<PAGE>

                                                                   EXHIBIT 10.18

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                                CREDIT AGREEMENT

                                      among

                               WATERS CORPORATION,

                                VARIOUS LENDERS,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                         (f/k/a Bankers Trust Company),
                            as ADMINISTRATIVE AGENT,

                              JPMORGAN CHASE BANK,
                         as a RCF CO-SYNDICATION AGENT,
                  a TLF CO-LEAD ARRANGER and a RCF CO-ARRANGER

                              FLEET NATIONAL BANK,
           as a TLF CO-SYNDICATION AGENT, a RCF CO-SYNDICATION AGENT,
                    a TLF CO-ARRANGER and a RCF CO-ARRANGER,

                               ABN AMRO BANK N.V.,
           as a TLF CO-SYNDICATION AGENT, a RCF CO-SYNDICATION AGENT,
                    a TLF CO-ARRANGER and a RCF CO-ARRANGER,

                              THE BANK OF NEW YORK,
              as a RCF CO-SYNDICATION AGENT and a RCF CO-ARRANGER,

                         CITIZENS BANK OF MASSACHUSETTS,
                         as a TLF CO-SYNDICATION AGENT,
                     a TLF CO-ARRANGER and a RCF CO-ARRANGER

                                       AND

                               BARCLAYS BANK PLC,
               as RCF SENIOR MANAGING AGENT and a TLF CO-ARRANGER

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

                          Dated as of February 12, 2002
                                       and
                  amended and restated as of December 17, 2003

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

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                          DEUTSCHE BANK SECURITIES INC.
                    (f/k/a Deutsche Banc Alex. Brown, Inc.),
                        as LEAD ARRANGER and BOOK RUNNER

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                           Page
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<S>                                                                                                        <C>
SECTION 1. Amount and Terms of Credit..................................................................      1

     1.01.  The Commitments............................................................................      1
     1.02.  Minimum Amount of Each Borrowing...........................................................      3
     1.03.  Notice of Borrowing........................................................................      4
     1.04.  Disbursement of Funds......................................................................      4
     1.05.  Notes......................................................................................      5
     1.06.  Conversions................................................................................      7
     1.07.  Pro Rata Borrowings........................................................................      7
     1.08.  Interest...................................................................................      7
     1.09.  Interest Periods...........................................................................      8
     1.10.  Increased Costs, Illegality, etc...........................................................      9
     1.11.  Compensation...............................................................................     11
     1.12.  Change of Lending Office...................................................................     12
     1.13.  Replacement of Lenders.....................................................................     12

SECTION 2. Letters of Credit...........................................................................     13

     2.01.  Letters of Credit..........................................................................     13
     2.02.  Minimum Stated Amount......................................................................     14
     2.03.  Letter of Credit Requests..................................................................     14
     2.04.  Letter of Credit Participations............................................................     15
     2.05.  Agreement to Repay Letter of Credit Drawings...............................................     17
     2.06.  Increased Costs............................................................................     18

SECTION 3. Commitment Commission; Fees; Reductions of Commitment.......................................     18

     3.01.  Fees.......................................................................................     18
     3.02.  Optional Commitment Reductions.............................................................     19
     3.03.  Mandatory Reduction of Commitments.........................................................     20

SECTION 4. Prepayments; Payments; Taxes................................................................     20

     4.01.  Voluntary Prepayments......................................................................     20
     4.02.  Mandatory Repayments and Cash Collateralizations...........................................     21
     4.03.  Method and Place of Payment................................................................     23
     4.04.  Net Payments...............................................................................     23

SECTION 5. Conditions Precedent to the Restatement Effective Date......................................     25

     5.01.  Execution of Agreement; Notes..............................................................     25
     5.02.  Officer's Certificate......................................................................     25
     5.03.  Opinions of Counsel........................................................................     25
     5.04.  Corporate Documents; Proceedings; etc......................................................     25
     5.05.  Existing Credit Agreement..................................................................     26
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
     5.06.  Guaranties.................................................................................     26
     5.07.  Adverse Change; Governmental Approvals; etc................................................     26
     5.08.  Litigation.................................................................................     27
     5.09.  Financial Statements.......................................................................     27
     5.10.  Fees, etc..................................................................................     27

SECTION 6. Conditions Precedent to All Credit Events...................................................     27

     6.01.  Restatement Effective Date.................................................................     27
     6.02.  No Default; Representations and Warranties.................................................     27
     6.03.  Notice of Borrowing; Letter of Credit Request..............................................     27

SECTION 7. Representations, Warranties and Agreements..................................................     28

     7.01.  Corporate Status...........................................................................     28
     7.02.  Corporate Power and Authority..............................................................     28
     7.03.  No Violation...............................................................................     28
     7.04.  Governmental Approvals.....................................................................     29
     7.05.  Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.......     29
     7.06.  Litigation.................................................................................     29
     7.07.  True and Complete Disclosure...............................................................     29
     7.08.  Use of Proceeds; Margin Regulations........................................................     30
     7.09.  Tax Returns and Payments...................................................................     30
     7.10.  Compliance with ERISA......................................................................     30
     7.11.  Properties.................................................................................     31
     7.12.  Subsidiaries...............................................................................     31
     7.13.  Compliance with Statutes, etc..............................................................     31
     7.14.  Investment Company Act.....................................................................     31
     7.15.  Public Utility Holding Company Act.........................................................     31
     7.16.  Environmental Matters......................................................................     31
     7.17.  Labor Relations............................................................................     32
     7.18.  Patents, Licenses, Franchises and Formulas.................................................     32

SECTION 8. Affirmative Covenants.......................................................................     32

     8.01.  Information Covenants......................................................................     32
     8.02.  Books, Records and Inspections.............................................................     34
     8.03.  Maintenance of Insurance...................................................................     34
     8.04.  Corporate Franchises.......................................................................     34
     8.05.  Compliance with Statutes, etc..............................................................     34
     8.06.  ERISA......................................................................................     34
     8.07.  End of Fiscal Years; Fiscal Quarters.......................................................     35
     8.08.  Payment of Taxes...........................................................................     36
     8.09.  Additional Subsidiary Guarantors...........................................................     36

SECTION 9. Negative Covenants..........................................................................     36

     9.01.  Liens......................................................................................     36
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
     9.02.  Fundamental Changes........................................................................     39
     9.03.  Asset Dispositions, Liquidation and Dissolution............................................     39
     9.04.  Indebtedness...............................................................................     39
     9.05.  Advances, Investments and Loans............................................................     41
     9.06.  Transactions with Affiliates...............................................................     43
     9.07.  Consolidated Leverage Ratio................................................................     44
     9.08.  Minimum Interest Coverage Ratio............................................................     44
     9.09.  Material Subsidiaries......................................................................     44
     9.10.  Business...................................................................................     44
     9.11.  Limitation on Certain Restrictions on Subsidiaries.........................................     44
     9.12.  Limitation on Issuance of Capital Stock....................................................     45
     9.13.  Special Provisions Relating to Waters Finance III..........................................     45

SECTION 10. Events of Default..........................................................................     45

     10.01.  Payments..................................................................................     45
     10.02.  Representations, etc......................................................................     45
     10.03.  Covenants.................................................................................     45
     10.04.  Default Under Other Agreements............................................................     46
     10.05.  Bankruptcy, etc...........................................................................     46
     10.06.  ERISA.....................................................................................     46
     10.07.  Subsidiaries Guaranty.....................................................................     47
     10.08.  Judgments.................................................................................     47
     10.09.  Change of Control.........................................................................     47

SECTION 11. Definitions and Accounting Terms...........................................................     48

     11.01.  Defined Terms.............................................................................     48

SECTION 12. The Agents.................................................................................     66

     12.01.  Appointment...............................................................................     66
     12.02.  Nature of Duties..........................................................................     67
     12.03.  Lack of Reliance on the Agents............................................................     67
     12.04.  Certain Rights of the Agents..............................................................     67
     12.05.  Reliance..................................................................................     68
     12.06.  Indemnification...........................................................................     68
     12.07.  The Agents in Their Individual Capacity...................................................     68
     12.08.  Holders...................................................................................     68
     12.09.  Resignation...............................................................................     69
     12.10.  RCF Co-Syndication Agents; TLF Co-Syndication Agents; RCF Co-Arrangers; TLF Co-Arrangers;
             TLF Co-Lead Arranger; RCF Senior Managing Agent; and Lead Arranger........................     70

SECTION 13. Miscellaneous..............................................................................     70

     13.01.  Payment of Expenses, etc..................................................................     70
     13.02.  Right of Setoff...........................................................................     71
     13.03.  Notices...................................................................................     71
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
     13.04.  Benefit of Agreement......................................................................     71
     13.05.  No Waiver; Remedies Cumulative............................................................     73
     13.06.  Payments Pro Rata.........................................................................     74
     13.07.  Calculations; Computations................................................................     74
     13.08.  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL....................     75
     13.09.  Counterparts..............................................................................     76
     13.10.  Effectiveness.............................................................................     76
     13.11.  Headings Descriptive......................................................................     76
     13.12.  Amendment or Waiver; etc..................................................................     77
     13.13.  Survival..................................................................................     78
     13.14.  Domicile of Loans.........................................................................     78
     13.15.  Confidentiality...........................................................................     78
     13.16.  Register..................................................................................     80
     13.17.  Judgment Currency.........................................................................     80
</TABLE>

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                  CREDIT AGREEMENT, dated as of February 12, 2002 and amended
and restated as of December 17, 2003, among WATERS CORPORATION, a Delaware
corporation (the "Borrower"), the Lenders party hereto from time to time, and
DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as
Administrative Agent (in such capacity, the "Administrative Agent") (all
capitalized terms used herein and defined in Section 11 are used herein as
therein defined).

                              W I T N E S S E T H:

                  WHEREAS, the Borrower, the Existing Lenders and DBTCA, as
Administrative Agent, are parties to a Credit Agreement, dated as of February
12, 2002 (as the same has been amended, modified or supplemented to, but not
including, the Restatement Effective Date, the "Existing Credit Agreement"); and

                  WHEREAS, the parties hereto wish to amend and restate the
Existing Credit Agreement in its entirety in the form of this Agreement subject
to and on the terms and conditions set forth herein and the Lenders are willing
to make available to the Borrower the respective credit facilities provided
herein;

                  NOW, THEREFORE, the Borrower, the Lenders and the
Administrative Agent agree that, on the Restatement Effective Date, the Existing
Credit Agreement shall be and is hereby amended and restated in its entirety as
follows:

                  SECTION 1. Amount and Terms of Credit.

                  1.01. The Commitments. (a) (I) On the Restatement Effective
Date, the Existing Revolving Loans made by each Existing Lender to the Borrower
pursuant to the Existing Credit Agreement and outstanding on the Restatement
Effective Date (immediately prior to giving effect thereto) shall be continued,
and shall remain outstanding, as Borrowings of Revolving Loans hereunder, and
(II) subject to and upon the terms and conditions set forth herein, each Lender
with a Revolving Commitment severally agrees to make, at any time and from time
to time on and after the Restatement Effective Date and prior to the Maturity
Date, one or more additional revolving loans (together with the Existing
Revolving Loans continued pursuant to preceding clause (I), the "Revolving
Loans" and each a "Revolving Loan") to the Borrower, which Revolving Loans (i)
shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be
incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
Loans, provided that except as otherwise specifically provided in Section
1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be
of the same Type, (iii) may be repaid and reborrowed in accordance with the
provisions hereof, (iv) shall not exceed for any Lender at any time outstanding
that aggregate principal amount which, when added to the product of (x) such
Lender's RF Percentage and (y) the sum of (1) the aggregate amount of all Letter
of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time and (2) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding, equals the Revolving Commitment

<PAGE>

of such Lender at such time and (v) shall not exceed for all Lenders at any time
outstanding that aggregate principal amount which, when added to (x) the
aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time and
(y) the aggregate principal amount of all Swingline Loans (exclusive of
Swingline Loans which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Total Revolving Commitment at such time.

                  (b)      (I) On the Restatement Effective Date, the Existing
Swingline Loans made by the Swingline Lender to the Borrower pursuant to the
Existing Credit Agreement and outstanding on the Restatement Effective Date
(immediately prior to giving effect thereto) shall be continued, and remain
outstanding, as Borrowings of Swingline Loans hereunder, and (II) subject to and
upon the terms and conditions set forth herein, the Swingline Lender agrees to
make, at any time and from time to time on and after the Restatement Effective
Date and prior to the Swingline Expiry Date, one or more additional revolving
loans (together with the Existing Swingline Loans continued pursuant to
preceding clause (I), the "Swingline Loans" and each a "Swingline Loan") to the
Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate
Loans, (ii) may be repaid and reborrowed in accordance with the provisions
hereof, (iii) shall not exceed in aggregate principal amount at any time
outstanding, when combined with the aggregate principal amount of all Revolving
Loans then outstanding and the Letter of Credit Outstandings at such time, an
amount equal to the Total Revolving Commitment at such time and (iv) shall not
exceed at any time outstanding the Maximum Swingline Amount. Notwithstanding
anything to the contrary contained in this Section 1.01(b), (i) the Swingline
Lender shall not be obligated to make any Swingline Loans at a time when a
Lender Default exists unless the Swingline Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate the Swingline Lender's risk
with respect to the Defaulting Lender's or Lenders' participation in such
Swingline Loans, including by cash collateralizing such Defaulting Lender's or
Lenders' RF Percentage of the outstanding Swingline Loans and (ii) the Swingline
Lender shall not make any Swingline Loan after it has received written notice
from the Borrower or the Required Lenders stating that a Default or an Event of
Default exists and is continuing until such time as the Swingline Lender shall
have received written notice (A) of rescission of all such notices from the
party or parties originally delivering such notice or notices or (B) of the
waiver of such Default or Event of Default by the Required Lenders.

                  (c)      On any Business Day, the Swingline Lender may, in its
sole discretion, give notice to the RF Lenders that its outstanding Swingline
Loans shall be funded with a Borrowing of Revolving Loans (provided that such
notice shall be deemed to have been automatically given upon the occurrence of a
Default or an Event of Default under Section 10.05 or upon the exercise of any
of the remedies provided in the last paragraph of Section 10), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing,
a "Mandatory Borrowing") shall be made on the immediately succeeding Business
Day by the RF Lenders (without giving effect to any reductions thereto pursuant
to the last paragraph of Section 10) pro rata based on each RF Lender's RF
Percentage (determined before giving effect to any termination of the Total
Revolving Commitment pursuant to the last paragraph of Section 10) and the
proceeds thereof shall be applied directly to the Swingline Lender to repay the
Swingline Lender for such outstanding Swingline Loans. Each RF Lender

                                      -2-
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hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice
pursuant to each Mandatory Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not
comply with the Minimum Borrowing Amount otherwise required hereunder, (ii)
whether any conditions specified in Section 6 are then satisfied, (iii) whether
a Default or an Event of Default has occurred or then exists, (iv) the date of
such Mandatory Borrowing and (v) the amount of the Total Revolving Commitment at
such time. In the event that any Mandatory Borrowing cannot for any reason be
made on the date otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under the Bankruptcy Code with
respect to the Borrower), then each RF Lender hereby agrees that it shall
forthwith purchase (as of the date the Mandatory Borrowing would otherwise have
occurred, but adjusted for any payments received from the Borrower on or after
such date and prior to such purchase) from the Swingline Lender such
participations in the outstanding Swingline Loans as shall be necessary to cause
the RF Lenders to share in such Swingline Loans ratably based upon their
respective RF Percentages (determined before giving effect to any termination of
the Total Revolving Commitment pursuant to the last paragraph of Section 10),
provided that (x) all interest payable on the Swingline Loans shall be for the
account of the Swingline Lender until the date as of which the respective
participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to this
sentence is actually made, the purchasing RF Lender shall be required to pay the
Swingline Lender interest on the principal amount of participation purchased for
each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the overnight Federal Funds Rate for the first three days and
at the rate otherwise applicable to Revolving Loans maintained as Base Rate
Loans hereunder for each day thereafter.

                  (d)      Subject to and upon the terms and conditions set
forth herein, each Lender with a Term Loan Commitment severally agrees to make,
on the Restatement Effective Date, a term loan or term loans (each, a "Term
Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans,
(i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower,
be incurred and maintained as, and/or converted into, Base Rate Loans or
Eurodollar Loans, provided that except as otherwise specifically provided in
Section 1.10(b), all Term Loans made as part of the same Borrowing shall at all
times consist of Term Loans of the same Type, (iii) shall not exceed for any
Lender, in initial principal amount, that amount which equals the Term Loan
Commitment of such Lender as in effect on the Restatement Effective Date (before
giving effect to any reduction thereto on such date pursuant to Section 3.03(c))
and (iv) shall be made pursuant to a single drawing on the Restatement Effective
Date. Once repaid, Term Loans may not be reborrowed.

                  1.02. Minimum Amount of Each Borrowing. The aggregate
principal amount of each Borrowing of Loans shall be not less than the
respective Minimum Borrowing Amount applicable thereto; provided that Mandatory
Borrowings shall be made in the amounts required by Section 1.01(c). More than
one Borrowing may occur on the same date, but at no time shall there be
outstanding more than eight Borrowings of Eurodollar Loans.

                                      -3-
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                  1.03. Notice of Borrowing. (a) Whenever the Borrower desires
to incur Loans hereunder (excluding Borrowings of Swingline Loans and Revolving
Loans incurred pursuant to Mandatory Borrowings), an Authorized Representative
of the Borrower shall give the Administrative Agent at the Notice Office at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Base Rate Loan and at least three Business Days'
prior written notice (or telephonic notice promptly confirmed in writing) of
each Eurodollar Loan to be made hereunder, provided that any such notice shall
be deemed to have been given on a certain day only if given before 11:00 A.M.
(New York time) on such day. Each such written notice or written confirmation of
telephonic notice (each a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be given by an
Authorized Representative of the Borrower in the form of Exhibit A-1,
appropriately completed to specify (i) the Facility under which such Borrowing
is being made, (ii) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a
Business Day), and (iv) whether the Loans being made pursuant to such Borrowing
are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if
Eurodollar Loans, the initial Interest Period to be applicable thereto. The
Administrative Agent shall promptly give each Lender which is required to make
Loans under the Facility specified in the respective Notice of Borrowing, notice
of such proposed Borrowing, of such Lender's proportionate share thereof and of
the other matters required by the immediately preceding sentence to be specified
in the Notice of Borrowing.

                  (b)      (i) Whenever the Borrower desires to make a Borrowing
of Swingline Loans hereunder, an Authorized Representative of the Borrower shall
give the Swingline Lender not later than 12:00 Noon (New York time) on the date
that a Swingline Loan is to be made written notice (or telephonic notice
promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each
such notice shall be irrevocable and shall specify in each case (A) the date of
Borrowing and (B) the aggregate principal amount of the Swingline Loans to be
made pursuant to such Borrowing.

                  (ii)     Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(c), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as
set forth in Section 1.01(c).

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

                  1.04. Disbursement of Funds. Except as otherwise specifically
provided in the immediately succeeding sentence, no later than 12:00 Noon (New
York time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, not later than 2:00 P.M. (New York time) on the date
specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory
Borrowings, not later than 12:00 Noon (New York time) on the date specified in

                                      -4-
<PAGE>

Section 1.01(c)), each Lender with a Commitment under the respective Facility
will make available its pro rata portion of each Borrowing to be made on such
date (or in the case of Swingline Loans, the Swingline Lender shall make
available the full amount thereof). All such amounts shall be made available in
Dollars and in immediately available funds at the Payment Office, and the
Administrative Agent will, except in the case of Revolving Loans made pursuant
to a Mandatory Borrowing, make available to the Borrower at the Payment Office
the aggregate of the amounts so made available by the Lenders. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing that such Lender does not intend to make available to the
Administrative Agent such Lender's portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such date of Borrowing and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower to immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower until the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if recovered from such Lender, the overnight Federal
Funds Rate for the first three days and at the interest rate otherwise
applicable to such Loans for each day thereafter and (ii) if recovered from the
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Lender as a result
of any failure by such Lender to make Loans hereunder.

                  1.05. Notes. (a) Subject to the provisions of Section 1.05(f),
the Borrower's obligation to pay the principal of, and interest on, the Loans
made by each Lender shall be evidenced in the Register maintained by the
Administrative Agent pursuant to Section 13.16 and shall, if requested by such
Lender, also be evidenced (i) if Revolving Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-1,
with blanks appropriately completed in conformity herewith (each a "Revolving
Note" and, collectively, the "Revolving Notes"), (ii) if Swingline Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-2, with blanks appropriately completed in conformity herewith
(the "Swingline Note") and (iii) if Term Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-3,
with blanks appropriately completed in conformity herewith (each a "Term Note"
and, collectively, the "Term Notes").

                  (b)      The Revolving Note issued to each RF Lender
requesting same shall (i) be executed by the Borrower, (ii) be payable to such
RF Lender or its registered assigns and be dated the Restatement Effective Date
(or if issued thereafter, the date of issuance), (iii) be in a stated principal
amount equal to the Revolving Commitment of such RF Lender (or, if issued after
the termination thereof, be in a stated principal amount equal to the
outstanding Revolving

                                      -5-
<PAGE>

Loans of such RF Lender at such time) and be payable in the principal amount of
the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v)
bear interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and
mandatory repayment as provided in Section 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

                  (c)      The Swingline Note issued to the Swingline Lender (if
requested) shall (i) be executed by the Borrower, (ii) be payable to the
Swingline Lender or its registered assigns and be dated the Restatement
Effective Date, (iii) be in a stated principal amount equal to the Maximum
Swingline Amount and be payable in the principal amount of the outstanding
Swingline Loans evidenced thereby from time to time, (iv) mature on the
Swingline Expiry Date, (v) bear interest as provided in the appropriate clause
of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be
subject to voluntary prepayment as provided in Section 4.01 and mandatory
repayment as provided in Section 4.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

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

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

                  (f)      Notwithstanding anything to the contrary contained
above or elsewhere in this Agreement, Notes shall only be delivered to Lenders
which at any time (or from time to time) specifically request the delivery of
such Notes. No failure of any Lender to request or obtain a Note evidencing its
Loans to the Borrower shall affect or in any manner impair the obligations of
the Borrower to pay the Loans (and all related Obligations) which would
otherwise be evidenced thereby in accordance with the requirements of this
Agreement, and shall not in any way affect the guaranties therefor provided
pursuant to the various Credit Documents. Any Lender which does not have a Note
evidencing its outstanding Loans shall in no event be required to make the
notations otherwise described in preceding clause (e) of this Section 1.05. At
any time when any Lender requests the delivery of a Note to evidence any of its
Loans, the

                                      -6-
<PAGE>

Borrower shall promptly execute and deliver to the respective Lender the
requested Note or Notes in the appropriate amount or amounts to evidence such
Loans.

                  1.06. Conversions. The Borrower shall have the option to
convert, on any Business Day, all or a portion equal to at least the applicable
Minimum Borrowing Amount of the outstanding principal amount of the Loans (other
than Swingline Loans which at all times shall be maintained as Base Rate Loans)
owing pursuant to a single Facility into a Borrowing or Borrowings (under the
same Facility) of another Type of Loan, provided that (i) except as otherwise
provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate
Loans only on the last day of an Interest Period applicable thereto and no
partial conversion of Eurodollar Loans shall reduce the outstanding principal
amount of such Eurodollar Loans made pursuant to a single Borrowing to less than
the Minimum Borrowing Amount applicable thereto, (ii) unless the Required
Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar
Loans if no Default or Event of Default is in existence on the date of the
conversion, (iii) no conversion pursuant to this Section 1.06 shall result in a
greater number of Borrowings of Eurodollar Loans than is permitted under Section
1.02 and (iv) Swingline Loans may not be converted pursuant to this Section
1.06. Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at the Notice Office prior to 12:00 Noon (New York time) at
least three Business Days' prior notice (each a "Notice of
Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to
specify the Loans to be so converted, the Borrowing or Borrowings pursuant to
which such Loans were made and, if to be converted into Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed conversion affecting
any of its Loans.

                  1.07. Pro Rata Borrowings. All Borrowings of Term Loans and
Revolving Loans under this Agreement shall be incurred from the Lenders pro rata
on the basis of their Term Loan Commitments or Revolving Commitments, as the
case may be, provided that each Mandatory Borrowing shall be incurred from the
RF Lenders pro rata on the basis of their RF Percentages. It is understood that
no Lender shall be responsible for any default by any other Lender of its
obligation to make Loans hereunder and that each Lender shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure of
any other Lender to make its Loans hereunder.

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

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

                                      -7-
<PAGE>

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

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

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

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

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

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

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

                                      -8-
<PAGE>

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

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

                  (vi)     no Interest Period in respect of any Borrowing of
         Eurodollar Loans shall be selected which extends beyond the Maturity
         Date; and

                  (vii)    no Interest Period in respect of any Borrowing of
         Term Loans shall be selected which extends beyond any date upon which a
         Term Loan Scheduled Repayment will be required to be made under Section
         4.02(b), if the aggregate principal amount of Term Loans which have
         Interest Periods which will expire after such date will be in excess of
         the aggregate principal amount of such Term Loans then outstanding less
         the aggregate amount of such Term Loan Scheduled Repayment.

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

                  1.10. Increased Costs, Illegality, etc. (a) In the event that
any Lender shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Administrative Agent):

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

                  (ii)     at any time, that such Lender shall incur increased
         costs or reductions in the amounts received or receivable hereunder
         with respect to any Eurodollar Loan because of (x) any change since the
         Original Effective Date in any applicable law or governmental rule,
         regulation, order, guideline or request (whether or not having the
         force of law) or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, order, guideline or request, such as, for example, but not
         limited to: (A) a change in the basis of taxation of payment to any
         Lender of the principal of or interest on the Loans or the Notes or any
         other amounts payable hereunder (except for changes in the rate of tax
         on, or determined by reference to, the net income or net profits of
         such Lender pursuant to the laws of the jurisdiction in which it is
         organized or in which its principal office or applicable lending

                                      -9-
<PAGE>

         office is located or any subdivision thereof or therein), or (B) a
         change in official reserve requirements, but, in all events, excluding
         reserves required under Regulation D to the extent included in the
         computation of the Eurodollar Rate and/or (y) other circumstances since
         the Original Effective Date affecting such Lender or the interbank
         Eurodollar market or the position of such Lender in such market; or

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

                  then, and in any such event, such Lender (or the
Administrative Agent, in the case of clause (i) above) shall promptly give
notice (by telephone confirmed in writing) to the Borrower and, except in the
case of clause (i) above, to the Administrative Agent of such determination
(which notice the Administrative Agent shall promptly transmit to each of the
other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans
shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist, and any Notice of Borrowing
or Notice of Conversion/Continuation given by the Borrower with respect to
Eurodollar Loans which have not yet been incurred (including by way of
conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause
(ii) above, the Borrower agrees to pay to such Lender, upon written demand
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as shall be required to compensate such Lender
for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender,
showing the basis for the calculation thereof, submitted to the Borrower by such
Lender in good faith shall, absent manifest error, be final and conclusive and
binding on all the parties hereto) and (z) in the case of clause (iii) above,
the Borrower shall take one of the actions specified in Section 1.10(b) as
promptly as possible and, in any event, within the time period required by law.

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

                                      -10-
<PAGE>

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

                  (d)      Notwithstanding anything to the contrary contained in
the last sentence of clause (a) of this Section 1.10, unless a Lender gives
notice to the Borrower pursuant to such sentence that the Borrower is obligated
to pay additional amounts to compensate such Lender for any increased costs or
reductions in amounts received or receivable hereunder (as described in
sub-clause (a)(ii) of this Section 1.10) within 180 days after the later of (x)
the date such Lender incurs the respective increased costs or reduction in the
amounts received or receivable hereunder and (y) the date such Lender has actual
knowledge of its incurrence of the respective increased costs or reduction in
the amounts received or receivable hereunder, such Lender shall only be entitled
to be compensated for any such amount by the Borrower pursuant to such sentence
to the extent that any such amounts are incurred or suffered on or after the
date which occurs 180 days prior to such Lender giving notice to the Borrower
that it is obligated to pay the respective amounts pursuant to such sentence;
provided, however, that if the circumstances giving rise to such claims have a
retroactive effect, such 180-day period shall be extended to include the period
of such retroactive effect. This Section 1.10(d) shall have no applicability to
any other Section of this Agreement.

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

                                      -11-
<PAGE>

with respect thereto; (iii) if any prepayment of any of its Eurodollar Loans is
not made on any date specified in a notice of prepayment given by the Borrower;
or (iv) as a consequence of (x) any other default by the Borrower to repay its
Loans when required by the terms of this Agreement or any Note held by such
Lender or (y) any election made pursuant to Section 1.10(b).

                  1.12. Change of Lending Office. Each Lender agrees that upon
the occurrence of any event giving rise to the operation of Section 1.10(a)(ii)
or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender provided in Sections
1.10, 2.06 and 4.04.

                  1.13. Replacement of Lenders. (x) If any Lender becomes a
Defaulting Lender or otherwise defaults in its obligations to make Loans or fund
Unpaid Drawings, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or
Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the
other Lenders or (z) as provided in Section 13.12(b) in the case of certain
refusals by a Lender to consent to certain proposed changes, waivers, discharges
or terminations with respect to this Agreement which have been approved by the
Required Lenders, the Borrower shall have the right, if no Default or Event of
Default will exist immediately after giving effect to the respective
replacement, to replace such Lender (the "Replaced Lender") with one or more
other Eligible Transferee or Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") reasonably acceptable to the Administrative Agent,
provided that (i) at the time of any replacement pursuant to this Section 1.13,
the Replacement Lender shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to
said Section 13.04(b) to be paid by the Replacement Lender) pursuant to which
the Replacement Lender shall acquire all of the Commitments and outstanding
Loans (or, in the case of the replacement of only (a) the Revolving Commitment,
the Revolving Commitment and outstanding Revolving Loans and participations in
Letters of Credit and (b) Term Loans, the outstanding Term Loans) of, and in
each case (except for the replacement of only outstanding Term Loans of the
respective Lender) participations in Letters of Credit by, the Replaced Lender
and, in connection therewith, shall pay to (x) the Replaced Lender in respect
thereof an amount equal to the sum of (A) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans (or, in the case of the
replacement of only (I) the Revolving Commitment, the outstanding Revolving
Loans or (II) the Term Loans, the outstanding Term Loans) of the Replaced
Lender, (B) except in the case of the replacement of only outstanding Term Loans
of a Replaced Lender, an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Lender, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to
Section 3.01, (y) except in the case of the replacement of only outstanding Term
Loans of a Replaced Lender, each Issuing Lender an amount equal to such Replaced
Lender's RF Percentage of any

                                      -12-
<PAGE>

Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such
amount was not theretofore funded by such Replaced Lender to such Issuing Lender
and (z) in the case of any replacement of Revolving Commitments, the Swingline
Lender an amount equal to such Replaced Lender's RF Percentage of any Mandatory
Borrowing to the extent such amount was not theretofore funded by such Replaced
Lender to the Swingline Lender, and (ii) all obligations of the Borrower owing
to the Replaced Lender (other than those specifically described in clause (i)
above in respect of which the assignment purchase price has been, or is
concurrently being, paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
Assignment and Assumption Agreements, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Notes executed by the
Borrower, the Replacement Lender shall become a Lender hereunder and, unless the
Replaced Lender continues to have any outstanding Term Loans or a Revolving
Commitment hereunder, the Replaced Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 13.01
and 13.06), which shall survive as to such Replaced Lender.

                  SECTION 2. Letters of Credit.

                  2.01. Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request that any Issuing Lender
issue, at any time and from time to time on and after the Restatement Effective
Date and prior to the Maturity Date, for the account of the Borrower and for the
benefit of (x) any holder (or any trustee, agent or other similar representative
for any such holders) of L/C Supportable Obligations, an irrevocable standby
letter of credit, in a form customarily used by such Issuing Lender or in such
other form as has been approved by such Issuing Lender and (y) sellers of goods
to the Borrower or any of its Subsidiaries, an irrevocable trade letter of
credit, in a form customarily used by such Issuing Lender or in such other form
as has been approved by such Issuing Lender (each such letter of credit, a
"Letter of Credit" and, collectively, the "Letters of Credit"). All Letters of
Credit shall be denominated in Dollars or an Alternate Currency and shall be
issued on a sight basis only. It is acknowledged and agreed that each of the
letters of credit which were issued (or deemed issued) under the Existing Credit
Agreement and which remain outstanding on the Restatement Effective Date and are
set forth on Schedule III (each such letter of credit, an "Existing Letter of
Credit" and, collectively, the "Existing Letters of Credit") shall, from and
after the Restatement Effective Date, constitute a Letter of Credit for all
purposes of this Agreement and shall, for purposes of Sections 2.04 and 3.01, be
deemed issued on the Restatement Effective Date. The Stated Amount of each
Existing Letter of Credit and the expiry date therefor, each as in effect on the
Restatement Effective Date, is set forth on Schedule III.

                  (b)      Subject to and upon the terms and conditions set
forth herein, each Issuing Lender agrees that it will, at any time and from time
to time on or after the Restatement Effective Date and prior to the tenth day
prior to the Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for the account of the Borrower one or more Letters of
Credit as is permitted to exist pursuant to this Agreement without giving rise
to a Default or Event of Default hereunder, provided that the respective Issuing
Lender shall be under no obligation to issue any Letter of Credit of the types
described above if at the time of such issuance:

                                      -13-
<PAGE>

                  (i)      any order, judgment or decree of any governmental
         authority or arbitrator shall purport by its terms to enjoin or
         restrain such Issuing Lender from issuing such Letter of Credit or any
         requirement of law applicable to such Issuing Lender or any request or
         directive (whether or not having the force of law) from any
         governmental authority with jurisdiction over such Issuing Lender shall
         prohibit, or request that such Issuing Lender refrain from, the
         issuance of letters of credit generally or such Letter of Credit in
         particular or shall impose upon such Issuing Lender with respect to
         such Letter of Credit any restriction or reserve or capital requirement
         (for which such Issuing Lender is not otherwise compensated), in any
         such case not in effect on the Original Effective Date, or any
         unreimbursed loss, cost or expense which was not applicable, in effect
         or known to such Issuing Lender as of the Original Effective Date and
         which such Issuing Lender in good faith deems material to it; or

                  (ii)     such Issuing Lender shall have received notice from
         any Lender prior to the issuance of such Letter of Credit of the type
         described in the second sentence of Section 2.03(b).

                  (c)      Notwithstanding the foregoing, (i) no Letter of
Credit shall be issued the Stated Amount of which, when added to the Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date
of, and prior to the issuance of, the respective Letter of Credit) at such time
would exceed either (x) $25,000,000 or (y) when added to the aggregate principal
amount of all Revolving Loans then outstanding and Swingline Loans then
outstanding, an amount equal to the Total Revolving Commitment at such time, and
(ii) each Letter of Credit shall by its terms terminate on or before (A) in the
case of standby Letters of Credit (other than Letters of Credit supporting
Foreign Subsidiary Working Capital Indebtedness), the earlier of (x) the date
which occurs twelve months after the date of the issuance thereof (although any
such Letter of Credit may be extendible for successive periods of up to twelve
months, but not beyond the tenth Business Day prior to the Maturity Date, on
terms acceptable to the Issuing Lender thereof) and (y) the tenth Business Day
prior to the Maturity Date, (B) in the case of standby Letters of Credit
supporting Foreign Subsidiary Working Capital Indebtedness, the earlier of (x)
three years from the issuance of such standby Letter of Credit and (y) the tenth
Business Day prior to the Maturity Date and (C) in the case of trade Letters of
Credit, the earlier of (x) the date which occurs 180 days after the date of the
issuance thereof and (y) the date which is 30 Business Days prior to the
Maturity Date.

                  2.02. Minimum Stated Amount. The Stated Amount of each Letter
of Credit shall not be less than $100,000 or such lesser amount as is acceptable
to the respective Issuing Lender.

                  2.03. Letter of Credit Requests. (a) Whenever the Borrower
desires that a Letter of Credit be issued hereunder for its account, the
Borrower shall have (x) executed and delivered to the Administrative Agent and
the respective Issuing Lender at least three Business Days prior to the issuance
thereof (or such shorter period as may be acceptable to the respective Issuing
Lender), a Letter of Credit Request in the form of Exhibit C attached hereto
(each a "Letter of Credit Request").

                                      -14-
<PAGE>

                  (b)      The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.01(c). Unless the respective Issuing Lender has received notice
from any Lender before it issues a Letter of Credit that one or more of the
conditions specified in Section 6 are not then satisfied, or that the issuance
of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender
may issue the requested Letter of Credit for the account of the Borrower in
accordance with such Issuing Lender's usual and customary practices. Upon the
issuance of, or modification or amendment to, any standby Letter of Credit, the
Issuing Lender thereof shall notify the Administrative Agent and the Borrower,
in writing, of such issuance, modification or amendment and such notice shall be
accompanied by a copy of such Letter of Credit, or modification or amendment
thereto, as the case may be. Upon receipt of such notice, the Administrative
Agent shall promptly notify each RF Lender, in writing of such issuance,
modification or amendment. With respect to trade Letters of Credit, the Issuing
Lender shall on the first Business Day of each week provide the Administrative
Agent with a written report detailing the aggregate daily outstanding trade
Letters of Credit for the previous week. Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Lender Default exists
with respect to an RF Lender, no Issuing Lender shall be required to issue any
Letter of Credit unless such Issuing Lender has entered into arrangements
satisfactory to it and the Borrower to eliminate such Issuing Lender's risk with
respect to the participation in Letters of Credit by such Defaulting Lender or
Lenders, including by cash collateralizing such Defaulting Lender's or Lenders'
RF Percentage or RF Percentages of the Letter of Credit Outstandings.

                  2.04. Letter of Credit Participations. (a) Immediately upon
the issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to each RF Lender, other than such
Issuing Lender (each such RF Lender, in its capacity under this Section 2.04, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's RF Percentage, in such Letter of Credit and each drawing or
payment made thereunder and the obligations of the Borrower under this Agreement
with respect thereto, and any security therefor or guaranty pertaining thereto.
Upon any change in the Revolving Commitments or RF Percentages of the Lenders
pursuant to Section 1.13, 3.02 or 13.04, it is hereby agreed that, with respect
to all outstanding Letters of Credit and Unpaid Drawings with respect thereto,
there shall be an automatic adjustment to the participations pursuant to this
Section 2.04 to reflect the new RF Percentages of the assignor and assignee
Lender or of all Lenders, as the case may be.

                  (b)      In determining whether to pay under any Letter of
Credit, such Issuing Lender shall have no obligation relative to the other RF
Lenders other than to confirm that any documents required to be delivered under
such Letter of Credit have been delivered and that they substantially comply on
their face with the requirements of such Letter of Credit. Any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit if taken or omitted in the absence of gross negligence or willful
misconduct, as determined by a court of competent jurisdiction in a final and
non-appealable proceeding, shall not create for such Issuing Lender any
resulting liability to the Borrower or any Lender.

                                      -15-
<PAGE>

                  (c)      In the event that any Issuing Lender makes any
payment under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Issuing Lender pursuant to Section
2.05(a), such Issuing Lender shall promptly notify the Administrative Agent,
which shall promptly notify each Participant of such failure, and each
Participant shall promptly and unconditionally pay to such Issuing Lender the
amount of such Participant's RF Percentage of such unreimbursed payment in
Dollars and in same day funds. If the Administrative Agent so notifies, prior to
11:00 A.M. (New York time) on any Business Day, any Participant required to fund
a payment under a Letter of Credit, such Participant shall make available to
such Issuing Lender in Dollars such Participant's RF Percentage of the amount of
such payment on such Business Day in same day funds. If and to the extent such
Participant shall not have so made its RF Percentage of the amount of such
payment available to such Issuing Lender, such Participant agrees to pay to such
Issuing Lender, forthwith on demand, such amount, together with interest
thereon, for each day from such date until the date such amount is paid to such
Issuing Lender at the overnight Federal Funds Rate for the first three days and
at the interest rate applicable to Base Rate Loans for each day thereafter. The
failure of any Participant to make available to such Issuing Lender its RF
Percentage of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to such Issuing Lender
its RF Percentage of any payment with respect to any Letter of Credit on the
date required, as specified above, but no Participant shall be responsible for
the failure of any other Participant to make available to such Issuing Lender
such other Participant's RF Percentage of any such payment.

                  (d)      Whenever any Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
Participant which has paid its RF Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate amount
funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

                  (e)      Upon the request of any Participant, the
Administrative Agent shall deliver to such Participant copies of any standby
Letters of Credit or modifications or amendments thereto and such other
documentation as may be reasonably requested by such Participant.

                  (f)      The obligations of the Participants to make payments
to each Issuing Lender with respect to Letters of Credit issued by such Issuing
Lender shall be irrevocable and not subject to any qualification or exception
whatsoever (the respective Issuing Lender's only obligation being to confirm
that any documents required to be delivered under such Letter of Credit have
been delivered and that they substantially comply on their face with the
requirements of such Letter of Credit) and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

                  (i)      any lack of validity or enforceability of this
         Agreement or any of the other Credit Documents;

                                      -16-
<PAGE>

                  (ii)     the existence of any claim, setoff, defense or other
         right which the Borrower or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Participant, or any other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between any Borrower
         and the beneficiary named in any such Letter of Credit);

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

                  (iv)     the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v)      the occurrence of any Default or Event of Default.

                  2.05. Agreement to Repay Letter of Credit Drawings. (a) The
Borrower hereby agrees to reimburse the respective Issuing Lender, by making
payment in Dollars to the Administrative Agent at the Payment Office in
immediately available funds for the account of such Issuing Lender, for any
payment or disbursement made by such Issuing Lender under any Letter of Credit
(each such amount so paid until reimbursed, an "Unpaid Drawing"), within one
Business Day following the Administrative Agent's notice to the Borrower of such
payment or disbursement (provided that any such notice shall be deemed to have
been given on a certain day only if given before 10:00 A.M. (New York time) on
such day), with interest on the amount so paid or disbursed by such Issuing
Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the
date of such payment or disbursement, from and including the date paid or
disbursed to but excluding the date such Issuing Lender was reimbursed by the
Borrower therefor at a rate per annum which shall be the Base Rate in effect
from time to time plus the Applicable Margin, provided, however, to the extent
such amounts are not reimbursed prior to 12:00 Noon (New York time) on the
second Business Day following notice by the Issuing Lender to the Borrower of
such payment or disbursement, interest shall thereafter accrue on the amounts so
paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower)
at a rate per annum which shall be the Base Rate in effect from time to time
plus the Applicable Margin plus 2%, in each such case, with interest to be
payable by the Borrower on demand.

                  (b)      The obligations of the Borrower under this Section
2.05 to reimburse the respective Issuing Lender with respect to drawings on
Letters of Credit (including interest thereon) (each, a "Drawing") shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Borrower may have or
have had against any Lender (including in its capacity as issuer of the Letter
of Credit or as Participant), or any nonapplication or misapplication by the
beneficiary of the proceeds of such Drawing, the respective Issuing Lender's
only obligation to the Borrower being to confirm that any documents required to
be delivered under such Letter of Credit have been delivered and that they
substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Issuing Lender under or
in connection with any Letter of Credit if taken or omitted in the absence of
gross negligence or

                                      -17-
<PAGE>

willful misconduct, as determined by a court of competent jurisdiction in a
final and non-appealable proceeding, shall not create for such Issuing Lender
any resulting liability to the Borrower.

                  2.06. Increased Costs. If at any time after the Original
Effective Date, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by the NAIC or by any governmental authority charged with
the interpretation or administration thereof, or compliance by any Issuing
Lender or any Participant with any request or directive by any such authority
(whether or not having the force of law), or any change in generally acceptable
accounting principles, shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by any Issuing Lender or participated in by any Participant, or
(ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement, any Letter of Credit; and
the result of any of the foregoing is to increase the cost to any Issuing Lender
or any Participant of issuing, maintaining or participating in any Letter of
Credit or reduce the amount of any sum received or receivable by any Issuing
Lender or any Participant hereunder or reduce the rate of return on its capital
with respect to Letters of Credit (except for changes in the rate of tax on, or
determined by reference to, the net income or net profits of such Issuing Lender
or such Participant pursuant to the laws of the jurisdiction in which it is
organized or in which its principal office or applicable lending office is
located or any subdivision thereof or therein), then, upon demand to the
Borrower by such Issuing Lender or any Participant (a copy of which demand shall
be sent by such Issuing Lender or such Participant to the Administrative Agent)
the Borrower agrees to pay to such Issuing Lender or such Participant such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in the amount receivable or reduction on the rate of return on
its capital. Any Issuing Lender or any Participant, upon determining that any
additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Lender or such Participant
(a copy of which certificate shall be sent by such Issuing Lender or such
Participant to the Administrative Agent) setting forth in reasonable detail the
basis for the calculation of such additional amount or amounts necessary to
compensate such Issuing Lender or such Participant. The certificate required to
be delivered pursuant to this Section 2.06 shall, and absent manifest error, be
final and conclusive and binding on the Borrower.

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

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

                                      -18-
<PAGE>

                  (b)      The Borrower agrees to pay to the Administrative
Agent for pro rata distribution to each RF Lender that is a Non-Defaulting
Lender (based on each such Lender's respective RF Percentage) a fee in respect
of each Letter of Credit (the "Letter of Credit Fee") for the period from and
including the date of issuance of such Letter of Credit to and including the
date of termination or expiration of such Letter of Credit, computed at a rate
per annum equal to the Applicable Margin as in effect from time to time with
respect to Eurodollar Loans on the daily Stated Amount of each such Letter of
Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and upon the first day on or after the
termination of the Total Revolving Commitment upon which no Letters of Credit
remain outstanding.

                  (c)      The Borrower agrees to pay to the respective Issuing
Lender, for its own account, a facing fee in respect of each Letter of Credit
issued by it hereunder (the "Facing Fee") for the period from and including the
date of issuance of such standby Letter of Credit to and including the date of
termination or expiration of such Letter of Credit, computed at a rate per annum
equal to 1/4 of 1% on the daily Stated Amount of such Letter of Credit, provided
that in any event the minimum amount of Facing Fees payable in any twelve-month
period for each Letter of Credit shall be not less than $500; it being agreed
that, on the date of issuance of any Letter of Credit and on each anniversary
thereof prior to the termination or expiration of such Letter of Credit, if $500
will exceed the amount of Facing Fees that will accrue with respect to such
Letter of Credit for the immediately succeeding twelve-month period, the full
$500 shall be payable on the date of issuance of such Letter of Credit and on
each such anniversary thereof. Except as otherwise provided in the proviso to
the immediately preceding sentence, accrued Facing Fees shall be due and payable
quarterly in arrears on each Quarterly Payment Date and on the date upon which
the Total Revolving Commitment has been terminated and all Letters of Credit
have been terminated in accordance with their terms.

                  (d)      The Borrower agrees to pay, upon each drawing under,
issuance of, or amendment to any Letter of Credit, such amount as shall at the
time of such event be the administrative charge and out-of-pocket expenses which
the respective Issuing Lender customarily imposes in connection with such
occurrence with respect to letters of credit issued by it.

                  (e)      The Borrower agrees to pay to the Administrative
Agent, for its own account, such other fees as have been agreed to in writing by
the Borrower and the Administrative Agent.

                  3.02. Optional Commitment Reductions. (a) Upon three Business
Days' prior notice from an Authorized Representative of the Borrower to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty, to
terminate the Total Unutilized Revolving Commitment in whole or reduce it in
part, pursuant to this Section 3.02(a), in an integral multiple of $10,000,000,
provided that each such reduction shall apply proportionately to permanently
reduce the Revolving Commitment of each Lender.

                                      -19-
<PAGE>

                  (b)      In the event of certain refusals by a Lender as
provided in Section 13.12(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders, the Borrower may, subject to compliance with
the requirements of said Section 13.12(b), upon five Business Days' written
notice to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders) terminate
the entire Revolving Commitment of such Lender so long as all Loans, together
with accrued and unpaid interest, Fees and all other amounts, owing to such
Lender (but excluding amounts, if any, owing in respect of any Term Loans which
are maintained by such Lender, if such Term Loans are not being repaid pursuant
to Section 13.12(b)) are repaid concurrently with the effectiveness of such
termination pursuant to Section 4.01(b) (at which time Schedule I shall be
deemed modified to reflect such changed amounts), and at such time, unless the
Lender continues to have outstanding Term Loans hereunder, such Lender shall no
longer constitute a "Lender" for purposes of this Agreement, except with respect
to indemnifications under this Agreement (including, without limitation,
Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06), which shall survive as to
such repaid Lender.

                  3.03. Mandatory Reduction of Commitments. (a) The Total
Commitment (and the Commitments of each Lender) shall terminate in its entirety
on December 19, 2003 unless the Restatement Effective Date has occurred on or
prior to such date and in the event of such termination all parties hereto
hereby agree that this Agreement shall cease to be of any force or effect and
the Existing Credit Agreement shall continue to be effective (including all
commitments to extend credit thereunder in accordance with the terms thereof).

                  (b)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Revolving Commitment (and
the Revolving Commitment of each Lender) shall terminate in its entirety on the
Maturity Date.

                  (c)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Term Loan Commitment (and
the Term Loan Commitment of each Lender) shall terminate in its entirety on the
Restatement Effective Date (after giving effect to the incurrence of Term Loans
on such date).

                  SECTION 4. Prepayments; Payments; Taxes.

                  4.01. Voluntary Prepayments. (a) The Borrower shall have the
right to prepay the Loans, without premium or penalty, in whole or in part at
any time and from time to time on the following terms and conditions: (i) an
Authorized Representative of the Borrower shall give the Administrative Agent
prior to 12:00 Noon (New York time) at the Notice Office (x) at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing) of the Borrower's intent to prepay Base Rate Loans (or same day notice
in the case of Swingline Loans provided such notice is given prior to 11:00 A.M.
(New York time)) and (y) at least three Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay
Eurodollar Loans, which notice (x) shall specify whether Term Loans, Revolving
Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the
Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings pursuant to which made and (y) except in the case of a
prepayment of Swingline Loans, shall be promptly transmitted by the
Administrative Agent to each of the Lenders; (ii) (x)

                                      -20-
<PAGE>

each partial prepayment of Revolving Loans pursuant to this Section 4.01(a)
shall be in an aggregate principal amount of at least $1,000,000, (y) each
partial prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be
in an aggregate principal amount of at least $100,000 and (z) each partial
prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an
aggregate principal amount of at least $1,000,000, provided that, in each case,
if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing
shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to
an amount less than the Minimum Borrowing Amount applicable thereto, then such
Borrowing may not be continued as a Borrowing of Eurodollar Loans and any
election of an Interest Period with respect thereto given by the Borrower shall
have no force or effect; (iii) each prepayment of Term Loans pursuant to this
Section 4.01(a) shall be applied to reduce the then remaining Term Loan
Scheduled Repayments in direct order of maturity; and (iv) each prepayment in
respect of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans being so repaid, provided that at the Borrowers' election in
connection with any prepayment of Revolving Loans pursuant to this Section
4.01(a), such prepayment shall not, so long as no Default or Event of Default
then exists, be applied to the prepayment of Revolving Loans of a Defaulting
Lender.

                  (b)      In the event of certain refusals by a Lender as
provided in Section 13.12(b) to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders, the Borrower may, upon five Business Days'
written notice by an Authorized Representative of the Borrower to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders) repay all Loans, together with
accrued and unpaid interest, Fees and other amounts (including, without
limitation, all obligations under Section 1.11), then owing to such Lender (or,
at the Borrower's discretion, owing to such Lender solely with respect to the
Loans which gave rise to the need to obtain such Lender's individual consent) in
accordance with, and subject to the requirements of, said Section 13.12(b) so
long as (A) in the case of the repayment of Revolving Loans of any Lender
pursuant to this Section 4.01(b), the Revolving Commitment of such Lender is
terminated concurrently with such repayment pursuant to Section 3.02(b) (at
which time Schedule I shall be deemed modified to reflect the changed Revolving
Commitments) and (B) the consents required by Section 13.12(b) in connection
with the repayment pursuant to this clause (b) have been obtained. Each
prepayment of any Term Loans pursuant to this Section 4.01(b) shall be applied
(except to the extent such Term Loans are being replaced pursuant to Section
1.13) to reduce the then remaining Term Loan Scheduled Repayments on a pro rata
basis (based upon the then remaining unpaid principal amounts of such Term Loan
Scheduled Repayments after giving effect to all prior reductions thereto).

                  4.02. Mandatory Repayments and Cash Collateralizations. (a) On
any day on which the sum of (i) the aggregate outstanding principal amount of
all Revolving Loans (after giving effect to all other repayments thereof on such
date), (ii) the aggregate principal amount of all Swingline Loans (after giving
effect to all other repayments thereof on such date) and (iii) the aggregate
amount of all Letter of Credit Outstandings (after giving effect to all other
repayments thereof on such date) exceeds Total Revolving Commitment as then in
effect, the Borrower agrees to prepay on such day the principal of Swingline
Loans and, after the Swingline Loans have been repaid in full, Revolving Loans
in an amount equal to such excess. If, after giving effect to the prepayment of
all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the
Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in

                                      -21-
<PAGE>

effect, the Borrower agrees to pay to the Administrative Agent at the Payment
Office on such date an amount of cash and/or Cash Equivalents equal to the
amount of such excess (up to a maximum amount equal to the Letter of Credit
Outstandings at such time), such cash and/or Cash Equivalents to be held as
security for all obligations of the Borrower to Lenders hereunder in a cash
collateral account to be established by the Administrative Agent on terms
reasonably satisfactory to the Administrative Agent.

                  (b)      In addition to any other mandatory repayments
pursuant to this Section 4.02, on each date set forth below, the Borrower shall
be required to repay that principal amount of Term Loans, to the extent then
outstanding, as is set forth opposite such date (each such repayment, as the
same may be reduced in amount as provided in Sections 4.01(a) and 4.01(b), a
"Term Loan Scheduled Repayment"):

<TABLE>
<CAPTION>
     Date                        Amount
     ----                        ------
<S>                           <C>
March 31, 2005                $5,000,000
June 30, 2005                 $5,000,000
September 30, 2005            $5,000,000
December 31, 2005             $5,000,000

March 31, 2006                $5,000,000
June 30, 2006                 $5,000,000
September 30, 2006            $5,000,000
December 31, 2006             $5,000,000

Maturity Date                 $85,000,000
</TABLE>

                  (c)      In addition to any other mandatory repayments
pursuant to this Section 4.02, on each date on or after the Restatement
Effective Date upon which any of the Borrower's Subsidiaries receives any cash
proceeds from any incurrence by such Subsidiary of Indebtedness pursuant to
Section 9.04(iii)(B), an amount equal to 100% of the Net Debt Proceeds received
by such Subsidiary from such incurrence of Indebtedness shall be applied (1)
first, as a mandatory repayment of the then outstanding principal amount of Term
Loans and (2) second, to the extent in excess of the amount required to be
applied pursuant to the preceding clause (1), as a mandatory repayment of the
then outstanding principal amount of Revolving Loans. Any amounts to be applied
to repay principal of outstanding Term Loans pursuant to this Section 4.02(c)
shall be applied to reduce the then remaining Term Loan Scheduled Repayments on
a pro rata basis (based upon the then remaining principal amounts of such Term
Loan Scheduled Repayments after giving effect to all prior reductions thereto).

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

                                      -22-
<PAGE>

                  (e)      With respect to each repayment of Loans required by
Section 4.02, the Borrower may designate the Types of Loans of the respective
Facility which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings pursuant to which made, provided that: (i)
repayments of Eurodollar Loans pursuant to Section 4.02(a) may only be made on
the last day of an Interest Period applicable thereto unless all Eurodollar
Loans of the respective Facility with Interest Periods ending on such date of
required repayment and all Base Rate Loans of the respective Facility have been
paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, then such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
Loans made pursuant to a Borrowing shall be applied pro rata among such Loans.
In the absence of a designation by the Borrower as described in the preceding
sentence, the Administrative Agent shall, subject to the above, make such
designation in its sole discretion with a view, but no obligation, to minimize
breakage costs owing under Section 1.11.

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

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

                                      -23-
<PAGE>

the laws of any political subdivision or taxing authority of any such
jurisdiction in which such Lender is organized or in which the principal office
or applicable lending office of such Lender is located and for any withholding
or similar taxes as such Lender shall determine are payable by, or withheld
from, such Lender in respect of such amounts so paid to or on behalf of such
Lender pursuant to the preceding sentence and in respect of any amounts paid to
or on behalf of such Lender pursuant to this sentence. The Borrower will furnish
to the Administrative Agent within 45 days after the date the payment of any
Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless each Lender, and reimburse such Lender upon its written request,
for the amount of any Taxes so levied or imposed and paid by such Lender.

                  (b)      Each Lender that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
the Borrower and the Administrative Agent on or prior to the Restatement
Effective Date, or in the case of a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the
respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form
W-8BEN (with respect to a complete exemption under an income tax treaty)
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN (with respect to the portfolio interest exemption) (or successor
form) certifying to such Lender's entitlement to a complete exemption from
United States withholding tax with respect to payments of interest to be made
under this Agreement and under any Note. In addition, each Lender agrees that
from time to time after the Original Effective Date, when a lapse in time or
change in circumstances renders the previous certification obsolete or
inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits
of any income tax treaty), or Form W-8BEN (with respect to the portfolio
interest exemption) and a Section 4.04(b)(ii) Certificate, as the case may be,
and such other forms as may be required in order to confirm or establish the
entitlement of such Lender to a continued exemption from or reduction in United
States withholding tax with respect to payments under this Agreement and any
Note, or it shall immediately notify the Borrower and the Administrative Agent
of its inability to deliver any such Form or Certificate, in which case such
Lender shall not be required to deliver any such Form or Certificate pursuant to
this Section 4.04(b). Notwithstanding anything to the contrary contained in
Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding
sentence, (x) the Borrower shall be entitled, to the extent it is required to do
so by law, to deduct or withhold income or similar taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other amounts payable hereunder for the account of any
Lender which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that
such Lender has not provided to the Borrower

                                      -24-
<PAGE>

U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender
in respect of income or similar taxes imposed by the United States if (I) such
Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such forms do not establish a complete exemption
from withholding of such taxes. Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 4.04 and except
as set forth in Section 13.04(b), the Borrower agrees to pay additional amounts
and to indemnify each Lender in the manner set forth in Section 4.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes that are
effective after the Original Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Taxes.

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

                  5.01. Execution of Agreement; Notes. On or prior to the
Restatement Effective Date (i) this Agreement shall have been executed and
delivered as provided in Section 13.10 and (ii) there shall have been delivered
to the Administrative Agent for the account of each of the Lenders that has
requested same the appropriate Revolving Note or Term Note, as the case may be,
in each case executed by the Borrower and to the Swingline Lender, to the extent
the Swingline Lender has requested same, the Swingline Note executed by the
Borrower, in each case, in the amount, maturity and as otherwise provided
herein.

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

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

                  5.04. Corporate Documents; Proceedings; etc. (a) On the
Restatement Effective Date, the Administrative Agent shall have received a
certificate, dated the Restatement Effective Date, signed by an Authorized
Representative of each Credit Party, and attested to by another Authorized
Representative of such Credit Party, in the form of Exhibit F with appropriate
insertions, together with copies of the certificate of incorporation and by-laws
(or equivalent organizational documents) of such Credit Party, (or, if such
organizational documents have not been amended, modified or supplemented since
the Original Effective Date such certificate shall

                                      -25-
<PAGE>

certify that there have been no amendments, modifications or supplements to such
organizational documents since the Original Effective Date), and the resolutions
of such Credit Party referred to in such certificate, and the foregoing shall be
in form and substance reasonably acceptable to the Administrative Agent.

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

                  5.05. Existing Credit Agreement. On the Restatement Effective
Date, all Existing Letters of Credit shall have been terminated or continued as
Letters of Credit hereunder (as contemplated by Sections 2.01(a) and 13.10(d))
and all interest, fees and other amounts that have accrued and remain, as of the
Restatement Effective Date, unpaid under the Existing Credit Agreement shall
have been paid in full (including, without limitation, amounts payable pursuant
to Section 1.11 of the Existing Credit Agreement, accrued and unpaid commitment
fees, letter of credit fees and facing fees).

                  5.06. Guaranties. On the Restatement Effective Date each
Subsidiary Guarantor shall have duly authorized, executed and delivered to the
Administrative Agent a Guaranty Acknowledgment in the form of Exhibit G (the
"Guaranty Acknowledgment") and the Guaranty Acknowledgment shall be in full
force and effect.

                  5.07. Adverse Change; Governmental Approvals; etc. (a) Since
December 31, 2002, nothing shall have occurred (and neither the Administrative
Agent nor any Lender shall have become aware of any facts or conditions not
previously known) which the Administrative Agent or the Required Lenders shall
determine could reasonably be expected to have a Material Adverse Effect.

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

                                      -26-
<PAGE>

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

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

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

                  SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Lender to make Loans (including Loans made on the Restatement
Effective Date but excluding Mandatory Borrowings made thereafter, which shall
be made as provided in Section 1.01(c)), and the obligation of an Issuing Lender
to issue any Letter of Credit, is subject, at the time of each such Credit
Event, to the satisfaction of the following conditions:

                  6.01. Restatement Effective Date. The Restatement Effective
Date shall have occurred.

                  6.02. No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date). 6.03. Notice of Borrowing; Letter of
Credit Request. (a) Prior to the making of each Loan (excluding Swingline
Loans), the Administrative Agent shall have received the notice required by
Section 1.03(a). Prior to the making of each Swingline Loan, the Swingline
Lender shall have received the notice required by Section 1.03(b)(i).

                  (b)      Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03.

The acceptance of the benefit of each Credit Event shall constitute a
representation and warranty by the Borrower to the Administrative Agent and each
of the Lenders that all the conditions specified in Section 5 (with respect to
Credit Events on the Restatement Effective Date) and in this Section 6 (with
respect to Credit Events to occur on or after the Restatement Effective Date)
and applicable to such Credit Event exist as of that time. All of the Notes,
certificates, legal

                                      -27-
<PAGE>

opinions and other documents and papers referred to in Section 5 and in this
Section 6, unless otherwise specified, shall be delivered to the Administrative
Agent at the Notice Office for the account of each of the Lenders and, except
for the Notes, in sufficient counterparts or copies for each of the Lenders and
shall be in form and substance reasonably satisfactory to the Lenders.

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

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

                  7.02. Corporate Power and Authority. Each Credit Party has the
corporate, limited liability company or partnership power and authority, as the
case may be, to execute, deliver and perform the terms and provisions of each of
the Credit Documents to which it is party and has taken all necessary corporate,
limited liability company or partnership action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
the legal, valid and binding obligation of such Credit Party enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

                  7.03. No Violation. Neither the execution, delivery or
performance by any Credit Party of the Credit Documents to which it is a party,
nor compliance by it with the terms and provisions thereof, (i) will contravene
any provision of any applicable law, statute, rule or regulation or any
applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the properties or assets of the

                                      -28-
<PAGE>

Borrower or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, credit agreement or loan agreement, or any other
material agreement, contract or instrument, to which the Borrower or any of its
Subsidiaries is a party or by which it or any of its property or assets is bound
or to which it may be subject or (iii) will violate any provision of the
Certificate or Articles of Incorporation or By-Laws (or equivalent
organizational documents) of the Borrower or any of its Subsidiaries.

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

                  7.05. Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) The consolidated balance sheet of the
Borrower and its Subsidiaries for the fiscal years ended December 31, 2002 and
the interim nine-month period ended September 30, 2003, and the related
consolidated statements of income, cash flow and shareholders' equity of the
Borrower for the fiscal year or nine-month period ended on such dates, as the
case may be, copies of which have been furnished to the Lenders prior to the
Restatement Effective Date, present fairly the financial condition of the
Borrower and its Subsidiaries at the date of such balance sheets and the results
of the operations of the Borrower and its Subsidiaries for the periods covered
thereby. All of the foregoing financial statements have been prepared in
accordance with generally accepted accounting principles and practices
consistently applied (except, in the case of the aforementioned interim
financial statements, for normal year-end audit adjustments and the absence of
footnotes).

                  (b)      Since December 31, 2002, there has been no Material
Adverse Effect.

                  (c)      Except as fully disclosed in the financial statements
referred to in Section 7.05(a), there were as of the Restatement Effective Date
no liabilities or obligations with respect to the Borrower or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in the
aggregate, could reasonably be expected to be material to the Borrower and its
Subsidiaries taken as a whole. As of the Restatement Effective Date, the
Borrower is not aware of any basis for the assertion against it or any of its
Subsidiaries of any material liability or obligation of any nature whatsoever
that is not fully disclosed in the financial statements delivered pursuant to
Section 5.09.

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

                  7.07. True and Complete Disclosure. All factual information
(taken as a whole) furnished by or on behalf of the Borrower or any of its
Subsidiaries in writing to any Agent or any Lender (including, without
limitation, all factual information contained in the Credit Documents) for
purposes of or in connection with this Agreement, the other Credit Documents

                                      -29-
<PAGE>

or any transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of the
Borrower or any of its Subsidiaries in writing to any Agent or any Lender will
be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in any
material respect at such time in light of the circumstances under which such
information was provided.

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

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

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

                  7.10. Compliance with ERISA. (a) Each Plan is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan; to the knowledge of the Borrower, no Multiemployer Plan is
insolvent or in reorganization; no Plan has an Unfunded Current Liability; no
Plan has an accumulated or waived funding deficiency, or has applied for an
extension of any amortization period within the meaning of Section 412 of the
Code; neither the Borrower nor any of its Subsidiaries nor any ERISA Affiliate
has incurred any liability to or on account of a Plan and/or a Multiemployer
Plan pursuant to Section 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA; no proceedings have been instituted to terminate or appoint a trustee to
administer any Plan; no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or investment of
assets of any Plan (other than routine claims for benefits) is pending, expected
or threatened; no condition exists which presents a risk to the Borrower or any
of its Subsidiaries or any ERISA Affiliate of incurring a liability to or on
account of a Plan and/or a Multiemployer Plan pursuant to the

                                      -30-
<PAGE>

foregoing provisions of ERISA and the Code; using actuarial assumptions and
computation methods consistent with Part 1 of subtitle E of Title IV of ERISA,
the aggregate liabilities of the Borrower, its Subsidiaries and its ERISA
Affiliates to all Multiemployer Plans in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such
Multiemployer Plan ended prior to the date of the most recent Credit Event,
could not reasonably be expected to have a Material Adverse Effect.

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

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

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

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

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

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

                  7.16. Environmental Matters. Except to the extent that any
matter described below in this Section 7.16, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
(i) the Borrower and each of its Subsidiaries is in compliance with all
applicable Environmental Laws and the requirements of any permits

                                      -31-
<PAGE>

required under such Environmental Laws; (ii) there are no pending or, to the
knowledge of the Borrower, threatened Environmental Claims against the Borrower
or any of its Subsidiaries or any Real Property presently or formerly owned,
leased or operated by the Borrower or any of its Subsidiaries; and (iii) there
are no facts, circumstances, or conditions relating to the past or present
business or operations of the Borrower or any of its Subsidiaries (including the
disposal of any wastes, hazardous substances or other materials), or to any Real
Property presently or formerly owned, leased or operated by the Borrower or any
of its Subsidiaries, that could reasonably be expected to give rise to any
claim, proceeding or action under any Environmental Laws.

                  7.17. Labor Relations. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect. There is (i) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or,
to the knowledge of the Borrower, threatened against any of them, before the
National Labor Relations Board, and no material grievance or material
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against the Borrower or any of its Subsidiaries or, to
the knowledge of the Borrower, threatened against any of them, (ii) no strike,
labor dispute, slowdown or stoppage pending against the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries and (iii) to the knowledge of the Borrower,
no union representation proceeding pending with respect to the employees of the
Borrower or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as could not reasonably be expected to have a Material Adverse
Effect. 7.18. Patents, Licenses, Franchises and Formulas. The Borrower and its
Subsidiaries own all material patents, trademarks, permits, service marks, trade
names, copyrights, licenses, franchises and formulas, or rights with respect to
the foregoing, and have obtained assignments of all leases and other rights of
whatever nature, reasonably necessary for the present conduct of their business,
without any known conflict with the rights of others which, or the failure to
obtain which, as the case may be, either individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 8. Affirmative Covenants. The Borrower hereby
covenants and agrees that on and after the Restatement Effective Date and until
the Total Commitment and all Letters of Credit have terminated and the Loans,
Notes and Unpaid Drawings (in each case together with interest thereon), Fees
and all other Obligations (other than indemnities described in Section 13.13
which are not then due and payable) incurred hereunder and thereunder, are paid
in full:

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

                  (a)      Quarterly Financial Statements. As soon as available
and in any event within 45 days after the close of each of the first three
quarterly accounting periods in each fiscal year of the Borrower, (i) the
consolidated balance sheets of the Borrower and its Subsidiaries, in each case,
as at the end of such quarterly period and the related consolidated statements
of income, cash flow and shareholders' equity for such quarterly period and for
the elapsed portion of the fiscal year ended with the last day of such quarterly
period, in each case setting forth

                                      -32-
<PAGE>

comparative figures for the corresponding quarterly accounting period in the
prior fiscal year and (ii) management's discussion and analysis of the important
operational and financial developments during such quarterly period (it being
understood and agreed that the delivery of such management's discussion and
analysis as contained in the Borrower's quarterly report on Form 10-Q shall
satisfy the requirement contained in this clause (ii)).

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

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

                  (d)      Notice of Default or Litigation. Promptly, and in any
event within three Business Days after an executive officer of the Borrower
obtains knowledge thereof, notice of (i) the occurrence of any event which
constitutes a Default or Event of Default, (ii) any litigation or governmental
investigation or proceeding pending against the Borrower or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect or (iii) any other development that has had, or could reasonably be
expected to have, a Material Adverse Effect.

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

                                      -33-
<PAGE>

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

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

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

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

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

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

                  8.06. ERISA. As soon as possible and, in any event, within 30
days after the Borrower or any of its Subsidiaries or any ERISA Affiliate knows
or has reason to know of the occurrence of any of the following, the Borrower
will deliver to the Administrative Agent, and

                                      -34-
<PAGE>

the Administrative Agent shall promptly forward to each Lender, a certificate of
an Authorized Representative of the Borrower setting forth details as to such
occurrence and the action, if any, that the Borrower, such Subsidiary or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed with or by the Borrower, such
Subsidiary, the ERISA Affiliate, the PBGC, or a Plan participant or the Plan
administrator with respect thereto: (i) that a Reportable Event has occurred;
(ii) that an accumulated funding deficiency has been incurred or an application
is likely to be or has been made to the Secretary of the Treasury for a waiver
or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan and/or a Multiemployer Plan; (iii) that a
Plan and/or Multiemployer Plan has been or is reasonably expected to be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; (iv) that a Plan and/or a Multiemployer Plan has an Unfunded Current
Liability giving rise to a lien under ERISA or the Code; (v) that proceedings
are likely to be or have been instituted or notice has been given to terminate
or appoint a trustee to administer a Plan and/or a Multiemployer Plan; (vi) that
a proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Multiemployer Plan if material in amount; (vii)
that the Borrower, any of its Subsidiaries or any ERISA Affiliate will or is
reasonably expected to incur any liability (including any indirect, contingent
or secondary liability) to or on account of the termination of or withdrawal
from a Plan and/or Multiemployer Plan under Section 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or with respect to a Plan and/or Multiemployer Plan
under Section 401(a)(29) of the Code which could reasonably be expected to have
a Material Adverse Effect; or that the Borrower or any Subsidiary is reasonably
expected to incur any liability pursuant to any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) that provides benefits to retired
employees or other former employees (other than as required by Section 601 of
ERISA) or any employee pension benefit plan (as defined in Section 3(2) of
ERISA) which liability, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. Upon request, the Borrower will
deliver to each of the Lenders a complete copy of the annual report (Form 5500)
of each Plan required to be filed with the Internal Revenue Service. In addition
to any certificates or notices delivered to the Lenders pursuant to the first
sentence hereof, copies of such annual reports and any material notices received
by the Borrower or any of its Subsidiaries or any ERISA Affiliate with respect
to any Plan and/or Multiemployer Plan and/or Foreign Pension Plan shall be
delivered to the Lenders no later than 30 days after the date such report has
been requested or such notice has been received by the Borrower, such Subsidiary
or such ERISA Affiliate, as applicable. The Borrower and each of its applicable
Subsidiaries shall ensure that all Foreign Pension Plans administered by it or
into which it makes payments obtains or retains (as applicable) registered
status under and as required by applicable law and is administered in a timely
manner in all respects in compliance with all applicable laws except where the
failure to do any of the foregoing could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Affect.

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

                                      -35-
<PAGE>

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

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

                  SECTION 9. Negative Covenants. The Borrower covenants and
agrees that on and after the Restatement Effective Date and until the Total
Commitment (and the Commitment of each Lender) and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings (in each case together with
interest thereon), Fees and all other Obligations (other than indemnities
described in Section 13.03 which are not then due and payable) incurred
hereunder and thereunder, are paid in full:

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

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

                  (ii)     Liens in respect of property or assets of the
         Borrower or any of its Subsidiaries imposed by law, which were incurred
         in the ordinary course of business and do not secure Indebtedness for
         borrowed money, such as carriers', warehousemen's, materialmen's and
         mechanics' liens and other similar Liens arising in the ordinary course
         of business, and (x) which do not in the aggregate materially detract
         from the value of the

                                      -36-
<PAGE>

         Borrowers' or such Subsidiary's property or assets or materially impair
         the use thereof in the operation of the business of the Borrower or
         such Subsidiary or (y) which are being contested in good faith by
         appropriate proceedings, which proceedings have the effect of
         preventing the forfeiture or sale of the property or assets subject to
         any such Lien;

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

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

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

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

                  (vii)    Liens existing on specific assets at the time
         acquired by the Borrower or any of its Subsidiaries or on assets of a
         Person at the time such Person is acquired by the Borrower or any of
         its Subsidiaries (together with Liens securing any extensions, renewals
         or refinancings of the Indebtedness secured thereby to the extent not
         increasing the outstanding principal amount thereof or extending to any
         other asset of the Borrower or its Subsidiaries), provided that (i) no
         such Liens were created at the time of or in

                                      -37-
<PAGE>

         contemplation of the acquisition of such assets or Person by the
         Borrower and/or its Subsidiaries, (ii) in the case of any such
         acquisition of a Person, any Lien attaches only to a specific asset of
         such Person and not assets of such Person generally and (iii) the
         Indebtedness secured by any such Lien does not exceed 100% of the fair
         market value of the asset to which such Lien attaches, determined at
         the time of the acquisition of such asset or Person in good faith by
         the Borrower or its Subsidiary;

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

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

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

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

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

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

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

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

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

                                      -38-
<PAGE>

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

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

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

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

                  (ii)     Permitted Indebtedness;

                  (iii)    (A) Subsidiaries of the Borrower may incur
         Indebtedness in an aggregate outstanding principal amount not to exceed
         $45,000,000 at any time, provided that both before and immediately
         after giving effect to each incurrence of such Indebtedness no Default
         or Event of Default shall have occurred and be continuing and (B) in
         addition to the Indebtedness permitted under preceding clause (A),
         Foreign Subsidiaries of the Borrower may incur Indebtedness for
         borrowed money, provided that (x) both before and immediately after
         giving effect to each incurrence of such Indebtedness, no Default or
         Event of Default shall have occurred and be continuing, (y) 100% of the
         Net Debt

                                      -39-
<PAGE>

         Proceeds of each such incurrence of Indebtedness are applied in
         accordance with Sections 4.02(c) and (z) the aggregate principal amount
         of all such Indebtedness incurred pursuant to this clause (B) since the
         Restatement Effective Date shall not exceed $55,000,000;

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

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

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

                  (vii)    Indebtedness of the Borrower or any of its
         Subsidiaries evidenced by Capitalized Lease Obligations secured by
         Liens permitted under Section 9.01(v), and Indebtedness secured by
         Liens permitted under Section 9.01(vi), provided that (x) in no event
         shall the Foreign Subsidiaries of the Borrower be permitted to have
         outstanding at any time more than $25,000,000 of Capitalized Lease
         Obligations and other Indebtedness pursuant to this clause (vii) and
         (y) the aggregate principal amount of Capitalized Lease Obligations and
         other Indebtedness of the Borrower and all of its Subsidiaries
         permitted by this clause (vii) shall not exceed $35,000,000;

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

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

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

                  (xi)     Contingent Obligations of the Borrower or any of its
         Subsidiaries (a) as a guarantor of the lessee under any lease not
         prohibited hereunder pursuant to which the Borrower or any of its
         Subsidiaries is the lessee, (b) as a guarantor of Indebtedness of the
         Borrower or a Subsidiary, provided that such Indebtedness is otherwise
         permitted hereunder and (c) consisting of guarantees of lease payments
         owing by its customers in connection with vendor financing programs
         under which products of the Borrower and/or its Subsidiaries are sold
         to third party financing institutions which lease such products to such
         customers, provided that (1) the aggregate amount of such guarantees of
         the Foreign Subsidiaries of the Borrower outstanding at any time
         pursuant to this clause (c) shall not

                                      -40-
<PAGE>

         exceed $10,000,000 and (2) the aggregate amount of all such guarantees
         of the Borrower and all of its Subsidiaries outstanding at any time
         pursuant to this clause (c) shall not exceed $25,000,000.

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

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

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

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

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

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

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

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

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

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

                                      -41-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                  (xx)     the Borrower and its Domestic Subsidiaries may make
         Investments in Foreign Subsidiaries of the Borrower, provided that from
         and after such time when the aggregate amount of Investments made
         pursuant to this clause (xx) since the Restatement Effective Date
         exceeds $50,000,000, the Borrower or the respective Domestic Subsidiary

                                      -42-
<PAGE>

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

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

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

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

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

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

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

                                      -43-
<PAGE>

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

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

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

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

                  9.09. Material Subsidiaries. (a) The Borrower will not at any
time allow the Net Book Value of the assets directly owned by the Borrower and
its Material Subsidiaries(1) to constitute less than 85% of the aggregate Net
Book Value of the consolidated assets of the Borrower and all of its
Subsidiaries.

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

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

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

                  9.11. Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (x) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its
Subsidiaries, (y) make loans or advances to the Borrower or any of its
Subsidiaries or (z) transfer any of its properties or assets to the Borrower or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other
Credit Documents, (iii) other

-----------------------
(1) Borrower to provide DB with a list of additional Material Subsidiaries.

                                      -44-
<PAGE>

Indebtedness permitted pursuant to Section 9.04, in each case so long as the
encumbrances and restrictions contained therein are not more restrictive than
those contained in this Agreement, (iv) holders of Permitted Liens may restrict
the transfer of any assets subject thereto, (v) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the
Borrower or of any Subsidiary of the Borrower, and (vi) customary provisions
restricting assignment of any licensing agreement entered into by the Borrower
or any of its Subsidiaries in the ordinary course of business.

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

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

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

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

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

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

                  10.03. Covenants. The Borrower shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(d)(i), 8.07, 8.09 or Section 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement and such default shall continue unremedied for a
period of 30 days after written notice to the Borrower by the Administrative
Agent or any Lender; or

                                      -45-
<PAGE>

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

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

                  10.06. ERISA. (a) Any Plan and/or Multiemployer Plan shall
fail to satisfy the minimum funding standard required for any plan year or part
thereof or a waiver of such standard or extension of any amortization period is
sought or granted under Section 412 of the Code, any Plan and/or Multiemployer
Plan shall have had or is likely to have a trustee appointed to administer such
Plan and/or Multiemployer Plan pursuant to Section 4042 of ERISA, any Plan
and/or Multiemployer Plan shall have been or is reasonably expected to be
terminated or to be the subject of termination proceedings under Section 4042 of
ERISA, any Plan and/or Multiemployer Plan shall have an Unfunded Current
Liability, a contribution required to be made to a Plan, Multiemployer Plan
and/or Foreign Pension Plan has not been timely made, the

                                      -46-
<PAGE>

Borrower or any of its Subsidiaries or any ERISA Affiliate have incurred or is
reasonably expected to incur a liability to or on account of a Plan and/or
Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of
the Code, or the Borrower or any of its Subsidiaries have incurred or are
reasonably expected to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) which provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or employee pension benefit plans (as defined in
Section 3(2) of ERISA) or Foreign Pension Plans; (b) there shall result from any
such event or events the imposition of a lien, the granting of a security
interest, or a liability or a material risk of incurring a liability; (c) and in
each case in clauses (a) and (b) above, such lien, security interest or
liability, individually, or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect; or

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

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

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

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

                                      -47-
<PAGE>

held as security by the Administrative Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the account of the Borrower
then outstanding; and (v) apply any cash collateral held for the benefit of the
Lenders pursuant to Section 4.02 to repay outstanding Obligations.

                  SECTION 11. Definitions and Accounting Terms.

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

                  "Administrative Agent" shall mean DBTCA, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

                  "AEA" shall mean AEA Investors Inc.

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

                  "Agents" shall mean and include (i) the Administrative Agent,
(ii) for the purposes of Section 12 only, each RCF Co-Syndication Agent, each
TLF Co-Syndication Agent, each TLF Co-Arranger, each RCF Co-Arranger, the TLF
Co-Lead Arranger and the RCF Senior Managing Agent and (iii) for purposes of
Sections 12, 13.01, 13.12 and 13.15 only, the Lead Arranger.

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

                  "Alternate Currency" shall mean, with respect to any Letter of
Credit, Euros, British Pounds Sterling and Japanese Yen, and any other currency
other than Dollars which is approved by the Issuing Lender with respect to such
Letter of Credit and the Administrative Agent prior to the issuance of such
Letter of Credit.

                  "Applicable Commitment Commission Percentage" and "Applicable
Margin" for any day during the respective Applicable Period shall mean (i) at
all times when there is not a Debt Rating issued by both Moody's and S&P (x)
with respect to Commitment Commission, the respective percentage per annum set
forth below under the column "Applicable Commitment Commission Percentage" and
(y) with respect to Loans, the respective percentage per annum set forth below
under the appropriate column below in this clause (i) and, in the case of
preceding

                                      -48-
<PAGE>

clauses (x) and (y), opposite the respective Level (i.e., Level 1, Level 2,
Level 3, Level 4 or Level 5, as the case may be) indicated to have been achieved
on the applicable Test Date (as shown in the respective officer's certificate
delivered pursuant to Section 8.01(c) or the first proviso below):

<TABLE>
<CAPTION>
                                                                              Applicable Commitment
                                                                              Commission Percentage
                                                         Loans maintained as      (in respect of
                                    Loans maintained as  Base Rate Loans and  Unutilized Revolving
Level  Consolidated Leverage Ratio   Eurodollar Loans      Swingline Loans        Commitments)
-----  ---------------------------   ----------------      ---------------        ------------
<S>    <C>                          <C>                  <C>                  <C>
  5    Equal to or greater than            1.50%                0.50%                0.250%
        2.00:1.00

  4    Equal to or greater than
        1.50:1.00, but less than           1.25%                0.25%                0.175%
        2.00:1.00

  3    Equal to or greater
        than 1.00:1.00, but                1.00%                0.00%                0.150%
        less than 1.50:1.00

  2    Equal to or greater
        than 0.50:1.00, but                0.75%                0.00%                0.125%
        less than 1.00:1.00

  1    Less than 0.50:1.00                 0.60%                0.00%                0.125%
</TABLE>

; provided, however, that if the Borrower fails to deliver the financial
statements required to be delivered pursuant to Section 8.01(a) or (b)
(accompanied by the officer's certificate required to be delivered pursuant to
Section 8.01(c) showing the applicable Consolidated Leverage Ratio on the
relevant Test Date) on or prior to the respective date required by such
Sections, then Level 5 pricing shall apply until such time, if any, as the
financial statements required as set forth above and the accompanying officer's
certificate have been delivered showing the pricing for the respective
Applicable Period is at a level which is less than Level 5 (it being understood
that, in the case of any late delivery of the financial statements and officer's
certificate as so required, any reduction in the Applicable Commitment
Commission Percentage or the Applicable Margin shall apply only from and after
the date of the delivery of the complying financial statements and officer's
certificate); provided further, that Level 2 pricing shall apply for the period
from the Restatement Effective Date through, but not including, the first Start
Date after the Restatement Effective Date; and

                  (ii)     at all times when there is a Debt Rating issued by
both Moody's and S&P (x) with respect to Commitment Commission, the respective
percentage per annum set forth below under the column "Applicable Commitment
Commission Percentage" and (y) with respect to Loans, the respective percentage
per annum set forth below under the appropriate column below and in the case of
preceding clauses (x) and (y), opposite the respective Level (i.e., Level 1,
Level 2, Level 3, Level 4 or Level 5, as the case may be) that is currently then
in effect based on the Debt Ratings:

                                      -49-
<PAGE>

<TABLE>
<CAPTION>
                                                                      Applicable Commitment
                                                                      Commission Percentage
                                                 Loans maintained as      (in respect of
                            Loans maintained as  Base Rate Loans and   Unutilized Revolving
Level      Debt Rating       Eurodollar Loans      Swingline Loans         Commitments)
-----      -----------       ----------------      ---------------         ------------
<S>    <C>                  <C>                  <C>                  <C>
  5    Ba1 or BB+ or lower         1.50%                0.50%                 0.250%
  4    Baa3 or BBB-                1.25%                0.25%                 0.175%
  3    Baa2 or BBB                 1.00%                0.00%                 0.150%
  2    Baa1 or BBB+                0.75%                0.00%                 0.125%
  1    A3 or A- or higher          0.60%                0.00%                 0.100%
</TABLE>

; provided that (a) in making the foregoing determinations, in the case of a
split Debt Rating the higher Debt Rating shall apply and (b) any change in the
Applicable Margin or the Applicable Commitment Commission pursuant to this
clause (ii) due to a change in the Debt Rating shall be effective on the
effective date of such change in the applicable Debt Rating.

                  "Applicable Period" shall mean, with respect to determinations
made pursuant to clause (i) of the definition of Applicable Commitment
Commission Percentage and Applicable Margin appearing in this Section 11.01,
each period which shall commence on a date on which financial statements are
delivered pursuant to Section 8.01(a) or (b), as the case may be, and which
shall end on the date of actual delivery of the next financial statements
pursuant to Section 8.01(a) or (b), as the case may be; provided that in the
event that the Borrower does not deliver such next financial statements pursuant
to Section 8.01(a) or (b), as the case may be, the Applicable Commitment
Commission Percentage and Applicable Margin for the respective Applicable Period
shall be subject to the first proviso contained in clause (i) of such
definition.

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

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

                  "Bain Capital" shall mean Bain Capital, Inc.

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

                                      -50-
<PAGE>

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

                  "Base Rate Loan" shall mean (i) each Swingline Loan and (ii)
each other Loan designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean the borrowing of one Type of Loan under
a single Facility from all the Lenders having Commitments under the respective
Facility on a pro rata basis (or from the Swingline Lender in the case of
Swingline Loans) on a given date (or resulting from a conversion or conversions
on such date) having in the case of Eurodollar Loans the same Interest Period;
provided that Base Rate Loans incurred pursuant to Section 1.10(b) shall be
considered part of the related Borrowing of Eurodollar Loans.

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

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

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

                                      -51-
<PAGE>

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

                  "Change of Control" shall mean either of the following: (i)
any Person or "group" (within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934, as in effect on the date hereof), other than AEA, Bain
Capital and/or their respective Related Parties and management of the Borrower,
shall (A) have acquired beneficial ownership of 30% or more on a fully diluted
basis of the economic and voting interest in the Borrower's capital stock or (B)
have obtained the power (whether or not exercised) to elect a majority of the
Borrower's directors or (ii) the first date on which Continuing Directors shall
cease to constitute a majority of the board of directors of the Borrower.

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

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

                  "Commitment" shall mean any of the commitments of any Lender,
i.e., whether the Term Loan Commitment or the Revolving Commitment.

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

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

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

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

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

                                      -52-
<PAGE>

                  "Consolidated Interest Expense" shall mean, for any period,
the total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, that portion of Capitalized Lease
Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period; provided that the amortization of deferred financing and
legal and accounting costs, administrative agent fees (in each case) with
respect to this Agreement shall be excluded from Consolidated Interest Expense
to the extent same would otherwise have been included therein.

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

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

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

                                      -53-
<PAGE>

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

                  "Credit Documents" shall mean this Agreement, the Subsidiaries
Guaranty and, after the execution and delivery thereof pursuant to the terms of
this Agreement, each Note and the Guaranty Acknowledgement and, after the
execution and delivery thereof, each additional guaranty executed pursuant to
Section 8.09.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

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

                  "DBTCA" shall mean Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), in its individual capacity.

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

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

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

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

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

                  "Drawing" shall have the meaning provided in Section 2.05(b).

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

                                      -54-
<PAGE>

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

                  "Environmental Law" means any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, to the extent binding on the Borrower or any
of its Subsidiaries, relating to the environment, employee health and safety or
Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42
U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3803
et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
Section 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C.
Section 1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq. (to the extent it regulates occupational exposure to Hazardous
Materials); and any state and local or foreign counterparts or equivalents, in
each case as amended from time to time.

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

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

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

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest
1/100 of 1%) of the offered quotation to first-class banks in the New York
interbank Eurodollar market by DBTCA for U.S. dollar deposits of amounts in same
day funds comparable to the outstanding principal amount of the Eurodollar Loan
of DBTCA for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loan,
determined as of

                                      -55-
<PAGE>

10:00 A.M. (New York time) on the Interest Determination Date for such Interest
Period divided (and rounded upward to the next whole multiple of 1/16 of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D).

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

                  "Existing Credit Agreement" shall have the meaning provided in
the recitals of this Agreement.

                  "Existing Lender" shall mean each "Lender" under and as
defined in the Existing Credit Agreement.

                  "Existing Letters of Credit" shall have the meaning provided
in Section 2.01(a).

                  "Existing Revolving Loans" shall mean each "Revolving Loan"
under and as defined in the Existing Credit Agreement.

                  "Existing Swingline Loans" shall mean each "Swingline Loan"
under and as defined in the Existing Credit Agreement.

                  "Facility" shall mean the respective credit facility utilized
in making Loans hereunder, with there being two separate Facilities, i.e., Term
Loan credit facility and the Revolving Loan credit facility.

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

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

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

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

                                      -56-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -57-
<PAGE>

                  "Issuing Lender" shall mean DBTCA (which for purposes of this
definition also shall include any banking affiliate of DBTCA) and any other
Lender which at the request of the Borrower and with the consent of the
Administrative Agent (which shall not be unreasonably withheld or delayed)
agrees, in such Lender's sole discretion, to become an Issuing Lender for the
purpose of issuing Letters of Credit pursuant to Section 2. On the Restatement
Effective Date the sole Issuing Lender is DBTCA.

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

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

                  "L/C Supportable Obligations" shall mean obligations of the
Borrower or its Subsidiaries incurred in the ordinary course of business with
respect to insurance obligations and workers' compensation, surety bonds and
other similar statutory obligations, and all other obligations not otherwise
prohibited by the terms of this Agreement.

                  "Lead Arranger" shall mean Deutsche Bank Securities Inc., in
its individual capacity.

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

                  "Lender" shall mean each financial institution listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant to
Section 1.13 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that it does not intend to
comply with its obligations under Section 1.01 or Section 2, in the case of
either clause (i) or (ii) above as a result of the appointment of a receiver or
conservator with respect to such Lender at the direction or request of any
regulatory agency or authority.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and
(ii) the amount of all Unpaid Drawings

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

                  "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under
the

                                      -58-
<PAGE>

UCC or any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

                  "Loan" shall mean each Revolving Loan, each Swingline Loan and
each Term Loan.

                  "Majority Lenders" of any Facility shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if all outstanding Obligations of the other
Facilities under this Agreement were repaid in full and all Commitments with
respect thereto were terminated.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(c).

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

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

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

                  "Maturity Date" shall mean February 12, 2007.

                  "Maximum Swingline Amount" shall mean $15,000,000.

                  "Minimum Borrowing Amount" shall mean (i) for Revolving Loans,
$1,000,000, (ii) for Swingline Loans, $250,000 and (iii) for Term Loans,
$5,000,000.

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

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

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

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

                                      -59-
<PAGE>

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

                  "Non-Defaulting Lender" shall mean and include each Lender
other than a Defaulting Lender.

                  "Note" shall mean each Revolving Note, each Term Note and the
Swingline Note.

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

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

                  "Notice Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302,
Attention: Robert Telesca, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

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

                  "Original Effective Date" shall mean the "Effective Date"
under, and as defined in, the Existing Credit Agreement.

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

                  "Participant" shall have the meaning provided in Section
2.04(a).

                  "Payment Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, Fifth Floor, Jersey City, New Jersey 07302,
or such other office as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.

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

                  "Permitted Indebtedness" shall mean any unsecured Indebtedness
for borrowed money incurred by the Borrower (which may be, but shall not be
required to be, guaranteed on an unsecured basis by one or more Subsidiary
Guarantors), so long as (i) both before and immediately after giving effect to
the incurrence of such Indebtedness no Default or Event of Default shall have
occurred and be continuing, (ii) based on calculations made by the Borrower, the
Borrower shall be in compliance with the financial covenant contained in Section
9.07, both immediately before and after giving effect to each incurrence of such
Indebtedness, (iii) within five Business Days prior to the incurrence of any
such Indebtedness, the Borrower shall furnish to the Administrative Agent for
distribution to each of the Lenders (x) all documentation

                                      -60-
<PAGE>

evidencing or relating to such Indebtedness and (y) an officer's certificate
from the chief financial officer or treasurer of the Borrower certifying to the
best of such officer's knowledge as to compliance with the requirements of the
preceding clauses (i) and (ii) and containing the pro forma calculations
required by the preceding clauses (i) and (ii), (iv) the terms and conditions
(including without limitation maturity, mandatory repayments, representations
and warranties, covenants and defaults), in the reasonable opinion of the
Administrative Agent, are no more restrictive or onerous on the Borrower or any
of its Subsidiaries than those set forth in this Agreement and (v) such
Indebtedness (and any guarantees thereof) shall rank pari passu or junior to the
Obligations hereunder and the Guaranteed Obligations under (and as defined in)
the Subsidiaries Guaranty, as the case may be.

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

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

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

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

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

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

                                      -61-
<PAGE>

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

                  "RCF Co-Arrangers" shall mean each of ABN AMRO Bank N.V., The
Bank of New York, Citizens Bank of Massachusetts, Fleet National Bank, and
jpmorgan Chase Bank, in each case in its individual capacity.

                  "RCF Co-Syndication Agents" shall mean each of ABN AMRO Bank
N.V., The Bank of New York, Fleet National Bank, and jpmorgan Chase Bank, in
each case in its individual capacity.

                  "RCF Senior Managing Agent" shall mean Barclays Bank PLC, in
its individual capacity.

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

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

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

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

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

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

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

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

                                      -62-
<PAGE>

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

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

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

                  "Required Lenders" shall mean Non-Defaulting Lenders the sum
of whose outstanding Term Loans and Revolving Commitments (or after the
termination thereof, outstanding Revolving Loans and RF Percentage of
outstanding Swingline Loans and Letter of Credit Outstandings) represent greater
than 50% of the sum of (i) all outstanding Term Loans of Non-Defaulting Lenders
and (ii) the Total Revolving Commitment less the Revolving Commitments of all
Defaulting Lenders (or, if the Total Revolving Commitment has been terminated,
the sum of the then total outstanding Revolving Loans of Non-Defaulting Lenders
and the aggregate RF Percentages of all Non-Defaulting Lenders of the total
outstanding Swingline Loans and Letter of Credit Outstandings at such time).

                  "Restatement Effective Date" shall have the meaning provided
in Section 13.10.

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

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

                  "Revolving Commitment" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I hereto directly below the
column entitled "Revolving Commitment," as same may be (x) reduced from time to
time and/or terminated pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such Lender pursuant to
Section 1.13 or 13.04(b).

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

                  "RF Lender" shall mean each Lender with a Revolving Commitment
and/or outstanding Revolving Loans.

                  "RF Percentage" of any Lender at any time shall mean a
fraction (expressed as a percentage) the numerator of which is the Revolving
Commitment of such Lender at such time and the denominator of which is the Total
Revolving Commitment at such time, provided that if the RF Percentage of any
Lender is to be determined after the Total Revolving Commitment has been
terminated, then the RF Percentages of the Lenders shall be determined
immediately prior (and without giving effect) to such termination.

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

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

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

                                      -63-
<PAGE>

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

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

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

                  "Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met).

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

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

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

                  "Swingline Expiry Date" shall mean the date which is five
Business Days prior to the Maturity Date.

                  "Swingline Lender" shall mean DBTCA.

                  "Swingline Loan" shall have the meaning provided in Section
1.01(b).

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

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

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

                  "Term Loan" shall have the meaning provided in Section
1.01(d).

                                      -64-
<PAGE>

                  "Term Loan Commitment" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I hereto directly below the
column entitled "Term Loan Commitment," as same may be (x) terminated pursuant
to Section 3.03 or (y) adjusted from time to time as a result of assignments to
or from such Lender pursuant to Section 1.13 or 13.04(b).

                  "Term Loan Facility" shall mean the Facility utilized in
making Term Loans hereunder.

                  "Term Loan Scheduled Repayment" shall have the meaning
provided in Section 4.02(b).

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

                  "Test Date" shall mean, with respect to any Applicable Period,
the last day of the most recent fiscal quarter or fiscal year, as the case may
be, ended immediately prior to the Start Date with respect to such Applicable
Period.

                  "TLF Co-Syndication Agents" shall mean each of ABN AMRO Bank
N.V., Citizens Bank of Massachusetts and Fleet National Bank, in each case in
its individual capacity.

                  "TLF Co-Arranger" shall mean Barclays Bank PLC, Fleet National
Bank, ABN AMRO Bank N.V. and Citizens Bank of Massachusetts, in each case in its
individual capacity.

                  "TLF Co-Lead Arranger" shall mean JPMorgan Chase Bank, in its
individual capacity.

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

                  "Total Revolving Commitment" shall mean, at any time, the sum
of the Revolving Commitments of each of the Lenders at such time.

                  "Total Term Loan Commitment" shall mean, at any time, the sum
of the Term Loan Commitments of each of the Lenders at such time.

                  "Total Unutilized Revolving Commitment" shall mean, at any
time, an amount equal to the remainder of (i) the Total Revolving Commitment
then in effect, less (ii) the sum of the aggregate principal amount of Revolving
Loans and Swingline Loans outstanding plus the then aggregate amount of Letter
of Credit Outstandings.

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

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

                                      -65-
<PAGE>

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

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

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

                  "Unpaid Drawing" shall have the meaning provided for in
Section 2.05(a).

                  "Unutilized Revolving Commitment" with respect to any Lender,
at any time, shall mean such Lender's Revolving Commitment at such time less the
sum of (i) the aggregate outstanding principal amount of Revolving Loans made by
such Lender and (ii) such Lender's RF Percentage of the Letter of Credit
Outstandings at such time.

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

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

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

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

                  SECTION 12. The Agents.

                  12.01. Appointment. The Lenders hereby designate DBTCA as
Administrative Agent to act as specified herein and in the other Credit
Documents. The Lenders hereby designate (i) Fleet National Bank, ABN AMRO Bank
N.V., JPMorgan Chase Bank and The Bank of New York as RCF Co-Syndication Agents,
(ii) Fleet National Bank, ABN AMRO Bank N.V., Citizens Bank of Massachusetts,
JPMorgan Chase Bank and The Bank of New York as RCF Co-Arrangers, (iii) Fleet
National Bank, ABN AMRO Bank N.V. and Citizens Bank of Massachusetts as TLF
Co-Syndication Agents, (iv) Barclays Bank PLC, Fleet National Bank, ABN AMRO
Bank N.V. and Citizens Bank of Massachusetts, as TLF Co-Arrangers (v) Barclays
Bank PLC, as RCF Senior Managing Agent, (vi) JPMorgan Chase Bank, as TLF Co-Lead
Arranger, and (vii) Deutsche Bank Securities Inc., as Lead Arranger, in each
case, to act as specified herein and in the other Credit Documents. Each Lender
hereby irrevocably authorizes,

                                      -66-
<PAGE>

and each holder of any Note by the acceptance of such Note shall be deemed
irrevocably to authorize, each Agent to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of each Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. Each Agent may perform any of
their duties hereunder by or through their respective officers, directors,
agents, employees or affiliates.

                  12.02. Nature of Duties. The Agents shall not have any duties
or responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. No Agent nor any of its respective officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by them hereunder or under any other Credit Document or in connection herewith
or therewith, unless caused by their gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision). The duties of the Agents shall be mechanical and administrative in
nature; no Agent shall have by reason of this Agreement or any other Credit
Document a fiduciary relationship in respect of any Lender or the holder of any
Note; and nothing in this Agreement or any other Credit Document, expressed or
implied, is intended to or shall be so construed as to impose upon any Agent any
obligations in respect of this Agreement or any other Credit Document except as
expressly set forth herein or therein.

                  12.03. Lack of Reliance on the Agents. Independently and
without reliance upon any Agent, each Lender and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Borrower
and its Subsidiaries in connection with the making and the continuance of the
Loans and the taking or not taking of any action in connection herewith and (ii)
its own appraisal of the creditworthiness of the Borrower and its Subsidiaries
and, except as expressly provided in this Agreement, no Agent shall have any
duty or responsibility, either initially or on a continuing basis, to provide
any Lender or the holder of any Note with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter. No Agent nor any of its affiliates or
any of its officers, directors, agents or employees shall be responsible to any
Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of the Borrower and its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Borrower and its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

                  12.04. Certain Rights of the Agents. If any Agent shall
request instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Lender nor any
holder of any Note shall have any

                                      -67-
<PAGE>

right of action whatsoever against any Agent as a result of such Agent acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.

                  12.05. Reliance. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype, facsimile or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that such Agent believed to be the proper Person, and,
with respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of counsel
selected by such Agent (which may be counsel for the Credit Parties).

                  12.06. Indemnification. To the extent that any Agent is not
reimbursed and indemnified by the Borrower, each Lender will reimburse and
indemnify such Agent, in proportion to its "percentage" as used in determining
the Required Lenders (determined as if there were no Defaulting Lenders) for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses or disbursements of
whatsoever kind or nature which may be imposed on, asserted against or incurred
by such Agent in performing its duties hereunder or under any other Credit
Document, in any way relating to or arising out of this Agreement or any other
Credit Document; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                  12.07. The Agents in Their Individual Capacity. With respect
to its obligation to make Loans and participate in Letters of Credit under this
Agreement, each Agent shall have the rights and powers specified herein for a
"Lender" and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term "Lenders," "Required
Lenders," "Majority Lenders," "holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Each Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with any Credit
Party or any Affiliate of any Credit Party as if it were not performing the
duties specified herein, and may accept fees and other consideration from the
Borrower, or any other Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the Lenders.

                  12.08. Holders. The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment, transfer or endorsement thereof, as
the case may be, shall have been filed with the Administrative Agent. Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

                                      -68-
<PAGE>

                  12.09. Resignation. (a) The Administrative Agent may resign
from the performance of all its functions and duties hereunder and/or under the
other Credit Documents at any time by giving 15 Business Days' prior written
notice to the Borrower and the Lenders. Any such resignation by an
Administrative Agent hereunder shall also constitute its resignation as an
Issuing Lender (if applicable) or the Swingline Lender, in which case upon the
effectiveness of such resignation in accordance with this Section 12.09 the
resigning Administrative Agent (x) shall not be required to issue any further
Letters of Credit or make any additional Swingline Loans hereunder and (y) shall
maintain all of its rights as an Issuing Lender and the Swingline Lender, as the
case may be, with respect to any Letters of Credit issued by it or Swingline
Loans made by it, in each case prior to the effective date of such resignation.
Such resignation shall take effect upon the appointment of a successor
Administrative Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.

                  (b)      Upon any such notice of resignation, the Required
Lenders shall, with the consent of the Borrower (which consent shall not be
unreasonably withheld or delayed and shall not be required at any time when an
Event of Default exists), appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company.

                  (c)      If a successor Administrative Agent shall not have
been so appointed within such 15 Business Day period, the Administrative Agent,
with the consent of the Borrower (which consent shall not be unreasonably
withheld or delayed and shall not be required at any time when an Event of
Default exists), shall then appoint a commercial bank or trust company with
capital and surplus of not less than $500,000,000 as successor Administrative
Agent who shall serve as Administrative Agent hereunder or thereunder until such
time, if any, as the Required Lenders appoint a successor Administrative Agent
as provided above.

                  (d)      If no successor Administrative Agent has been
appointed pursuant to clause (b) or (c) above by the 20th Business Day after the
date such notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Administrative Agent
hereunder and/or under any other Credit Document until such time, if any, as the
Required Lenders appoint a successor Administrative Agent as provided in clause
(b) above.

                  (e)      Each RCF Co-Syndication Agent, each TLF
Co-Syndication Agent, each RCF Co-Arranger, each TLF Co-Arranger, the TLF
Co-Lead Arranger, the RCF Senior Managing Agent and the Lead Arranger may resign
from the performance of all of such respective Agent's functions and duties
hereunder and/or under the other Credit Documents at any time by giving five
Business Days' prior written notice to the Administrative Agent. Such
resignation shall take effect on the fifth Business Day after the respective
notice is given to the Administrative Agent.

                  (f)      Upon a resignation of any Agent pursuant to this
Section 12.09, such Agent shall remain indemnified to the extent provided in
this Agreement and the other Credit Documents and the provisions of this Section
12 shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as an Agent.

                                      -69-
<PAGE>

                  12.10. RCF Co-Syndication Agents; TLF Co-Syndication Agents;
RCF Co-Arrangers; TLF Co-Arrangers; TLF Co-Lead Arranger; RCF Senior Managing
Agent; and Lead Arranger. Notwithstanding anything to the contrary contained
herein, nothing in this Agreement shall impose on any RCF Co-Syndication Agent,
any TLF Co-Syndication Agent, any RCF Co-Arranger, any TLF Co-Arranger, any TLF
Co-Lead Arranger; the RCF Senior Managing Agent or the Lead Arranger, in each
case in such capacity, any duties or obligations.

                  SECTION 13. Miscellaneous.

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

                                      -70-
<PAGE>

with any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified (as determined by a court of competent jurisdiction in a final and
non-appealable decision)). To the extent that the undertaking to indemnify, pay
or hold harmless any Agent or any Lender set forth in the preceding sentence may
be unenforceable because it is violative of any law or public policy, the
Borrower shall make the maximum contribution to the payment and satisfaction of
each of the indemnified liabilities which is permissible under applicable law.

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

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

                  13.04. Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that the
Borrower may not assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of all of the Lenders and, provided further, that although any Lender may
transfer, assign or grant participations in its rights hereunder, such Lender
shall remain a "Lender" for all

                                      -71-
<PAGE>

purposes hereunder (and may not transfer or assign all or any portion of its
Commitments or outstanding Loans hereunder except as provided in Section
13.04(b)) and the transferee, assignee or participant, as the case may be, shall
not constitute a "Lender" hereunder and, provided further, that no Lender shall
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would (i) extend
the final scheduled maturity of any Loan or Note or extend the expiry date of
any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the
time of payment of interest or Fees thereon (except in connection with a waiver
of applicability of any post-default increase in interest rates) or reduce the
principal amount thereof, or increase the amount of the participant's
participation over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, Defaults or Events
of Default or of a mandatory reduction in the Total Commitment shall not
constitute a change in the terms of such participation, and that an increase in
any Commitment or Loan shall be permitted without the consent of any participant
if the participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement. In the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by
the Borrower hereunder shall be determined as if such Lender had not sold such
participation.

                  (b)      Notwithstanding the foregoing, any Lender (or any
Lender together with one or more other Lenders) may (x) assign all or a portion
of its Commitments and related outstanding Obligations (or, if the Commitments
with respect to the relevant Facility have terminated, outstanding Obligations)
hereunder to (i) its parent company and/or any affiliate of such Lender which is
at least 50% owned by such Lender or its parent company or to one or more other
Lenders or (ii) in the case of any Lender that is a fund that invests in bank
loans, any other fund that invests in bank loans that is managed by the same
investment advisor of such Lender or by an Affiliate of such investment advisor
or (y) assign all, or if less than all, a portion equal to at least (I) in the
case of Revolving Commitments (and related outstandings) $5,000,000 and (II) in
the case of Term Loans $1,000,000, in each case in the aggregate for the
assigning Lender or assigning Lenders, of such Commitments and related
outstanding Obligations hereunder (or, if the Commitments with respect to the
relevant Facility have terminated, outstanding Obligations) to one or more
Eligible Transferees, each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption Agreement,
provided that (i) at such time Schedule I shall be deemed modified to reflect
the Commitments and/or outstanding Loans, as the case may be, of such new Lender
and of the existing Lenders, (ii) at the request of the assignee Lender, and
upon surrender of the relevant Notes or the provision of a customary lost note
indemnification agreement from the assignor or assignee Lender, as the case may
be, new Notes will be issued, at the Borrowers' expense, to such new Lender and
to the assigning Lender, such new Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments and/or outstanding Loans, as the case
may be, (iii) the consent of the Administrative Agent and (so long as no Default
or Event of Default then exists and is continuing) the Borrower shall be
required in connection with any such assignment pursuant to clause (y) above
(each of which consents shall not be unreasonably withheld or delayed), (iv) in

                                      -72-
<PAGE>

the case of any assignment of Revolving Commitments and related outstanding
Obligations, the consent of each Issuing Lender shall be required (which consent
shall not be unreasonably withheld or delayed) and (v) the Administrative Agent
shall receive at the time of each such assignment, from the assigning or
assignee Lender, the payment of a non-refundable assignment fee of $3,500 and,
provided further, that such transfer or assignment will not be effective until
recorded by the Administrative Agent on the Register pursuant to Section 13.16
hereof. To the extent of any assignment pursuant to this Section 13.04(b), the
assigning Lender shall be relieved of its obligations hereunder with respect to
its assigned Commitments and outstanding Loans. At the time of each assignment
pursuant to this Section 13.04(b) to a Person which is not already a Lender
hereunder and which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective
assignee Lender shall provide to the Borrower and the Administrative Agent the
appropriate Internal Revenue Service Forms (and, if applicable a Section
4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent that an
assignment of all or any portion of a Lender's Commitments and related
outstanding Obligations pursuant to Section 1.13 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 1.10,
1.11 or 4.04 greater than those being charged by the respective assigning Lender
prior to such assignment, then the Borrower shall not be obligated to pay such
greater increased costs (although the Borrower shall be obligated to pay any
other increased costs of the type described above resulting from changes after
the date of the respective assignment).

                  (c)      Nothing in this Agreement shall prevent or prohibit
any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank and,
with the consent of the Administrative Agent, any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee or to a
collateral agent providing credit or credit support to such Lender in support of
its obligations to its trustee or such collateral agent, as the case may be. No
pledge pursuant to this clause (c) shall release the transferor Lender from any
of its obligations hereunder.

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

                                      -73-
<PAGE>

                  13.06. Payments Pro Rata. (a) Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b)      Each of the Lenders agrees that, if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action, by the enforcement of any right under the Credit
Documents, or otherwise), which is applicable to the payment of the principal
of, or interest on, the Loans, Unpaid Drawings, Commitment Commission or other
Fees, of a sum which with respect to the related sum or sums received by other
Lenders is in a greater proportion than the total of such Obligation then owed
and due to such Lender bears to the total of such Obligation then owed and due
to all of the Lenders immediately prior to such receipt, then such Lender
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations of the Borrower
to such Lenders in such amount as shall result in a proportional participation
by all the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

                  (c)      Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.

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

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

                                      -74-
<PAGE>

                  (c)      All determinations of the Stated Amount of Letters of
Credit and of the principal amount of Unpaid Drawings, in each case to the
extent denominated in an Alternate Currency, shall be made by converting same
into Dollars at (x) in the case of a determination of the Borrower's obligation
to reimburse an Unpaid Drawing under a Letter of Credit denominated in an
Alternate Currency, the spot exchange rate of the Issuing Lender of such Letter
of Credit or (y) if the provisions of the foregoing clause (x) are not
applicable, the "official" exchange rate (if applicable) or the spot exchange
rate for the Alternate Currency in question calculated by the Administrative
Agent (each such exchange rate, the "Spot Exchange Rate"). The Spot Exchange
Rate used to make determinations of the Stated Amount of any Letter of Credit
and any Unpaid Drawings for the purposes of Sections 1.01(a), 1.01(b), 2.01(c)
and 4.02(a), shall be calculated (i) on the Restatement Effective Date, (y) on
the first Business Day of each calendar month thereafter and (z) on such other
day as the Administrative Agent may, in its sole discretion, consider
appropriate. The Spot Exchange Rate used to make determinations of the
Borrower's reimbursement obligations with respect to Unpaid Drawings (including,
without limitation, pursuant to Sections 2.04 and 2.05) shall be determined
using the Spot Exchange Rate as in effect on the date of the Issuing Lender's
payment in respect of the Letter of Credit giving rise to the Unpaid Drawing.

                  13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE
LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS
LACK PERSONAL JURISDICTION OVER IT. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF
ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER
JURISDICTION.

                                      -75-
<PAGE>

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

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

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

                  13.10. Effectiveness. This Agreement shall become effective on
the date (the "Restatement Effective Date") on which (i) the Borrower, each
Existing Lender and each Lender with a Term Loan Commitment shall have executed
a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile) the same to the Administrative Agent
at the Notice Office or, in the case of the Lenders, shall have given the
Administrative Agent telephonic (confirmed in writing), written or telex notice
(actually received) at such office that same has been signed and mailed to it
and (ii) each of the conditions contained in Section 5 are met to the
satisfaction of the Administrative Agent and the Required Lenders. Unless the
Administrative Agent has received actual notice from any Lender that the
conditions contained in Section 5 have not been met to its reasonable
satisfaction, upon the satisfaction of the condition described in clause (i) of
the immediately preceding sentence and upon the Administrative Agent's good
faith determination that the conditions described in clause (ii) of the
immediately preceding sentence have been met, then the Restatement Effective
Date shall have been deemed to have occurred, regardless of any subsequent
determination that one or more of the conditions thereto had not been met
(although the occurrence of the Restatement Effective Date shall not release the
Borrower from any liability for failure to satisfy one or more of the applicable
conditions contained in Section 5). The Administrative Agent will give the
Borrower and each Lender prompt written notice of the occurrence of the
Restatement Effective Date.

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

                                      -76-
<PAGE>

                  13.12. Amendment or Waiver; etc. (a) Neither this Agreement
nor any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Lenders, provided that no such change, waiver, discharge or
termination shall, without the consent of each Lender (other than a Defaulting
Lender) (with Obligations being directly affected thereby in the case of
following clause (i)), (i) extend the final scheduled maturity of any Loan or
Note, or extend the stated maturity of, or any reimbursement obligation under,
any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the
time of payment of interest or Fees (it being understood that any amendment or
modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or Fees for
the purposes of this clause (i)), or reduce the principal amount thereof, or
reduce any reimbursement obligations under any Letter of Credit, (ii) amend,
modify or waive any provision of this Section 13.12 (except for technical
amendments with respect to additional extensions of credit under this Agreement
of the type which afford the protections to such additional extensions of credit
provided to the Term Loans and the Revolving Commitments on the Restatement
Effective Date), (iii) reduce the percentage specified in the definition of
Required Lenders (it being understood and agreed that, with the consent of the
Required Lenders, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Lenders on substantially the
same basis as the Term Loans and the Revolving Commitments are included on the
Restatement Effective Date) or (iv) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement; provided
further, that no such change, waiver, discharge or termination shall (1)
increase the Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood and agreed that waivers
or modifications of conditions precedent, covenants (including, without
limitation, by means of modifications to the financial definitions or
modifications in the method of calculation of any financial covenants), Defaults
or Events of Default or of a mandatory reduction in the Total Commitment shall
not constitute an increase of the Commitment of any Lender, and that an increase
in the available portion of any Commitment of any Lender shall not constitute an
increase in the Commitment of such Lender), (2) without the consent of the
respective Issuing Lender or Issuing Lenders, amend, modify or waive any
provision of Section 2 with respect to Letters of Credit issued by it or alter
its rights or obligations with respect to Letters of Credit, (3) without the
consent of the Swingline Lender, amend, modify or waive any provision of
Sections 1.01(b) and (c) or alter its rights and obligations with respect to
Swingline Loans, (4) without the consent of each Agent affected thereby, amend,
modify or waive any provision of Section 12 as same applies to such Agent or any
other provision as same relates to the rights or obligations of such Agent or
(5) without the consent of the Majority Lenders with respect to Term Loan
Facility, amend, modify or waive any Term Loan Scheduled Repayment.

                  (b)      If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (iv), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clauses (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders with one or more Replacement Lenders pursuant to Section 1.13 so long
as at the time of such replacement, each such Replacement

                                      -77-
<PAGE>

Lender consents to the proposed change, waiver, discharge or termination or (B)
terminate such non-consenting Lender's Revolving Commitment (and repay such
non-consenting Lender's outstanding Revolving Loans) and/or repay such
non-consenting Lender's outstanding Term Loans, in each case, in accordance with
Sections 3.02(b) and/or 4.01(b), provided that, unless such Revolving Commitment
is terminated, and Loans repaid, pursuant to the preceding clause (B) are
immediately replaced in full at such time through the addition of new Lenders or
the increase of the Revolving Commitment and/or outstanding Loans of existing
Lenders (who in each case must specifically consent thereto), then in the case
of any action pursuant to preceding clause (B) the Required Lenders (determined
before giving effect to the proposed action) shall specifically consent thereto,
provided further, that in any event the Borrower shall not have the right to
replace a Lender, terminate its Revolving Commitment or repay its Loans solely
as a result of the exercise of such Lender's rights (and the withholding of any
required consent by such Lender) pursuant to the second proviso to Section
13.12(a).

                  13.13. Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 13.01 and 13.06 shall,
survive the execution, delivery and termination of this Agreement and the Notes
and the making and repayment of the Loans.

                  13.14. Domicile of Loans. Each Lender may transfer and carry
its Loans at, to or for the account of any office, Subsidiary or Affiliate of
such Lender. Notwithstanding anything to the contrary contained herein, to the
extent that a transfer of Loans pursuant to this Section 13.14 would, at the
time of such transfer, result in increased costs under Section 1.10, 1.11, 2.06
or 4.04 from those being charged by the respective Lender prior to such
transfer, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
transfer).

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

                                      -78-
<PAGE>

to information about such Lender's investment portfolio in connection with
ratings issued to such Lender.

                  (b)      The Borrower hereby acknowledges and agrees that each
Lender may share with any of its Affiliates any information related to the
Borrower or any of its Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of the Borrower
and its Subsidiaries), provided such Persons shall be subject to the provisions
of this Section 13.15 to the same extent as such Lender.

                  (c)      The Borrower hereby represents and acknowledges that,
to the best of its knowledge, no Agent nor any Lender, nor any employees or
agents of, or other persons affiliated with, any Agent or any Lender, have
directly or indirectly made or provided any statement (oral or written) to the
Borrower, any Credit Party or to any of their respective employees or agents, or
other persons affiliated with or related to such Credit Party (or, so far as
such Credit Party is aware, to any other Person), as to the potential tax
consequences of this Agreement, any other Credit Document or any of the
transactions contemplated hereby or thereby.

                  (d)      No Agent nor any Lender provides accounting, tax or
legal advice. Notwithstanding any express or implied claims of exclusivity or
proprietary rights, each of the Borrower on behalf of itself and each other
Credit Party, each Agent and each Lender, in each case hereby agrees and
acknowledges that the Borrower, each Credit Party, each Agent and each Lender
(and each of their respective employees, representatives or other agents) are
authorized to disclose to any and all Persons, beginning immediately upon
commencement of their discussions and without limitation of any kind, the tax
treatment and tax structure of this Agreement, any other Credit Document or any
of the transactions contemplated hereby or thereby, and all materials of any
kind (including opinions or other tax analyses) that are provided to any Credit
Party, any Agent or any Lender relating to such tax treatment and tax structure.
In this regard, the Borrower on behalf of itself and each Credit Party, each
Agent and each Lender acknowledges and agrees that the disclosure of the tax
treatment and tax structure of this Agreement, any other Credit Document or any
of the transactions contemplated hereby or thereby is not limited in any way by
an express or implied understanding or agreement, oral or written (whether or
not such understanding or agreement is legally binding). For purposes of this
authorization, "tax" means United States Federal income tax, "tax treatment"
means the purported or claimed Federal income tax treatment of the transaction,
and "tax structure" means any fact that may be relevant to understanding the
purported or claimed Federal income tax treatment of the transaction. This
Section 13.15(d) is intended to reflect the understanding of the Borrower, each
Credit Party, each Agent and each Lender that this Agreement, each other Credit
Document and any of the transactions contemplated hereby or thereby is, in each
case not a "confidential transaction" as that phrase is used in Treasury
Regulation ss. 1.6011-4(b)(3)(i), and shall be interpreted in a manner
consistent therewith. Nothing herein is intended to imply that the Borrower or
any other Credit Party, any Agent or any Lender made or provided a statement,
oral or written, to, or for the benefit of, any such Person as to any potential
tax consequences that are related to, or may result from, this Agreement, any
other Credit Document or any of the transactions contemplated hereby or thereby.

                                      -79-
<PAGE>

                  13.16. Register. The Borrower hereby designates the
Administrative Agent to serve as the Borrower's agent, solely for purposes of
this Section 13.16, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Lenders, the Loans made
by each of the Lenders and each repayment in respect of the principal amount of
the Loans of each Lender. The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error. Failure to make any such
recordation, or any error in such recordation shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitments of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitments shall not be effective
until such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Loans shall remain owing to the transferor. The registration of assignment
or transfer of all or part of any Commitments and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan,
or as soon thereafter as practicable, the assigning or transferor Lender shall
surrender the Note evidencing such Loan, and thereupon one or more new Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.16.

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

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

                                      -80-
<PAGE>

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

                                      *****

                                      -81-
<PAGE>

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

Address:

                                         WATERS CORPORATION
34 Maple Street
Milford, MA 01757-3696
Telephone: (508) 482-2314                By: /s/ John A. Ornell
Facsimile: (508) 482-2249                    -----------------------------
Facsimile: (508) 482-2249                    Name: John A. Ornell
                                             Title: Vice President - Finance and
Attention: John E. Lynch                            Administration, Chief
                                                    Financial Officer, Assistant
                                                    Treasurer and Assistant
                                                    Secretary

<PAGE>

                                          DEUTSCHE BANK TRUST COMPANY
                                           AMERICAS, Individually and
                                           as Administrative Agent

                                          By: /s/ Scottye Lindsey
                                              -------------------
                                              Name:  Scottye Lindsey
                                              Title: Vice President

                                          ABN AMRO Bank N.V.

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

                                          ABN AMRO Bank N.V.

                                          By: Todd J. Miller
                                              --------------
                                              Name: Todd J. Miller
                                              Title: Assistant Vice President

                                          ALLIED IRISH BANKS P.L.C

                                          By: Michael Doyle
                                              -------------
                                              Name: Michael Doyle
                                              Title: Senior Vice President

                                          THE GOVERNOR AND COMPANY OF THE BANK
                                          OF IRELAND

                                          By: Fergus McDonald
                                              ---------------
                                              Name: Fergus McDonald
                                              Title: Director

<PAGE>

                                          The Bank of New York

                                          By: Kenneth P. Sneider, Jr.
                                              -----------------------
                                              Name: Kenneth P. Sneider, Jr.
                                              Title: Vice President

                                          BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                          By: Cynthia Rietscha
                                              ----------------
                                              Name: Cynthia Rietscha
                                              Title: Vice President

                                          BARCLAYS BANK PLC

                                          By: Nicholas Bell
                                              -------------
                                              Name: Nicholas Bell
                                              Title: Director

                                          Citizens Bank of Massachusetts

                                          By: Stephen F. Foley
                                              ----------------
                                              Name: Stephen F. Foley
                                              Title: Senior Vice President

                                          Fleet National Bank

                                          By: Gordon B. Coughlin
                                              ------------------
                                              Name: Gordon B. Coughlin
                                              Title: Vice President

<PAGE>

                                          HSBC  Bank USA

                                          By: Patrick J. Doulin
                                              -----------------
                                              Name: Patrick J. Doulin
                                              Title: Senior Vice President

                                          MELLON BANK, N.A.

                                          By: Nancy E. Gale
                                              -------------
                                              Name: Nancy E. Gale
                                              Title: Vice President

                                          SOCIETE GENERALE

                                          By: David A. Grant
                                              --------------
                                              Name: David A. Grant
                                              Title: Managing Director

                                          JPMorgan Chase Bank

                                          By: John A. Francis
                                              ---------------
                                              Name: John A. Francis
                                              Title: Vice President

                                          KeyBank National Association

                                          By: James A. Taylor
                                              Name: James A. Taylor
                                              Title: Vice President

<PAGE>

SCHEDULE I                 Commitments
SCHEDULE II                Lender Addresses
SCHEDULE III               Existing Letters of Credit
SCHEDULE IV                Subsidiaries
SCHEDULE V                 Existing Liens
SCHEDULE VI                Existing Indebtedness
SCHEDULE VII               Existing Investments
SCHEDULE VIII              Material Subsidiaries

EXHIBIT A-1                Notice of Borrowing
EXHIBIT A-2                Notice of Conversion/Continuation
EXHIBIT B-1                Revolving Note
EXHIBIT B-2                Swingline Note
EXHIBIT B-3                Term Note
EXHIBIT C                  Letter of Credit Request
EXHIBIT D                  Section 4.04(b)(ii) Certificate
EXHIBIT E                  Opinion of Bingham McCutchen LLP, special counsel to
                           the Credit Parties
EXHIBIT F                  Officers' Certificate
EXHIBIT G                  Guaranty Acknowledgment
EXHIBIT H                  Assignment and Assumption Agreement