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                                                                   EXHIBIT 10(n)

         THIS AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement"), dated as
of February 27, 2004, among MYERS INDUSTRIES, INC, an Ohio corporation (the
"Company"), the FOREIGN SUBSIDIARY BORROWERS (as hereinafter defined) from time
to time parties hereto (together with the Company, the "Borrowers"), the lenders
from time to time parties hereto (the "Lenders"), and BANK ONE, NA, a national
banking association, as Agent.

                                    RECITALS

         A.       The Borrowers, the lenders party thereto (the "Existing
Lenders"), and the Agent executed a Loan Agreement dated as of February 3, 1999
(as amended, the "Existing Loan Agreement").

         B.       The Borrowers have requested that the Lenders and the Agent
amend and restate the Existing Loan Agreement as herein provided, and the
Lenders and the Agent are willing to amend and restate the Existing Loan
Agreement on the terms and conditions herein set forth.

         In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree that the Existing Loan Agreement is hereby
amended and restated in its entirety as follows:

                                    ARTICLE I

                                  DEFINITIONS

         1.1      Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any Person or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the Voting Stock of
any Person.

         "Activated Commitment" is defined in Section 2.1(e).

         "Activated Non-Pro Rata Sub-Commitment" is defined in Section 2.1(e).

         "Advance" means a borrowing hereunder (or conversion or continuation
thereof) consisting of the aggregate amount of the several Loans or Facility
Letters of Credit of the same Type and, in the case of BA Rate Loans,
Eurocurrency Loans and Eurodollar Loans, in the same Agreed Currency and for the
same Interest Period, made by the Lenders on the same Borrowing Date (or
converted or continued by the Lenders on the same date of conversion or
continuation).

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of Voting Stock of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

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         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article XI, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article XI.

         "Aggregate Activated Commitment" is defined in Section 2.1(e).

         "Aggregate Activated Non-Pro Rata Sub-Commitment" is defined in Section
2.1(e).

         "Aggregate Commitments" means, as at any date of determination, the
aggregate amount, stated in U.S. Dollars, of the Commitments of all Lenders.

         "Aggregate Credit Exposure" means, as at any date of determination, the
aggregate Credit Exposure of all Lenders.

         "Aggregate Non-Pro Rata Foreign Currency Credit Exposure" means, as at
any date of determination, the aggregate Non-Pro Rata Foreign Currency Credit
Exposure of all Non-Pro Rata Lenders.

         "Aggregate Non-Pro Rata Sub-Commitments" means, as at any date of
determination, the aggregate amount of the Non-Pro Rata Sub-Commitments of all
Lenders.

         "Aggregate Pro Rata Foreign Currency Credit Exposure" means, as at any
date of determination, the aggregate Pro Rata Foreign Currency Credit Exposure
of all Pro Rata Lenders.

         "Agreed Currencies" means (i) U.S. Dollars and (ii) Agreed Foreign
Currencies.

         "Agreed Foreign Currencies" means (i) Agreed Pro Rata Foreign
Currencies and (ii) Agreed Non-Pro Rata Foreign Currencies.

         "Agreed Non-Pro Rata Foreign Currencies" means, so long as such
currencies remain Eligible Currencies, Canadian Dollars and any other Eligible
Currency (other than U.S. Dollars) agreed to by all Non-Pro Rata Lenders to a
Non-Pro Rata Borrower as being an Agreed Non-Pro Rata Foreign Currency to be
advanced hereunder to such Non-Pro Rata Borrower.

         "Agreed Pro Rata Foreign Currencies" means, so long as such currencies
remain Eligible Currencies, British Pounds Sterling, Euros and any other
Eligible Currency which is agreed to by all the Lenders as being an Agreed Pro
Rata Foreign Currency to be advanced hereunder to a Pro Rata Borrower.

         "Agreement" means this amended and restated loan agreement, as it may
be amended or modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time in the United States, changing as and
when such generally accepted accounting principles change, and applied in a
manner consistent with that used in preparing the financial statements referred
to in Section 5.4.

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         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day or (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Margin" means the amounts set forth in the Pricing Schedule
on Exhibit A hereto.

         "Arranger" means Banc One Capital Markets, Inc. a Delaware corporation,
and its successors.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Assignment" is defined in Section 13.3.1.

         "ATP" means [the Applied Tech Products automotive division].

         "ATP Acquisition" means the Acquisition by the Company of ATP.

         "ATP Acquisition Documents" means all agreements, documents and
instruments executed in connection with the ATP Acquisition or otherwise
pursuant thereto.

         "Authorized Officer" means, with respect to any Borrower, any of the
chief executive officer, the chief financial officer or the treasurer of such
Borrower or any Person designated by any of the foregoing in writing to the
Agent from time to time to act on behalf of such Borrower, in each case, acting
singly.

         "BA Rate" means with respect to a BA Rate Loan for the relevant
Interest Period, the sum of (a) the Applicable Margin plus (b) the bid rate
quoted by Bank One Canada for its own acceptances for the relevant Interest
Period as of the Borrowing Date (the first day of such Interest Period) or such
other rate agreed to by all the Canadian Lenders and the Canadian Borrower.

         "BA Rate Loan" means a Loan denominated in Canadian Dollars that bears
interest based on the BA Rate.

         "Bank One" means Bank One, NA, a national banking association with its
main office in Chicago, Illinois.

         "Bank One Canada" means Bank One, NA, Canada Branch, together with its
Affiliates and successors and assigns.

         "Borrowers" is defined in the preamble hereto.

         "Borrowing Date" means any Business Day specified in a notice pursuant
to Section 2.3, 2.7, 2.15 or 2.16 as a date on which a Borrower requests the
Lenders to make Loans hereunder or, with respect to the issuance of any Facility
Letter of Credit, the date the applicable Issuer issues such Facility Letter of
Credit.

         "British Pounds Sterling" or "(pound)" means the lawful currency of the
United Kingdom of Great Britain and Northern Ireland.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency or Eurodollar Advances, a day (other than a Saturday
or Sunday) on which banks generally are open in Chicago, London and New York for
the conduct of substantially all of their commercial

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lending activities and on which dealings in the applicable Agreed Currency is
carried on in the London interbank market (and a day upon which such clearing
system as is determined by the Agent to be suitable for clearing or settlement
of the applicable Agreed Currency is open for business), and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago, New York and, in the case of any Advance to the Canadian
Borrower, Toronto, for the conduct of substantially all of their commercial
lending activities.

         "Canadian Borrower" means any Foreign Subsidiary Borrower from time to
time designated by the Agent as the "Canadian Borrower".

         "Canadian Dollar" and "C$" means the lawful currency of Canada.

         "Canadian Facility Letter of Credit" means any Letter of Credit for the
account of the Canadian Borrower.

         "Canadian Facility Letter of Credit Obligations" means Facility Letter
of Credit Obligations with respect to Canadian Facility Letters of Credit.

         "Canadian Lender" means any Lender with a Non-Pro Rata Sub-Commitment
designated on Schedule 1.1(b) for Advances denominated in Canadian Dollars to
the Canadian Borrower.

         "Canadian Loans" means Loans made to the Canadian Borrower pursuant to
Section 2.1(b).

         "Capital Stock" means (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

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

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalents" means (i) securities issued directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) U.S. Dollar denominated time
deposits, certificates of deposit and bankers' acceptances of (x) any Lender or
(y) any bank whose short-term commercial paper rating from S&P is at least A-1
or the

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equivalent thereof or from Moody's is at least P-1 or the equivalent thereof
(any such bank, an "Approved Lender"), in each case with maturities of not more
than 90 days from the date of acquisition, (iii) commercial paper issued by any
Lender or Approved Lender or by the parent company of any Lender or Approved
Lender and commercial paper issued by, or guaranteed by, any industrial or
financial company with a short-term commercial paper rating of at least A-1 or
the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody's, or guaranteed by any industrial company with a long term unsecured debt
rating of at least A or A2, or the equivalent of each thereof, from S&P or
Moody's, as the case may be, and in each case maturing within 90 days after the
date of acquisition, (iv) foreign Investments denominated in an Eligible
Currency that are of similar type of, and that have a rating comparable to, any
of the Investments referred to in the preceding clauses (i) through (iii) above,
and (v) investments in money market funds substantially all the assets of which
are comprised of securities of the types described in clauses (i) through (iv)
above.

         "Change of Control" means (i) a majority of the members of the Board of
Directors of Company shall not be Continuing Directors; or (ii) any Person
including a "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) which includes such Person, shall
purchase or otherwise acquire, directly or indirectly, beneficial ownership of
Voting Stock of Company and, as a result of such purchase or acquisition, any
such Person (together with its Affiliates), shall directly or indirectly
beneficially own in the aggregate Voting Stock representing more than 20% of the
combined voting power of Company's Voting Stock.

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

         "Collateral" means, collectively, the "Collateral" under and as defined
in, and any other assets upon which a Lien has been granted by, the Pledge
Agreements, the Guaranties or any other Collateral Document.

         "Collateral Documents" means, collectively, the Guaranties, the Consent
and Amendment of Collateral Documents, the Intercreditor Agreement, the Pledge
Agreements, and all other agreements or documents granting or perfecting a Lien
on any Collateral or guaranteeing the Obligations in favor of the Agent for the
benefit of the Lenders at any time, as any of the foregoing may be amended or
modified from time to time.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Loans to, and participate in Facility Letters of Credit and Swing Loans to,
the Borrowers in an aggregate amount not to exceed at any time outstanding the
amount set forth opposite such Lender's name in Schedule 1.1(a) or as otherwise
established pursuant to Section 13.3, as such amount may be modified from time
to time pursuant to this Agreement.

         "Common Collateral" means the 65% of the Capital Stock of each Foreign
Subsidiary owned by the Company or a Domestic Subsidiary and required to be
pledged under Section 2.18(a) of this Agreement to secure the Obligations and
under the Senior Note Documents to secure the Senior Note Obligations.

         "Company" is defined in the preamble hereto.

         "Condemnation" is defined in Section 7.8.

         "Consent and Amendment of Collateral Documents" means the Consent and
Amendment of Collateral Documents executed by the Borrowers and the Guarantors
dated the date hereof and in connection herewith, in form and substance
satisfactory to the Agent, as amended or modified from time to time.

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         "Consolidated Adjusted Net Worth" means, as of any date, the amount of
any capital stock, paid in capital and similar equity accounts plus (or minus in
the case of a deficit) the capital surplus and retained earnings of the Company
and its Subsidiaries, minus the book value of Restricted Investments (as defined
in the Senior Note Purchase Agreement in the form in effect on the date hereof)
and minority interests in stock and surplus of Subsidiaries, and excluding
non-cash foreign currency translation adjustments and the cumulative effect of
any charges related to impairment of goodwill as required under SFAS No. 142,
all as determined in accordance with Agreement Accounting Principles on a
consolidated basis for the Company and its Subsidiaries.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guaranties, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement or take-or-pay contract. The amount of any Contingent Obligation shall
be equal to the amount of the obligation that is so guarantied or supported that
is actually outstanding or otherwise due and payable from time to time, if a
fixed and determinable amount or if there is no fixed or determinable amount,
either (x) if a maximum amount is guaranteed, the maximum amount or (y) if there
is no maximum amount the amount of the obligation that is so guarantied or
supported.

         "Continuing Directors" means individuals who at the beginning of any
period of two consecutive calendar years constituted the board of directors of
the Company, together with any new directors whose election by such board of
directors or whose nomination for election was approved by a vote of at least
two-thirds of the members of such board of directors then still in office who
either were members of such board of directors at the beginning of such period
or whose election or nomination for election was previously so approved.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

         "Conversion/Continuation Notice" is defined in Section 2.7.1.

         "Cost Rate" means

1.       The cost of compliance with existing requirements of the Bank of
         England and/or the Financial Services Authority (or any authority which
         replaces all or any of their functions) in respect of Advances
         denominated in sterling will be calculated by the Agent in relation to
         each Advance on the basis of rates supplied by the Agent by reference
         to the circumstances existing on the first day of each Interest Period
         in respect of such Advance and, if any such Interest Period exceeds
         three months, at three calendar monthly intervals from the first day of
         such Interest Period during its duration in accordance with the
         following formula:

         AB +C(B-D) + E x 0.01  per cent per annum
         ---------------------
         100 - (A+C)

Where:

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         A.       is the percentage of eligible liabilities (assuming these to
                  be in excess of any stated minimum) which the Agent is from
                  time to time required to maintain as an interest free cash
                  ratio deposit with the Bank of England to comply with cash
                  ratio requirements.

         B.       is the percentage rate per annum at which sterling deposits
                  are offered by the Agent in accordance with its normal
                  practice, for a period equal to (a) the relevant Interest
                  Period (or, as the case may be, remainder of such Interest
                  Period) in respect of the relevant Advance of (b) three
                  months, whichever is the shorter, to a leading bank in the
                  London Interbank Market at or about 11:00 a.m. in a sum
                  approximately equal to the amount of such Advance.

         C.       is the percentage of eligible liabilities which the Agent is
                  required from time to time to maintain as interest bearing
                  special deposits with the Bank of England.

         D.       is the percentage rate per annum payable by the Bank of
                  England to the Agent on interest bearing special deposits.

         E.       is the rate payable by the Agent to the Financial Services
                  authority pursuant to the Fees Regulations (but, for this
                  purpose, the figure at paragraph [2.02b]/[2.03b] of the Fees
                  Regulations shall be deemed to be zero) and expressed in
                  pounds per (pound)1,000,000 of the Fee Base of the Agent.

2.       For the purposes of this definition:

         (a)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" shall bear the
                  meanings ascribed to them from time to time under or pursuant
                  to the Bank of England Act 1998 or (as appropriate) by the
                  Bank of England;

         (b)      "FEE REGULATIONS" shall mean the Banking Supervision (Fees)
                  Regulations 1998 or such other regulations as may be in force
                  from time to time in respect of the payment of fees for
                  banking supervision; and

         (c)      "FEE BASE" shall bear the meaning ascribed to it, and shall be
                  calculated in accordance with, the Fees Regulations.

3.   The percentages used in A and C above shall be those required to be
     maintained on the first day of the relevant period as determined in
     accordance with B above.

4.   In application of the above formula, A, B, C and D will be included in the
     formula as figures and not as percentages e.g. if A is 0.5 per cent and B
     is 12 per cent, AB will be calculated as 0.5 x 12 and not as 0.5 per cent x
     12 per cent.

5.   Calculations will be made on the basis of a 365 day year (or, if market
     practice differs, in accordance with market practice).

6.   A negative result obtained by subtracting D from B shall be taken as zero.

7.   The resulting figures shall be rounded upwards, if not already such a
     multiple, to the nearest whole multiple of one-thirty second of one percent
     per annum.

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8.   Additional amounts calculated in accordance with this definition are
     payable on the last day of the Interest Period to which they relate.

9.   The determination of the Associated Costs Rate by the Agent in relation to
     any period shall, in the absence of manifest error, be conclusive and
     binding on all of the parties hereto.

10.  The Agent may from time to time, after consultation with the Company and
     the Lenders, determine and notify to all parties any amendments or
     variations which are required to be made to the formula set out above in
     order to comply with any requirement s from time to time imposed by the
     Bank of England or the Financial Services Authority (or any other authority
     which replaces all or any of their functions) in relation to Advances
     denominated in sterling (including any requirements relating to sterling
     primary liquidity) and, any such determination shall, in the absence of
     manifest error, be conclusive and binding on all the parties hereto.

         "Credit Exposure" means as at any date of determination with respect to
any Lender, the sum of the aggregate unpaid principal amount of such Lender's
Loans on such date and the amount of such Lender's Pro Rata Share of the
Facility Letter of Credit Obligations and Swing Loans on such date, all stated
in U.S. Dollars.

         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender that (a) on any Borrowing Date
fails to make available to the Agent such Lender's Loans required to be made to
a Borrower on such Borrowing Date or (b) shall not have made a payment to the
Issuer pursuant to Section 2.15.5 or the Agent pursuant to Section 2.16. Once a
Lender becomes a Defaulting Lender, such Lender shall continue as a Defaulting
Lender until such time as such Defaulting Lender makes available to the Agent
the amount of such Defaulting Lender's Loans and/or to an Issuer such payments
requested by an Issuer together with all other amounts required to be paid to
the Agent and/or the Issuers pursuant to this Agreement.

         "Designated Financial Officer" means, with respect to any Borrower, its
chief financial officer or treasurer.

         "Designation Date" is defined in Section 2.1(e).

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part.

         "Domestic Subsidiary" means each present and future Subsidiary of the
Company which is not a Foreign Subsidiary.

         "EBIT" means, for any period, the sum of (a) the consolidated net
income (or loss) of the Company and its Subsidiaries for such period determined
in conformity with Agreement Accounting Principles, plus (b) to the extent
deducted in determining such net income, income taxes, Interest Expense, minus
(c) to the extent included in determining such net income, each of the
following, without duplication: (i) the income of any Person (other than a
Wholly-Owned Subsidiary of the Company) in which any Person other than the
Company or any of its Subsidiaries has a joint interest or a partnership
interest or other ownership interest, except to the extent of the amount of
dividends or other distributions

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actually paid to the Company or any of its Subsidiaries by such Person during
such period, (ii) the income of any Person accrued prior to the date it becomes
a Subsidiary of the Company or is merged into or consolidated with the Company
or any of its Subsidiaries or that Person's assets are acquired by the Company
or any of its Subsidiaries, (iii) gains from the sale, exchange, transfer or
other disposition of property or assets not in the ordinary course of business
of the Company and its Subsidiaries, and related tax effects in accordance with
Agreement Accounting Principles, (iv) any other extraordinary or non-recurring
gains or other income not from the continuing operations of the Company or its
Subsidiaries, and related tax effects in accordance with Agreement Accounting
Principles and (v) the income of any Subsidiary of the Company to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary.

         "EBITDA" means, for any period, EBIT for such period plus, to the
extent deducted in determining such EBIT, depreciation and amortization expense.

         "Effective Date" means the date on which the conditions precedent set
forth in Sections 4.1 and 4.2 are satisfied.

         "Eligible Currency" means any currency other than U.S. Dollars (i) that
is readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into U.S. Dollars in the international interbank market and (v) as
to which an Equivalent Amount may be readily calculated. If, after the
designation by the Lenders of any currency as an Agreed Currency, (x) currency
control or other exchange regulations are imposed in the country in which such
currency is issued with the result that different types of such currency are
introduced, (y) such currency is, in the determination of the Agent, no longer
readily available or freely traded or (z) in the determination of the Agent, an
Equivalent Amount of such currency is not readily calculable, the Agent shall
promptly notify the Lenders and the Company, and such currency shall no longer
be an Agreed Currency until such time as all of the Lenders agree to reinstate
such currency as an Agreed Currency and promptly, but in any event within five
Business Days of receipt of such notice from the Agent, the Borrower shall repay
all Loans in such affected currency or convert such Loans into Loans in U.S.
Dollars or another Agreed Currency, subject to the other terms set forth in
Article II.

         "Environmental Laws" means, with respect to the Company or any of its
Subsidiaries, any and all federal, state, local and foreign statutes, laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to (a) the protection of
the environment, (b) the effect of the environment on human health, (c)
emissions, discharges or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or land, or (d) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof, in each case, applicable to
such Borrower or Guarantor or their respective Property.

         "Equivalent Amount" of any currency with respect to any amount of U.S.
Dollars at any date means the equivalent in such currency of such amount of U.S.
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

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         "Euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states of the
European Union that participate in the third stage of Economic and Monetary
Union.

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

         "Eurocurrency Loan" means a Loan which bears interest at the
Eurocurrency Rate.

         "Eurocurrency Rate" means, with respect to a Eurocurrency Loan for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurocurrency
Reference Rate applicable to such Interest Period, divided by (ii) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest Period,
plus (b) the Applicable Margin.

         "Eurocurrency Reference Rate" means, with respect to each Interest
Period for a Foreign Currency Loan, the applicable British Bankers' Association
LIBOR rate for deposits in the applicable Agreed Foreign Currency as reported by
any generally recognized financial information service as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period (or, in
the case of Foreign Currency Loan denominated in British Pounds Sterling, on the
first Business Day of such Interest Period), and having a maturity equal to such
Interest Period, provided that, if no such British Bankers' Association LIBOR
rate is available, the applicable Eurocurrency Reference Rate for the relevant
Interest Period shall instead be the rate determined by the Agent to be the rate
at which Bank One offers to place deposits in the applicable Agreed Foreign
Currency with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period (or, in the case of Foreign Currency Loan denominated in British
Pounds Sterling, on the first Business Day of such Interest Period), in the
approximate amount of Bank One's relevant Foreign Currency Loan and having a
maturity equal to such Interest Period, plus, in each case, the Cost Rate.

         "Eurodollar Advance" means an Advance which bears interest at a
Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association LIBOR
rate for deposits in U.S. dollars as reported by any generally recognized
financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, and having a maturity equal to
such Interest Period, provided that, if no such British Bankers' Association
LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the rate determined by the Agent
to be the rate at which Bank One or one of its Affiliate banks offers to place
deposits in U.S. Dollars with first-class banks in the interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, in the approximate amount of Bank One's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

         "Eurodollar Loan" means a Loan which bears interest at a Eurodollar
Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Loan for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base
Rate applicable to such Interest Period, divided by (ii) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(b) the Applicable Margin. The Eurodollar Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

                                       10
<PAGE>

         "Exchange Rate" means with respect to any non-U.S. Dollar currency on
any date, the rate at which such currency may be exchanged into U.S. Dollars, as
set forth on such date on the relevant Reuters currency page at or about 11:00
a.m., LONDON TIME. In the event that such rate does not appear on any Reuters
currency page, the "Exchange Rate" with respect to such non-U.S. Dollar currency
shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Agent and the Company or,
in the absence of such agreement, such "Exchange Rate" shall instead be the
Agent's spot rate of exchange in the interbank market where its foreign currency
exchange operations in respect of such non-U.S. Dollar currency are then being
conducted, at or about 10:00 a.m., local time, on such date for the purchase of
U.S. Dollars with such non-U.S. Dollar currency, for delivery three Business
Days later; provided, that if at the time of any such determination, no such
spot rate can reasonably be quoted, the Agent may use any reasonable method as
it deems applicable to determine such rate, and such determination shall be
conclusive absent manifest error.

         "Existing Lenders" is defined in the recitals to this Agreement.

         "Existing Loan Agreement" is defined in the recitals to this Agreement.

         "Exiting Lender" is defined in Section 2.20.

         "Facility Letter of Credit" means a Letter of Credit issued by an
Issuer pursuant to Section 2.15.

         "Facility Letter of Credit Obligations" means, as at the time of
determination thereof, all liabilities, whether actual or contingent, of a
Borrower with respect to the Facility Letters of Credit, including the sum of
(a) Reimbursement Obligations and, without duplication, (b) the aggregate
undrawn face amount of the outstanding Facility Letters of Credit.

         "Facility Termination Date" means the earlier to occur of (a) February
27, 2009 or (b) the date on which the Commitments are terminated pursuant to
Article VIII.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Eastern
Standard Time) on such day on such transactions received by the Agent from three
Federal funds brokers of recognized standing selected by the Agent in its sole
discretion or, when used in connection with any Advance denominated in any
Eligible Currency, "Federal Funds Effective Rate" means the correlative rate of
interest with respect to such Eligible Currency as determined by the Agent in
its sole discretion for such day.

         "Financial Contract" of a Person means (a) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (b) any Rate Hedging Agreement.

         "Fixed Rate" means the BA Rate, Eurodollar Rate or the Eurocurrency
Rate.

         "Fixed Rate Advance" means an Advance which bears interest at a Fixed
Rate.

                                       11
<PAGE>

         "Fixed Rate Loan" means a Loan which bears interest at a Fixed Rate.

         "Floating Rate" means, for any day, a rate per annum (based on a year
of 365 or 366 days as appropriate) equal to the sum of (a) the Applicable Margin
plus (b) the Alternate Base Rate for such day, in each case changing when and as
the Alternate Base Rate changes.

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

         "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

         "Foreign Currency Facility Letter of Credit" means any Letter of Credit
denominated in an Agreed Foreign Currency.

         "Foreign Currency Facility Letter of Credit Obligations" means Facility
Letter of Credit Obligations with respect to Foreign Currency Facility Letters
of Credit.

         "Foreign Currency Loans" means Loans denominated in an Agreed Foreign
Currency.

         "Foreign Subsidiary" means each Subsidiary organized under the laws of
a jurisdiction outside of the United States.

         "Foreign Subsidiary Borrower" means each Foreign Subsidiary listed as a
Foreign Subsidiary Borrower in Schedule 1.1(b) as amended from time to time in
accordance with Section 8.2.2.

         "Foreign Subsidiary Opinion" means with respect to any Foreign
Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary
Borrower addressed to the Agent and the Lenders concluding that such Foreign
Subsidiary Borrower and the Loan Documents to which it is a party substantially
comply with the matters listed on Exhibit B, with such assumptions,
qualifications and deviations therefrom as the Agent shall approve.

         "Governmental Authority" means any nation or government, any state, or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guarantor" means (a) with respect to the Obligations of the Foreign
Subsidiary Borrowers, the Company, each present and future Domestic Subsidiary
of the Company and each Subsidiary of such Foreign Subsidiary Borrower (unless
such Foreign Subsidiary Borrower is prohibited from doing so by law) required to
execute a Guaranty pursuant hereto and (b) with respect to the Company, each
present and future Domestic Subsidiary of the Company required to execute a
Guaranty pursuant hereto and any other Person executing a Guaranty at any time,
provided that Securitization Entities shall not be Guarantors.

         "Guaranty" means, collectively, with respect to the Company, the
guarantee contained in Article IX and, with respect to any other Guarantor, the
Guaranty Agreement dated as of February 3, 1999 by Buckhorn, Inc., Ameri-Kart
Corp., Buckhorn Rubber Products, Inc. and Patch Rubber Company in favor of the
Agent and the Lenders, as modified by the Joinder Agreement dated as of July 24,
2003 by MYELux LLC, Buckhorn, Inc., Ameri-Kart Corp., Buckhorn Rubber Products,
Inc. and Patch Rubber Company (adding MYELux LLC as a Guarantor under such
Guaranty Agreement), entered into pursuant to the Existing Credit Agreement (and
which continue pursuant hereto) and as amended by the Consent

                                       12
<PAGE>

and Amendment of Collateral Documents and as further amended or modified from
time to time, and any other guaranty or similar agreements in form and substance
acceptable to the Agent entered into by any Guarantor at any time for the
benefit of the Agent and the Lenders pursuant to this Agreement, as amended or
modified from time to time.

         "Indebtedness" of a Person means, without duplication, such Person's
(a) obligations for borrowed money or similar obligations, (b) obligations
representing the deferred purchase price of Property or services (other than
accounts payable and/or accrued expenses arising in the ordinary course of such
Person's business payable in accordance with customary practices), (c)
obligations, whether or not assumed, secured by Liens on property now or
hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances, or other instruments (other than Financial Contracts), to
the extent of the amounts actually borrowed, due, payable or drawn, as the case
may be, (e) Capitalized Lease Obligations, (f) all obligations in respect of
Letters of Credit, whether drawn or undrawn, contingent or otherwise, (g) any
other obligation for borrowed money or other financial accommodation which in
accordance with Agreement Accounting Principles would be shown as a liability on
the consolidated balance sheet of such Person, (h) all other indebtedness,
obligations and liabilities incurred in connection with any asset
securitizations, regardless of whether such indebtedness, obligations or other
liabilities are recourse or non recourse to such Person and regardless of
whether such indebtedness, obligations or other liabilities are required to be
shown as a liability on the consolidated balance sheet of such Person in
accordance with Agreement Accounting Principles, and (i) Contingent Obligations
with respect to any of the foregoing.

         "Intercreditor Agreement" means the Intercreditor Agreement dated
December 12, 2003 among the Company, the Guarantors, the Agent and the Senior
Note Holders, as amended or modified from time to time.

         "Interest Coverage Ratio" means, as of the end of any fiscal quarter,
the ratio of (a) EBIT to (b) Interest Expense, in each case calculated for the
four consecutive fiscal quarters then ending, on a consolidated basis for the
Company and its Subsidiaries in accordance with Agreement Accounting Principles.

         "Interest Expense" means, with respect to any period, the aggregate of
all interest expense reported by the Company and its Subsidiaries in accordance
with Agreement Accounting Principles during such period, net of any cash
interest income received by the Company and its Subsidiaries during such period
from Investments. As used in this definition, the term "interest" shall include,
without limitation, all interest, fees and costs payable with respect to the
obligations under this Agreement (other than fees and costs which may be
capitalized as transaction costs in accordance with Agreement Accounting
Principles), any discount in respect of sales of accounts receivable and/or
related contract rights and the interest portion of Capitalized Lease payments
during such period, all as determined in accordance with Agreement Accounting
Principles.

         "Interest Period" means:

         (a) with respect to any BA Rate Loan, the period beginning on (and
including) the date on which such BA Rate Loan is made or continued to (but
excluding) the date which is 30, 60 or 90 days thereafter or such other period
of time agreed to by all the Canadian Lenders, as the Canadian Borrower may
elect hereunder, and each subsequent period commencing on the expiry of the
immediately preceding Interest Period and ending on the date 30, 60 or 90 days
(or such other period acceptable to such Canadian Borrower and each of the
Canadian Lenders) thereafter, as the Canadian Borrower may elect hereunder,
provided, however, that (a) each Interest Period which would otherwise end on a
day which is not a

                                       13
<PAGE>

Business Day shall end on the next succeeding Business Day, and (b) no Interest
Period shall be permitted which would end after the Facility Termination Date;
and

         (b) with respect to any Eurodollar Loan or Eurocurrency Loan:

                  (i)      initially, the period commencing on the borrowing or
         conversion date, as the case may be, with respect to such Eurodollar
         Loan or Eurocurrency Loan and ending one, two, three, or six months
         thereafter, as selected by the relevant Borrower in its notice of
         borrowing or notice of conversion, as the case may be, given with
         respect thereto; and

                  (ii)     thereafter, each period commencing on the last day of
         the next preceding Interest Period applicable to such Eurodollar Loan
         or Eurocurrency Loan and ending one, two, three or six months
         thereafter, as selected by the relevant Borrower by irrevocable notice
         to the Agent not less than three Business Days prior to the last day of
         the then current Interest Period with respect thereto;

         provided that, all of the foregoing provisions relating to Interest
         Periods are subject to the following:

                           (A)      if any Interest Period pertaining to a
                  Eurodollar Loan or Eurocurrency Loan would otherwise end on a
                  day that is not a Business Day, such Interest Period shall be
                  extended to the next succeeding Business Day unless the result
                  of such extension would be to carry such Interest Period into
                  another calendar month in which event such Interest Period
                  shall end on the immediately preceding Business Day;

                           (B)      any Interest Period applicable to a
                  Eurodollar Loan or Eurocurrency Loan that would otherwise
                  extend beyond the Facility Termination Date, shall end on the
                  Facility Termination Date; and

                           (C)      any Interest Period pertaining to a
                  Eurodollar Loan or Eurocurrency Loan that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable and/or accrued expenses arising in the ordinary course of business
payable in accordance with customary practices and loans to employees in the
ordinary course of business) or contribution of capital by such Person; stocks,
bonds, mutual funds, partnership interests, notes, debentures or other
securities owned by such Person; any deposit accounts and certificates of
deposit owned by such Person; and structured notes, derivative financial
instruments and other similar instruments or contracts owned by such Person
(other than Financial Contracts).

         "Issuers" or "Issuer" means (i) Bank One, and (ii) any Lending
Installation of Bank One as Bank One may determine to be the issuer for any
Facility Letter of Credit.

         "Joinder Agreement" means the Joinder Agreement to be entered into by
each Foreign Subsidiary Borrower subsequent to the date hereof pursuant to
Section 8.2.2, substantially in the form of Exhibit C hereto.

                                       14
<PAGE>

         "Judgment Currency" is defined in Section 16.6.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and, to the extent permitted
by Section 13.3, assigns.

         "Lending Installation" means, with respect to a Lender or the Agent,
any office, branch, subsidiary or Affiliate of such Lender or the Agent, as the
case may be.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Letter of Credit Collateral Account" is defined in Section 2.15.7.

         "Leverage Ratio" means, as of any date, the ratio of (a) Total Debt at
such date to (b) EBITDA, as calculated for the four most recently ended
consecutive fiscal quarters of the Company.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, fixed or floating charge, assignment, deposit arrangement,
encumbrance or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement), provided that the filing of financing
statements solely with respect to, or other lien or claim solely on, any
interest in accounts or notes receivable which are sold or otherwise transferred
in a Permitted Securitization Transaction shall not be considered a Lien.

         "Loan Documents" means this Agreement, the Notes, the Collateral
Documents, any Rate Hedging Agreements with any Lenders or their Affiliates and
the other agreements, certificates and other documents contemplated hereby or
executed or delivered pursuant hereto by any Borrower or any Guarantor at any
time with or in favor of the Agent or any Lender.

         "Loans" means, with respect to a Lender, such Lender's U.S. Loans, Pro
Rata Foreign Currency Loans and Non-Pro Rata Foreign Currency Loans and, with
respect to the Agent, Swing Loans.

          "Margin Stock" means margin stock as defined in Regulations T, U or X.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, prospects, condition (financial or otherwise) or results of
operations of the Company and its Subsidiaries taken as a whole, (ii) the
ability of any Borrower or Guarantor to pay the Obligations under the Loan
Documents, or (iii) the validity or enforceability of any of the Loan Documents
or the rights or remedies of the Agent or the Lenders thereunder.

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

         "Multiemployer Plan" means a plan defined in Section 4001(a)(3) of
ERISA to which the Company or any member of the Controlled Group has an
obligation to contribute.

         "Net Cash Proceeds" means, without duplication (a) in connection with
any sale or other disposition of any asset or any settlement by, or receipt of
payment in respect of, any property insurance claim or condemnation award, the
cash proceeds (including any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or purchase price
adjustment

                                       15
<PAGE>

receivable or otherwise, but only as and when received) of such sale, settlement
or payment, net of reasonable and documented attorneys' fees, accountants' fees,
investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset which
is the subject of such sale, insurance claim or condemnation award (other than
any Lien in favor of the Agent for the benefit of the Agent and the Lenders) and
other customary fees actually incurred in connection therewith and net of taxes
paid or reasonably estimated to be payable as a result thereof and (b) in
connection with any issuance or sale of any equity securities or debt securities
or instruments or the incurrence of loans, the cash proceeds received from such
issuance or incurrence, net of investment banking fees, reasonable and
documented attorneys' fees, accountants' fees, underwriting discounts and
commissions and other reasonable and customary fees and expenses actually
incurred in connection therewith.

         "Non-Excluded Taxes" is defined in Section 3.6.1.

         "Non-Pro Rata Borrower" means, at any time, the Canadian Borrower and
all other Foreign Subsidiary Borrowers permitted to request Advances under
Section 2.1(b) in Agreed Non-Pro Rata Currencies pursuant to a Non-Pro Rata
Sub-Commitment.

         "Non-Pro Rata Facility Letter of Credit" means any Letter of Credit
denominated in an Agreed Non-Pro Rata Foreign Currency for the account of a
Non-Pro Rata Borrower.

         "Non-Pro Rata Facility Letter of Credit Obligations" means Facility
Letter of Credit Obligations with respect to Non-Pro Rata Facility Letters of
Credit.

         "Non-Pro Rata Foreign Currency Credit Exposure" means as at any date of
determination with respect to any Non-Pro Rata Lender, the sum of the aggregate
unpaid principal amount of such Lender's Non-Pro Rata Foreign Currency Loans on
such date and the amount of such Lender's Pro Rata Share of the Non-Pro Rata
Foreign Currency Facility Letter of Credit Obligations and Non-Pro Rata Foreign
Currency Swing Loans on such date, all stated in U.S. Dollars.

         "Non-Pro Rata Foreign Currency Loans" means Loans denominated in an
Agreed Non-Pro Rata Foreign Currency made to a Non-Pro Rata Borrower pursuant to
Section 2.1(b).

         "Non-Pro Rata Foreign Currency Swing Loans" means Swing Loans
denominated in an Agreed Pro Rata Foreign Currency made to a Non-Pro Rata
Borrower.

         "Non-Pro Rata Lender" means each Lender with a Non-Pro Rata
Sub-Commitment.

         "Non-Pro Rata Sub-Commitment" means, for each Non-Pro Rata Lender, the
obligation of such Lender to make Non-Pro Rata Loans to, and participate in
Non-Pro Rata Facility Letters of Credit and Non-Pro Rata Swing Loans to, a
Non-Pro Rata Borrower in an aggregate amount not to exceed at any time
outstanding the amount set forth opposite such Non-Pro Rata Lender's name in
Schedule 1.1(a) for such Non-Pro Rata Borrower or as otherwise established
pursuant to Section 13.3, as such amount may be modified from time to time
pursuant to this Agreement.

         "Note" is defined in Section 2.2.3.

         "Notice of Assignment" is defined in Section 13.3.2.

                                       16
<PAGE>

         "Obligations" means collectively, the unpaid principal of and interest
on the Loans, all obligations and liabilities pursuant to the Facility Letters
of Credit, all Rate Hedging Obligations and all other obligations and
liabilities of each Borrower and each Guarantor to the Agent or the Lenders
(including Affiliates of such Lenders in the case of Rate Hedging obligations)
under this Agreement and the other Loan Documents (including, without
limitation, interest accruing at the then applicable rate provided in this
Agreement or any other applicable Loan Document after the maturity of the Loans
and interest accruing at the then applicable rate provided in this Agreement or
any other applicable Loan Document after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Borrower or any Guarantor, as the case may be,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, the other Loan Documents or any other
document made, delivered or given in connection therewith, in each case whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all reasonable fees
and disbursements of counsel to the Agent or to the Lenders that are required to
be paid by any Borrower or any Guarantor pursuant to the terms of this Agreement
or any other Loan Document).

         "Obligor" means any Person which is obligated to make payments for the
provision of goods and services pursuant to a Contract.

         "Participants" is defined in Section 13.2.1.

         "Payment Date" means the last Business Day of each March, June,
September and December occurring after the Effective Date, commencing March 31,
2004.

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

         "Permitted Securitization Transaction" means any asset securitization
transaction (i) by a Securitization Entity, (ii) which is sale or other transfer
of an interest in accounts or notes receivable, and (iii) which is otherwise
permitted by the terms of this Agreement and any other agreement binding on the
Company or any of its Subsidiaries.

         "Person" means any natural person, corporation, firm, joint venture,
limited liability company, partnership, association, enterprise, company or
other entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Company or any member of the Controlled Group has any
obligation to contribute to on or after the Effective Date.

         "Pledge Agreements" means, collectively, the Pledge Agreement and
Irrevocable Proxy dated as of July 28, 2003, as amended and restated by an
Amended and Restated Pledge Agreement and Irrevocable Proxy dated as of December
12, 2003 given by MYELux LLC and the Company in favor of Bank One, NA, as
collateral agent and the Pledge Over Parts (Parts D'Interets) in MYELux
International Finance S.e.c.s. dated 1 August 2003 given by MYELux LLC and the
Company in favor of Bank One, NA, as collateral agent, as amended by an
amendment agreement dated as of 12 December 2003, each entered into pursuant to
the Existing Credit Agreement (and which continue pursuant hereto) and as
amended by the Consent and Amendment of Collateral Documents and as further
amended or modified from time to time, and any other pledge or similar
agreements in form and substance acceptable to the

                                       17
<PAGE>

Agent entered into by any Borrower or Guarantor at any time for the benefit of
the Agent and the Lenders pursuant to this Agreement, as amended or modified
from time to time.

         "Prime Rate" means (a) with respect to Loans denominated in U.S.
Dollars, the per annum rate announced or established by the Agent from time to
time as its "prime rate" (it being acknowledged that such announced rate may not
necessarily be the lowest rate charged by the Agent to any of its customers),
(b) with respect to Loans denominated in Canadian Dollars, the sum of 130 basis
points plus the per annum rate announced or established by Bank One Canada from
time to time as its "prime rate" (it being acknowledged that such announced rate
may not necessarily be the lowest rate charged by Bank One Canada to any of its
customers) or (c) when used in connection with any Advance denominated in any
Eligible Currency other than Canadian Dollars, the correlative floating rate of
interest customarily applicable to similar extensions of credit to corporate
borrowers denominated in such currency in the country of issue, as determined by
the Agent, which Prime Rate shall change simultaneously with any change in such
announced or established rates.

         "Pro Rata Borrower" means, at any time, all Foreign Subsidiary
Borrowers entitled to request Advances under Section 2.1(a) denominated in
Agreed Pro Rata Foreign Currencies from all Lenders.

         "Pro Rata Facility Letter of Credit" means any Letter of Credit
denominated in an Agreed Pro Rata Foreign Currency for the account of a Pro Rata
Borrower.

         "Pro Rata Facility Letter of Credit Obligations" means Facility Letter
of Credit Obligations with respect to Pro Rata Facility Letters of Credit.

         "Pro Rata Foreign Currency Loans" means Loans denominated in an Agreed
Pro Rata Foreign Currency made to a Pro Rata Borrower pursuant to Section
2.1(a).

         "Pro Rata Foreign Currency Credit Exposure" means, as at any date of
determination with respect to any Lender, the sum of the aggregate unpaid
principal amount of such Lender's Pro Rata Foreign Currency Loans on such date
and the amount of such Lender's Pro Rata Share of the Pro Rata Foreign Currency
Facility Letter of Credit Obligations and Pro Rata Swing Loans on such date, all
stated in U.S. Dollars.

         "Pro Rata Foreign Currency Swing Loans" means Swing Loans denominated
in an Agreed Pro Rata Foreign Currency made to a Pro Rata Borrower.

         "Pro Rata Share" means, for each Lender, the ratio of such Lender's
Commitment to the Aggregate Commitment, provided that (a) with respect to U.S.
Loans, U.S. Facility Letters of Credit, U.S. Swing Loans, Pro Rata Foreign
Currency Loans, Pro Rata Foreign Currency Facility Letters of Credit and Pro
Rata Foreign Currency Swing Loans, Pro Rata Share means, for each Lender, the
ratio that (x) such Lender's Activated Commitment minus such Lender's Activated
Non-Pro Rata Sub-Commitments bears to (y) the Aggregate Activated Commitment
minus the Aggregate Activated Non-Pro Rata Sub-Commitment, and (b) with respect
to Non-Pro Rata Foreign Currency Loans, Non-Pro Rata Foreign Currency Facility
Letters of Credit and Non-Pro Rata Foreign Currency Swing Loans to any Non-Pro
Rata Borrower, Pro Rata Share means, for each Lender, the ratio such Lender's
Activated Non-Pro Rata Sub-Commitment with respect to such Non-Pro Rata Borrower
bear to the Aggregate Activated Non-Pro Rata Sub-Commitment with respect to such
Non-Pro Rata Borrower. If at any time the Commitments have been terminated, the
amount of any Commitment for the purposes of this definition of "Pro Rata Share"
only shall be deemed equal to the amount of such Commitment immediately prior to
its termination.

                                       18
<PAGE>

         "Property" of a Person means any and all property, whether real,
personal, movable, immovable, tangible, intangible, or mixed, of such Person, or
other assets owned, leased or operated by such Person.

         "Purchasers" is defined in Section 13.3.1.

         "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

         "Rate Hedging Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all Rate
Hedging Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Reimbursement Obligations" means, at any time, the aggregate of the
obligations of the Borrowers to the Lenders and the Issuers in respect of all
unreimbursed payments or disbursements made by the Issuers and the Lenders under
or in respect of the Facility Letters of Credit.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Required Lenders" means (a) at any time prior to the termination of
the Commitments, Lenders holding not less than 51% of the aggregate Commitments
of all Lenders; and (b) at any time after the

                                       19
<PAGE>

termination of the Commitments, Lenders whose Aggregate Credit Exposure
aggregate at least 51% of the Aggregate Credit Exposure of all Lenders.

         "Requirement of Law" means as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject.

         "Reserve Requirement" means, with respect to an Interest Period for
Eurodollar Loans or Eurocurrency Loans, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves),
assessments or similar requirements under any regulations of the Board of
Governors of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D).

         "S&P" means Standard & Poor's Rating Services, a division of The McGraw
Hill Companies, Inc.

         "Same Day Funds" means (a) with respect to disbursements and payments
in U.S. Dollars, immediately available funds, and (b) with respect to
disbursements and payments in any other Agreed Currency, same day or other funds
as may be determined by the Agent to be customary in the place of disbursement
or payment for the settlement of international banking transactions in such
Agreed Currency.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Securitization Entity" means a wholly-owned Subsidiary of the Company
that engages in no activities other than Permitted Securitization Transactions
and any necessary related activities and owns no assets other than as required
for Permitted Securitization Transactions and no portion of the Indebtedness
(contingent or otherwise) of which is guaranteed by the Company or any
Subsidiary of the Company or is recourse to or obligates the Company or any
Subsidiary of the Company in any way, other than pursuant to customary
representations, warranties, covenants, indemnities, performance guaranties and
other obligations entered into in connection with a Permitted Securitization
Transaction.

         "Senior Note Documents" means the Senior Notes, the Senior Note
Purchase Agreement and all other agreements, instruments or documents executed
or issued in connection with the Senior Notes.

         "Senior Note Purchase Agreement" means the Note Purchase Agreement
dated December 12, 2003 among the Senior Note Holders and the Company, as
amended or modified from time to time if permitted hereunder.

         "Senior Note Holders" means the holders of the Senior Notes.

         "Senior Note Obligations" means the current and future obligations and
liabilities owing pursuant to the Senior Note Documents.

         "Senior Notes" means the Company's $65,000,000 6.08% Series 2003-A
Senior Notes, Tranche 1, due December 12, 2010 and $35,000,000 6.81% Series
2003-A Senior Notes, Tranche 2, due December 12, 2013.

                                       20
<PAGE>

         "Significant Subsidiary" means each present or future subsidiary of the
Company which would constitute a "significant subsidiary" within the meaning of
Rule 1-02 of Regulation S-X as currently in effect promulgated by the Securities
and Exchange Commission.

         "Single Employer Plan" means a Plan which is maintained by the Company
or any member of the Controlled Group for employees of the Company or any member
of the Controlled Group.

         "Subsidiary" of a Person means (a) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(b) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
means a Subsidiary of the Company.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which (a) represents more than 10% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, (b) is responsible for more than 10% of the consolidated
net sales or of the consolidated net income of the Company and its Subsidiaries
as reflected in the financial statements referred to in clause (a) above, (c)
represents more than 25% of the consolidated assets of the Company and its
Subsidiaries as would be shown in the consolidated financial statements of the
Company and its Subsidiaries as of the Effective Date or (d) is responsible for
more than 25% of the consolidated net sales or of the consolidated net income of
the Company and its Subsidiaries as reflected in the financial statements
referred to in clause (c) above.

         "Swing Loans" is defined in Section 2.16.

         "Total Debt" as of any date, means all of the following for the Company
and its Subsidiaries on a consolidated basis and without duplication: (i) all
debt for borrowed money and similar monetary obligations evidenced by bonds,
notes, debentures, Capitalized Lease Obligations or otherwise, including without
limitation obligations in respect of the deferred purchase price of properties
or assets, in each case whether director indirect; (ii) all liabilities secured
by any Lien existing on property owned or acquired subject thereto, whether or
not the liability secured thereby shall have been assumed; (iii) all
reimbursement obligations under outstanding letters of credit in respect of
drafts which (A) may be presented at any time or (B) have been presented and
have not yet been paid and are not included in clause (i) above; (iv) all
redemption obligations in respect of mandatorily redeemable Capital Stock; (v)
all liabilities for the deferred purchase price of property acquired by the
Company or its Subsidiaries (excluding accounts payable and other accrued
liabilities arising in the ordinary course of business but including, without
limitation, all liabilities created or arising under any conditional sale or
other title retention agreement with respect to any such property); (vi) all
Indebtedness of the type described in clause (h) of the definition of
Indebtedness, including without limitation any Permitted Securitization
Transaction, based on the outstanding amount securitized or financed; and (vii)
all guarantees and other Contingent Obligation relating to indebtedness or
liabilities of the type described in the foregoing clauses (i), (ii), (iii),
(iv), (v) or (vi).

         "Transferee" is defined in Section 13.4.

                                       21
<PAGE>

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

         "Unfunded Liabilities" means the amount (if any) by which the actuarial
present value of all benefit liabilities under all Single Employer Plans exceeds
the fair market value of all such Plan assets allocable to such benefit
liabilities, all determined as of the then most recent valuation date for such
Plans using FASB actuarial assumptions for single employer plan terminations.

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

         "U.S. Dollar Equivalent" means, on any date with respect to an amount
denominated in any currency other than U.S. Dollars, the equivalent in U.S.
Dollars of such amount determined at the Exchange Rate on the date of
determination of such equivalent.

         "U.S. Dollars" and "$" means dollars in lawful currency of the United
States of America.

         "U.S. Facility Letter of Credit" means any Letter of Credit denominated
in U.S. Dollars for the account of the Company.

         "U.S. Facility Letter of Credit Obligations" means Facility Letter of
Credit Obligations with respect to U.S. Facility Letters of Credit.

         "U.S. Loans" means Loans denominated in U.S. Dollars made to the
Company pursuant to Section 2.1(a).

         "U.S. Swing Loans" means Swing Loans denominated in U.S. Dollars made
to the Company.

         "Voting Stock" of a Person means all classes of Capital Stock of such
Person then outstanding and normally entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, trustees or
similar persons thereof.

         "Wholly-Owned Subsidiary" of a Person means any other Person of which
100% of the outstanding Voting Stock of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person.

         1.2      Rules of Construction. All terms defined in Section 1.1 shall
include both the singular and the plural forms thereof and shall be construed
accordingly. Use of the terms "herein", "hereof", and "hereunder" shall be
deemed references to this Agreement in its entirety and not to the Section or
clause in which such term appears. References to "Sections" and "subsections"
shall be to Sections and subsections, respectively, of this Agreement unless
otherwise specifically provided. Notwithstanding anything herein, in any
financial statements of the Company or in Agreement Accounting Principles to the
contrary, for purposes of calculating the Applicable Margin and of calculating
and determining compliance with the financial covenants in Sections 6.19, 6.20
and 6.21, including defined terms used therein, any Acquisitions made by the
Company or any of its Subsidiaries, including through mergers or consolidations
and including the incurrence of all Indebtedness related thereto and any other
related financial transactions, during the period for which such financial
covenants were calculated shall be deemed to have occurred on the first day of
the relevant period for which such financial covenants and the Applicable Margin
were calculated on a pro forma basis acceptable to the Agent.

                                       22
<PAGE>

                                   ARTICLE II

                                   THE CREDITS

         2.1      Commitments.

         (a) Pro Rata Loans. Each Lender agrees, for itself only, subject to the
terms and conditions of this Agreement, to make U.S. Dollar Loans to the Company
and Pro Rata Foreign Currency Loans to the Company and the Pro Rata Borrowers
and to participate in U.S. Dollar Facility Letters of Credit, U.S. Dollar Swing
Loans, Pro Rata Foreign Currency Letters of Credit and Pro Rata Foreign Currency
Swing Loans, from time to time from and including the Effective Date to but
excluding the Facility Termination Date, not to exceed in aggregate principal
amount at any time outstanding the amount determined pursuant to Section 2.1(c).
U.S. Dollar Loans or any portion thereof, at the Company's option, may be
Floating Rate Loans or Eurodollar Loans or any combination thereof subject to
the terms hereof. Pro Rata Foreign Currency Loans shall be Eurocurrency Loans,
subject to the terms hereof.

         (b) Non-Pro Rata Loans Each Non-Pro Rata Lender agrees, for itself
only, subject to the terms and conditions of this Agreement, to make Non-Pro
Rata Foreign Currency Loans to each Non-Pro Rata Borrower for which such Non-Pro
Rata Lender has a Non-Pro Rata Sub-Commitment and to participate in Non-Pro Rata
Foreign Currency Letters of Credit and Non-Pro Rata Foreign Currency Swing Loans
to each Non-Pro Rata Borrower for which such Non-Pro Rata Lender has a Non-Pro
Rata Sub-Commitment, from time to time from and including the Effective Date to
but excluding the Facility Termination Date, not to exceed in aggregate
principal amount at any time outstanding the amount determined pursuant to
Section 2.1(c). Non-Pro Rata Loans denominated in Canadian Dollars or any
portion thereof, at the Canadian Borrower's option, may be Floating Rate Loans
or BA Rate Loans or any combination thereof subject to the terms hereof. Other
Non-Pro Rata Foreign Currency Loans shall be Eurocurrency Loans or Loans bearing
interest at such other rate agreed to in writing by the applicable Non-Pro Rata
Borrower and all Non-Pro Rata Lenders having a Non-Pro Rata Sub-Commitment with
respect to such Non-Pro Rata Borrower, subject to the terms hereof.

         (c) Limitation on Amount of Advances. Notwithstanding anything in this
Agreement to the contrary:

                  (i) the U.S. Dollar Equivalent of the aggregate principal
amount of the Aggregate Credit Exposure at any time shall not exceed the
Aggregate Commitment;

                  (ii) the U.S. Dollar Equivalent of the aggregate Facility
Letter of Credit Obligations at any time outstanding shall not exceed
$25,000,000;

                  (iii) the U.S. Dollar Equivalent of the aggregate Facility
Letter of Credit Obligations issued for the account of Foreign Subsidiary
Borrowers at any time outstanding shall not exceed $15,000,000;

                  (iv) the U.S. Dollar Equivalent of the aggregate of Swing
Loans at any time outstanding shall not exceed $20,000,000;

                                       23
<PAGE>

                  (v) the U.S. Dollar Equivalent of the aggregate of Swing Loans
owing by Foreign Subsidiary Borrowers at any time outstanding shall not exceed
$10,000,000;

                  (vi) the U.S. Dollar Equivalent of the aggregate principal
amount of the sum of the Aggregate Non-Pro Rata Foreign Currency Credit Exposure
and the Aggregate Pro Rata Foreign Currency Credit Exposure at any time shall
not exceed $50,000,000;

                  (vii) the U.S. Dollar Equivalent of the aggregate principal
amount of the Aggregate Non-Pro Rata Foreign Currency Credit Exposure at any
time shall not exceed $20,000,000; and

                  (viii) the U.S. Dollar Equivalent of the Aggregate Credit
Exposure of any Lender shall not exceed the Commitment of such Lender.

         (d)      As of the Effective Date, the Non-Pro Rata Sub-Commitments are
set forth on Schedule 1.1(a). The Company may, by written notice to the Agent at
least ten (10) Business Days prior to a Designation Date and to be effective as
of such Designation Date, reduce, increase or terminate any Non-Pro Rata
Sub-Commitments and request the establishment of additional Non-Pro Rata
Sub-Commitments to other Non-Pro Rata Borrowers in additional Non-Pro Rata
Foreign Currencies, provided that (i) the Dollar Equivalent of the aggregate
amount of all of the Non-Pro Rata Sub-Commitments does not exceed $20,000,000,
(ii) any new Non-Pro Rata Borrower shall have satisfied all conditions described
in Section 8.2.2 for adding a new Foreign Borrowing Subsidiary, (iii) the
Company and the Agent shall have agreed to the Non-Pro Rata Lenders to such new
Non-Pro Rata Borrower or, in the case of an increase in an existing Non-Pro Rata
Sub-Commitments, the Non-Pro Rata Lenders with respect to such increase, and
agreed to the amount of the Non-Pro Rata Sub-Commitments thereof, and (iv) all
such Non-Pro Rata Lenders to a new Non-Pro Rata Borrower or with an increase in
an existing Non-Pro Rata Sub-Commitments described in the foregoing clause (iii)
for such Designation Date shall have agreed to the amount of the hereto. The
Agent will distribute to the Lenders a revised Schedule 1.1(a) reflecting such
modifications pursuant to this Section 2.1(d) on or before each Designation Date
on which a modification in Schedule 1.1(a) occurs. It is the intent of this
Section 2.1(d) that a Non-Pro Rata Borrower will be added only when all Lenders
cannot lend to such Non-Pro Rata Borrower without withholding tax issues or
other legal impediments as determined by the Agent and the Company.

         (e)      (i) The Company may, effective as of the Effective Date and
each date each successive three months thereafter (a "Designation Date"),
designate a portion of the Commitments and the Non-Pro Rata Sub-Commitments as
activated or de-activated (the amount of the Commitment of any Lender designated
as activated by the Company is defined as its "Activated Commitment", the
aggregate amount of all such Activated Commitments is defined as the "Aggregate
Activated Commitment", the amount of the Non-Pro Rata Sub-Commitment of any
Lender designated as activated by the Company is defined as its "Activated
Non-Pro Rata Sub-Commitment" and the aggregate amount of all Activated Non-Pro
Rata Sub-Commitment is defined as the "Aggregate Activated Non-Pro Rata
Sub-Commitment"), provided that (A) such activation or de-activation shall be in
increments of $10,000,000, (B) the aggregate Activated Non-Pro Rata
Sub-Commitments may not exceed $20,000,000, and the aggregate amount of the
Activated Commitments plus the Activated Non-Pro Rata Sub-Commitments shall
equal the Commitments, and (C) the Company gives written notification to the
Agent of such designation at least five (5) Business Days prior to such
Designation Date.

                  (ii) Notwithstanding anything herein to the contrary, the
Agent shall determine each Lender's Activated Commitment, Activated Non-Pro Rata
Sub-Commitments and Pro Rata Share as of each Designation Date. The amount of
each Lender's Activated Commitment and Activated Non-Pro Rata Sub-Commitments
will approximate such Lender's Commitment as determined by the Agent. The

                                       24
<PAGE>

Activated Commitment of any Lender that does not have a Non-Pro Rata
Sub-Commitment will equal its Commitment. The Agent will distribute to the
Lenders their revised Activated Commitments and Activated Non-Pro Rata
Sub-Commitments and respective Pro Rata Shares on or before each Designation
Date.

                  (iii) Notwithstanding anything herein to the contrary, all
Advances will be funded based on such Pro Rata Shares determined as of the most
recent Designation Date and the Borrowers shall pay the Aggregate Credit
Exposure on each Designation Date by an amount, if any, such that each Lender is
holding its appropriate revised Pro Rata Share of the appropriate Aggregate
Credit Exposure on such Designation Date

         2.2      Repayment of Loans; Evidence of Debt.

         2.2.1    (a) Each Borrower hereby unconditionally promises to pay to
the Agent for the account of each Lender in the relevant Agreed Currency the
then unpaid principal amount of each Loan owing by such Borrower to such Lender
on the Facility Termination Date and on such other dates and in such other
amounts as may be required from time to time pursuant to this Agreement. Each
Borrower hereby further agrees to pay to the Agent for the account of each
Lender interest in the relevant Agreed Currency on the unpaid principal amount
of the Loans owing by such Borrower from time to time outstanding until payment
thereof in full at the rates per annum, and on the dates, set forth in Section
2.8.

                  (b)      In addition to all other payments of the Loans
required hereunder, the Borrowers shall prepay the Loans by an amount equal to
50% of all Net Cash Proceeds of any Indebtedness for borrowed money incurred at
any time after the Effective Date, other than indebtedness permitted by Section
6.10 (exclusive of clause (v) of Section 6.10). Such mandatory prepayments shall
be applied pro rata to the Advances and shall reduce all Commitments pro rata
based on the amount of such prepayment.

                  (c)      In addition to all other payments of the Advance
required hereunder, the Borrowers shall prepay the Loans by an amount equal to
100% of all Net Cash Proceeds of any Indebtedness for asset securitizations or
similar obligations, including without limitation in connection with any
Permitted Securitization Transaction incurred at any time after the Effective
Date. Such mandatory prepayments shall be applied first to the U.S. Advances
until paid in full and shall reduce all Commitments based on the amount of such
Net Cash Proceeds, and thereafter any such payments shall be applied pro rata to
the other Advances and shall reduce all such other Commitments pro rata based on
the amount of such Net Cash Proceeds remaining after payment in full of the U.S.
Advances.

                  (d)      In addition to all payments of the Advance required
hereunder, the Borrowers shall prepay the Loans by an amount equal to 100% of
the Net Cash Proceeds in excess of $15,000,000 in aggregate amount after the
Effective Date from the issuance or other sale of any Capital Stock of the
Company or any of its Subsidiaries. Such mandatory prepayments on the Loans
shall be applied pro rata on the Advances and shall reduce all Commitments pro
rata based on the amount of such Net Cash Proceeds.

                  (e)      In addition to all other payments of the Loans
required hereunder, the Borrowers shall prepay the Advances at any time the
Advances exceed the amounts permitted under Section 2.1(c) by an amount equal to
or greater than the amount of such excess.

                  (f)      The Borrowers shall give the Agent at least three
Business Days' irrevocable written notice of each prepayment that the Borrowers
expect to make pursuant Sections 2.2.1(b), (c) and

                                       25
<PAGE>

(d), in each case specifying the amount of such prepayment and a brief
description of the event or events which cause such prepayment to be made.

         2.2.2    The books and records of the Agent and of each Lender shall,
to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Borrowers therein recorded;
provided, however, that the failure of any Lender or the Agent to maintain any
such books and records or any error therein, shall not in any manner affect the
obligation of the Borrowers to repay (with applicable interest) the Loans made
to such Borrowers by such Lender in accordance with the terms of this Agreement.

         2.2.3    The Borrowers agree that, upon the request to the Agent by any
Lender, the relevant Borrowers will execute and deliver to such Lender
promissory notes of each Borrower evidencing the Loans of such Lender,
substantially in the form of Exhibit D with appropriate insertions as to date,
currency and principal amount (each, a "Note"); provided, that the delivery of
such Notes shall not be a condition precedent to the Effective Date.

         2.3      Procedures for Borrowing. (a) Each Borrower may borrow under
the Commitments from time to time prior to the Facility Termination Date on any
Business Day.

                  (b)      The Company shall give the Agent irrevocable notice
(which notice must be received by the Agent prior to 10:00 a.m., Eastern
Standard Time) (i) three Business Days prior to the requested Borrowing Date, if
all or any part of the requested Loans are to be initially Eurodollar Loans, or
(ii) one Business Day prior to the requested Borrowing Date otherwise,
specifying in each case (w) the amount to be borrowed, (x) the requested
Borrowing Date, (y) whether the borrowing is to be of Eurodollar Loans, Floating
Rate Loans or a combination thereof and (z) if the borrowing is to be entirely
or partly of Eurodollar Loans, the amount of such Type of Loan and the length of
the initial Interest Periods therefor. Each borrowing under the Commitments
shall be in an amount equal to (A) in the case of Floating Rate Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then
aggregate available Commitments are less than $5,000,000, such lesser amount)
and (B) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the Company,
the Agent shall promptly notify each Lender thereof. Not later than 11:00 a.m.,
Eastern Standard Time on each requested Borrowing Date each Lender shall make an
amount equal to its Pro Rata Share of the principal amount of the Loans
requested to be made on such Borrowing Date available to the Agent at its office
specified in Section 14.1 in U.S. Dollars and in Same Day Funds. The Agent shall
on such date credit the account of the Company on the books of such office with
the aggregate of the amounts made available to the Agent by the Lenders and in
like funds as received by the Agent.

                  (c)      Each Pro Rata Borrower shall give the Agent
irrevocable notice (which notice must be received by the Agent prior to 10:00
a.m., London time four Business Days prior to the requested Borrowing Date)
specifying in each case (i) the amount to be borrowed, (ii) the requested
Borrowing Date and (iii) the length of the initial Interest Period therefor. The
Canadian Borrower shall give the Agent irrevocable notice (which notice must be
received by the Agent prior to 10:00 a.m., Eastern Standard Time) (i) three
Business Days (or such other time agreed to by all the Canadian Lenders and the
Canadian Borrower) prior to the requested Borrowing Date, if all or any part of
the requested Loans are to be initially BA Rate Loans, or (ii) one Business Day
(or such other time agreed to by all the Canadian Lenders and the Canadian
Borrower) prior to the requested Borrowing Date otherwise, specifying in each
case (w) the amount to be borrowed, (x) the requested Borrowing Date, (y)
whether the borrowing is to be of BA Rate Loans, Floating Rate Loans or a
combination thereof and (z) if the borrowing is to be entirely or partly of BA
Rate Loans, the amount of such Type of Loan and the length of the initial

                                       26
<PAGE>

Interest Periods therefor. Each other Non-Pro Rata Borrower shall give the Agent
irrevocable notice by such time and specifying such matters as required by the
Agent and the Non-Pro Rata Lenders to such Non-Pro Rata Borrower. Each borrowing
by a Pro Rata Borrower shall be in U.S. Dollars or an Agreed Pro Rata Foreign
Currency and each borrowing by a Non-Pro Rata Borrower shall be in an Agreed
Non-Pro Rata Foreign Currency for such Borrower. Each borrowing by any Foreign
Subsidiary Borrower shall be in an amount equal to an amount in the relevant
Agreed Foreign Currency which is 5,000,000 units or a whole multiple of
1,000,000 units in excess thereof or such other amounts as may be agreed upon
among the Company and the Agent. Upon receipt of any such notice from any such
Borrower, the Agent shall promptly notify the relevant Lenders with respect to
such Borrower. Not later than 2:00 p.m., local time of the Agent's funding
office for such Borrower, on the requested Borrowing Date, each such Lender
shall make an amount equal to its Pro Rata Share of the principal amount of such
Loans requested to be made on such Borrowing Date available to the Agent at the
Agent's funding office for such Borrower specified by the Agent from time to
time by notice to such Lenders and in Same Day Funds. The amounts made available
by each such Lender will then be made available to the relevant Borrower at the
funding office for such Borrower and in like funds as received by the Agent.

         2.4      Termination or Reduction of Commitments. The Company may
permanently reduce the Commitments, in whole or in part, ratably among the
Lenders in integral multiples of $5,000,000; provided, however, that the
Aggregate Commitments may not be reduced below the Aggregate Credit Exposure of
all Lenders. In addition, all accrued facility fees shall be payable on the
effective date of any termination of the Commitments.

         2.5      Facility and Agent Fees. (a) THE COMPANY agrees to pay to the
Agent for the account of each Lender a facility fee at the rate per annum set
forth in the Pricing Schedule on Exhibit A attached hereto, on the average daily
amount of each Commitment of such Lender, whether used or unused, activated or
deactivated, from and including the Effective Date to but excluding the Facility
Termination Date, payable on each Payment Date hereafter and on the Facility
Termination Date.

                  (b)      The Company agrees to pay to the Agent for its own
account, such other fees as agreed to in writing between the Company and the
Agent.

         2.6      Optional Principal Payments on All Loans.

         2.6.1    The Company may at any time and from time to time prepay
Floating Rate Loans, in whole or in part, without penalty or premium, upon at
least one Business Day's irrevocable notice to the Agent, specifying the date
and amount of prepayment. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein. Partial
prepayment of Floating Rate Loans shall be in a minimum aggregate amount of
$1,000,000 or any integral multiple of $1,000,000 in excess thereof, or such
lesser principal amount as may equal the outstanding Floating Rate Loans to a
Borrower or such lesser amount as may be agreed to by the Agent.

         2.6.2    Each Borrower may at any time and from time to time prepay,
without premium or penalty (but together with payment of any amount payable
pursuant to Section 3.4), its Fixed Rate Loans in whole or in part, upon at
least three Business Days' irrevocable notice to the Agent (WHICH NOTICE MUST BE
RECEIVED BY THE AGENT PRIOR TO 10:00 A.M., EASTERN STANDARD TIME, IN THE CASE OF
PREPAYMENTS BY THE COMPANY AND PRIOR TO 10:00 A.M., LONDON TIME, IN THE CASE OF
PREPAYMENTS BY ANY OTHER BORROWER) specifying the date and amount of prepayment.
Partial payments of Fixed Rate

                                       27
<PAGE>

Loans shall be in a minimum aggregate amount of 5,000,000 units in the
applicable Agreed Currency or in an integral multiple of 1,000,000 units in
excess thereof, or such lesser principal amount as may equal the outstanding
Fixed Rate Loans to a Borrower or such lesser amount as may be agreed to by the
Agent.

         2.6.3    Each prepayment pursuant to this Section 2.6 and each
conversion pursuant to Section 2.7 shall be accompanied by accrued and unpaid
interest on the amount prepaid to the date of prepayment and any amounts payable
under Section 3.4 in connection with such payment.

         2.6.4    Prepayments by any Borrower pursuant to this Section 2.6 shall
be applied first to any Floating Rate Loans of such Borrower and second to any
Fixed Rate Loans of such Borrower then outstanding in such order as such
Borrower may direct, provided that all prepayments on any Loans to a Borrower
shall be applied pro rata to the Loans owing by such Borrower.

         2.6.5    All amounts prepaid may be reborrowed and successively repaid
and reborrowed, subject to the other terms and conditions in this Agreement.

         2.7.     Conversion and Continuation of Outstanding Advances.

         2.7.1    U.S. Advances. U.S. Loans that are Floating Rate Advances
shall continue as Floating Rate Advances unless and until such Floating Rate
Advances are converted into Eurodollar Advances. Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Advance shall be automatically
converted into a Floating Rate Advance unless the Company shall have given the
Agent a Conversion/Continuation Notice requesting that, at the end of such
Interest Period, such Eurodollar Advance either continue as a Eurodollar Advance
for the same or another Interest Period or be converted into a Floating Rate
Advance. Subject to the terms hereof, the Company may elect from time to time to
convert all or any part of a Advance of any Type to the Company into any other
Type or Types of Advance; provided that any conversion of any Eurodollar Advance
shall be made on, and only on, the last day of the Interest Period applicable
thereto. The Company shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of an Advance or
continuation of a Eurodollar Advance not later than 10:00 a.m. (Eastern Standard
Time) at least one Business Day, in the case of a conversion into a Floating
Rate Advance, or three Business Days, in the case of a conversion into or
continuation of a Eurodollar Advance, prior to the date of the requested
conversion or continuation, specifying:

the requested date, which shall be a Business Day, of such conversion or
continuation,

the aggregate amount and Type of the Advance which is to be converted or
continued, and

the amounts and Type(s) of Advance(s) into which such Advance is to be converted
or continued and, in the case of a conversion into or continuation of a
Eurodollar Advance, the duration of the Interest Period applicable thereto.

         2.7.2    Eurocurrency Advances. Any Eurocurrency Advances may be
continued as such upon the expiration of the then current Interest Period with
respect thereto by the relevant Borrower giving the Agent at least three
Business Days' prior irrevocable notice (WHICH NOTICE MUST BE RECEIVED BY THE
AGENT PRIOR TO 10:00 A.M., EASTERN STANDARD TIME, IN THE CASE OF CONTINUATIONS
BY THE COMPANY AND PRIOR TO 10:00 A.M., LONDON TIME, IN THE CASE OF
CONTINUATIONS BY ANY OTHER BORROWER) of such election and specifying the
duration of the Interest Period applicable thereto, provided, that if the
relevant

                                       28
<PAGE>

Borrower shall fail to give such notice, such Eurocurrency Advance shall be
automatically continued for an Interest Period of one month provided that such
continuation would not extend the Interest Period beyond the Facility
Termination Date.

         2.7.3    Canadian Advances. Canadian Loans that are Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into BA Rate Advances. Each BA Rate Advance shall
continue as a BA Rate Advance until the end of the then applicable Interest
Period therefor, at which time such BA Rate Advance shall be automatically
converted into a Floating Rate Advance unless the Canadian Borrower shall have
given the Agent a Conversion/Continuation Notice requesting that, at the end of
such Interest Period, such BA Rate Advance either continue as a BA Rate Advance
for the same or another Interest Period or be converted into a Floating Rate
Advance. Subject to the terms hereof, the Canadian Borrower may elect from time
to time to convert all or any part of a Advance of any Type to the Canadian
Borrower into any other Type or Types of Advance; provided that any conversion
of any BA Rate Advance shall be made on, and only on, the last day of the
Interest Period applicable thereto. The Canadian Borrower shall give the Agent
irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an
Advance or continuation of a BA Rate Advance not later than 10:00 a.m. (Toronto
time) at least one Business Day (or such other time agreed to by all the
Canadian Lenders and the Canadian Borrower), in the case of a conversion into a
Floating Rate Advance, or three Business Days (or such other time agreed to by
all the Canadian Lenders and the Canadian Borrower), in the case of a conversion
into or continuation of a BA Rate Advance, prior to the date of the requested
conversion or continuation, specifying:

the requested date, which shall be a Business Day, of such conversion or
continuation,

the aggregate amount and Type of the Advance which is to be converted or
continued, and

the amounts and Type(s) of Advance(s) into which such Advance is to be converted
or continued and, in the case of a conversion into or continuation of a BA Rate
Advance, the duration of the Interest Period applicable thereto.

         2.8      Interest Rates, Interest Payment Dates; Interest and Fee
Basis. (a) Each Floating Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Loan is
made or is converted from a Fixed Rate Loan into a Floating Rate Loan pursuant
to Section 2.7 to but excluding the date it becomes due or is converted into a
Fixed Rate Loan pursuant to Section 2.7 hereof, at a rate per annum equal to the
Floating Rate for such day. Each Eurodollar Loan shall bear interest for each
day during each Interest Period with respect thereto at a rate per annum equal
to the Eurodollar Rate determined for such Interest Period. Each Eurocurrency
Loan to any Foreign Subsidiary Borrower shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the
applicable Eurocurrency Rate determined for such Interest Period or at such
other interest rate as agreed to by all Lenders. Each BA Rate Loan to the
Canadian Borrower shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the applicable BA Rate
determined for such Interest Period or as such other interest rate as agreed to
by all Canadian Lenders.

         (b)      Interest accrued on each Floating Rate Advance shall be
payable on each Payment Date, commencing with the first such date to occur after
the Effective Date and at maturity. Interest accrued on each Fixed Rate Advance
shall be payable on the last day of its applicable Interest Period, on any date
on which the Fixed Rate Advance is prepaid, whether by acceleration or
otherwise, and at maturity.

                                       29
<PAGE>

Interest accrued on each Fixed Rate Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period.

         (c)      Interest shall be payable for the day an Advance is made but
not for the day of any payment on the amount paid if payment is received prior
to noon (local time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day,
except as otherwise provided in the definition of Interest Period, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

         (d)      All interest and fees shall be computed on the basis of the
actual number of days (including the first day but excluding the last day)
occurring during the period such interest or fee is payable over a year
comprised of 360 days, except for interest on Loans denominated in British
Pounds Sterling which shall be calculated for actual days elapsed on the basis
of a 365 day year or unless otherwise specified herein.

         (e)      Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each Fixed Rate Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the interest rate determined as applicable to such Fixed
Rate Advance. No Interest Period may end after the Facility Termination Date.

         (f)      In accordance with Article L. 313-1 of the Code de la
Consommation of the Republic of France (former law n(degree) 66-1010 of December
28, 1966) and with Decree n(degree) 85-944 of September 4, 1985, an estimate of
the effective overall rate ("taux effectif global") of the Advances to any
Foreign Subsidiary Borrower organized under the laws of the Republic of France
will be set forth in a separate letter from the Agent to any such Foreign
Subsidiary Borrower, and each such separate letter is incorporated herein by
reference and forms a part of this Agreement.

         2.9      Rates Applicable After Default. Notwithstanding anything to
the contrary contained in this Agreement, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrowers (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued (after the expiration of the then current Interest
Period) as a Fixed Rate Advance, provided that, notwithstanding the foregoing,
any outstanding Eurocurrency Advance may be continued for an Interest Period not
to exceed one month after such notice to the Borrowers by the Required Lenders.
Upon and during the continuance of any Default, the Required Lenders may, at
their option, by notice to the Company (which notice may be revoked at the
option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders as to changes and interest rates)
declare that (i) each Fixed Rate Advance shall bear interest for the remainder
of the applicable Interest Period at the rate otherwise applicable to such
Interest Period (with the Applicable Margin automatically adjusted to the
highest amount provided in the definition of "Applicable Margin",
notwithstanding where the Applicable Margin would otherwise be set) plus 2% per
annum, and (ii) each Floating Rate Advance and any other amount due under this
Agreement shall bear interest at a rate per annum equal to the Floating Rate
otherwise applicable to Floating Rate Loans (with the Applicable Margin
automatically adjusted to the highest amount provided in the definition of
"Applicable Margin", notwithstanding where the Applicable Margin would otherwise
be set) plus 2% per annum, provided that, upon and during the continuance of

                                       30
<PAGE>

any acceleration for any reason of any of the Obligations, the interest rate set
forth in clauses (i) and (ii) shall be applicable to all Advances without any
election or action on the part of the Agent or any Lender.

         2.10     Pro Rata Payment, Method of Payment.

                  2.10.1   Each borrowing of Loans by the Company from the
Lenders shall be made pro rata according to the Pro Rata Shares of such Lenders
in effect on the date of such borrowing. Each payment by the Company on account
of any facility fee shall be allocated by the Agent among the Lenders in
accordance with their respective Pro Rata Shares. Any reduction of the
Commitments of the Lenders shall be allocated by the Agent among the Lenders pro
rata according to the Pro Rata Shares of the Lenders with respect thereto.
Except as otherwise provided in this Agreement, each optional prepayment by the
Company on account of principal or interest on its Loans shall be allocated by
the Agent pro rata according to the respective outstanding principal amounts
thereof. All payments (including prepayments) to be made by the Company
hereunder in respect of amounts denominated in U.S. Dollars, whether on account
of principal, interest, fees or otherwise, shall be made, without setoff,
deduction, or counterclaim, in Same Day Funds to the Agent at the Agent's
address specified pursuant to Article XIV, or at any other Lending Installation
of the Agent specified in writing by the Agent to the Company, by 12:00 P.M.
(Eastern Standard Time) on the date when due. Each payment delivered to the
Agent for the account of any Lender shall be delivered promptly by the Agent to
such Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIV or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Company maintained with Bank One for each payment of
principal, interest and fees as it becomes due hereunder.

                  2.10.2   Each borrowing of Pro Rata Foreign Currency Loans by
any Pro Rata Borrower shall be allocated by the Agent pro rata according to the
Pro Rata Shares of the Lenders in effect on the date of such Loans. Each
Borrowing of Non-Pro Rata Loans by any Non-Pro Rata Borrower shall be allocated
by the Agent pro rata according to the Pro Rata Shares of the applicable Non-Pro
Rata Lenders with respect to such Non-Pro Rata Borrower in effect on the date of
such Loan. Except as provided in Section 2.6, each payment (including each
prepayment) by a Foreign Subsidiary Borrower on account of principal of and
interest on its Loans shall be allocated by the Agent pro rata according to the
respective principal amounts of the Loans then due and owing by such Borrower to
each Lender that made such Loans. All payments (including prepayments) to be
made by a Borrower on account of Loans, whether on account of principal,
interest, fees or otherwise, shall be made without setoff, deduction, or
counterclaim in the currency of such Loan (in Same Day Funds) to the Agent for
the account of the Lenders that made such Loans, at the payment office for such
Loans specified from time to time by the Agent by notice to the Borrowers prior
to 12:00 p.m. local time at such payment office on the due date thereof. The
Agent shall distribute such payment to the Lenders entitled to receive the same
promptly upon receipt in like funds as received. The Agent shall distribute such
payment to the Lenders entitled to receive the same promptly upon receipt in
like funds as received.

         2.11     Telephonic Notices. Each Borrower hereby authorizes the
Lenders and the Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any Person or Persons the Agent or any Lender reasonably and in good faith
believes to be an Authorized Officer. Each Borrower agrees to deliver promptly
to the Agent a written confirmation, if such confirmation is requested by the
Agent or any Lender, of each telephonic notice signed by an Authorized Officer.
If the written confirmation differs in any material respect from the action
taken by the Agent and the Lenders, the records of the Agent and the Lenders
shall govern absent manifest error.

                                       31
<PAGE>

         2.12     Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Commitment reduction notice, Borrowing
notice, Conversion/Continuation Notice, and repayment notice received by it
hereunder. The Agent will notify each Lender of the interest rate applicable to
each Fixed Rate Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.13     Lending Installations. Each Lender may make and book its Loans
at any Lending Installation(s) selected by such Lender and may change its
Lending Installation(s) from time to time. All terms of this Agreement shall
apply to any such Lending Installation(s) and the Notes, if any, shall be deemed
held by each Lender for the benefit of such Lending Installation(s). Each Lender
may, by written or telex notice to the Agent and the applicable Borrower,
designate one or more Lending Installations which are to make and book Loans and
for whose account Loan payments are to be made.

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

         2.15     Facility Letters of Credit.

         2.15.1   Obligation to Issue. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of the
Borrowers herein set forth, the Issuers hereby agree to issue for the account of
a Borrower through such of the Issuer's Lending Installations or Affiliates as
the Issuer may determine, one or more Facility Letters of Credit in accordance
with this Section 2.15, from time to time during the period, commencing on the
Effective Date and ending five Business Days prior to the Facility Termination
Date.

         2.15.2   Conditions for Issuance. In addition to being subject to the
satisfaction of the conditions contained in Sections 4.1 and 4.2, the obligation
of an Issuer to issue any Facility Letter of Credit is subject to the
satisfaction in full of the following conditions:

         (a)      the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by the Issuers, after giving effect to the
Facility Letter of Credit requested hereunder, shall not exceed any limit
imposed by law or regulation upon the Issuer;

         (b)      the requested Facility Letter of Credit has an expiration date
at least five Business Days prior to the Facility Termination Date;

         (c)      after giving effect to the Facility Letter of Credit requested
hereunder, the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by the Issuers, shall

                                       32
<PAGE>

not exceed the amount permitted by Section 2.1(c), and no prepayment would be
required under this Agreement and no provision of this Agreement would be
breached;

         (d)      the applicable Borrower shall have delivered to the applicable
Issuer at such times and in such manner as such Issuer may reasonably prescribe
such documents and materials as may be required pursuant to the terms of the
proposed Letter of Credit and the proposed Letter of Credit shall be reasonably
satisfactory to such Issuer as to form and content; and

         (e)      as of the date of issuance, no order, judgment or decree of
any Court, arbitrator or governmental authority shall purport by its terms to
enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no
law, rule or regulation applicable to such Issuer and no request or directive
(whether or not having the force of law) from any governmental authority with
jurisdiction over such Issuer shall prohibit or request that such Issuer refrain
from the issuance of Letters of Credit generally or the issuance of that
Facility Letter of Credit.

         2.15.3   Procedure for Issuance of Facility Letters of Credit. (a) The
applicable Borrower shall give one of the Issuers and the Agent five Business
Days' prior written notice of any requested issuance of a Facility Letter of
Credit under this Agreement (except that, in lieu of such written notice, a
Borrower may give an Issuer (i) notice of such request by tested telex or other
tested arrangement satisfactory to such Issuer or (ii) telephonic notice of such
request if confirmed in writing by delivery to such Issuer (A) immediately (x)
of a telecopy of the written notice required hereunder which has been signed by
an Authorized Officer of such Borrower or (y) of a telex containing all
information required to be contained in such written notice and (B) promptly
(but in no event later than the requested time of issuance) of a copy of the
written notice required hereunder containing the original signature of an
Authorized Officer of such Borrower); such notice shall be irrevocable and shall
specify the stated amount and Agreed Currency of the Facility Letter of Credit
requested, (which requested currency shall be limited to the currency in which
such Borrower may obtain Loans under this Agreement), the effective date (which
day shall be a Business Day) of issuance of such requested Facility Letter of
Credit, the date on which such requested Facility Letter of Credit is to expire
(which date shall be a Business Day and shall in no event be later than the
fifth day prior to Facility Termination Date), the purpose for which such
Facility Letter of Credit is to be issued, and the Person for whose benefit the
requested Facility Letter of Credit is to be issued. The Agent shall give notice
to each applicable Lender of the issuance of each Facility Letter of Credit
reasonably promptly after such Facility Letter of Credit is issued. At the time
such request is made, the requesting Borrower shall also provide the applicable
Issuer with a copy of the form of the Facility Letter of Credit it is requesting
be issued. Such notice, to be effective, must be received by such Issuer not
later than 2:00 p.m. (local time) or the time agreed upon by such Issuer and
such Borrower on the last Business Day on which notice can be given under this
Section 2.15.3.

         (b)      Subject to the terms and conditions of this Section 2.15.3 and
provided that the applicable conditions set forth in Sections 4.1 and 4.2 hereof
have been satisfied, the Issuer shall, on the requested date, issue a Facility
Letter of Credit on behalf of the applicable Borrower in accordance with such
Issuer's usual and customary business practices.

         (c)      The Issuers shall not extend or amend any Facility Letter of
Credit unless the requirements of this Section 2.15 are met as though a new
Facility Letter of Credit was being requested and issued.

         2.15.4   Reimbursement Obligations. (a) Each Borrower agrees to pay to
the Issuer the amount of all Reimbursement Obligations, interest and other
amounts payable to the Issuer under or in connection with any Facility Letter of
Credit issued on behalf of such Borrower immediately when due,

                                       33
<PAGE>

irrespective of any claim, set-off, defense or other right which the Borrower,
the Company or any Subsidiary may have at any time against the Issuer or any
other Person, 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 Loan Documents;

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

         (iii)    any draft, certificate or any other document presented under
the Facility 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 Loan Documents; or

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

         (b)      The Issuer shall promptly notify the applicable Borrower of
any draw under a Facility Letter of Credit. Such Borrower shall reimburse the
applicable Issuer for drawings under a Facility Letter of Credit issued by it on
behalf of such Borrower promptly after the payment by the Issuer. Any
Reimbursement Obligation with respect to any Facility Letter of Credit shall
bear interest from the date of the relevant drawings under the pertinent
Facility Letter of Credit at (i) in the case of such Obligations denominated in
U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of
such Obligations denominated in an Agreed Foreign Currency, at the correlative
floating rate of interest customarily applicable to similar extensions of credit
to corporate borrowers denominated in such currency in the country of issue of
such currency, as determined by the Agent. In addition to its other rights, the
Issuers shall also have all rights for indemnification and reimbursement as each
Lender is entitled under this Agreement.

         2.15.5   Participation. (a) Immediately upon issuance by an Issuer of
any Facility Letter of Credit in accordance with the procedures set forth in
Section 2.15.3, (i) with respect to each U.S. Facility Letter of Credit and Pro
Rata Foreign Currency Letter of Credit, each Lender shall be deemed to have
irrevocably and unconditionally purchased and received from such Issuer, without
recourse or warranty, an undivided interest and participation equal to its Pro
Rata Share of such U.S. Facility Letter of Credit and Pro Rata Foreign Currency
Letter of Credit (including, without limitation, all obligations of the
applicable Borrower with respect thereto) and any security therefor or guaranty
pertaining thereto and (ii) with respect to each Non-Pro Rata Foreign Currency
Facility Letter of Credit, each Non-Pro Rata Lender with respect to the Borrower
for the account of which such Non-Pro Rata Foreign Currency Facility Letter of
Credit is issued shall be deemed to have irrevocably and unconditionally
purchased and received from such Issuer, without recourse or warranty, an
undivided interest and participation equal to its Pro Rata Share in such Non-Pro
Rata Foreign Currency Facility Letter of Credit (including, without limitation,
all obligations of the applicable Borrower with respect thereto), any security
therefor or guaranty pertaining thereto; provided, that a Letter of Credit
issued by an Issuer shall not be deemed to

                                       34
<PAGE>

be a Facility Letter of Credit for purposes of this Section 2.15.5 if such
Issuer shall have received written notice from any Lender on or before one
Business Day prior to the date of its issuance of such Letter of Credit that one
or more of the conditions contained in Sections 4.1 or 4.2 are not then
satisfied, and, in the event an Issuer receives such a notice, it shall have no
further obligation to issue any Letter of Credit until such notice is withdrawn
by that Lender or such condition has been effectively waived in accordance with
the provisions of this Agreement.

         (b)      In the event that an Issuer makes any payment under any
Facility Letter of Credit and the applicable Borrower shall not have repaid such
amount to the Issuer pursuant to Section 2.15.4, the Issuer shall promptly
notify the Agent and each Lender participating in such Letter of Credit of such
failure, and each Lender participating in such Letter of Credit shall promptly
and unconditionally pay to the Agent for the account of such Issuer the amount
of such Lender's Pro Rata Share of the unreimbursed amount of any such payment
in such currency. If any Lender participating in such Facility Letter of Credit
fails to make available to such Issuer any amounts due to such Issuer pursuant
to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount,
together with interest thereon (i) in the case of amounts denominated in U.S.
Dollars, at the Federal Funds Effective Rate, for the first three Business Days
after such Lender receives such notice and thereafter, at the Floating Rate, or
(ii) in the case of amounts denominated in an Agreed Foreign Currency, at a
local cost of funds rate for obligations in such currency as determined by the
Agent for the first three Business Days after such Lender receives such notice,
and thereafter at the floating rate of interest correlative to the Floating Rate
customarily applicable to similar extensions of credit to corporate borrowers
denominated in such currency in the country of issue of such currency, as
determined by the Agent, in either case payable (i) on demand, (ii) by setoff
against any payments made to such Issuer for the account of such Lender or (iii)
by payment to such Issuer by the Agent of amounts otherwise payable to such
Lender under this Agreement. The failure of any Lender to make available to the
Agent its Pro Rata Share of the unreimbursed amount of any such payment shall
not relieve any other Lender of its obligation hereunder to make available to
the Agent its Pro Rata Share of the unreimbursed amount of any payment on the
date such payment is to be made, but no Lender shall be responsible for the
failure of any other Lender to make available to the Agent its Pro Rata Share of
the unreimbursed amount of any payment on the date such payment is to be made.

         (c)      Whenever the Issuer receives a payment on account of a
Reimbursement Obligation, including any interest thereon, it shall promptly pay
to each Lender which has funded its participating interest therein, in like
funds as received an amount equal to such Lender's Pro Rata Share thereof.

         (d)      The obligations of a Lender to make payments to the Agent with
respect to a Facility Letter of Credit shall be absolute, unconditional and
irrevocable, not subject to any counterclaim, set-off, qualification or
exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances.

         (e)      In the event any payment by a Borrower received by the Agent
with respect to a Facility Letter of Credit and distributed by the Agent to the
Lenders on account of their participations is thereafter set aside, avoided or
recovered from the Agent in connection with any receivership, liquidation,
reorganization or bankruptcy proceeding, each Lender which received such
distribution shall, upon demand by the Agent, contribute such Lender's Pro Rata
Share of the amount set aside, avoided or recovered together with interest at
the rate required to be paid by the Agent upon the amount required to be repaid
by it.

         2.15.6   Compensation for Facility Letters of Credit. The Issuer of a
Facility Letter of Credit shall have the right to receive from the Borrower
which requested issuance of such Facility Letter of

                                       35
<PAGE>

Credit, solely for the account of such Issuer, a fronting fee in an amount equal
to 0.125% per annum as well as the Issuer's reasonable and customary costs of
issuing and servicing the Facility Letters of Credit. In addition, such Borrower
shall pay to the Agent for the account of each Lender participating in such
Facility Letter of Credit a non-refundable fee at a per annum rate in the amount
shown on the Pricing Schedule on Exhibit A applied to the face amount of the
Facility Letter of Credit, payable quarterly in advance to all Lenders
participating in such Facility Letter of Credit (including the Issuers) ratably
from the date such Facility Letter of Credit is issued until its stated expiry
date.

         2.15.7   Letter of Credit Collateral Account. Each Borrower hereby
agrees that it will, until the final expiration date of any Facility Letter of
Credit and thereafter as long as any amount is payable to the Lenders in respect
of any Facility Letter of Credit, maintain a special collateral account (the
"Letter of Credit Collateral Account") at the Agent's office at the address
specified pursuant to Article XIV, in the name of such Borrower but under the
sole dominion and control of the Agent, for the benefit of the Lenders and in
which such Borrower shall have no interest other than as set forth in Section
8.1. The Agent will invest any funds on deposit from time to time in the Letter
of Credit Collateral Account in certificates of deposit of the Agent having a
maturity not exceeding 30 days. Nothing in this Section 2.15.7 shall either
obligate the Agent to require any Borrower to deposit any funds in the Letter of
Credit Collateral Account or limit the right of the Agent to release any funds
held in the Letter of Credit Collateral Account other than as required by
Section 8.1, and the Borrower's obligations to deposit funds in the Letter of
Credit Collateral Account are limited to the circumstances required by Section
8.1 after the occurrence of a Default and during the continuance thereof.

         2.15.8   Nature of Obligations. (a) As among the Borrowers, the Issuers
and the Lenders, each Borrower assumes all risks of the acts and omissions of,
or misuse of the Facility Letters of Credit by, the respective beneficiaries of
the Facility Letters of Credit requested by it. In furtherance and not in
limitation of the foregoing, the Issuers and the Lenders shall not be
responsible for (i) the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the
application for and issuance of any Facility Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Facility Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or
in part, which may prove to be invalid or ineffective for any reason; (iii)
failure of the beneficiary of a Facility Letter of Credit to comply fully with
conditions required in order to draw upon such Facility Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise; (v) errors in
interpretation of technical terms; (vi) misapplication by the beneficiary of a
Facility Letter of Credit of the proceeds of any drawing under such Facility
Letter of Credit; or (vii) any consequences arising from causes beyond the
control of the Issuers or the Lenders. In addition to amounts payable as
elsewhere provided in this Section 2.15, such Borrower hereby agrees to protect,
indemnify, pay and save the Agent, each Issuer and each Lender harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys' fees) arising from the
claims of third parties against the Agent or such Issuer in respect of any
Facility Letter of Credit requested by such Borrower.

         (b)      In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
Issuers or any Lender under or in connection with the Facility Letters of Credit
or any related certificates, if taken or omitted in good faith, shall not put
such Issuer or such Lender under any resulting liability to any Borrower or
relieve any Borrower of any of its obligations hereunder to the Issuers, the
Agent or any Lender.

                                       36
<PAGE>

         (c)      Notwithstanding anything to the contrary contained in this
Section 2.15.8, a Borrower shall not have any obligation to indemnify the Agent
an Issuer and each Lender under this Section 2.15 in respect of any liability
incurred by each arising primarily out of the willful misconduct of such Issuer,
as determined by a court of competent jurisdiction, or out of the wrongful
dishonor by such Issuer of a proper demand for payment made under the Facility
Letters of Credit issued by such Issuer as determined by a court of competent
jurisdiction, unless such dishonor was made at the request of such Borrower in
writing, or out of the wrongful honor by such Issuer of a demand for payment
made under the Facility Letters of Credit issued by such Issuer which demand for
payment does not comply with the conditions required in order to draw upon such
Facility Letter of Credit as determined by a court of competent jurisdiction,
unless such dishonor was made at the request of such Borrower in writing.

         2.16.    Swing Loans.

                  (a)      Making of Swing Loans. The Agent may elect in its
sole discretion to make revolving loans (the "Swing Loans") to any Borrower
solely for the Agent's own account, from time to time prior to the Facility
Termination Date up to an aggregate principal amount at any one time outstanding
not to exceed the amount permitted by Section 2.1(c). The Agent may make Swing
Loans (subject to the conditions precedent set forth in Article IV), provided
that the Agent has received a request in writing or via telephone from an
Authorized Officer of such Borrower for funding of a Swing Loan no later than
such time required by the Agent, on the Business Day on which such Swing Loan is
requested to be made IN THE CASE OF SWING LOANS DENOMINATED IN U.S. DOLLARS,
EUROS OR BRITISH POUNDS STERLING OR ON OR, IF REQUIRED BY THE AGENT, ONE
BUSINESS DAY PRIOR TO THE DATE SUCH SWING LOAN IS REQUESTED TO BE MADE IN THE
CASE OF SWING LOANS DENOMINATED IN ANY OTHER AGREED CURRENCY. The Agent shall
not make any Swing Loan in the period commencing one Business Day after the
Agent shall have received written notice from any Lender that one or more of the
conditions contained in Sections 4.1 or 4.2 are not then satisfied and ending
upon the satisfaction or waiver of such condition(s). Each outstanding Swing
Loan shall be payable on the Business Day following demand therefor, with
interest at the rate agreed to between the Agent and such Borrower accrued
thereon, shall be secured as part of the Obligations by the Collateral and shall
otherwise be subject to all the terms and conditions applicable to Loans, except
that all interest thereon shall be payable to the Agent solely for its own
account.

         (b)      Swing Loan Borrowing Requests. Each Borrower agrees to deliver
promptly to the Agent a written confirmation of each telephonic notice for Swing
Loans signed by an Authorized Officer. If the written confirmation differs in
any material respect from the action taken by the Agent, the records of the
Agent shall govern, absent manifest error.

         (c)      Repayment of Swing Loans. At any time after making a Swing
Loan, the Agent may request such Borrower to, and upon request by the Agent such
Borrower shall, promptly request an Advance from all Lenders to such Borrower
and apply the proceeds of such Advance to the repayment of any Swing Loan owing
by such Borrower not later than the Business Day following the Agent's request.
Notwithstanding the foregoing, upon the earlier to occur of (a) three Business
Days after demand is made by the Agent, and (b) the Facility Termination Date,
each Lender to such Borrower (other than the Agent) shall irrevocably and
unconditionally purchase from the Agent, without recourse or warranty, an
undivided interest and participation in such Swing Loan in an amount equal to
such Lender's Pro Rata Share of such Swing Loan and promptly pay such amount to
the Agent in Same Day Funds. Such payment shall be made by the other Lenders
whether or not a Default is then continuing or any other condition precedent set
forth in Section 4.2 is then met and whether or not such Borrower has then
requested an Advance in such amount. If any Lender fails to make available to
the Agent, any amounts

                                       37
<PAGE>

due to the Agent from such Lender pursuant to this Section, the Agent shall be
entitled to recover such amount, together with interest thereon at the Federal
Funds Effective Rate or such other local cost of funds rate determined by the
Agent with respect to any Swing Loan denominated in any Agreed Foreign Currency
for the first three Business Days after such Lender receives notice of such
required purchase and thereafter, at the rate applicable to such Loan, payable
(i) on demand, (ii) by setoff against any payments made to the Agent for the
account of such Lender or (iii) by payment to the Agent by the Agent of amounts
otherwise payable to such Lender under this Agreement. The failure of any Lender
to make available to the Agent its Pro Rata Share of any unpaid Swing Loan shall
not relieve any other Lender of its obligation hereunder to make available to
the Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment
is to be made, but no Lender shall be responsible for the failure of any other
Lender to make available to the Agent its Pro Rata Share of any unpaid Swing
Loan.

         2.17     Application of Payments with Respect to Defaulting Lenders. No
payments of principal, interest or fees delivered to the Agent for the account
of any Defaulting Lender shall be delivered by the Agent to such Defaulting
Lender. Instead, such payments shall, for so long as such Defaulting Lender
shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby
authorized and directed by all parties hereto to hold such funds in escrow and
apply such funds as follows:

         (i)      First, if applicable to any payments due to an Issuer pursuant
to Section 2.15.5 or the Agent under Section 2.16; and

         (ii)     Second, to Loans required to be made by such Defaulting Lender
on any Borrowing Date to the extent such Defaulting Lender fails to make such
Loans.

Notwithstanding the foregoing, upon the termination of the Commitments and the
payment and performance of all of the Obligations (other than those owing to a
Defaulting Lender), any funds then held in escrow by the Agent pursuant to the
preceding sentence shall be distributed to each Defaulting Lender, pro rata in
proportion to amounts that would be due to each Defaulting Lender but for the
fact that it is a Defaulting Lender.

         2.18     Collateral Security; Further Assistance.

         (a)      As security for the payment of the Obligations, the Company
shall execute and deliver, or cause to be executed and delivered, to the Lenders
and the Agent Loan Documents granting the following: first priority liens and
security interests, pursuant to Pledge Agreements, on 65% of the present and
future Capital Stock of certain present and future Foreign Subsidiaries and
Guaranties of certain present and future Domestic Subsidiaries such that, at all
times, the Domestic Subsidiaries which are not Guarantors and the Foreign
Subsidiaries that are owned by the Company or any Domestic Subsidiary that do
not have 65% of their Capital Stock pledged pursuant to Pledge Agreements do
not, if considered in the aggregate as a single Subsidiary, constitute a
Significant Subsidiary. For purposes of this Section 2.18, the assets of any
Subsidiary shall be calculated based on the consolidated assets of such
Subsidiary and its Subsidiaries. In connection with the delivery of any such
Guaranties and Pledge Agreement, the Company shall provide such other
documentation to the Agent, including, without limitation, one or more opinions
of counsel satisfactory to the Agent, corporate documents and resolutions, which
in the reasonable opinion of the Agent is necessary or advisable in connection
therewith.

                                       38
<PAGE>

         (b)      Each of the Borrowers agrees that it will execute and deliver,
and cause each Guarantor to execute and deliver, promptly upon the request of
the Agent, such additional Collateral Documents and other agreements, documents
and instruments, each in form and substance satisfactory to the Agent,
sufficient to grant to the Agent, for the benefit of the relevant Lenders and
the Agent, the liens and security interests contemplated by this Agreement and
the Collateral Documents.

         2.19  Optional Increase in Commitments.

         (a)      Subject to the conditions set forth below, the Company may,
upon at least thirty (30) days prior written notice to the Agent and the
Lenders, increase the Aggregate Commitment, either by designating a lender not
theretofore a Lender to become a Lender (such designation to be effective only
with the prior written consent of the Agent, which consent shall not be
unreasonably withheld) or by agreeing with an existing Lender that such Lender's
Commitment shall be increased (thus increasing the Aggregate Commitment);
provided that:

                  (i)      no Default or Unmatured Default shall have occurred
         and be continuing hereunder as of the effective date;

                  (ii)     any lender not theretofore a Lender shall meet the
         criteria set forth in the definition of Eligible Assignee;

                  (iii)    the representations and warranties made by the
         Company and contained in Article V shall be true and correct on and as
         of the effective date with the same effect as if made on and as of such
         date (other than those representations and warranties that by their
         terms speak as of a particular date, which representations and
         warranties shall be true and correct as of such particular date);

                  (iv)     the aggregate amount of all such increases in the
         Aggregate Commitments shall not exceed $50,000,000;

                  (v)      The Company and the Lender or lender not theretofore
         a Lender, shall execute and deliver to the Agent a Lender Addition and
         Acknowledgement Agreement, in form and substance satisfactory to the
         Agent and acknowledged by the Agent and each Borrower and Guarantor and
         substantially in the form of Exhibit E attached hereto;

                  (vi)     no existing Lender shall be obligated in any way to
         increase its Commitment;

                  (vii)    the Company shall pay any amount required to be paid
         pursuant to Section 3.4 hereof resulting from the reallocation of Loans
         pursuant to the increase in the Aggregate Commitment;

                  (viii)   the Company shall have paid commitment fees to
         additional Lenders sufficient to induce such Lenders to provide the
         requested Commitments; and

                  (ix)     the Agent may request any other documents or
         information in its reasonable discretion.

         (b)      Upon the execution, delivery, acceptance and recording of the
Lender Addition and Acknowledgement Agreement, from and after the effective date
specified in a Lender Addition and Acknowledgement Agreement, which effective
date shall be five (5) Business Days after the delivery

                                       39
<PAGE>

thereof to the Agent, such existing Lender shall have a Commitment as therein
set forth or such other Lender shall become a Lender with a Commitment as
therein set forth and all the rights and obligations of a Lender with such a
Commitment hereunder.

         (c)      Upon its receipt of a Lender Addition and Acknowledgement
Agreement together with any Note or Notes subject to such addition and
assumption and the written consent to such addition and assumption, the Agent
shall, if such Lender Addition and Acknowledgement Agreement has been completed
and is substantially in the form of Exhibit E:

                  (i)      accept such Lender Addition and Acknowledgement
Agreement;

                  (ii)     record the information contained therein in the
Register; and

                  (iii)    give prompt notice thereof to the Lenders and the
Company.

Within five (5) Business Days after receipt of notice, the Company shall execute
and deliver to the Agent, in exchange for the surrendered Note or Notes of any
existing Lender or with respect to any Lender not theretofore a Lender, a new
Note or Notes to the order of the applicable Lenders in amounts equal to the
Commitments of such Lenders pursuant to the Lender Addition and Acknowledgement
Agreement. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such Commitments, shall be dated the
effective date of such Lender Addition and Acknowledgement Agreement and shall
otherwise be in substantially the form of the existing Notes. Each surrendered
Note and/or Notes shall be canceled and returned to Company.

                           2.20     Amendment and Restatement.This Agreement
amends and restates the Existing Credit Agreement as of the date hereof. All
loans and letters of credit outstanding under the Existing Credit Agreement
shall constitute Loans and Facility Letters of Credit under this Agreement and
all fees and other obligations accrued under the Existing Credit Agreement as of
the date of this Agreement will be paid under this Agreement according to the
terms of this Agreement. The Loans and Facility Letters of Credit and other
obligations pursuant hereto are issued in exchange and replacement for the
loans, letters of credit other obligations under the Existing Credit Agreement,
shall not be a novation or satisfaction thereof and shall be entitled to and
secured by the same collateral with the same priority. The Lenders and each
Existing Lender which will not continue as a Lender hereunder (an "Exiting
Lender") will make such payments among themselves as directed by the Agent so
that, after giving effect thereto, each Lender will hold its Pro Rata Share of
the outstanding Aggregate Credit Exposure on the Effective Date and with
Interest Periods that all begin on the Effective Date and the Company shall be
liable for any breakage costs under Section 3.4.

                                   ARTICLE III

                         CHANGE IN CIRCUMSTANCES, TAXES

         3.1      Yield Protection. If after the date hereof any law or any
governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any change or
modification thereof, or any interpretation thereof, or the compliance of any
Lender therewith,

                                       40
<PAGE>

                  (a)      subjects any Lender or any applicable Lending
                           Installation to any tax, duty, charge or withholding
                           on or from payments due from any Borrower or changes
                           the basis of taxation of payments to any Lender in
                           respect of its Loans or other amounts due it
                           hereunder (excluding income taxes and franchise taxes
                           (imposed in lieu of income taxes) imposed on the
                           Agent or any Lender as a result of a present or
                           former connection between the Agent or such Lender
                           and the jurisdiction of the Governmental Authority
                           imposing such tax or any political subdivision or
                           taxing authority thereof or therein, other than any
                           such connection arising solely from the Agent or such
                           Lender having executed, delivered or performed its
                           obligations or received a payment under, or enforced,
                           this Agreement or any other Loan Document), or

                  (b)      imposes or increases or deems applicable any reserve,
                           assessment, insurance charge, special deposit or
                           similar requirement against assets of, deposits with
                           or for the account of, or credit extended by, any
                           Lender or any applicable Lending Installation (other
                           than reserves and assessments taken into account in
                           determining the interest rate applicable to Fixed
                           Rate Advances), or

                  (c)      imposes any other condition the result of which is to
                           increase the cost to any Lender or any applicable
                           Lending Installation of making, funding or
                           maintaining loans or reduces any amount receivable by
                           any Lender or any applicable Lending Installation in
                           connection with loans, or requires any Lender or any
                           applicable Lending Installation to make any payment
                           calculated by reference to the amount of loans held
                           or interest received by it, by an amount deemed
                           material by such Lender,

then, within 15 days of demand by such Lender, the affected Borrower shall pay
such Lender that portion of such increased expense incurred or reduction in an
amount received which such Lender determines is attributable to making, funding
and maintaining its Loans or its Commitments.

         3.2      Changes in Capital Adequacy Regulations. If a Lender
determines that the amount of capital required or expected to be maintained by
such Lender, any Lending Installation of such Lender or any corporation
controlling such Lender is increased as a result of a Change, then, within 15
days of demand by such Lender, the Company shall pay such Lender the amount
necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender determines is attributable to this
Agreement, its Loans or its obligation to make Loans hereunder (after taking
into account such Lender's policies as to capital adequacy). "Change" means (a)
any change after the date of this Agreement in the Risk-Based Capital Guidelines
or (b) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

                                       41
<PAGE>

         3.3      Availability of Types of Advances. If any Lender determines
that maintenance of its Fixed Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders with respect to Eurodollar
Loans or the majority (by amount) of Non-Pro Rata Lenders with respect to
Non-Pro Rata Loans to any Non-Pro Rata Borrower determine that (i) deposits of a
currency, type and maturity appropriate to match fund Eurodollar or Eurocurrency
Loans are not available or (ii) the interest rate applicable to a Fixed Rate
Loan does not accurately reflect the cost of making or maintaining such Loans,
then the Agent shall suspend the availability of the affected Type of Loans and
require any Loans of the affected Type to be repaid at the end of the Interest
Period for the affected Loan. Notwithstanding the satisfaction of all conditions
referred to in Article II and Article IV with respect to any Advance in any
Agreed Foreign Currency, if there shall occur on or prior to the date of such
Advance any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which would in the
reasonable opinion of the Agent or the Required Lenders make it impracticable
for the Fixed Rate Loans comprising such Advance to be denominated in the Agreed
Currency specified by a borrower, then the Agent shall forthwith give notice
thereof to such Borrower and the Lenders, and such Loans shall not be made.

         3.4      Funding Indemnification. If any payment of a Fixed Rate
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a Fixed
Rate Advance is not made on the date specified by a Borrower for any reason
other than default by the Lenders, such Borrower will indemnify each Lender for
any reasonable loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain the Fixed Rate Advance.

         3.5      Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Fixed Rate Loans to reduce any liability of a
Borrower to such Lender under Sections 3.1 and 3.2 or to avoid the
unavailability of a Type of Advance under Section 3.3, so long as such
designation is not disadvantageous to such Lender in any material respect. Each
Lender shall deliver a written statement of such Lender to the applicable
Borrower (with a copy to the Agent) as to the amount due, if any, under Section
3.1, 3.2 or 3.4. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall state that
amounts determined in accordance with such procedures are being charged by such
Lender to other borrowers with credit facilities similar to this Agreement and
credit characteristics comparable to the Company as determined by such Lender
and shall be final, conclusive and binding on the Borrowers in the absence of
manifest error. Determination of amounts payable under such sections in
connection with a Fixed Rate Loans shall be calculated as though each Lender
funded such Loans through the purchase of a deposit of the type and maturity
corresponding to the deposit used as a reference in determining the interest
rate applicable to such Loan, whether in fact that is the case or not. Unless
otherwise provided herein, the amount specified in the written statement of any
Lender shall be payable on demand after receipt by the applicable Borrower of
such written statement. The obligations of the Borrowers under Sections 3.1,
3.2, 3.4 and 3.6 shall survive payment of the Obligations and termination of
this Agreement. The Borrowers shall have no obligation to compensate any Lender
with respect to amounts provided in Sections 3.1, 3.2, 3.4 or 3.6 with respect
to any period prior to the date which is 120 days prior to the date such Lender
delivers its written statement hereunder requesting compensation.

         3.6      Taxes.

         3.6.1    All payments of principal and interest made by the Borrowers
under this Agreement and any Note, if any, and all Reimbursement Obligations
with respect to Facility Letters of Credit shall be

                                       42
<PAGE>

made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding income
taxes and franchise taxes (imposed in lieu of income taxes) imposed on the Agent
or any Lender as a result of a present or former connection between the Agent or
such Lender and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from the Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document). If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
the Agent, any Issuer or any Lender hereunder or under any Note or Facility
Letter of Credit, the amounts so payable to the Agent, such Issuer or such
Lender shall be increased to the extent necessary to yield to the Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates and in the amounts specified in this
Agreement provided, however, that (i) with respect to any Loan or Facility
Letter of Credit in U.S. Dollars to the Company, the Company shall not be
required to increase any such amounts payable to any Lender that is not
organized under the laws of the United States of America or a state thereof if
such Lender fails to comply with the requirements of Section 3.6.2, (ii) with
respect to any Loan or Facility Letter of Credit in any Agreed Foreign Currency,
a Borrower shall not be required to increase any such amounts payable to any
Lender if such Lender fails to comply with the requirements of Section 3.6.3 and
(iii) with respect to any Foreign Currency Loan or any Foreign Currency Facility
Letter of Credit, the Foreign Subsidiary Borrower shall not be required to
increase any such amounts payable to any Lender or the Agent to the extent such
Lender could avoid the payment of such amount by changing its Lending
Installation, provided that any such change in any Lending Installation shall
not be required if such Lender cannot change its Lending Installation for any
reason or such Lender has determined that it is disadvantageous to it to do so.
Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as
possible thereafter such Borrower shall send to the Agent for its own account or
for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by such Borrower showing payment thereof. If
a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fails to remit to the Agent the required receipts or other
required documentary evidence, such Borrower shall indemnify the Agent and the
Lenders for any incremental taxes, interest or penalties that may become payable
by the Agent or any Lender as a result of any such failure. The agreements in
this Section shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

         3.6.2    Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                  (a)      at least five Business Days before the date of the
         initial payment to be made by the Company under this Agreement to such
         Lender, deliver to the Company and the Agent (A) two duly completed
         copies of U.S. Internal Revenue Service Form W-8BEN or W-8ECI, or
         successor applicable form, as the case may be, certifying in either
         case that such Lender is entitled to receive payments under this
         Agreement without deduction or withholding of any U.S. federal income
         taxes, and (ii) a U.S. Internal Revenue Form W-8 or W-9, or successor
         applicable form, as the case may be, and certify that it is entitled to
         an exemption from U.S. backup withholding tax;

                  (b)      deliver to the Company and the Agent two further
         copies of any such form or certification at least five Business Days
         before the date that any such form or certification expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recent form previously delivered by it to the Agent and the
         Company;

                                       43
<PAGE>

                  (c)      obtain such extensions of time for filing and
         complete such forms or certifications as may reasonably be requested by
         the Company or the Agent; and

                  (d)      file amendments to such forms as and when required;
         and each Lender (or Transferee) that is incorporated or organized under
         the laws of the United States of America or a State thereof shall
         provide two properly completed and duly executed copies of Form W-9, or
         successor applicable form, at the times specified for delivery of forms
         under this Section 3.6.2 unless an event (including, without
         limitation, any change in treaty, law or regulation) has occurred after
         the date such Person becomes a Lender hereunder which renders all such
         forms inapplicable or which would prevent such Lender from duly
         completing and delivering any such form with respect to it and such
         Lender so advises the Company and the Agent; provided, however, that
         the Company may rely upon such forms provided to the Company for all
         periods prior to the occurrence of such event. Each Person that shall
         become a Lender or a Participant pursuant to Section 13.2 shall, upon
         the effectiveness of the related transfer, be required to provide all
         of the forms, certifications and statements required pursuant to this
         Section, provided that in the case of such Participant, the obligations
         of such Participant pursuant to this Section 3.6.2 shall be determined
         as if such Participant were a Lender, except that such Participant
         shall furnish all such required forms, certifications and statements to
         the Lender from which the related participation shall have been
         purchased.

         3.6.3    Each Lender that is not incorporated or organized under the
laws of the jurisdiction (a) under the laws of which a Foreign Subsidiary
Borrower is incorporated or organized, or (b) in which such Foreign Subsidiary
Borrower is located, and, in either case, is a Lender to such Foreign Subsidiary
Borrower shall, upon request by such Foreign Subsidiary Borrower, within a
reasonable period of time after such request, deliver to such Foreign Subsidiary
Borrower or the applicable governmental or taxing authority, as the case may be,
any form or certificate required in order that any payment by such Foreign
Subsidiary Borrower under this Agreement or any Notes to such Lender may be made
free and clear of, and without deduction or withholding for or on account of any
Non-Excluded Tax (or to allow any such deduction or withholding to be at a
reduced rate) imposed on such payment under the laws of the jurisdiction under
which such Foreign Subsidiary Borrower is incorporated or organized, provided
that such Lender is legally entitled to complete, execute and deliver such form
or certificate and such completion, execution or submission would not prejudice
the legal position of such Lender.

         3.6.4    Each Lender agrees to use reasonable efforts to avoid or to
minimize any amounts which might otherwise be payable pursuant to this Section
3.6, provided that such effort shall not impose on any such Lender any
additional costs or legal or regulatory burdens deemed by such Lender in its
reasonable judgment to be material. In the event that any Lender determines that
any event or circumstance that will lead to a claim by it under this Section 3.6
has occurred or will occur, such Lender will use its best efforts to so notify
the Company in writing, provided that any failure to provide such notice shall
in no way impair the rights of any Lender to demand and receive compensation
under this Section 3.6.

         3.6.5    Any Lender that is entitled to an exemption from or reduction
of withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrowers (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate. If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly

                                       44
<PAGE>

completed, because such Lender failed to notify the Agent of a change in
circumstances which rendered its exemption from withholding ineffective, or for
any other reason), such Lender shall indemnify the Agent fully for all amounts
paid, directly or indirectly, by the Agent as tax, withholding therefor, or
otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys fees and time
charges of attorneys for the Agent, which attorneys may be employees of the
Agent). The obligations of the Lenders under this Section 3.6.5 shall survive
the payment of the Obligations and termination of this Agreement.

         3.7      Substitution of Lender. If (a) the obligation of any Lender to
make or maintain Eurodollar Loans has been suspended pursuant to Section 3.3
when not all Lenders' obligations to do so have been suspended, (b) any Lender
has demanded compensation under Sections 3.1 or 3.2 when all Lenders have not
done so or (c) any Lender is a Defaulting Lender, the Company shall have the
right, if no Default then exists, to replace such Lender (a "Replaced Lender")
with one or more other lenders (collectively, the "Replacement Lender")
acceptable to the Agent, provided that (i) at the time of any replacement
pursuant to this Section 3.7, the Replacement Lender shall enter into one or
more Assignments pursuant to which the Replacement Lender shall acquire the
Commitments and outstanding Loans and other obligations of the Replaced Lender
and, in connection therewith, shall pay to the Replaced Lender in respect
thereof an amount equal to the sum of (A) the amount of principal of, and all
accrued interest on, all outstanding Loans of the Replaced Lender, (B) the
amount of all accrued, but theretofore unpaid, fees owing to the Replaced Lender
hereunder and (C) the amount which would be payable by the Borrowers to the
Replaced Lender pursuant to Section 3.4, if any, if the Borrowers prepaid at the
time of such replacement all of the Loans of such Replaced Lender outstanding at
such time and (ii) all obligations of the Borrowers then 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 Assignments, 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 Note
or Notes executed by the Borrowers, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder.
The provisions of this Agreement (including without limitation Sections 3.4 and
10.7) shall continue to govern the rights and obligations of a Replaced Lender
with respect to any Loans made or any other actions taken by such lender while
it was a Lender. Nothing herein shall release any Defaulting Lender from any
obligation it may have to any Borrower, the Agent, Issuer or any other Lender.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1      Closing Conditions. On the date hereof, the Borrowers shall
furnish, or shall cause to be furnished, to the Agent, with sufficient copies
for the Lenders, each of the following:

                  (a)      Copies of the articles of incorporation or similar
                           organizational documents of each Borrower and, at or
                           promptly after the date hereof, each Guarantor,
                           together with all amendments thereto, and a
                           certificate of good standing or similar governmental
                           evidence of corporate existence, all certified by the
                           Secretary or an Assistant Secretary of each Borrower
                           and each Guarantor.

                                       45
<PAGE>

                  (b)      Copies, certified by the Secretary or an Assistant
                           Secretary or other duly authorized representative of
                           each Borrower and each Guarantor, of its by-laws and
                           of its Board of Directors' resolutions (and
                           resolutions of other bodies, if any are deemed
                           necessary by counsel for any Lender) authorizing the
                           execution of the Loan Documents.

                  (c)      An incumbency certificate, executed by the Secretary
                           or an Assistant Secretary of each Borrower and each
                           Guarantor, which shall identify by name and title and
                           bear the signature of the officers of such Borrower
                           or such Guarantor authorized to sign the applicable
                           Loan Documents and to make borrowings hereunder, upon
                           which certificate the Agent and the Lenders shall be
                           entitled to rely until informed of any change in
                           writing by such Borrower or such Guarantor.

                  (d)      An opening compliance certificate, signed by any
                           Designated Financial Officer of the Company, in a
                           form satisfactory to the Agent.

                  (e)      A written opinion of the Borrowers' and Guarantors'
                           counsel, addressed to the Lenders in substantially
                           the form of Exhibit F hereto.

                  (f)      If requested by the Agent, written money transfer
                           instructions, in substantially the form of Exhibit G
                           hereto, addressed to the Agent and signed by an
                           Authorized Officer, together with such other related
                           money transfer authorizations as the Agent may have
                           reasonably requested (provided that the Agent may
                           continue to rely on any existing instructions from
                           the Borrowers).

                  (g)      Executed copies of the Consent and Amendment of
                           Collateral Documents and any additional Collateral
                           Documents, Guaranties and other agreements,
                           certificates, lien searches and other documents in
                           connection therewith requested by the Agent, each
                           duly executed by the Borrowers or the Guarantors, as
                           appropriate.

                  (h)      Copies of all governmental and nongovernmental
                           consents, approvals, authorizations, declarations,
                           registrations or filings required on the part of any
                           Borrower or any Guarantor in connection with the
                           execution, delivery and performance of the Loan
                           Documents or the transactions contemplated hereby or
                           thereby or as a condition to the legality, validity
                           or enforceability of the Loan Documents, certified as
                           true and correct in full force and effect as of the
                           Effective Date by a duly authorized officer of the
                           Borrowers, or if none is required, a certificate of
                           such officer to that effect.

                  (i)      The Guaranty executed by all of the Guarantors.

                  (j)      Payment of all fees owing by the Borrowers and the
                           Guarantors as of the Effective Date.

                  (k)      Satisfactory results of all due diligence required by
                           the Agent or the Required Lenders, including a review
                           of all contingent liabilities, a review of contracts
                           and insurance, a review of all litigation, and
                           environmental matters and other due diligence.

                                       46
<PAGE>

                  (l)      Executed agreements from each Exiting Lender in form
                           satisfactory to the Agent, and all parties hereto (i)
                           agree that such agreements will constitute an
                           assignment of the each Exiting Lender's interest
                           under the Existing Agreement to the Lenders to
                           effectuate the Commitments and Pro Rata Shares
                           contemplated by this Agreement and (ii) acknowledge
                           that each Exiting Lender will not be a party hereto.

                  (m)      Copies of the unqualified audited consolidated
                           financial statements of the Company and its
                           Subsidiaries for the fiscal year ended December 31,
                           2002 and copies of the internally prepared
                           consolidated financial statements of the Company and
                           its Subsidiaries for the fiscal quarter ended
                           September 30, 2003, together with prospective
                           financial statements for the Company and its
                           Subsidiaries, in each case in form and substance
                           satisfactory to the Agent.

                  (n)      Since December 31, 2002, evidence reasonably
                           satisfactory to the Agent that there has been no
                           change in the business, property, prospects,
                           condition (financial or otherwise) or results of
                           operations of the Company and its Subsidiaries which
                           could reasonably be expected to have a Material
                           Adverse Effect.

                  (o)      Such other agreements and documents, and the
                           satisfaction of such other conditions as may be
                           required by the Agent.

         4.2      Each Advance. The Lenders shall not be required to make any
Loans nor shall any Issuer be required to issue any Letter of Credit, unless on
the applicable Borrowing Date, both before and after giving effect on a pro
forma basis to such Loan or Letter of Credit:

         (a)      There exists no Default or Unmatured Default.

         (b)      The representations and warranties contained in Article V are
true and correct as of such Borrowing Date except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall be true and correct on and as
of such earlier date.

         (c)      All legal matters incident to the making of such Loans or the
issuance of such Facility Letter of Credit shall be satisfactory to the Agent
and its counsel.

         (d)      If such Loan is an initial Loan to a Foreign Subsidiary
Borrower, the Agent shall have received a Foreign Subsidiary Opinion in respect
of such Foreign Subsidiary Borrower and such other documents requested by the
Agent.

         Each Borrowing notice with respect to each borrowing by a Borrower
hereunder or each request for an issuance of a Facility Letter of Credit shall
constitute a representation and warranty by the Company and such Borrower that
the conditions contained in Sections 4.2(a), (b) and (c) have been satisfied.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

                                       47
<PAGE>

         Each of the Company and the Foreign Subsidiary Borrowers (insofar as
the representations and warranties set forth below relate to such Foreign
Subsidiary Borrower) represents and warrants to the Lenders that:

         5.1      Corporate Existence and Standing. Each of the Company and its
Subsidiaries is a corporation, partnership, limited liability company or other
organization, duly organized and validly existing under the laws of its
jurisdiction of organization and has all requisite corporate, partnership,
company or similar authority to conduct its business as presently conducted.

         5.2      Authorization and Validity. Each Borrower has the corporate or
other power and authority and legal right to execute and deliver the Loan
Documents and to perform its obligations thereunder. The execution and delivery
by each of the Borrowers of the Loan Documents and the performance of their
obligations thereunder have been duly authorized by proper corporate
proceedings, and the Loan Documents to which they are a party constitute legal,
valid and binding obligations of the Borrowers enforceable against the Borrowers
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity.

         5.3      No Conflict; Government Consent. Neither the execution and
delivery by the Borrowers of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Company or any of its Subsidiaries or the
Company's or any Subsidiary's articles of incorporation, code of regulations or
by-laws or the provisions of any indenture, instrument or agreement to which the
Company or any of its Subsidiaries is a party or is subject, or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder, or
result in the creation or imposition of any Lien (other than any Lien permitted
by Section 6.14) in, of or on the Property of the Company or a Subsidiary
pursuant to the terms of any such indenture, instrument or agreement. Other than
those which have been obtained, no order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents.

         5.4      Financial Statements. All financial statements of the Company
and its Subsidiaries heretofore delivered to the Lenders were prepared in
accordance with generally accepted accounting principles in effect on the date
such statements were prepared and fairly present in all material respects the
consolidated financial condition and operations of the Company and its
Subsidiaries.

         5.5      Material Adverse Change. Since December 31, 2002, there has
been no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Company and its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.

         5.6      Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other material tax returns which are required
to be filed by any Governmental Authority and have paid all taxes shown as due
pursuant to said returns or pursuant to any assessment received by the Company
or any of its Subsidiaries by any Governmental Authority, except such taxes, if
any, as are being contested in good faith and as to which adequate reserves have
been provided in accordance with Agreement Accounting Principles and as to which
no Lien (other than as permitted by Section 6.14) exists. No tax liens have been
filed and no claims are being asserted with respect to any such taxes, other

                                       48
<PAGE>

than as permitted by Section 6.14. The charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of any taxes or other
governmental charges are adequate.

         5.7      Litigation and Contingent Obligations. Except as set forth on
Schedule 5.7 hereto, there is no litigation, arbitration or proceeding pending
or, to the knowledge of any of the Company's executive officers, any
governmental investigation or inquiry pending or any litigation, arbitration,
governmental investigation, proceeding or inquiry threatened against or
affecting the Company or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of the Loans or Advances. Other than any liability incident to
such litigation, arbitration or proceedings listed on Schedule 5.7, the Company
and its Subsidiaries have no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

         5.8      Subsidiaries. Schedule 5.8 hereto contains an accurate list of
all Subsidiaries of the Company as of the date of this Agreement, setting forth
their respective jurisdictions of incorporation or organization and the
percentage of their respective capital stock owned by the Company or other
Subsidiaries. All of the issued and outstanding shares of Capital Stock of such
Subsidiaries held by the Company have been duly authorized and issued and are
fully paid and non-assessable.

         5.9      ERISA. Each member of the Controlled Group has fulfilled its
material obligations under the minimum funding standards of ERISA and the Code
with respect to each Plan. Each member of the Controlled Group is in material
compliance with the applicable provisions of ERISA and the Code with respect to
each Plan except where such non compliance would not have a Material Adverse
Effect. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event which has or may result
in any material liability has occurred with respect to any Plan, and no steps
have been taken to reorganize or terminate any Single Employer Plan. No member
of the Controlled Group has (i) sought a waiver of the minimum funding standard
under Section 412 of the Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Single Employer Plan or Multiemployer Plan, or
made any amendment to any Plan, which has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or
the Code or (iii) incurred any material, actual liability under Title IV of
ERISA other than a liability to the PBGC for premiums under Section 4007 of
ERISA.

         5.10     Accuracy of Information. No information, exhibit or report
furnished by the Company or any of its Subsidiaries in writing to the Agent or
to any Lender in connection with the negotiation of the Loan Documents contained
any material misstatement of fact or omitted to state a material fact or any
fact necessary to make the statements contained therein not misleading in light
of the circumstances in which made, as of the date thereof.

         5.11     Regulations T, U and X. Neither the Company nor any of its
Subsidiaries extends or maintains, in the ordinary course of business, credit
for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying margin stock (within the meaning of Regulations T, U or X of the Board
of Governors of the Federal Reserve System), and no part of the proceeds of any
Advance will be used for the purpose, whether immediate, incidental, or
ultimate, of buying or carrying any such margin stock or maintaining or
extending credit to others for such purpose. After applying the proceeds of each
Advance, such margin stock will not constitute more than 25% of the value of the
assets (either of the Company alone or of the Company and its Subsidiaries on a
consolidated basis) that are subject to any provisions of any Loan Document that
may cause the Advances to be deemed secured, directly or indirectly, by such
margin stock. The Company and its Subsidiaries are in compliance with Section
6.2.

                                       49
<PAGE>

         5.12     Material Agreements. Neither the Company nor any Subsidiary is
a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement to which it is a party (including any
agreement or instrument evidencing or governing Indebtedness), which default
could reasonably be expected to have a Material Adverse Effect.

         5.13     Compliance With Laws. The Company and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property if failure to comply
could reasonably be expected to have a Material Adverse Effect.

         5.14     Plan Assets; Prohibited Transactions. The Company and its
Subsidiaries have not engaged in any prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code which could result in any
material liability; and neither the execution of this Agreement nor the making
of Loans (assuming that the Lenders do not fund any of the Loans with any "plan
assets" as defined above) hereunder give rise to a non-exempt prohibited
transaction within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

         5.15     Environmental Matters. In the ordinary course of its business,
the officers of the Company consider the effect of Environmental Laws on the
business of the Company and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Company
and its Subsidiaries due to Environmental Laws. On the basis of this
consideration, the Company has reasonably concluded that Environmental Laws
cannot reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any Subsidiary has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.

         5.16     Investment Company Act. No Borrower is an "investment company"
or a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

         5.17     Public Utility Holding Company Act. No Borrower 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.

         5.18     Foreign Subsidiary Borrowers. (a) Except as described on
Schedule 5.8, each Foreign Subsidiary Borrower is a direct or indirect
Wholly-Owned Subsidiary of the Company (excluding director qualifying shares);
and

         (b)      Each Foreign Subsidiary Borrower will have, upon becoming a
party hereto, all right and authority to enter into this Agreement and each
other Loan Document to which it is a party, and to perform all of its
obligations under this and each other Loan Document to which it is a party; all
of the foregoing actions will have been taken prior to any request for Loans by
such Borrower, duly authorized by all necessary action on the part of such
Borrower, and when such Foreign Subsidiary Borrower

                                       50
<PAGE>

becomes a party hereto, this Agreement and each other Loan Document to which it
is a party will constitute valid and binding obligations of such Borrower
enforceable in accordance with their respective terms except as such terms may
be limited by the application of bankruptcy, moratorium, insolvency and similar
laws affecting the rights of creditors generally and by general principles of
equity.

         5.19     Insurance. The Company maintains fire and extended coverage
insurance on its and each Domestic Subsidiary's equipment and inventory
containing a lender's loss payable, additional insured and mortgagee clause in
favor of the Agent and providing that said insurance will not be terminated
except after at least 30 days' written notice from the insurance company to the
Agent. The certificate signed by the President or Chief Financial Officer of the
Company, that attests to the existence and adequacy of (as comparable to
insurance customarily maintained by similar companies in the Company's line of
business), and summarizes, the Property and casualty insurance program carried
by the Company and that has been furnished by the Company to the Agent and the
Lenders, is complete and accurate. This summary includes the insurer's or
insurers' name(s), policy number(s), expiration date(s), amount(s) of coverage,
type(s) of coverage, exclusion(s), and deductibles. This summary also includes
similar information, and describes any reserves, relating to any self-insurance
program that is in effect.

         5.20     Ownership of Properties. On the Effective Date, the Company
and its Subsidiaries will have good title, free of all Liens (other than as
permitted by Section 6.14), to all Property and assets reflected in the
financial statements as owned by it.

         5.21     Solvency. (i) Immediately after the consummation of the
transactions to occur on the Effective Date and immediately following the making
of each Loan, if any, made on the Effective Date and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
the Company and its Subsidiaries on a consolidated basis, at a fair valuation,
will exceed the debts and liabilities, subordinated, contingent or otherwise, of
the Company and its Subsidiaries on a consolidated basis; (b) the present fair
saleable value of the Property of the Company and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Company and its Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
the Company and its Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Company and its
Subsidiaries on a consolidated basis will not have unreasonable small capital
with which to conduct the business in which they are engaged as such businesses
are now conducted and are proposed to be conducted after the Effective Date.

         5.22     Collateral Documents. Except as set forth on Schedule 6.14,
the Collateral Documents grant a first priority, perfected and enforceable lien
and security interest on all Collateral subject to the Collateral Documents,
which lien and security interest is not void or voidable.

         5.23     Labor Controversies. There are no labor controversies pending
or, to the best of the Company's knowledge, threatened against the Company or
any Subsidiary, which could have a Material Adverse Effect.

         5.24     Burdensome Obligations. The Company does not presently
anticipate that future expenditures needed to meet the provisions of federal or
state statutes, orders, rules or regulations will be so burdensome as to cause a
Material Adverse Effect.

         5.25     Intellectual Property. Each of the Company and its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames, service
marks, copyrights, technology, know-how and processes

                                       51
<PAGE>

necessary for the conduct of its business as currently conducted (the
"Intellectual Property") except for those the failure to own or license which
could not be reasonably be expected to have a Material Adverse Effect. No claim
has been asserted and is pending by any Person challenging or questioning the
use by the Company or any of its Subsidiaries of any such Intellectual Property
or the validity or effectiveness of any such Intellectual Property, nor does the
Company or any of its Subsidiaries know of any valid basis for any such claim.
To the knowledge of the Company, the use of such Intellectual Property by the
Company and each of its Subsidiaries does not infringe on the rights of any
Person, and, to the knowledge of the Company, no such Intellectual Property of
the Company and its Subsidiaries has been infringed, misappropriated or diluted
by any other Person except for such claims, infringements, misappropriation and
dilution that, in the aggregate, could not have a Material Adverse Effect.

         5.26.    Reportable Transaction. The Borrowers do not intend to treat
the Advances and the other transactions contemplated hereby as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4). In the event any Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Agent thereof. The Borrowers
acknowledge that the Agent and/or one or more of the Lenders may treat its
Advances and the other transactions contemplated hereby as part of a transaction
that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1,
and the Agent and such Lender or Lenders, as applicable, may file such IRS forms
or maintain such lists and other records as they may determine is required by
such Treasury Regulations.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1      Financial Reporting. The Company will maintain, for itself and
each Subsidiary, a system of accounting enabling it to provide consolidated
financial statements for the Company and each Subsidiary in accordance with
Agreement Accounting Principles and furnish to the Lenders:

                  (i)      Within 90 days after the close of each of its fiscal
         years, an unqualified (except for qualifications relating to changes in
         accounting principles or practices reflecting changes in generally
         accepted accounting principles and required or approved by the
         Company's independent certified public accountants) audit report
         certified by nationally recognized independent certified public
         accountants certifying that the Company's consolidated financial
         statements are fairly stated in all material respects, in accordance
         with Agreement Accounting Principles for itself and the Subsidiaries,
         including balance sheets as of the end of such period, related income
         statements, and statements of cash flows, accompanied by a certificate
         of said accountants that, in the course of their examination necessary
         for their certification of the foregoing, they have obtained no
         knowledge of any Default or Unmatured Default, or if, in the opinion of
         such accountants, any Default or Unmatured Default shall exist, stating
         the nature and status thereof.

                  (ii)     Within 45 days after the close of the first three
         quarterly periods of each of its fiscal years, for itself and the
         Subsidiaries, consolidated unaudited balance sheets as at the close of
         each such period and related income statement and a statement of cash
         flows for the period

                                       52
<PAGE>

         from the beginning of such fiscal year to the end of such quarter, all
         certified by a Designated Financial Officer of the Company.

                  (iii)    Together with the financial statements required under
         Sections 6.1(i) and (ii) a compliance certificate in substantially the
         form of Exhibit H hereto signed by a Designated Financial Officer of
         the Company showing the calculations necessary to determine compliance
         with this Agreement and stating that no Default or Unmatured Default
         exists, or if any Default or Unmatured Default exists, stating the
         nature and status thereof.

                  (iv)     As soon as possible and in any event within 5 days
         after (x) receipt by the Company, and (y) a determination is made by
         the Company concerning a Material Adverse Effect with respect thereto,
         a copy of (a) any notice or claim to the effect, that the Company or
         any of its Subsidiaries is or may be liable to any Person as a result
         of the release by the Company, any of its Subsidiaries, or any other
         Person of any toxic or hazardous waste or substance into the
         environment, (b) any notice alleging any violation of any federal,
         state or local environmental, health or safety law or regulation by the
         Company or any of its Subsidiaries, and (c) any notice of occurrence of
         any Reportable Event, which, in each case, could reasonably be expected
         to have a Material Adverse Effect.

                  (v)      Promptly after the sending or filing thereof, copies
         of all reports, proxy statements and financial statements which the
         Company or any of its Subsidiaries sends to or files with any of their
         respective security holders or any securities exchange or the
         Securities and Exchange Commission or any successor agency thereof
         pertaining to the Company or any of its Subsidiaries as the issuer of
         securities:

                  (vi)     Promptly and in any event within 10 Business Days
         after receipt, a copy of any management letter or comparable analysis
         prepared by the auditors for the Company or any of its Subsidiaries;

                  (vii)    Within 90 days before the end of each fiscal year of
         the Company, a budget and forecast prepared by the Company for the
         following fiscal year in detail satisfactory to the Agent;

                  (viii)   Promptly, such other information respecting the
         business, properties, operations or condition, financial or otherwise,
         of the Company or any of their respective Subsidiaries as any Lender or
         the Agent may from time to time reasonably request.

         6.2      Use of Proceeds. The Borrowers will use the initial Advances
as described on Schedule 6.2. The Company will, and will cause each Subsidiary
to, use the proceeds of all other Advances, for working capital or general
corporate purposes and to repay outstanding Advances. None of the proceeds of
any of the Advances made under this Agreement will be used, whether directly or
indirectly, in violation of any applicable law or regulation, including without
limitation Regulations T, U or X, or to purchase or carry any Margin Stock.

         6.3      Notice of Default. The Company will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4      Conduct of Business. The Company will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
fields of enterprise as it is presently conducted and to

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do all things necessary to remain duly incorporated, validly existing and in
good standing in its jurisdiction of organization (subject to Section 6.11) and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, except in any such case where such failure
would not reasonably be expected to have a Material Adverse Effect.

         6.5      Taxes. The Company will, and will cause each Subsidiary to,
timely file, complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles and those which the failure to
file or pay would not reasonably be expected to have a Material Adverse Effect.

         6.6      Insurance. The Company will, and will cause each Subsidiary
to, maintain in full force and effect insurance with responsible and reputable
insurance companies or associations in such amounts, on such terms and covering
such risks, including fire and other risks insured against by extended coverage,
as is usually carried by companies engaged in similar businesses and owning
similar properties similarly situated and maintain in full force and effect
public liability insurance, insurance against claims for personal injury or
death or property damage occurring in connection with any of its activities or
any of any properties owned, occupied or controlled by it, in such amount as it
shall reasonably deem necessary, and maintain such other insurance as may be
required by law or as may be requested by the Agent, provided that it is
acknowledged that the Company and its Subsidiaries may continue to self insure
in connection with health insurance and workers compensation consistent with
their past practices.

         6.7      Compliance with Laws. The Company will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject except for
such noncompliance as would not reasonably be expected to have a Material
Adverse Effect.

         6.8      Maintenance of Properties. The Company will, and will cause
each Subsidiary to, do all things reasonably necessary to maintain, preserve,
protect and keep its material Property in good repair, working order and
condition (ordinary wear and tear excepted), and make all reasonably necessary
and proper repairs, renewals and replacements.

         6.9      Inspection. The Company will, and will cause each Subsidiary
to, permit the Agent and the Lenders, directly or by their respective
representatives and agents, to inspect (at no cost to any Borrower and subject
to confidentiality requirements of Section 10.12) any of the Property, corporate
books and financial records of the Company and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Company
and each Subsidiary, and to discuss the affairs, finances and accounts of the
Company and each Subsidiary with, and to be advised as to the same by, their
respective officers or reasonable prior notice at such reasonable times and
intervals as the Agent or any Lender, as the case may be, may designate.

         6.10     Indebtedness. The Company will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness (including
without limitation Contingent Obligations), except:

                  (i)      The Loans, the Facility Letters of Credit and the
                           other Obligations.

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<PAGE>

                  (ii)     Indebtedness of the Company or any Domestic
                           Subsidiary which is a Guarantor owing to the Company
                           or any of its Subsidiaries and Indebtedness of any
                           Foreign Subsidiary consisting of loans or advances
                           permitted by Section 6.13(vii).

                  (iii)    Contingent Obligations with respect to the
                           endorsement of instruments for deposit or collection
                           in the ordinary course of business.

                  (iv)     Indebtedness of the Borrowers under Rate Hedging
                           Agreements.

                  (v)      The Senior Notes in an aggregate principal amount not
                           to exceed $100,000,000, as reduced from time to time.

                  (vi)     Existing Indebtedness described on Schedule 6.10, but
                           no increase in the amount thereof as reduced from
                           time to time.

                  (vii)    Any refunding or refinancing of any Indebtedness
                           referred to in clauses (ii) through (vi) above,
                           provided that any such refunding or refinancing of
                           such Indebtedness does not increase the principal
                           amount thereof, shorten the maturities thereof or
                           make any of the other terms or provisions thereof
                           materially more onerous on the Company or any of its
                           Subsidiaries.

                  (viii)   Indebtedness pursuant to Permitted Securitization
                           Transactions provided that the aggregate outstanding
                           amount sold or financed under all Permitted
                           Securitization Transactions shall not exceed
                           $50,000,000.

                  (ix)     Other Indebtedness; provided that, at the time of the
                           creation, incurrence or assumption of such other
                           Indebtedness and after giving effect thereto, no
                           Default or Unmatured Default exists and the aggregate
                           outstanding amount of all such other Indebtedness of
                           the Company and its Subsidiaries does not exceed an
                           amount equal to $35,000,000.

         6.11     Merger. The Company will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other Person, except that
(A) a Subsidiary may merge into the Company or a Wholly-Owned Subsidiary, (B) if
any such merger involves the Company, the Company shall be the surviving
corporation, and (C) if any such merger involves the Company, the Consolidated
Adjusted Net Worth immediately after the merger would be equal to or greater
than the Consolidated Adjusted Net Worth immediately preceding such merger.

         6.12     Sale of Assets. The Company will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property, to any other
Person (other than the Company or any Guarantor), except:

                  (i)      Sales of inventory in the ordinary course of
         business.

                  (ii)     Sales or other dispositions in the ordinary course of
         business of fixed assets for the purpose of replacing such fixed
         assets, provided that such fixed assets are replaced within 180 days of
         such sale or other disposition with other fixed assets which have a
         fair market value not materially less than the fixed assets sold or
         otherwise disposed of.

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<PAGE>

                  (iii)    Any sale or other transfer of an interest in accounts
         or notes receivable to a Securitization Entity pursuant to a Permitted
         Securitization Transaction allowed by the terms of this Agreement.

                  (iv)     Other leases, sales (including sale leasebacks) or
         other dispositions of its Property that, together with all other
         Property of the Company and its Subsidiaries previously leased, sold or
         disposed of (other than as provided in clauses (i) through (iii) above)
         as permitted by this Section during the twelve-month period ending with
         the month prior to the month in which any such lease, sale or other
         disposition occurs, do not constitute a Substantial Portion of the
         Property of the Company and its Subsidiaries.

         Notwithstanding anything in this Section 6.12 to the contrary, (a) no
such leases, sales or other dispositions of property may be made (other than
pursuant to clause (i) above) if any Default or Unmatured Default has occurred
and is continuing, and (b) all leases, sales and other dispositions of Property
at any time shall be for not less than the fair market value of such Property as
determined in good faith by the Company and at least 75% of the consideration
therefor received by the Company or such Subsidiary shall be in the form of
cash. Additionally, notwithstanding anything in this Section 6.12 to the
contrary, (x) any Foreign Subsidiary may transfer any or all of its assets to
the Company, a Guarantor or a Foreign Subsidiary Borrower, provided that a
Foreign Subsidiary Borrower that has any Obligations outstanding may not so
transfer its assets to a Foreign Subsidiary Borrower unless the transferee of
such assets assumes all such Obligations in a manner acceptable to the Agent,
and (y) any Subsidiary may transfer any or all of its assets to the Company or a
Guarantor.

         6.13     Investments and Acquisitions. The Company will not, nor will
it permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries which are not Wholly-Owned Subsidiaries), or commitments therefor,
or to create any Subsidiary or to become or remain a partner in any partnership
or joint venture, or make any Acquisition of any Person, except:

                           (i)      the Company or any of its Subsidiaries may
         invest in cash and Cash Equivalents.

                           (ii)     the Company and its Subsidiaries may acquire
         and hold receivables owing to them in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms.

                           (iii)    loans and advances to employees for
         business-related travel expenses, moving expenses and other similar
         expenses, in each case incurred in the ordinary course of business and
         consistent with past practices.

                           (iv)     Existing Investments in Subsidiaries and
         other Investments in existence on the Effective Date and described in
         Schedule 6.13 hereto.

                           (v)      Loans and advances by the Company or any of
         its Subsidiaries to the Company or to any Guarantor.

                           (vi)     Investments in a Securitization Entity in
         connection with Permitted Securitization Transactions and in an
         aggregate outstanding amount acceptable to the Agent and required to
         consummate the Permitted Securitization Transactions plus accounts or
         notes

                                       56
<PAGE>

         receivable permitted to be transferred to a Securitization Entity in
         connection with Permitted Securitization Transactions.

                           (vii)    Loans and advances by Foreign Subsidiary
         Borrowers to Foreign Subsidiaries, provided that such loans and
         advances are evidenced by documentation, and are on terms, reasonably
         acceptable to the Agent.

                           (viii)   The ATP Acquisition, provided that: (x) the
         Agent shall be satisfied with such due diligence as they may require
         with respect to ATP, (y) the amount and forms of the consideration
         (including without limitation all direct payments, all earnout and
         other deferred payments, all Indebtedness and other obligations assumed
         or incurred and any other form of consideration) paid or payable for
         the ATP Acquisition shall be acceptable to the Agent and all other
         aspects of the ATP Acquisition (including, without limitation,
         compliance with all laws and regulations in connection with the ATP
         Acquisition and the financing thereof by the Lenders, receipt of all
         regulatory and legal approvals for the ATP Acquisition and all
         approvals from any directors and shareholders which may be required,
         the acquisition agreements and all terms thereof being acceptable to
         the Agent and the other financial, legal, accounting, tax and other
         aspects of the ATP Acquisition being acceptable to the Agent), and (z)
         there shall be no material adverse change from ATP's financial
         condition and operations as reflected in the ATP's financial statements
         previously delivered to the Agent.

                           (ix)     Other Investments and Acquisitions (other
         than the ATP Acquisition) in any fiscal year, provided that the sum of
         (x) the aggregate amount of such Investments in such fiscal year, plus
         (y) the aggregate amount of consideration (including without limitation
         all direct payments, all earnout and other deferred payments, all
         Indebtedness and other obligations assumed or incurred and any other
         form of consideration) paid or payable for such Acquisitions in such
         fiscal year do not exceed in the aggregate an amount equal to
         $25,000,000.

Notwithstanding anything herein to the contrary, neither the Company nor any of
its Subsidiaries shall make any Investment or Acquisition unless (A) the target
of such Acquisition or Investment is in the same line of business as the
Company, provided that up to $10,000,000 in the aggregate may be paid by the
Company or any of its Subsidiaries in connection with Acquisitions pursuant to
which the target is not in the same line of business as the Company, (B) the
Board of Directors (or similar governing body) and the management of the target
of such Acquisition or Investment has approved such Acquisition and (c) no
Default or Unmatured Default would exist after giving effect to such Acquisition
or Investment on a pro forma basis acceptable to the Agent.

         6.14     Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

                  (i)      Liens for taxes, assessments or governmental charges
         or levies on its Property if the same shall not at the time be
         delinquent or thereafter can be paid without penalty, or are being
         contested in good faith and by appropriate proceedings and for which
         adequate reserves in accordance with Agreement Accounting Principles
         shall have been set aside on its books.

                  (ii)     Liens imposed by law, such as carriers',
         warehousemen's and mechanics' liens and other similar liens arising in
         the ordinary course of business which secure payment of obligations not
         more than 90 days past due or which are being contested in good faith
         by appropriate proceedings and for which adequate reserves shall have
         been set aside on its books.

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<PAGE>

                  (iii)    Liens arising out of pledges or deposits under
         worker's compensation laws, unemployment insurance, old age pensions,
         or other social security or retirement benefits, or similar
         legislation.

                  (iv)     Utility easements, building restrictions and such
         other encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the business of the Company
         or the Subsidiaries.

                  (v)      Liens existing on the Effective Date and described in
         Schedule 6.14 hereto, but no increase in the amount secured thereby as
         reduced from time to time.

                  (vi)     Liens in favor of the Company or any Lien granted by
         any Subsidiary in favor of a Guarantor.

                  (vii)    Liens in favor of the Agent, securing the
         Obligations, granted pursuant to any Collateral Document.

                  (viii)   Liens, whether pursuant to purchase money loans or
         Capitalized Leases, and including those listed on Schedule 6.14,
         securing aggregate Indebtedness of not more than $15,000,000, either
         (A) placed upon equipment or machinery used in the ordinary course of
         business of the Company or any Subsidiary at the time of (or within 20
         days after) the acquisition thereof by the Company or any such
         Subsidiary to secure Indebtedness incurred to pay all or a portion of
         the purchase price thereof, provided that the Lien encumbering the
         equipment or machinery so acquired does not encumber any other assets
         of the Company or any such Subsidiary; or (B) existing on property or
         other assets at the time acquired by the Company or any Subsidiary or
         on assets of a Person at the time such Person first becomes a
         Subsidiary of the Company, provided that (v) any such Liens were not
         created at the time of or in contemplation of the acquisition of such
         assets or Person by the Company or any of its Subsidiaries, (w) in the
         case of any such acquisition of a Person, any such lien attaches only
         to the property and assets of such Person, (x) in the case of any such
         acquisition of property or assets by the Company or any Subsidiary, any
         such Lien attaches only to the property and assets so acquired and not
         to any other property or assets of the Company or any Subsidiary, (y)
         the Indebtedness secured by any such Lien does not exceed 100% of the
         fair market value of the property and assets to which such lien
         attaches, determined at the time of the acquisition of such property or
         assets or the time at which such Person becomes a Subsidiary of the
         Company (except in the circumstances described in this clause (B) above
         to the extent such Liens constituted customary purchase money liens at
         the time of incurrence and were entered into in the ordinary course of
         business).

                  (ix)     Any extension, renewal or replacement (or successive
         extension, renewal, or replacement) in whole or in part, of any Lien
         referred to in the foregoing clauses (i) through (viii) inclusive;
         provided, however, that the principal amount of Indebtedness secured
         thereby shall not exceed the principal amount of Indebtedness so
         secured at the time of such extension, renewal or replacement, and that
         such extension, renewal or replacement shall be limited to all or a
         part of the property which secured the Lien so extended, renewed or
         replaced (plus improvements on such property).

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<PAGE>

                  (x)      Liens on the Common Collateral securing the
         Obligations and Senior Note Obligations on a pro rata basis (in
         accordance with the amount of the Obligations and Senior Note
         Obligations) and subject to the Intercreditor Agreement.

         6.15     Affiliates. Except as described on Schedule 6.15, the Company
will not, and will not permit any Subsidiary to, enter into any transaction
(including, without limitation, the purchase or sale of any Property or service)
with, or make any payment or transfer to, any Affiliate except in the ordinary
course of business and pursuant to the reasonable requirements of the Company's
or such Subsidiary's business and upon fair and reasonable terms (taken as a
whole) no less favorable to the Company or such Subsidiary than the Company or
such Subsidiary would obtain in a comparable arms-length transaction.

         6.16     Dividends. The Company will not, nor will it permit any
Subsidiary to, declare or pay any dividends or make any distributions on its
Capital Stock (other than dividends payable in its own Capital Stock which is
common stock) or redeem, repurchase or otherwise acquire or retire any of its
Capital Stock at any time outstanding, except that (a) any Subsidiary may
declare and pay dividends or make distributions to the Company or to a
Wholly-Owned Subsidiary and (b) such other dividends, redemptions or
distributions, provided that no Default or Unmatured Default exists or would be
caused thereby. The Company will not issue any Disqualified Stock.

         6.17     Amendments of and Payments on Indebtedness. The Company will
not, and will not permit any Subsidiary to, make any amendment or modification
to the indenture, note or other agreement evidencing or governing any
Indebtedness, or directly or indirectly voluntarily prepay, defease or in
substance defease, purchase, redeem, retire or otherwise acquire, any
Indebtedness, other than prepayments by Foreign Subsidiaries of obligations
owing by such Foreign Subsidiaries to Borrowers or Guarantors.

         6.18     Financial Contracts. The Company will not, and will not permit
any Subsidiary to, enter into any Financial Contract for purposes of financial
speculation.

         6.19     Leverage Ratio. The Company shall not permit its Leverage
Ratio to exceed (i) 3.40 to 1.0 as of the end of the first fiscal quarter of the
2004 fiscal year of the Company, (ii) 3.25 to 1.0 as of the end of the second
fiscal quarter of the 2004 fiscal year of the Company, (iii) 3.00 to 1.0 as of
the end of the third fiscal quarter of the 2004 fiscal year of the Company, or
(iv) 2.75 to 1.0 as of the end of any fiscal quarter thereafter; provided that,
after the closing of the ATP Acquisition and in lieu of the foregoing levels,
the Company shall not permit its Leverage Ratio to exceed (a) 3.80 to 1.0 as of
the end of the first fiscal quarter of the 2004 fiscal year of the Company, (b)
3.65 to 1.0 as of the end of the second or third fiscal quarter of the 2004
fiscal year of the Company, (c) 3.25 to 1.0 as of the end of end of the fourth
fiscal quarter of the 2004 fiscal year of the Company or the first fiscal
quarter of the 2005 fiscal year of the Company, (d) 3.00 to 1.0 as of the end of
the second or third fiscal quarter of the 2005 fiscal year of the Company, or
(e) 2.75 to 1.0 as of the end of any fiscal quarter thereafter.

         6.20     Consolidated Adjusted Net Worth. The Company shall maintain at
all times a Consolidated Adjusted Net Worth at least equal to the sum of (a)
$239,751,439 plus (b) 50% of the consolidated net income of the Company and its
Subsidiaries, added as of the last day of each fiscal quarter of the Company
commencing with the fiscal quarter ending December 31, 2003, provided that if
such net income is negative in any fiscal year the amount added for such fiscal
year shall be zero and shall not reduce the amount added for any other fiscal
year, plus (c) 100% of the Net Cash Proceeds received by the Company from the
issuance or other sale of its Capital Stock.

                                       59
<PAGE>

         6.21     Interest Coverage Ratio. The Company shall not permit its
Interest Coverage Ratio to be less than 2.50 to 1.0 as of the last day of any
fiscal quarter of the Company.

         6.22     Negative Pledge Limitation. Except as set forth in the Senior
Note Documents, the Company will not, and will not permit any of its
Subsidiaries to, enter into any agreement with any Person other than the Lenders
pursuant hereto which prohibits or limits the ability of the Company or any
Subsidiary to create, incur, assume or suffer to exist any lien upon any of its
assets, rights, revenues or property, real, personal or mixed, tangible or
intangible, whether now owned or hereafter acquired.

         6.23     Additional Covenants. If at any time a Borrower shall enter
into or be a party to any instrument or agreement with respect to any
Indebtedness which in the aggregate, together with any related Indebtedness,
exceeds $1,000,000, including all such instruments or agreements in existence as
of the date hereof and all such instruments or agreements entered into after the
date hereof, relating to or amending any terms or conditions applicable to any
of such Indebtedness which includes financing or similar covenants not
substantially provided for in this Agreement or more favorable to the lender or
lenders thereunder than those provided for in this Agreement, then such
financial or similar covenants are hereby incorporated by reference into this
Agreement to the same extent as if set forth fully herein, and no subsequent
amendment, waiver, termination or modification thereof shall affect any such
financial or similar covenants incorporated herein.

         6.24.    Capital Expenditures. The Company will not, nor will it permit
any Subsidiary to, expend, or be committed to expend, for capital expenditures
during any one fiscal year on a non-cumulative basis in the aggregate for the
Borrower and its Subsidiaries, an amount in excess of $35,000,000.

                                   ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1      Any representation or warranty made, including without
limitation those deemed made pursuant to Section 4.2, by or on behalf of the
Company or its Subsidiaries to the Lenders or the Agent in any Loan Document, in
connection with any Loan or Facility Letter of Credit, or in any certificate or
information delivered in writing in connection with any Loan Document or in any
certificate or information delivered in writing in connection with any Loan
Document shall be false in any material respect on the date as of which made.

         7.2      Nonpayment of principal of any Loan when due, or nonpayment of
interest on any Loan or of any facility fee within three Business Days after
written notice from the Agent that the same has become due, or nonpayment of any
other obligations under any of the Loan Documents within five days after written
notice from the Agent that the same has become due.

         7.3      The breach by any Borrower of any of the terms or provisions
in Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16,
6.17, 6.18, 6.19, 6.20 or 6.21.

         7.4      The breach by any Borrower or Guarantor (other than a breach
which constitutes a Default under Section 7.1, 7.2 or 7.3) of any of the terms
or provisions of this Agreement or any other Loan Document which is not remedied
within 30 days after written notice from the Agent.

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<PAGE>

         7.5      Failure of the Company or any of its Subsidiaries to pay when
due any Indebtedness or Rate Hedging Obligations aggregating in excess of
$5,000,000 ("Material Indebtedness"); or the default by the Company or any of
its Subsidiaries in the performance of any term, provision or condition
contained in any agreement under which any such Material Indebtedness was
created or is governed, or any other event shall occur or condition exist, the
effect of which is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Company or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Company or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

         7.6      The Company or any of its Subsidiaries, shall (i) have an
order for relief entered with respect to it under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to adjudicate it a bankrupt or
insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or its debts or seeking similar
relief under any law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency or reorganization or relief of debtors or similar
proceeding or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate,
company or other action to authorize or effect any of the foregoing actions set
forth in this Section 7.6 or (vi) fail to contest in good faith any appointment
or proceeding described in Section 7.7.

         7.7      Without its application, approval or consent, a receiver,
trustee, examiner, liquidator or similar official shall be appointed for the
Company or any of its Subsidiaries or any Substantial Portion of their
respective Property, or a proceeding described in Section 7.6(iv) shall be
instituted against the Company or any of its Subsidiaries and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for
a period of 60 consecutive days.

         7.8      Any court, government or governmental agency shall without
appropriate compensation condemn, seize or otherwise appropriate, or take
custody or control of (each a "Condemnation"), all or any portion of the
Property of the Company or any of its Subsidiaries which, when taken together
with all other Property of the Company and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such Condemnation occurs, constitutes
a Substantial Portion and is reasonably likely to have a Material Adverse
Effect.

         7.9      The Company or any of its Subsidiaries shall fail within 90
days to pay, bond or otherwise discharge any judgment or order for the payment
of money in excess of $5,000,000 in aggregate amount for the Company and its
Subsidiaries, which is not stayed on appeal.

         7.10     Any member of the Controlled Group shall fail to pay when due
an amount or amounts aggregating in excess of $5,000,000 which it shall have
become liable to pay under Title IV of ERISA; or notice of intent to terminate a
Single Employer Plan with Unfunded Liabilities in excess of $5,000,000 (a
"Material Plan") shall be filed under Section 4041(c) of ERISA by any member of
the Controlled Group, any plan administrator or any combination of the
foregoing; or PBGC shall institute proceedings under Title IV of ERISA to
terminate, to impose liability (other than for premiums under Section 4007 of

                                       61
<PAGE>

ERISA) in respect of, or to cause a trustee to be appointed to administer any
Material Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or there shall occur a complete or partial withdrawal from, or a
default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one
or more Multiemployer Plans which causes one or more members of the Controlled
Group to incur a current payment obligation in excess of $5,000,000 in aggregate
amount for the Controlled Group.

         7.11     The Company or any of its Subsidiaries shall be the subject of
any proceeding or investigation pertaining to the release by the Company or any
of its Subsidiaries, or any other Person of any toxic or hazardous waste or
substance into the environment, or any violation of any applicable foreign,
federal, state or local environmental, health or safety law or regulation,
which, in either case, could reasonably be expected to have a Material Adverse
Effect.

         7.12     The occurrence of any Change of Control.

         7.13.    The occurrence of any "default", as defined in any Collateral
Document, or the breach of any of the terms or provisions of any Collateral
Document, which default or breach continues beyond any period of grace therein
provided.

         7.14.    Any Collateral Document shall for any reason fail to create a
valid and perfected first priority security interest in any collateral purported
to be covered thereby, except as permitted by the terms of any Collateral
Document, or any Collateral Document shall fail to remain in full force or
effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document.

         7.15     Any Guaranty shall fail to remain in full force or effect or
any action shall be taken to discontinue or assert the invalidity or
unenforceability of any Guaranty by any Guarantor, or any Guarantor shall fail
to comply with any of the terms or provisions of any Guaranty to which it is a
party, or any Guarantor denies that it has any further liability under any
Guaranty to which it is a party, or gives notice to such effect.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1      Acceleration. (a) If any Default described in Section 7.6 or
7.7 occurs, (i) the obligations of the Lenders to make Loans hereunder and the
obligations of the Issuers to issue Facility Letters of Credit shall
automatically terminate and the Obligations shall immediately become due and
payable without presentment, demand, protest or notice of any kind, all of which
the Borrowers hereby expressly waive and without any election or action on the
part of the Agent or any Lender and (ii) each Borrower will be and become
thereby unconditionally obligated, without the need for demand or the necessity
of any act or evidence, to deliver to the Agent, at its address specified
pursuant to Article XIV, for deposit into the Letter of Credit Collateral
Account, an amount (the "Collateral Shortfall Amount") equal to the excess, if
any, of

         (A)      100% of the sum of the aggregate maximum amount remaining
available to be drawn under the Facility Letters of Credit requested by such
Borrower (assuming compliance with all conditions for drawing thereunder) issued
by an Issuer and outstanding as of such time, over

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         (B)      the amount on deposit for such Borrower in the Letter of
Credit Collateral Account at such time that is free and clear of all rights and
claims of third parties (other than the Agent and the Lenders) and that has not
been applied by the Lenders against the Obligations of such Borrower.

         (b)      If any Default occurs and is continuing (other than a Default
described in Section 7.6 or 7.7), (i) the Required Lenders may terminate or
suspend the obligations of the Lenders to make Loans and the obligation of the
Issuers to issue Facility Letters of Credit hereunder, or declare the
Obligations to be due and payable, or both, whereupon (if so declared) the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrowers hereby
expressly waive and (ii) the Required Lenders may, upon notice delivered to the
Borrowers with outstanding Facility Letters of Credit and in addition to the
continuing right to demand payment of all amounts payable under this Agreement,
make demand on each such Borrower to deliver (and each such Borrower will,
forthwith upon demand by the Required Lenders and without necessity of further
act or evidence, be and become thereby unconditionally obligated to deliver), to
the Agent, at its address specified pursuant to Article XIV, for deposit into
the Letter of Credit Collateral Account an amount equal to the Collateral
Shortfall Amount payable by such Borrower.

         (c)      If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrowers with outstanding Facility
Letters of Credit to deliver (and each such Borrower will, forthwith upon demand
by the Agent and without necessity of further act or evidence, be and become
thereby unconditionally obligated to deliver), to the Agent as additional funds
to be deposited and held in the Letter of Credit Collateral Account an amount
equal to such Collateral Shortfall Amount payable by such Borrower at such time.

         (d)      The Agent may at any time or from time to time after funds are
deposited in the Letter of Credit Collateral Account, apply such funds to the
payment of the Obligations of the relevant Borrowers and any other amounts as
shall from time to time have become due and payable by the relevant Borrowers to
the Lenders under the Loan Documents.

         (e)      Neither the Borrowers nor any Person claiming on behalf of or
through the Borrowers shall have any right to withdraw any of the funds held in
the Letter of Credit Collateral Account. After all of the Obligations have been
indefeasibly paid in full, any funds remaining in the Letter of Credit
Collateral Account shall be returned by the Agent to the applicable Borrower(s)
or paid to whoever may be legally entitled thereto at such time.

         (f)      The Agent shall exercise reasonable care in the custody and
preservation of any funds held in the Letter of Credit Collateral Account and
shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Agent accords its own property, it
being understood that the Agent shall not have any responsibility for taking any
necessary steps to preserve rights against any Persons with respect to any such
funds.

         8.2      Amendments.

         8.2.1    Subject to the provisions of this Article VIII, the Required
Lenders (or the Agent with the consent in writing of the Required Lenders) and
the Borrowers may enter into agreements supplemental hereto for the purpose of
adding or modifying any provisions to the Loan Documents or changing in any
manner the rights of the Lenders or the Borrowers hereunder or waiving any
Default hereunder; provided, however, that no Lender's Commitment may be
modified without such Lender's

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written consent and, provided, further, that no such supplemental agreement
shall, without the consent of each Lender:

         (a)      Extend the final maturity of any Loan, Note or Reimbursement
Obligation or postpone any regularly scheduled payment of principal of any Loan
or forgive all or any portion of the principal amount thereof, or reduce the
rate or extend the time of payment of interest or fees thereon.

         (b)      Reduce the percentage specified in the definition of Required
Lenders.

         (c)      Extend the Facility Termination Date, or reduce the amount or
extend the payment date for, the mandatory payments required under Section 2.6,
or increase the amount of the Aggregate Commitments other than as allowed under
Section 2.19, or permit any Borrower to assign its rights under this Agreement.

         (d)      Amend this Section 8.2.1.

         (e)      Release any Borrower or any Guarantor which is the Company or
a Significant Subsidiary or, except as provided in this Agreement or the
Collateral Documents, release all or any material amount of the Collateral.

Notwithstanding the foregoing, (i) no modification or waiver of any provision of
this Agreement relating to the Agent shall be effective without the written
consent of the Agent; (ii) no modification or waiver of any provision of this
Agreement relating to the Issuer shall be effective without the written consent
of the Issuer; (iii) no increase in the amount of any Non-Pro Rata
Sub-Commitment of any Non-Pro Rata Lender hereunder shall be effective without
the written consent of such Non-Pro Rata Lender; (iv) the Agent may waive
payment of the fee required under Section 13.3.2 without obtaining the consent
of any other party to this Agreement; and (v) any Lender's Commitment may be
increased or decreased (subject to clause (c) above) with the written consent of
such Lender, the Agent and the Company, any Lender may removed as a Lender
hereunder with the written consent of such Lender, the Agent and the Company and
any Person may added as a Lender hereunder with the written consent of such
Person, the Agent and the Company and subject to the execution of such
supplemental agreements and documents required by the Agent.

         8.2.2    In addition to the above amendments, Schedule 1.1(b) may be
amended as follows:

                  (i)      Schedule 1.1(b) will be automatically amended to add
         Subsidiaries of the Company as additional Foreign Subsidiary Borrowers
         upon (A) execution and delivery by the Company, any such Foreign
         Subsidiary Borrower and the Agent, of a Joinder Agreement providing for
         any such Subsidiary to become a Foreign Subsidiary Borrower, (B)
         delivery to the Agent of (a) a Foreign Subsidiary Opinion in respect of
         such additional Foreign Subsidiary Borrower and (b) such other
         documents with respect thereto as the Agent shall reasonably request
         and (c) the written approval of the Agent in its sole discretion.

                  (ii)     Schedule 1.1(b) will be automatically amended to
         remove any Subsidiary as a Foreign Subsidiary Borrower upon (A) written
         notice by the Company to the Agent to such effect and (B) repayment in
         full of all outstanding Loans and all other obligations pursuant to any
         Loan Document of such Foreign Subsidiary Borrower.

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<PAGE>

         8.2.3    In addition to above amendments, Schedule 1.1(a) may be
amended by the Agent to alter the Non-Pro Rata Sub-Commitments in accordance
with Section 2.1(d) or the Commitments in accordance with Section 2.19 or 8.2.1,
and shall be deemed automatically amended each time the Agent sends a revised
Schedule 1.1(a) to the Lenders and the Company pursuant to this Agreement.

         8.2.4    Notwithstanding anything herein to the contrary, any
Defaulting Lender shall not be entitled to vote (whether to consent or to
withhold its consent) with respect to any amendment, modification, termination
or waiver and, for purposes of determining the Required Lenders and the Required
Lenders, the Commitments and the Loans of such Defaulting Lender shall be
disregarded and the Agent shall have the ability, but not the obligation, to
replace any such Defaulting Lender with another lender or lenders.

         8.3      Equalization of Credit Exposure. Upon the occurrence of a
Default under Section 7.2, 7.6 or 7.7, (i) each Advance denominated in an Agreed
Foreign Currency shall, automatically and with no further action required, be
converted into the U.S. Dollar Equivalent of such amount and on and after such
date all amounts accruing and owed to any Lender in respect of such Obligations
shall accrue and be payable in U.S. Dollars at the rates otherwise applicable
hereunder, and (ii) each Lender shall be deemed to have purchased, without
recourse or warranty, participation interests in the other Lender's Advances
and/or take such other reasonable actions and make such other equitable
adjustments among the Lenders as reasonably agreed to by the Lenders, to ensure
that each Lender holds a portion (its "Equalized Share") of the Aggregate Credit
Exposure determined based the ratio of such Lender's Commitment to the Aggregate
Commitment (if the Commitments have been terminated, the amount of any
Commitment for the purposes of this Section 8.3 shall be deemed equal to the
amount of such Commitment immediately prior to its termination), it being the
intent of the Lenders that following such participations, equalization payments
and other actions in connection therewith, each Lender shall hold, whether
through participation or directly, a share of the Aggregate Credit Exposure
equal to its Equalized Share. The Lenders and the Agent agree to promptly
execute any further documents and make such payments, if any, among themselves
to accomplish such equalization.

         8.4      Preservation of Rights. No delay or omission of the Lenders or
the Agent to exercise any right under the Loan Documents shall impair such right
or be construed to be a waiver of any Default or an acquiescence therein, and
the making of a Loan notwithstanding the existence of a Default or the inability
of the Borrowers to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Obligations have been paid in
full.

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<PAGE>

                                   ARTICLE IX

                                    GUARANTEE

         9.1      Guarantee. (a) The Company hereby unconditionally and
irrevocably guarantees to the Agent and the Lenders and their respective
successors, endorsees, transferees and assigns, the prompt and complete payment
and performance by the Foreign Subsidiary Borrowers when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations owing by such
Foreign Subsidiary Borrowers.

         (b)      The Company further agrees to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of
counsel) which are paid or incurred by the Agent, or any Lender in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, the Company under this Section. This Section
shall remain in full force and effect until the Obligations are paid in full and
the Commitments are terminated, notwithstanding that from time to time prior
thereto the Borrowers may be free from any Obligations.

         (c)      No payment or payments made by any Borrower or any other
Person or received or collected by the Agent or any Lender from any Borrower or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application, at any time or from time to time, in reduction of
or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Company hereunder which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.

         (d)      The Company agrees that whenever, at any time, or from time to
time, it shall make any payment to the Agent or any Lender on account of its
liability under this Section, it will notify the Agent and such Lender in
writing that such payment is made under this Section for such purpose.

         9.2      No Subrogation. Notwithstanding any payment or payments made
by the Company hereunder, or any set-off or application of funds of the Company
by the Agent or any Lender, the Company shall not be entitled to be subrogated
to any of the rights of the Agent or any Lender against the Borrowers or against
any collateral security or guarantee or right of offset held by the Agent or any
Lender for the payment of the Obligations, nor shall the Company seek or be
entitled to seek any contribution or reimbursement from the Borrowers in respect
of payments made by the Company hereunder, until all amounts owing to the Agent
and the Lenders by the Borrowers on account of the Obligations are paid in full
and the Commitments are terminated. If any amount shall be paid to the Company
on account of such subrogation rights at any time when all of the Obligations
shall not have been paid in full, such amount shall be held by the Company in
trust for the Agent and the Lenders, segregated from other funds of the Company,
and shall, forthwith upon receipt by the Company, be turned over to the Agent in
the exact form received by the Company (duly endorsed by the Company to the
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as Agent may determine. The provisions of this
paragraph shall survive the termination of this Agreement and the payment in
full of the Obligations and the termination of the Commitments.

         9.3      Amendments, etc. with respect to the Obligations; Waiver of
Rights. The Company shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Company, and without notice to or
further assent by the Company, any demand for payment of any of the

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Obligations made by the Agent or the Required Lenders may be rescinded by the
Agent or the Required Lenders, and any of the Obligations continued, and the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Agent or the Required Lenders, and any Loan Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, in accordance with
the provisions thereof as the Agent (or the Required Lenders, as the case may
be) may deem advisable from time to time, and any collateral security, guarantee
or right of offset at any time held by the Agent or any Lender for the payment
of the Obligations may be sold, exchanged, waived, surrendered or released. None
of the Agent or any Lender shall have any obligation to protect, secure, perfect
or insure any Lien at any time held by it as security for the Obligations or for
this Agreement or any property subject thereto. When making any demand hereunder
against the Company, the Agent or any Lender may, but shall be under no
obligation to, make a similar demand on any other Borrower or any other
guarantor, and any failure by the Agent or any Lender to make any such demand or
to collect any payments from any other Borrower or any such other guarantor or
any release of the Borrowers or such other guarantor shall not relieve the
Company of its obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
the Agent or any Lender against the Company. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings.

         9.4      Guarantee Absolute and Unconditional. The Company waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Agent or any Lender upon
this Agreement or acceptance of this Agreement; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Agreement; and
all dealings among the Borrowers, on the one hand, and the Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon this Agreement. The Company waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Foreign Subsidiary Borrowers and the Company with respect to the
Obligations. This Article IX shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of this Agreement, any other Loan Document, any of
the Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the
Agent or any Lender, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance by any Borrower) which may at any time be
available to or be asserted by any Borrower against the Agent or any Lender, or
(c) any other circumstance whatsoever (with or without notice to or knowledge of
any Borrower) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrowers for the Obligations, or of the
Company under this Section 9.4, in bankruptcy or in any other instance (other
than a defense of payment or performance by the Borrowers). When pursuing its
rights and remedies hereunder against the Company, the Agent and any Lender may,
but shall be under no obligation to, pursue such rights and remedies as it may
have against any Borrower or any other Person or against any collateral security
or guarantee for the Obligations or any right of offset with respect thereto,
and any failure by the Agent or any Lender to pursue such other rights or
remedies or to collect any payments from the Borrowers or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrowers or any such other Person
or of any such collateral security, guarantee or right of offset, shall not
relieve the Company of any liability hereunder, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of
law, of the Agent or any Lender against the Company. This Article IX shall
remain in full force and effect and be binding in accordance with and to the
extent of its terms upon the Company and its successors and assigns, and shall
inure to the benefit of the Agent and the Lenders, and their respective
successors, indorsees, transferees and assigns, until all

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the Obligations and the obligations of the Company under this Agreement shall
have been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Borrowers may be free from any Obligations.

         9.5      Reinstatement. This Article IX shall continue to be effective,
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Obligations is rescinded or must otherwise be restored or
returned by the Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
Trustee or similar officer for, any Borrower or any substantial part of its
property, or otherwise, all as though such payments had not been made.

         9.6      Payments. The Company hereby agrees that all payments required
to be made by it hereunder will be made to the Agent without set-off or
counterclaim in accordance with the terms of the Obligations, including, without
limitation, in the currency in which payment is due.

                                    ARTICLE X

                               GENERAL PROVISIONS

         10.1     Survival of Representations. All representations and
warranties of the Borrowers Lenders, and Issuers contained in this Agreement
shall survive delivery of the Loan Documents and the making of the Loans herein
contemplated.

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

         10.3     Taxes. Any taxes (excluding income taxes and franchise taxes
(imposed in lieu of income taxes), imposed on the Agent or any Lender as a
result of a present or former connection between the Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document)) or other similar assessments or
charges made by any governmental or revenue authority in respect of the Loan
Documents shall be paid by the Company, together with interest and penalties, if
any.

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

         10.5     Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrowers, the Agent and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the Agent
and the Lenders relating to the subject matter thereof other than any fee
letters among any Borrowers and either of the Agent or Arranger and any other
agreements of any of the Borrowers with the Agent which survive the execution of
the Loan Documents.

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

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

         10.7     Expenses; Indemnification. (i) The Borrowers shall reimburse
the Agent and the Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent) paid or
incurred by the Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration (including, without limitation, preparation of the reports
described below) of the Loan Documents. The Borrowers also agree to reimburse
the Agent, the Arranger and the Lenders for any reasonable costs, internal
charges and out-of-pocket expenses (including reasonable attorneys' fees and
time charges of attorneys for the Agent, the Arranger and the Lenders, which
attorneys may be employees of the Agent, the Arranger or the Lenders) paid or
incurred by the Agent, the Arranger or any Lender in connection with the
collection and enforcement of the Loan Documents. The Borrowers acknowledge and
agree that from time to time the Agent may prepare and may distribute to the
Lenders (but shall have no obligation or duty to prepare or to distribute to the
Lenders) certain audit reports (the "Reports") pertaining to any Borrower's and
Guarantors' assets for internal use by the Agent from information furnished to
it by or on behalf of the Borrowers, after the Agent has exercised its rights of
inspection pursuant to this Agreement; provided that, if any Lender requests
copies of any future similar Reports which the Agent has prepared, then the
Agent will provide such reports to such Lender provided that such Lender has
executed an indemnity agreement acceptable to the Agent. The Borrowers further
acknowledge and agree that the Agent or any of its agents or representatives may
conduct comprehensive field audits of its books, records, properties and assets
and of the books, records properties and assets of each Subsidiary of the
Company, including without limitation all Collateral subject to the Collateral
Documents, at the Borrowers' expense, provided that prior to the occurrence of a
Default no more than one such comprehensive field audits shall be conducted in
any fiscal year.

                  (ii)     The Borrowers hereby further agree to indemnify the
Agent, the Arranger and each Lender, and their respective directors, officers
and employees against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of
litigation or preparation therefor whether or not the Agent, the Arranger or any
Lender is a party thereto) which any of them may pay or incur at any time
arising out of or relating to this Agreement, the other Loan Documents, the
transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Loan or Facility Letters of Credit
hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrowers under this Section 10.7 shall
survive the termination of this Agreement.

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

         10.9.    Accounting. (i) Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall (unless otherwise disclosed to the
Lenders in writing at the time of delivery thereof in the manner described in
subsection (ii) below) be prepared, in accordance with Agreement Accounting
Principles (subject, in the case of financial statements which are not fiscal
year end statements, to the absence of footnotes and year-end audit
adjustments); provided that, if the Company notifies the Agent that it wishes to
amend any covenant in Article VI to eliminate the

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effect of any change in Agreement Accounting Principles (or if the Agent
notifies the Company that the Agent or the Required Lenders wish to amend
Article VI for such purpose), then the Company's compliance with such covenants
shall be determined on the basis of Agreement Accounting Principles in effect
immediately before the relevant change in Agreement Accounting Principles became
effective until either such notice is withdrawn or such covenant or any such
defined term is amended in a manner satisfactory to the Company and the Required
Lenders. Notwithstanding anything herein, in any financial statements of the
Company or in Agreement Accounting Principles to the contrary, for purposes of
calculating and determining compliance with the financial covenants in Section
6.19 and determining the Applicable Margin and Applicable Fee Rate, including
defined terms used therein, the Recapitalization and any Acquisitions made by
the Company or any of its Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
period for which such financial covenants and the Applicable Margin and
Applicable Fee Rate were calculated shall be deemed to have occurred on the
first day of the relevant period for which such financial covenants and the
Applicable Margin and Applicable Fee Rate were calculated on a pro forma basis
acceptable to the Agent.

                  (ii)     The Company shall deliver to the Lenders at the same
time as the delivery of any annual financial statement under Section 5.1(i) and
(ii) (x)a description in reasonable detail of any material variation between the
application or other modification of accounting principles employed in the
preparation of such statement and the application or other modification of
accounting principles employed in the preparation of the immediately prior
annual or monthly financial statements as to which no objection has been made in
accordance with the last sentence of subsection (i) above and (y) reasonable
estimates of the difference between such statements arising as a consequence
thereof.

                  (iii)    To enable the ready and consistent determination of
compliance with the covenants set forth in Article VI hereof, the Company will
not change the last day of its fiscal year from on or about December 31 of each
year, or the last days of the first three fiscal quarters in each of its fiscal
years from on or about March 31, June 30 and September 30 of each year,
respectively.

                  (iv)     The Company agrees to take all necessary action,
including without limitation any necessary acknowledgments or consents from the
Company's auditors as may be required under applicable law, to ensure that the
Agent and the Lenders may rely on the audited financial statements of the
Company and its Subsidiaries, including the most recent audited financial
statements delivered to the Agent before the Effective Date and all audited
financial statements delivered to the Agent after the Effective Date

                  (v)      For purposes of Article VI (including any baskets or
limitations expressed in U.S. Dollars therein) of this Agreement, any
Indebtedness, Investment or other amount made or incurred in any currency other
than U.S. Dollars shall be deemed to be the U.S. Dollar Equivalent thereof.

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

         10.11    Nonliability of Lenders. The relationship between the
Borrowers and the Lenders and the Agent shall be solely that of borrower and
lender. Neither the Agent nor any Lender shall have any fiduciary
responsibilities to any Borrower. Neither the Agent nor any Lender undertakes
any

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responsibility to any Borrower to review or inform any Borrower of any matter in
connection with any phase of such Borrower's business or operations. Each
Borrower agrees that neither the Agent nor any Lender shall have liability to
any Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by any Borrower in connection with, arising out of, or in any way
related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined by a court of competent jurisdiction in a
final and non-appealable order that such losses resulted from the gross
negligence or willful misconduct of, or violation of applicable laws or any of
the Loan Documents by, the party from which recovery is sought. Neither the
Agent nor any Lender shall have any liability with respect to, and each Borrower
hereby waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Borrowers in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

         10.12    Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, and will not disclose or use for any purpose other than its credit
evaluation under this Agreement such confidential information, except for
disclosure: (i) to any Transferee or prospective Transferee to the extent
provided in Section 13.4; (ii) to legal counsel, accountants and other
professional advisors to that Lender to the extent necessary to advise that
Lender concerning its rights or obligations in respect of this Agreement;
provided that such professional advisor agrees to hold any confidential
information which it may receive in confidence and not to disclose or use such
confidential information for any purpose other than advising that Lender with
respect to its rights and obligations under this Agreement; (iii) to regulatory
officials to the extent required by applicable law, rule, regulations, order,
policy or directive (whether or not any such policy or directive has the force
of law); and (iv) pursuant to any order of any court, arbitrator or Governmental
Authority of competent jurisdiction (or as otherwise required by law); provided,
however, that the Lender (or other Person given confidential information by such
Lender) shall provide the Company with prompt notice of any such required
disclosure so that the Company may seek a protective order or other appropriate
remedy, and in the event that such protective order or other remedy is not
obtained, such Lender (or such other Person) will furnish only that portion of
the confidential information which is legally required. Without limiting Section
10.5, the Borrowers agrees that the terms of this Section 10.12 shall set forth
the entire agreement between the Borrowers and each Lender (including the Agent)
with respect to any confidential information previously or hereafter received by
such Lender in connection with this Agreement, and this Section 10.12 shall
supersede any and all prior confidentiality agreements entered into by such
Lender with respect to such confidential information. Notwithstanding anything
herein to the contrary, confidential information shall not include, and each
party to any of the Loan Documents and their respective Affiliates (and the
respective partners, directors, officers, employees, advisors, representatives
and other agents of each of the foregoing and their Affiliates) may disclose to
any and all Persons, without limitation of any kind, (i) any information with
respect to the U.S. federal and state income tax treatment of the transactions
contemplated hereby and any facts that may be relevant to understanding such tax
treatment, which facts shall not include for this purpose the names of the
parties or any other Person named herein, or information that would permit
identification of the parties or such other Persons, or any pricing terms or
other nonpublic business or financial information that is unrelated to such tax
treatment or facts, and (ii) all materials of any kind (including opinions or
other tax analyses) relating to such tax treatment or facts that are provided to
any of the Persons referred to above, and it is hereby confirmed that each of
the Persons referred to above has been authorized to make such disclosures since
the commencement of discussions regarding the transactions contemplated hereby.

         10.13    Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any Margin Stock for the repayment of the Loans
provided for herein.

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         10.14.   USA PATRIOT ACT NOTIFICATION. The following notification is
provided to the Borrowers pursuant to Section 326 of the USA Patriot Act of
2001, 31 U.S.C. Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for a
Borrower: When a Borrower opens an account, if a Borrower is an individual,
Agent and the Lenders will ask for such Borrower's name, residential address,
tax identification number, date of birth, and other information that will allow
Agent and the Lenders to identify such Borrower, and, if such Borrower is not an
individual, Agent and the Lenders will ask for such Borrower's name, tax
identification number, business address, and other information that will allow
Agent and the Lenders to identify such Borrower. Agent and the Lenders may also
ask, if a Borrower is an individual, to see such Borrower's driver's license or
other identifying documents, and, if a Borrower is not an individual, to see
such Borrower's legal organizational documents or other identifying documents.

                                   ARTICLE XI

                                    THE AGENT

         11.1     Appointment; Nature of Relationship. Bank One is hereby
appointed by the Lenders as the Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents. The Agent agrees to act as
such contractual representative upon the express conditions contained in this
Article XI. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

         11.2     Powers. The Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to the Agent by the terms
of each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall not have any implied duties to the Lenders, or any obligation to
the Lenders to take any action thereunder except any action specifically
provided by the Loan Documents to be taken by the Agent.

         11.3     General Immunity. Neither Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for (a) any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of

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competent jurisdiction to have arisen from the gross negligence or willful
misconduct of such Person; or (b) any determination by the Agent that compliance
with any law or any governmental or quasi-governmental rule, regulation, order,
policy, guideline or directive (whether or not having the force of law) requires
the Advances and Commitments hereunder to be classified as being part of a
"highly leveraged transaction".

         11.4     No Responsibility for Loans, Recitals, etc. Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (i) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (ii) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (iii) the satisfaction of any condition specified in Article IV; (iv)
the validity, enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (v) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; (vi) the existence or possible existence of any
Default or Unmatured Default; or (vii) the financial condition of any Borrower
or Guarantor or any of their respective Subsidiaries. The Agent shall not have
any duty to disclose to the Lenders information that is not required to be
furnished by the Borrowers to the Agent at the time, but is voluntarily
furnished by the Borrowers to the Agent (either in its capacity as the Agent or
in its individual capacity).

         11.5     Action on Instructions of Lenders. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Loan Document in accordance with written instructions signed by
the Required Lenders (or all Lenders if required under Section 8.2.1), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all holders of the Obligations. The Lenders
hereby acknowledge that the Agent shall not be under any duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Required Lenders. The Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction by the Lenders
pro rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

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

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

         11.8     Agent's Reimbursement and Indemnification. The Lenders agree
to reimburse and indemnify (to the extent not reimbursed by a Borrower and
without limiting the obligation of any Borrower to do so) the Agent ratably in
proportion to the U.S. Dollar Equivalent of their respective

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Commitments (or, if the Commitments have been terminated, in proportion to the
U.S. Dollar Equivalent of their respective Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Company for which the
Agent is entitled to reimbursement by the Company or the other Borrowers under
the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf
of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Agent in connection with any
dispute between the Agent and any Lender or between two or more of the Lenders)
and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by or asserted
against the Agent in connection with any dispute between the Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms thereof or of any such other documents, provided that no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent. The
obligations of the Lenders under this Section 11.8 shall survive payment of the
Obligations and termination of this Agreement.

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

         11.10    Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document as any Lender and may exercise the same as though it were not an Agent,
and the term "Lender" or "Lenders" shall, at any time when the Agent is a
Lender, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Company or any of its Subsidiaries in which the Company
or such Subsidiary is not restricted hereby from engaging with any other Person.

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

         11.12    Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of a successor Agent or, if no such successor
Agent has been appointed, forty-five days after the retiring Agent gives notice
of its intention to resign. The Agent may be removed at any time with or without
cause by written notice received by the Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any
such resignation or removal, the Required Lenders shall

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have the right to appoint, on behalf of the Borrowers and the Lenders, a
successor Agent to the Agent. If no such successor Agent shall have been so
appointed by the Required Lenders within thirty days after such resigning
Agent's giving notice of its intention to resign, then such resigning Agent may
appoint, on behalf of the Company and the Lenders, a successor Agent for itself.
If the Agent has resigned or been removed and no successor Agent has been
appointed, the Lenders may perform all the duties of the Agent hereunder and the
Company shall make all payments in respect of the Obligations to the applicable
Lender and for all other purposes shall deal directly with the Lenders. No
successor Agent shall be deemed to be appointed hereunder until such successor
Agent has accepted the appointment. Any such successor Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000.
Upon the acceptance of any appointment as an Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the resigning or removed Agent.
Upon the effectiveness of the resignation or removal of the Agent, the resigning
or removed Agent shall be discharged from its duties and obligations hereunder
and under the Loan Documents. After the effectiveness of the resignation or
removal of an Agent, the provisions of this Article XI shall continue in effect
for the benefit of the Agent in respect of any actions taken or omitted to be
taken by it while it was acting as an Agent hereunder and under the other Loan
Documents.

         11.13    Collateral Management. The Agent is hereby authorized on
behalf of all the Lenders, without the necessity of any further consent from any
Lender, from time to time prior to a Default, to take any action with respect to
the Collateral or the Collateral Documents which may be necessary (i) to perfect
and maintain perfected the security interest in and liens upon the Collateral
granted pursuant to the Collateral Documents; and (ii) to release portions of
the Collateral from the security interests and liens imposed by the Collateral
Documents in connection with any dispositions of such portions of the Collateral
permitted by this Agreement. In the event that the Company desires to sell or
otherwise dispose of any assets and such sale or disposition is permitted by
this Agreement, the Agent shall, upon timely notice from the Company and the
payment to the Agent of the Net Cash Proceeds of such sale or disposition to the
extent required under this Agreement, release such portions of the Collateral
from the security interests and liens imposed by the Collateral Documents as may
be specified by the Company in order for the Company or its Subsidiaries to
consummate such proposed sale or disposition, provided that at or prior to the
time of such proposed sale or disposition no Default or Unmatured Default shall
have occurred and be continuing, including, without limitation, any Unmatured
Default or Default that would arise upon consummation of such sale or
disposition. For purposes of the preceding sentence, the Company shall give
timely notice to the Agent of such sale or disposition, not less than ten
Business Days prior to the date of such proposed sale or disposition. If such
sale or disposition would cause a prepayment under this Agreement, the Company
shall furnish to the Agent an Officers' Certificate setting forth in reasonable
detail the circumstances of such proposed sale or disposition (including a
description of the Collateral to be sold or otherwise disposed of, the
consideration (if any) to be received and such information as may be required
regarding compliance with the relevant provisions of this Agreement, including
the amount of any required prepayment hereunder and (if relevant) the approval
of the price of such sale as to the fair market value). The Lenders hereby
empower and authorize the Agent to execute and deliver to the Borrowers on their
behalf the Collateral Documents and all related financing statements and any
financing statements, agreements, documents or instructions as shall be
necessary or appropriate to effect the purposes of the Collateral Documents. The
Lenders hereby empower and authorize the Agent to execute and deliver to the
Borrowers on their behalf any agreements, documents or instruments as shall be
necessary or appropriate to effect any releases of Collateral which shall be
permitted by the terms hereof or of any other Loan Document or which shall
otherwise have been approved by the Required Lenders (or, if required by the
terms of Section 8.2, all of the Lenders) in writing.

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         11.14    Right to Indemnity. The Agent shall be fully justified in
failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

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

         11.16    Documentation Agent, Syndication Agent, etc. Neither of the
Lenders identified or designated in this Agreement as the Documentation Agent or
the Syndication Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, neither of such Lenders shall
have or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to such Lenders as it makes
with respect to the Agent in Section 11.11.

                                   ARTICLE XII

                        SETOFF; ADJUSTMENTS AMONG LENDERS

         12.1     Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Lender to or for the credit or account of any Borrower may be offset and
applied toward the payment of the Obligations owing to such Lender by such
Borrower.

         12.2     Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Obligations owing from a Borrower
(other than payments received pursuant to Section 3.1, 3.2, 3.4, 3.6 or 10.7) in
a greater proportion than that received by any other Lender on its Obligations
owing from such Borrower, such Lender agrees, promptly upon demand, to purchase
a portion of the Advances to such Borrower held by the other Lenders so that
after such purchase each Lender will hold its ratable proportion of Advances to
such Borrower. If any Lender, whether in connection with setoff or amounts which
might be subject to setoff or otherwise, receives collateral or other protection
for its Obligations or such amounts which may be subject to setoff, such Lender
agrees, promptly upon demand, to take such action necessary such that all
Lenders share in the benefits of such collateral ratably in proportion to their
Aggregate Credit Exposure (in accordance with the formula set forth in the next
sentence). In addition to the equalization accomplished by the first two
sentences of this Section 12.2, if any Lender receives the proceeds of any
Collateral upon and during the continuance of any Default, including without
limitation in connection with any enforcement of remedies hereunder, in a
greater proportion (based on the ratio of such Lender's Aggregate Credit
Exposure (as calculated in U.S. Dollars based on the U.S. Dollar Equivalent of
such amount on the date of acceleration of the Obligations pursuant to Section
8.1) to the sum of the Aggregate Credit Exposure of all Lenders (as calculated
in U.S. Dollars based on the U.S. Dollar Equivalent of such amount on the date
of acceleration of the Obligations pursuant to Section 8.1)) than that received
by any other Lender, such Lender and all other Lenders agree to purchase
participation interests in other Lenders' Aggregate Credit Exposure and/or take
such other reasonable actions and make

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such other equitable adjustments among the Lenders as reasonably agreed to by
the Lenders, to ensure that each Lender receives its proportionate share (based
on its U.S. Dollar Equivalent share of the Aggregate Credit Exposure of all
Lenders) of all such proceeds of Collateral. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

                                  ARTICLE XIII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1     Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) the
Borrowers shall not have the right to assign their rights or obligations under
the Loan Documents and (ii) any assignment by any Lender must be made in
compliance with Section 13.3. Notwithstanding clause (ii) of this Section, any
Lender may at any time, without the consent of the Borrowers or the Agent,
assign all or any portion of its rights under this Agreement, and the Loan
Documents to a Federal Reserve Bank; provided, however, that no such assignment
to a Federal Reserve Bank shall release the transferor Lender from its
obligations hereunder. The Agent may treat the payee of any Loan Document as the
owner thereof for all purposes hereof unless and until such payee complies with
Section 13.3 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Agent. Any assignee
or transferee of any of the Advances or a Note agrees by acceptance thereof to
be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of any of the Advances or a holder
of any Note, shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Note or of any Note or Notes issued in exchange
therefor.

         13.2     Participations.

         13.2.1   Permitted Participants; Effect. Subject to Section 13.4, any
Lender may, in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks or other entities
("Participants") participating interests in any Obligations owing to such
Lender, any Note held by such Lender, any Commitment of such Lender or any other
interest of such Lender under the Loan Documents. In the event of any such sale
by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the holder of any such Obligations or
Note for all purposes under the Loan Documents, all amounts payable by the
Borrowers under this Agreement shall be determined as if such Lender had not
sold such participating interests (including without limitation payments with
respect to Non-Excluded Taxes), and the Borrowers and the Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents.

         13.2.2   Voting Rights. Except in the case of a participation to an
Affiliate of such Lender, each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Obligations or Commitment in which such Participant
has an interest which would require the consent of all Lenders under Section
8.2.1.

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         13.2.3   Benefit of Setoff. The Borrowers agree that each Participant
shall be deemed to have the right of setoff provided in Section 12.1 in respect
of its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 12.1 with respect to the amount
of participating interests sold to each Participant. The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 12.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 12.2 as if each Participant were a Lender.

         13.3     Assignments.

         13.3.1   Permitted Assignments. Subject to Section 13.4, any Lender
may, in the ordinary course of its business and in accordance with applicable
law, at any time assign to one or more banks, finance companies, insurance
companies or other financial institutions or funds that are engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business or any other entity ("Purchasers") all or any part of its rights
and obligations under the Loan Documents. Such assignment shall be substantially
in the form of Exhibit I hereto (an "Assignment") or in such other form as may
be agreed to by the parties thereto. The consent of the Agent, any Issuer and
the Company shall be required prior to an assignment becoming effective,
provided that the consent of the Company shall not be unreasonably withheld or
delayed and shall not be required upon and during the continuance of any Default
or if such assignment is to another Lender or to an Affiliate of a Lender. No
such assignment may be made to a manufacturing company or any of its Affiliates
which is a direct competitor of the Company, unless a Default has occurred under
Section 7.6. Each such assignment shall be in an amount not less than the lesser
of (i) $10,000,000 (or its equivalent in the relevant Agreed Foreign Currency),
or (ii) the remaining amount of the assigning Lender's Commitment (calculated as
at the date of such assignment).

         13.3.2   Effect; Effective Date. Upon (i) delivery to the Agent of a
notice of assignment, substantially in the form attached as Exhibit J hereto (a
"Notice of Assignment"), together with any consents required by Section 13.3.1,
and (ii) payment of a $3,500 fee to the Agent for processing such assignment
(provided that such fee shall not be required if such assignment is to an
existing Lender or an Affiliate thereof), and such assignment shall become
effective on the effective date specified in such Notice of Assignment. The
Notice of Assignment shall contain a representation by the Purchaser to the
effect that none of the consideration used to make the purchase of the
Commitment and Loans under the applicable assignment agreement are "plan assets"
as defined under ERISA and that the rights and interests of the Purchaser in and
under the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Company, the Lenders or the Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Commitments and Advances assigned to such Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to this Section 13.3.2,
the transferor Lender, the Agent and the Company shall make appropriate
arrangements so that replacement Notes, if applicable, are issued to such
transferor Lender and new Notes or, as appropriate, replacement Notes, are
issued to such Purchaser, in each case in principal amounts reflecting their
respective Commitments, as adjusted pursuant to such assignment. Upon the
request of the Agent and such Purchaser, the Borrowers will take or cause to be
taken such other action, if any, as may be required by applicable law to effect
such assignment.

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         13.4     Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, provided
that each Transferee and prospective Transferee agrees to be bound by Section
10.12.

         13.5     Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof (in the case of a
Transferee which is a Lender to the Company), or of the jurisdiction in which a
Foreign Subsidiary Borrower is located (in the case of a Transferee which is a
Lender to such Foreign Subsidiary Borrower), the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.6.

                                   ARTICLE XIV

                                     NOTICES

         14.1.    Notices; Effectiveness; Electronic Communication

                  (a)      Notices Generally. Except in the case of notices and
other communications expressly permitted to be given by telephone (and except as
provided in paragraph (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows:

                           (i)      if to a Borrower, at its address or
                           telecopier number set forth on the signature page
                           hereof;

                           (ii)     if to the Agent, at its address or
                           telecopier number set forth on the signature page
                           hereof;

                           (iii)    if to a Lender, to it at its address (or
                           telecopier number) set forth in its Administrative
                           Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient). Notices delivered through electronic communications to the extent
provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).

         (b)      Electronic Communications. Notices and other communications to
the Lenders may be delivered or furnished by electronic communication (including
e-mail and internet or intranet websites) pursuant to procedures approved by the
Agent or as otherwise determined by the Agent, provided that the foregoing shall
not apply to notices to any Lender pursuant to Article II if such Lender has
notified the Agent that it is incapable of receiving notices under such Article
by electronic communication. The Agent or the Borrower may, in its respective
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it or as it
otherwise determines, provided that such determination or approval may be
limited to particular notices or communications.

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         Unless the Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not given during the normal business hours of the recipient, such notice or
communication shall be deemed to have been given at the opening of business on
the next Business Day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

         (c)      Change of Address, Etc. Any party hereto may change its
address or telecopier number for notices and other communications hereunder by
notice to the other parties hereto.

                                   ARTICLE XV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrowers, the
Agent and the Lenders and each party has notified the Agent by telex or
telephone, that it has taken such action.

                                   ARTICLE XVI

                    CHOICE OF LAW, CONSENT TO JURISDICTION,
                     WAIVER OF JURY TRIAL, JUDGMENT CURRENCY

         16.1     CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF MICHIGAN.

         16.2     WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT AND EACH LENDER
HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

         16.3     Submission To Jurisdiction; Waivers. (a) Each Borrower hereby
irrevocably and unconditionally:

                           (i)      submits for itself and its property in any
                  legal action or proceeding relating to this Agreement and the
                  other Loan Documents to which it is a party, or for
                  recognition and enforcement of any judgment in respect
                  thereof, to the non-exclusive general jurisdiction of any
                  United States federal or Michigan state court sitting in
                  Detroit, Michigan and appellate courts from any thereof;

                           (ii)     consents that any such action or proceeding
                  may be brought in such courts and waives any objection that it
                  may now or hereafter have to the venue of any

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                  such action or proceeding in any such court or that such
                  action or proceeding was brought in an inconvenient court and
                  agrees not to plead or claim the same;

                           (iii)    agrees that service of process in any such
                  action or proceeding may be effected by mailing a copy thereof
                  by registered or certified mail (or any substantially similar
                  form of mail), postage prepaid, to the Company or such Foreign
                  Subsidiary Borrower, as the case may be, at the address
                  specified in Section 14.1, or at such other address of which
                  the Agent shall have been notified pursuant thereto;

                           (iv)     agrees that nothing herein shall affect the
                  right to effect service of process in any other manner
                  permitted by law or shall limit the right to sue in any other
                  jurisdiction; and

                           (v)      waives, to the maximum extent not prohibited
                  by law, any right it may have to claim or recover in any legal
                  action or proceeding referred to in this subsection any
                  special, exemplary, punitive or consequential damages.

                  (b)      Each Foreign Subsidiary Borrower hereby irrevocably
         appoints the Company as its agent for service of process in any
         proceeding referred to in Section 16.3(i) and agrees that service of
         process in any such proceeding may be made by mailing or delivering a
         copy thereof to it care of Company at its address for notices set forth
         in Section 14.1.

         16.4     Acknowledgments.  Each Borrower hereby acknowledges that:

                  (a)      it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (b)      none of the Agent or any Lender has any fiduciary
         relationship with or duty to such Borrower arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between the Agent and the Lenders, on the one hand,
         and the Borrowers, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

                  (c)      no joint venture is created hereby or by the other
         Loan Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Borrowers and the
         Lenders.

         16.5     Power of Attorney. Each Foreign Subsidiary Borrower hereby
grants to the Company an irrevocable power of attorney to act as its
attorney-in-fact with regard to matters relating to this Agreement and each
other Loan Document, including, without limitation, execution and delivery of
any amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of process
in connection herewith or therewith. Each Foreign Subsidiary Borrower hereby
explicitly acknowledges that the Agent and each Lender have executed and
delivered this Agreement and each other Loan Document to which it is a party,
and has performed its obligations under this Agreement and each other Loan
Document to which it is a party, in reliance upon the irrevocable grant of such
power of attorney pursuant to this subsection. The power of attorney granted by
each Foreign Subsidiary Borrower hereunder is coupled with an interest.

         16.6     Judgment. (a) If for the purpose of obtaining judgment in any
court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest

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extent that they may effectively do so, under applicable law that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase the first currency with such other currency
in the city in which it normally conducts its foreign exchange operation for the
first currency on the Business Day preceding the day on which final judgment is
given.

         (b)      The obligation of each Borrower in respect of any sum due from
it to any Lender hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Applicable
Agreed Currency"), be discharged only to the extent that on the Business Day
following receipt by such Lender of any sum adjudged to be so due in the
Judgment Currency such Lender may in accordance with normal banking procedures
purchase the Applicable Agreed Currency with the Judgment Currency; if the
amount of Applicable Agreed Currency so purchased is less than the sum
originally due to such Lender in the Applicable Agreed Currency, such Borrower
agrees notwithstanding any such judgment to indemnify such Lender against such
loss, and if the amount of the Applicable Agreed Currency so purchased exceeds
the sum originally due to any Lender, such Lender agrees to remit to such
Borrower such excess.

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

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