect to any indebtedness of any Obligor owing to such Guarantor
("INTERCOMPANY INDEBTEDNESS"), shall be subordinate and subject in right of
payment to the prior payment, in full and in cash, of all Guaranteed Obligations
and the satisfaction of all other Termination Conditions; provided that, and not
in contravention of the foregoing, so long as no Default has occurred and is
continuing such Guarantor may make loans to and receive payments in the ordinary
course with respect to such Intercompany Indebtedness from each such Obligor to
the extent permitted by the terms of the Credit Agreement and the other Loan
Documents. Should any payment, distribution, security or instrument or proceeds
thereof be received by such Guarantor upon or with respect to the Intercompany
Indebtedness in contravention of the Credit Agreement or the Loan Documents or
after the occurrence of a Default, including, without limitation, an event
described in Section 8.1(F) or (G) of the Credit Agreement, prior to the
satisfaction of all of the Termination Conditions, such Guarantor shall receive
and hold the same in trust, as trustee, for the benefit of the Holders of
Obligations and shall forthwith deliver the same to the Administrative Agent,
for the benefit of the Holders of Obligations, in precisely the form received
(except for the endorsement or assignment of such Guarantor where necessary),
for application to any of the Guaranteed Obligations, due or not due, and, until
so delivered, the same shall be held in trust by such Guarantor as the property
of the Holders of Obligations. If any Guarantor fails to make any such
endorsement or assignment to the Administrative Agent, the Administrative Agent
or any of its officers or employees are irrevocably authorized to make the same.
Each Guarantor agrees that until the prior and complete satisfaction of all
Termination Conditions, no Guarantor will assign or transfer to any Person
(other than the Administrative Agent) any claim such Guarantor has or may have
against any Obligor.

ARTICLE XXVI:     CONTRIBUTION WITH RESPECT TO GUARANTEED OBLIGATIONS.

         (A) To the extent that any Guarantor shall make a payment under this
Guaranty (a "GUARANTOR PAYMENT") which, taking into account all other Guarantor
Payments then previously or concurrently made by any other Guarantor, exceeds
the amount which otherwise would have been paid by or attributable to such
Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Guarantor's
"Allocable Amount" (as defined below) (as determined immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Guarantors as determined immediately prior to the making of such Guarantor
Payment, then, following the prior and complete satisfaction of the Termination
Conditions, such Guarantor shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each other Guarantor for
the amount of such excess, pro rata based upon their respective Allocable
Amounts in effect immediately prior to such Guarantor Payment.

         (B) As of any date of determination, the "ALLOCABLE AMOUNT" of any
Guarantor shall be equal to the maximum amount of the claim which could then be
recovered from such Guarantor

                                      I-10
<PAGE>

under this Guaranty without rendering such claim voidable or avoidable under
Section 548 of the Bankruptcy Code or under any applicable state Uniform
Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or
common law.

                  2.       This Section 7 is intended only to define the
                           relative rights of the Guarantors, and nothing set
                           forth in this Section 7 is intended to or shall
                           impair the obligations of the Guarantors, jointly and
                           severally, to pay any amounts as and when the same
                           shall become due and payable in accordance with the
                           terms of this Guaranty.

                  3.       The parties hereto acknowledge that the rights of
                           contribution and indemnification hereunder shall
                           constitute assets of the Guarantor or Guarantors to
                           which such contribution and indemnification is owing.

                  4.       The rights of the indemnifying Guarantors against
                           other Guarantors under this Section 7 shall be
                           exercisable upon the prior and complete satisfaction
                           of the Termination Conditions.

ARTICLE XXVII: STAY OF ACCELERATION. IF ACCELERATION OF THE TIME FOR PAYMENT OF
ANY AMOUNT PAYABLE BY ANY BORROWER UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT IS STAYED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY
BORROWER, ALL SUCH AMOUNTS OTHERWISE SUBJECT TO ACCELERATION UNDER THE TERMS OF
THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL NONETHELESS BE PAYABLE BY
EACH OF THE GUARANTORS HEREUNDER FORTHWITH ON DEMAND BY THE ADMINISTRATIVE
AGENT.

ARTICLE XXVIII: NOTICES. ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS TO ANY
PARTY HEREUNDER SHALL BE GIVEN IN THE MANNER PRESCRIBED IN ARTICLE XIV OF THE
CREDIT AGREEMENT, WITH RESPECT TO THE ADMINISTRATIVE AGENT AT ITS NOTICE ADDRESS
THEREIN AND WITH RESPECT TO ANY GUARANTOR AT THE ADDRESS SET FORTH BELOW OR SUCH
OTHER ADDRESS OR TELECOPY NUMBER AS SUCH PARTY MAY HEREAFTER SPECIFY FOR SUCH
PURPOSE BY NOTICE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE PROVISIONS
OF SUCH ARTICLE XIV.

                                Notice Address for Guarantors:

                                c/o Steelcase Inc
                                901 44th Street SE
                                Grand Rapids, MI 49508
                                Attention: Vice President, Finance and Treasurer
                                Telephone No.: (616) 247-2637
                                Facsimile No.: (616) 247-2374

                                with a copy to:
                                901 44th Street SE
                                Grand Rapids, MI 49508
                                Attention: Vice President, General Counsel

                                      I-11
<PAGE>

ARTICLE XXIX: NO WAIVERS. NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT OR ANY
HOLDER OF OBLIGATIONS IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL EXERCISE
THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, POWER OR PRIVILEGE. THE RIGHTS AND REMEDIES PROVIDED IN THIS
GUARANTY, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CUMULATIVE
AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.

ARTICLE XXX: SUCCESSORS AND ASSIGNS. THIS GUARANTY IS FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE HOLDERS OF OBLIGATIONS AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS, PROVIDED, THAT NO GUARANTOR SHALL HAVE ANY
RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE CONSENT OF ALL
OF THE LENDERS, AND ANY SUCH ASSIGNMENT IN VIOLATION OF THIS SECTION 11 SHALL BE
NULL AND VOID; AND IN THE EVENT OF AN ASSIGNMENT OF ANY AMOUNTS PAYABLE UNDER
THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS IN ACCORDANCE WITH THE
RESPECTIVE TERMS THEREOF, THE RIGHTS HEREUNDER, TO THE EXTENT APPLICABLE TO THE
INDEBTEDNESS SO ASSIGNED, MAY BE TRANSFERRED WITH SUCH INDEBTEDNESS. THIS
GUARANTY SHALL BE BINDING UPON EACH OF THE GUARANTORS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.

ARTICLE XXXI: CHANGES IN WRITING. OTHER THAN IN CONNECTION WITH THE ADDITION OF
AN ADDITIONAL SUBSIDIARY, WHICH SHALL BECOME A PARTY HERETO BY EXECUTING A
SUPPLEMENT HERETO IN THE FORM ATTACHED AS ANNEX I, THIS GUARANTY AND ANY
PROVISION HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR TERMINATED ONLY IN A
WRITING SIGNED BY EACH OF THE GUARANTORS AND THE ADMINISTRATIVE AGENT WITH THE
CONSENT OF THE REQUIRED LENDERS UNDER THE CREDIT AGREEMENT (OR ALL OF THE
LENDERS IF REQUIRED PURSUANT TO THE TERMS OF SECTION 9.3 OF THE CREDIT
AGREEMENT).

ARTICLE XXXII: GOVERNING LAW. ANY DISPUTE BETWEEN ANY GUARANTOR AND THE
ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG SUCH GUARANTOR, THE
ADMINISTRATIVE AGENT AND THE LENDERS IN CONNECTION WITH THIS GUARANTY OR ANY OF
THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735
ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF
LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

ARTICLE XXXIII:   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

         (A)      NON-EXCLUSIVE JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, AND EACH
GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH

                                      I-12
<PAGE>

COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY HOLDER OF OBLIGATIONS TO BRING PROCEEDINGS AGAINST
ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING
BY ANY GUARANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY HOLDER OF OBLIGATIONS
OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY HOLDER OF OBLIGATIONS
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT
ONLY IN A COURT IN CHICAGO, ILLINOIS.

         (B)      SERVICE OF PROCESS. EACH GUARANTOR WAIVES PERSONAL SERVICE OF
ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING
THEREOF BY THE ADMINISTRATIVE AGENT OR ANY LENDER BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO SUCH GUARANTOR ADDRESSED AS PROVIDED HEREIN. NOTHING
HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE ADMINISTRATIVE
AGENT OR ANY LENDER TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW.

         (C)      WAIVER OF JURY TRIAL. EACH GUARANTOR AND THE ADMINISTRATIVE
AGENT, FOR ITSELF AND FOR THE HOLDERS OF OBLIGATIONS, IRREVOCABLY WAIVES ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH GUARANTOR AND THE
ADMINISTRATIVE AGENT, FOR ITSELF AND FOR THE HOLDERS OF OBLIGATIONS, AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY AND THAT ANY GUARANTOR, THE ADMINISTRATIVE AGENT
OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTY WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF SUCH PARTIES TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.

ARTICLE XXXIV: NO STRICT CONSTRUCTION. THE PARTIES HERETO HAVE PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS GUARANTY. IN THE EVENT AN
AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS GUARANTY SHALL BE
CONSTRUED AS IF DRAFTED JOINTLY BY THE

                                      I-13
<PAGE>

PARTIES HERETO AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS
GUARANTY.

ARTICLE XXXV:     TAXES; EXPENSES OF ENFORCEMENT, ETC.

         (A) Taxes. Each Guarantor agrees to be bound by the terms and
provisions of Section 2.14(E) of the Credit Agreement (including, without
limitation, the promises made and the obligations accepted by the Borrower
therein), as if each reference in such Sections (i) to any "Borrower" were a
reference to such Guarantor, (ii) to the Credit Agreement (including any
reference to "this Agreement", "hereunder", "hereof", "herein" or words of like
import referring thereto) were a reference to this Guaranty, and (iii) to any
"Lender" or the "Lenders" were a reference to any "Holder of Obligations" or the
"Holders of Obligations".

         (B) Expenses of Enforcement, Etc. Subject to the terms of the Credit
Agreement, the Lenders shall have the right at any time to direct the
Administrative Agent to commence enforcement proceedings with respect to the
Guaranteed Obligations. In addition to guaranteeing the Borrowers' expense
reimbursement and indemnification obligations described in Section 10.7 of the
Credit Agreement (and without limiting the same), the Guarantors agree to
reimburse the Administrative Agent for any reasonable costs and out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Administrative Agent), paid or incurred by the Administrative Agent in
connection with the collection and enforcement of amounts due under the Loan
Documents, including without limitation this Guaranty.

ARTICLE XXXVI: SETOFF. AT ANY TIME AFTER ALL OR ANY PART OF THE GUARANTEED
OBLIGATIONS HAVE BECOME DUE AND PAYABLE (BY ACCELERATION OR OTHERWISE), EACH
HOLDER OF OBLIGATIONS AND THE ADMINISTRATIVE AGENT MAY, WITHOUT NOTICE TO ANY
GUARANTOR AND REGARDLESS OF THE ACCEPTANCE OF ANY SECURITY OR COLLATERAL FOR THE
PAYMENT HEREOF, APPROPRIATE AND APPLY TOWARD THE PAYMENT OF ALL OR ANY PART OF
THE GUARANTEED OBLIGATIONS (i) ANY INDEBTEDNESS DUE OR TO BECOME DUE FROM SUCH
HOLDER OF OBLIGATIONS OR THE ADMINISTRATIVE AGENT TO ANY GUARANTOR, AND (ii) ANY
MONEYS, CREDITS OR OTHER PROPERTY BELONGING TO ANY GUARANTOR, AT ANY TIME HELD
BY OR COMING INTO THE POSSESSION OF SUCH HOLDER OF OBLIGATIONS OR THE
ADMINISTRATIVE AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES.

ARTICLE XXXVII: FINANCIAL INFORMATION. EACH GUARANTOR HEREBY ASSUMES
RESPONSIBILITY FOR KEEPING ITSELF INFORMED OF THE FINANCIAL CONDITION OF THE
BORROWERS, THE OTHER GUARANTORS AND ANY AND ALL ENDORSERS AND/OR OTHER
GUARANTORS OF ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS, AND OF ALL OTHER
CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OF THE GUARANTEED OBLIGATIONS,
OR ANY PART THEREOF, THAT DILIGENT INQUIRY WOULD REVEAL, AND EACH GUARANTOR
HEREBY AGREES THAT NONE OF THE HOLDERS OF OBLIGATIONS OR THE ADMINISTRATIVE
AGENT SHALL HAVE ANY DUTY TO ADVISE SUCH GUARANTOR OF INFORMATION KNOWN TO ANY
OF THEM REGARDING SUCH CONDITION OR ANY SUCH CIRCUMSTANCES. IN THE EVENT ANY
HOLDER OF OBLIGATIONS OR THE ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION,
UNDERTAKES AT ANY TIME OR FROM TIME TO TIME TO PROVIDE ANY SUCH INFORMATION TO A
GUARANTOR, SUCH HOLDER OF OBLIGATIONS OR THE ADMINISTRATIVE AGENT SHALL BE UNDER
NO OBLIGATION (i) TO UNDERTAKE ANY INVESTIGATION NOT A PART OF ITS REGULAR
BUSINESS ROUTINE, (ii) TO DISCLOSE ANY INFORMATION WHICH SUCH HOLDER OF
OBLIGATIONS OR THE ADMINISTRATIVE AGENT, PURSUANT TO ACCEPTED OR

                                      I-14
<PAGE>

REASONABLE COMMERCIAL FINANCE OR BANKING PRACTICES, WISHES TO MAINTAIN
CONFIDENTIAL, (iii) TO MAKE ANY OTHER OR FUTURE DISCLOSURES OF SUCH INFORMATION
OR ANY OTHER INFORMATION TO SUCH GUARANTOR OR (iv) TO PROVIDE ANY SUCH
INFORMATION TO ANY OTHER GUARANTOR.

ARTICLE XXXVIII: SEVERABILITY. WHEREVER POSSIBLE, EACH PROVISION OF THIS
GUARANTY SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS GUARANTY SHALL BE PROHIBITED BY OR
INVALID UNDER SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS GUARANTY.

II.      MERGER. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT OF EACH OF THE
         GUARANTORS WITH RESPECT TO THE MATTERS CONTAINED HEREIN AND MAY NOT BE
         CONTRADICTED BY EVIDENCE OF PRIOR OR CONTEMPORANEOUS AGREEMENTS, OR
         SUBSEQUENT ORAL AGREEMENTS, BETWEEN THE GUARANTOR AND ANY HOLDER OF
         OBLIGATIONS OR THE ADMINISTRATIVE AGENT.

III.     HEADINGS. SECTION HEADINGS IN THIS GUARANTY ARE FOR CONVENIENCE OF
         REFERENCE ONLY AND SHALL NOT GOVERN THE INTERPRETATION OF ANY PROVISION
         OF THIS GUARANTY.

               The remainder of this page is intentionally blank.

                                      I-15
<PAGE>

         IN WITNESS WHEREOF, each of the Initial Guarantors has caused this
Guaranty to be duly executed by its authorized officer as of the day and year
first above written.

ANDERSON DESK, INC.                             ATTWOOD CORPORATION

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

BRAYTON INTERNATIONAL, INC.                     CUSTOM CABLE INDUSTRIES, INC.

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

GREENSTEEL, INC.                                IDEO PRODUCT DEVELOPMENT INC.

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

METROPOLITAN FURNITURE CORPORATION              OFFICE DETAILS INC.

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

POLYVISION CORPORATION                          POSTERLOID CORPORATION

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

                      SIGNATURE PAGE TO SUBSIDIARY GUARANTY

<PAGE>

REVEST INC.                                     STEELCASE DEVELOPMENT
                                                CORPORATION

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

STEELCASE EUROPE, L.L.C.                        STEELCASE FINANCIAL SERVICES
                                                INC.

By:_____________________________                By:_____________________________
Name:                                           Name:
Title:                                          Title:

THE DESIGN TEX GROUP INC.

By:_____________________________
Name:
Title:

                      SIGNATURE PAGE TO SUBSIDIARY GUARANTY

<PAGE>

Acknowledged this 29th day of July, 2003
BANK ONE, NA (MAIN OFFICE
CHICAGO), as Administrative Agent

By: ___________________________
Name:
Title:

                      SIGNATURE PAGE TO SUBSIDIARY GUARANTY
<PAGE>

                               ANNEX I TO GUARANTY

         Reference is hereby made to the Subsidiary Guaranty (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"GUARANTY"), dated as of July 29, 2003, made by Anderson Desk, Inc., a
California corporation, Attwood Corporation, a Michigan corporation, Brayton
International, Inc., a North Carolina corporation, Custom Cable Industries,
Inc., a Florida corporation, Greensteel, Inc., a Delaware corporation, IDEO
Product Development Inc., a Michigan corporation, Metropolitan Furniture
Corporation, a California corporation, Office Details Inc., a Michigan
corporation, PolyVision Corporation, a New York corporation, Posterloid
Corporation, a Delaware corporation, Revest Inc., a Texas corporation, Steelcase
Development Corporation, a Michigan corporation, Steelcase Europe, L.L.C., a
Michigan limited liability company, Steelcase Financial Services Inc., a
Michigan corporation and The Design Tex Group Inc., a Michigan corporation (each
an "INITIAL GUARANTOR", and together with any additional Subsidiaries which
become parties to this Guaranty by executing a Supplement hereto in the form
attached hereto as Annex I, the "GUARANTORS"), in favor of Bank One, NA (Main
Office Chicago), as the Administrative Agent for the benefit of itself, the
Lenders and the other Holders of Obligations (in each case, under and as defined
in the Credit Agreement). Each capitalized term used herein and not defined
herein shall have the meaning given to it in the Guaranty.

         By its execution below, the undersigned, [NAME OF NEW GUARANTOR], a
[corporation] [partnership] [limited liability company], agrees to become, and
does hereby become, a Guarantor under the Guaranty and agrees to be bound by
such Guaranty as if originally a party thereto. By its execution below, the
undersigned represents and warrants as to itself that all of the representations
and warranties contained in Section 1 of the Guaranty are true and correct in
all respects as of the date hereof.

         IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a [corporation]
[partnership] [limited liability company] has executed and delivered this Annex
I counterpart to the Guaranty as of this __________ day of _________, ____.

                                             [NAME OF NEW GUARANTOR]

                                             By: ___________________________
                                             Name:
                                             Title:

                                      I-16
<PAGE>

                                    EXHIBIT J
                                       TO
                                CREDIT AGREEMENT

                           FORM OF REVOLVING LOAN NOTE

                                                             [_________], 20[__]

   [STEELCASE INC., a Michigan corporation (the "COMPANY")] [NAME OF APPLICABLE
SUBSIDIARY BORROWER (the "APPLICABLE SUBSIDIARY BORROWER")], promises to pay to
the order of __________________ (the "LENDER") the aggregate unpaid principal
amount of all Revolving Loans made by the Lender to the [Company] [Applicable
Subsidiary Borrower] pursuant to Article II of the below-described Credit
Agreement. Such payments shall be made in immediately available funds on the
dates and at the offices of Bank One, NA (Main Office Chicago), as
Administrative Agent, specified in the Credit Agreement, together with interest
on the unpaid principal amount thereof at the rates and on the dates determined
in accordance with the Credit Agreement. The [Company] [Applicable Subsidiary
Borrower] shall pay the principal of and accrued and unpaid interest on the
Revolving Loans in full on the Termination Date and as otherwise set forth in
the Credit Agreement.

   The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or otherwise record in accordance with its usual practice, the
date and amount of each Revolving Loan and the date and amount of each principal
payment hereunder.

   This Revolving Loan Note (this "NOTE") is one of the promissory notes issued
pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as
of July 29, 2003, by and among [the Company, the] [Steelcase Inc., a Michigan
corporation, the Applicable Subsidiary Borrower, the other] "Subsidiary
Borrowers" from time to time parties thereto, the institutions from time to time
parties thereto as "Lenders", Bank One, NA (Main Office Chicago), as
"Administrative Agent", and Bank of America, N.A., as "Syndication Agent" (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), to which reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated. Each capitalized term used herein and not defined herein shall have
the meaning ascribed thereto in the Credit Agreement. The Credit Agreement,
among other things, provides for the making of Revolving Loans by the Lender to
the Borrowers (including the [Company] [Applicable Subsidiary Borrower]) from
time to time in an aggregate amount not to exceed at any time outstanding such
Lender's Revolving Loan Commitment.

   The [Company] [Applicable Subsidiary Borrower] hereby waives presentment,
demand, protest and notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.

                                      J-1
<PAGE>

   This Note shall be governed by, and construed in accordance with, the
internal laws (including 735 ILCS Section 105/5-1 et seq. but otherwise without
regard to the conflicts of law provisions) of the State of Illinois, but giving
effect to applicable federal laws.

                                       [STEELCASE INC.] [NAME OF APPLICABLE
                                          SUBSIDIARY BORROWER], as the
                                          [Company] [Applicable Subsidiary
                                          Borrower]
                                       By:______________________________________
                                                Name:
                                                Title:

                                      J-2
<PAGE>

                  Revolving Loan and Principal Payment Schedule
                                       to

  [Steelcase Inc.] [Name of Applicable Subsidiary Borrower] Revolving Loan Note

<TABLE>
<CAPTION>
                          Principal Amount          Maturity of Interest       Principal Amount         Unpaid
Date                     of Revolving Loan                Period                     Paid               Balance
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                        <C>                      <C>

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</TABLE>

                                      J-3
<PAGE>

                                    EXHIBIT K
                                       TO
                                CREDIT AGREEMENT

                       FORM OF ASSUMPTION LETTER AGREEMENT

                                     [Date]

To the Administrative Agent and the Lenders
party to the Credit Agreement
referred to below

Ladies and Gentlemen:

                  Reference is made to that certain Credit Agreement dated as of
July 29, 2003 among Steelcase Inc., a Michigan corporation (the "COMPANY"), the
undersigned (upon the effectiveness of this Assumption Letter and the
satisfaction of certain other conditions), the other "Subsidiary Borrowers" from
time to time parties thereto, the institutions from time to time party thereto
as "Lenders", Bank One, NA, as "Administrative Agent", and Bank of America,
N.A., as "Syndication Agent" (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement.

                  The undersigned, [_____________], a[n] [__________
corporation/limited liability company/partnership] [company organized under the
laws of [_____________]] (the "NEW SUBSIDIARY BORROWER"), wishes to become a
"Subsidiary Borrower" under and as defined in the Credit Agreement, and
accordingly hereby agrees that, subject to the satisfaction of the conditions
set forth in Section 2.23 and 5.3 of the Credit Agreement, from the date hereof
it shall become a "Subsidiary Borrower" under the Credit Agreement, and until
the payment in full of the principal of and interest on all Loans made to it and
performance of all of its other obligations thereunder, it shall perform, comply
with and be bound by each of the provisions of the Credit Agreement which are
stated to apply to a "Borrower" or a "Subsidiary Borrower." Without limiting the
generality of the foregoing, the New Subsidiary Borrower hereby represents and
warrants that: (i) the representations and warranties relating to such New
Subsidiary Borrower and, to the extent applicable, its Subsidiaries, set forth
in Article VI (including, without limitation, those set forth in Section 6.22)
of the Credit Agreement are true and correct on and as of the date hereof, and
(ii) it has heretofore received a true and correct copy of the Credit Agreement
(including any amendments or modifications thereof or supplements or waivers
thereto) as in effect on the date hereof. In addition, the New Subsidiary
Borrower hereby authorizes the Borrower to act on its behalf as and to the
extent provided for in Section 1.3, Article II, Section 10.13(B)(ii) or
otherwise in Credit Agreement. [Notwithstanding the preceding sentence, the New
Subsidiary Borrower hereby designates the following officers as

                                      K-1
<PAGE>

"Authorized Officers" thereof (under and as defined in the Credit Agreement):
[_____________].]

                  CHOICE OF LAW. THIS ASSUMPTION LETTER SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                  This Assumption Letter may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.

                                      K-2
<PAGE>

                  IN WITNESS WHEREOF, the New Subsidiary Borrower has duly
executed and delivered this Assumption Letter as of the date and year first
above written.

                                     [NAME OF SUBSIDIARY], as the New Subsidiary
                                     Borrower

                                          By::__________________________________
                                          Name:
                                          Title:

                                          Address for Notices under the Credit
                                          Agreement:

                                          [_____________]

Acknowledged by and consented to:

BANK ONE, NA (Main Office Chicago),
as Administrative Agent

By:  _____________________________________
Name:
Title:

STEELCASE INC., as the Company

By:  _____________________________________
Name:
Title:

                                      K-3
<PAGE>

                                    EXHIBIT L

                                       TO

                                CREDIT AGREEMENT

                          FORM OF DESIGNATION AGREEMENT

                            Dated ____________, 20__

   Reference is made to the Credit Agreement, dated as of July 29, 2003 (as
amended or otherwise modified from time to time, the "CREDIT AGREEMENT"), among
Steelcase Inc., a Michigan corporation (the "COMPANY"), the "Subsidiary
Borrowers" from time to time parties thereto, the financial institutions from
time to time party thereto as "Lenders", Bank One, NA (Main Office Chicago), as
"Administrative Agent", and Bank Of America, N.A. as "Syndication Agent". Terms
defined in the Credit Agreement are used herein as therein defined.

    ______________ (the "DESIGNATING LENDER") and ______________ (the
"DESIGNATED LENDER") agree as follows:

         (a)      The Designating Lender hereby designates the Designated
                  Lender, and the Designated Lender hereby accepts such
                  designation, as its Designated Lender under the Credit
                  Agreement.

         (b)      The Designating Lender makes no representation or warranty and
                  assumes no responsibility with respect to the financial
                  condition of the Company or the performance or observance by
                  the Company of any of its obligations under the Credit
                  Agreement or any other instrument or document furnished
                  pursuant thereto.

         (c)      The Designated Lender (i) confirms that it has received a copy
                  of the Credit Agreement, together with copies of the financial
                  statements referred to in Articles VI and VII thereof and such
                  other documents and information as it has deemed appropriate
                  to make its own credit analysis and decision to enter into
                  this Designation Agreement; (ii) agrees that it will,
                  independently and without reliance upon the Administrative
                  Agent, the Designating Lender or any other Lender, and based
                  on such documents and information as it shall deem appropriate
                  at the time, continue to make its own credit decisions in
                  taking or not taking any action it may be permitted to take
                  under the Credit Agreement; (iii) confirms that it is an
                  Eligible Designee; (iv) appoints and authorizes the
                  Designating Lender as its administrative agent and
                  attorney-in-fact and grants the Designating Lender an
                  irrevocable power of attorney to receive payments made for the
                  benefit of the Designated Lender under the Credit Agreement
                  and to deliver and receive all communications and notices
                  under the Credit Agreement,

                                      L-1
<PAGE>

                  if any, that the Designated Lender is obligated to deliver or
                  has the right to receive thereunder; (v) acknowledges that it
                  is subject to and bound by the confidentiality provisions of
                  the Credit Agreement (except as permitted under Sections
                  13.1(B)(i) and 13.4 thereof); (vi) agrees that it will comply
                  with the provisions of Section 2.14(E) of the Credit Agreement
                  to the same extent as if it were a Lender; and (vii)
                  acknowledges that the Designating Lender retains the sole
                  right and responsibility to vote under the Credit Agreement,
                  including, without limitation, the right to approve any
                  amendment, modification or waiver of any provision of the
                  Credit Agreement, and agrees that the Designated Lender shall
                  be bound by all such votes, approvals, amendments,
                  modifications and waivers and all other agreements of the
                  Designating Lender pursuant to or in connection with the
                  Credit Agreement.

         (d)      Following the execution of this Designation Agreement by the
                  Designating Lender and the Designated Lender, it will be
                  delivered to the Administrative Agent for acceptance and
                  recording by the Administrative Agent. The effective date of
                  this Designation Agreement shall be the date of acceptance
                  thereof by the Administrative Agent, unless otherwise
                  specified on the signature page hereto (the "EFFECTIVE DATE").

         (e)      Upon such acceptance and recording by the Administrative
                  Agent, as of the Effective Date (a) the Designated Lender
                  shall have the right to make Loans as a Lender pursuant to
                  Article II of the Credit Agreement and the rights of a Lender
                  related thereto and (b) the making of any such Loans by the
                  Designated Lender shall satisfy the obligations of the
                  Designating Lender under the Credit Agreement to the same
                  extent, and as if, such Loans were made by the Designating
                  Lender.

         (f)      Each party to this Designation Agreement hereby agrees that it
                  shall not institute against, or join any other Person in
                  instituting against, any Designated Lender any bankruptcy,
                  reorganization, arrangement, insolvency or liquidation
                  proceeding or other proceedings under any federal or state
                  bankruptcy or similar law for one year and a day after payment
                  in full of all outstanding senior indebtedness of any
                  Designated Lender; provided that the Designating Lender for
                  each Designated Lender hereby agrees to indemnify, save and
                  hold harmless each other party hereto for any loss, cost,
                  damage and expense arising out of its inability to institute
                  any such proceeding against such Designated Lender. This
                  Section 6 of the Designation Agreement shall survive the
                  termination of this Designation Agreement and termination of
                  the Credit Agreement.

         (g)      This Designation Agreement shall be governed by, and construed
                  in accordance with, the laws (including 735 ILCS Section
                  105/5-1 et seq. but otherwise without regard to the conflicts
                  of law provisions) of the State of Illinois.

                                      L-2
<PAGE>

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

Effective Date(12):

                                       [NAME OF DESIGNATING LENDER], as the
                                       Designating Lender

                                       By:  _____________________________
                                       Name:
                                       Title:

                                       [NAME OF DESIGNATED LENDER], as the
                                       Designated Lender

                                       By:  ______________________________
                                       Name:
                                       Title:

Accepted and Approved this
____ day of ________, _____

BANK ONE, NA (MAIN OFFICE CHICAGO),
as Administrative Agent

By:  ______________________________
Name:
Title:

---------------------------
(12)     This date should be no earlier than the date of acceptance by the
         Administrative Agent.

                                      L-3
<PAGE>

                                    EXHIBIT M
                                       TO
                                CREDIT AGREEMENT

                        FORM OF COMMITMENT AND ACCEPTANCE

                             Dated [_______________]

         Reference is made to the Credit Agreement, dated as of July 29, 2003,
among Steelcase Inc., a Michigan corporation (the "COMPANY"), the entities from
time to time parties thereto as Subsidiary Borrowers (the "SUBSIDIARY BORROWERS"
and together with the Company, the "BORROWERS"), the institutions from time to
time parties thereto as "Lenders", the Administrative Agent and Bank of America,
N.A., as "Syndication Agent" (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT"). Terms defined
in the Credit Agreement are used herein with the same meaning.

         Pursuant to Section 2.22 of the Credit Agreement, the Company has
requested an increase in the Aggregate Revolving Loan Commitment from
$______________ to $_____________. Such increase in the Aggregate Revolving Loan
Commitment is to become effective on the date (the "EFFECTIVE DATE") which is
the later of (i) _________, ____ and (ii) the date on which the conditions
precedent set forth in Section 2.22(C) in respect of such increase have been
satisfied. In connection with such requested increase in the Aggregate Revolving
Loan Commitment, the Company, the Administrative Agent and _________________
(the "ACCEPTING BANK") hereby agree as follows:

         1.       Effective as of the Effective Date, [the Accepting Bank shall
become a party to the Credit Agreement as a Lender and shall have all of the
rights and obligations of a Lender thereunder and shall thereupon have a
Revolving Loan Commitment under and for purposes of the Credit Agreement in a
Dollar Amount equal to the] [the Revolving Loan Commitment of the Accepting Bank
under the Credit Agreement shall be increased from $_________ to the] Dollar
Amount set forth opposite the Accepting Bank's name on the signature page
hereof.

         [2.      The Accepting Bank hereby (a) represents and warrants that (i)
it has full power and authority, and has taken all action necessary, to execute
and deliver this Commitment and Acceptance and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of its interest thereunder,
shall have the obligations of a Lender thereunder, (iii) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1 to this
Commitment and Acceptance, (iv) confirms that such Accepting Bank is not
satisfying and shall not satisfy any of its obligations pursuant to the Credit
Agreement with any assets considered for any purposes as "plan assets" as
defined under ERISA and that its rights, benefits and interests in and under the
Loan Documents will not be "plan assets" under ERISA, (v) it has received a copy
of the Credit Agreement, together with copies of financial statements and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Commitment and Acceptance and to
assume its interest under the Credit Agreement on

                                      M-1
<PAGE>

the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (vi)
attached as Schedule 1 to this Commitment and Acceptance is any documentation
required to be delivered by the Accepting Bank with respect to its tax status
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Accepting Bank and (b) agrees (i) that it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents and (ii) that it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.](13)

         [3.]     The Company hereby represents and warrants that as of the date
hereof and as of the Effective Date, (a) all representations and warranties of
the Company contained in Article VI of the Credit Agreement shall be true and
correct in all material respects as though made on such date (unless such
representation and warranty is made as of a specific date, in which case such
representation and warranty shall be true and correct in all material respects
as of such date; it being understood and agreed that the representations and
warranties set forth in Sections 6.5, 6.7 and 6.21 are made only as of the
Closing Date) and (b) no event shall have occurred and then be continuing which
constitutes a Default or an Unmatured Default.

         [4.]     THIS COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (INCLUDING 735 ILCS SECTION
105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS)
OF THE STATE OF ILLINOIS.

         [5.]     This Commitment and Acceptance Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

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

                                  STEELCASE INC., as the Company

                                  By:___________________________________________
                                  Title:________________________________________

---------------------------
(13)     To be included only in a Commitment and Acceptance for a new Lender
under the Credit Agreement.

                                      M-2
<PAGE>

                                  BANK ONE, NA
                                  (Main Office Chicago),
                                  as Administrative Agent

                                  By:___________________________________________
                                  Title:________________________________________

COMMITMENT                              ACCEPTING BANK

$                                       [BANK]

                                        By:_____________________________________
                                        Title: _________________________________

                                      M-3
<PAGE>

                              [SCHEDULE 1 - PART I

                          ADMINISTRATIVE QUESTIONNAIRE

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

    (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
    (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)](14)

---------------------------
(14)     To be included only in a Commitment and Acceptance for a new Lender
under the Credit Agreement.

                                      M-4
<PAGE>

                              [SCHEDULE 1 - PART II

            U.S. AND NON-U.S. TAX INFORMATION REPORTING REQUIREMENTS

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)

    (For Forms for Primary Syndication call Peterine Svoboda at 312-732-8844)
    (For Forms after Primary Syndication call Jim Bartz at 312-732-1242)]15

---------------------------
(15)     To be included only in a Commitment and Acceptance for a new Lender
under the Credit Agreement.

                                      M-5