<PAGE>

                                                                 EXHIBIT 4(a)(2)

                       FIRST LIEN SENIOR CREDIT AGREEMENT

                                   dated as of

                                February 10, 2004

                                      among

                                 WELLMAN, INC.,
                                  as Borrower,

                     THE SUBSIDIARY GUARANTORS named herein,

                            THE LENDERS named herein,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                  as Administrative Agent and Collateral Agent,

                              JPMORGAN CHASE BANK,
                              as Syndication Agent,

                         DEUTSCHE BANK SECURITIES INC.,
                as Joint Lead Arranger and Joint Lead Bookrunner,

                          J.P. MORGAN SECURITIES INC.,
                as Joint Lead Arranger and Joint Lead Bookrunner,

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                       and
                               ABN AMRO BANK N.V.,
                           as Co-Documentation Agents

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                                TABLE OF CONTENTS

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                                    ARTICLE 1

                                   DEFINITIONS

Section 1.1         Certain Defined Terms....................................................................     1
Section 1.2         Accounting Terms.........................................................................    36
Section 1.3         Other Definitional Provisions............................................................    37

                                    ARTICLE 2

              AMOUNT AND TERMS OF LOAN COMMITMENT AND LOANS; NOTES

Section 2.1         The Loan.................................................................................    37
Section 2.2         Maturity of the Loan.....................................................................    38
Section 2.3         Interest on the Loan.....................................................................    38
Section 2.4         Fees.....................................................................................    39
Section 2.5         Prepayments and Payments.................................................................    39
Section 2.6         Use of Proceeds..........................................................................    42

                                    ARTICLE 3

                                   CONDITIONS

Section 3.1         Conditions to the Loan...................................................................    43

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

Section 4.1         Company Status...........................................................................    51
Section 4.2         Company Power and Authority..............................................................    51
Section 4.3         No Violation.............................................................................    51
Section 4.4         Governmental Approvals...................................................................    52
Section 4.5         Financial Statements; Financial Condition;
                      Undisclosed Liabilities; Projections; Etc..............................................    52
Section 4.6         Litigation...............................................................................    53
Section 4.7         True and Complete Disclosure.............................................................    54
Section 4.8         Tax Returns and Payments.................................................................    54
Section 4.9         Compliance with ERISA....................................................................    55
Section 4.10        Representations and Warranties in Documents..............................................    55
Section 4.11        Properties...............................................................................    56
Section 4.12        Capitalization...........................................................................    57
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Section 4.13        Subsidiaries.............................................................................    57
Section 4.14        Compliance with Statutes, Etc............................................................    57
Section 4.15        Investment Company Act...................................................................    58
Section 4.16        Public Utility Holding Company Act.......................................................    58
Section 4.17        Environmental Matters....................................................................    58
Section 4.18        Labor Relations..........................................................................    59
Section 4.19        Patents, Licenses, Franchises and Formulas...............................................    59
Section 4.20        Indebtedness.............................................................................    59
Section 4.21        Transactions.............................................................................    60
Section 4.22        Insurance................................................................................    60
Section 4.23        Security Documents.......................................................................    60
Section 4.24        No Default...............................................................................    61
Section 4.25        Compliance with Contracts, Etc...........................................................    61
Section 4.26        Use of Proceeds; Margin Stock, Etc.......................................................    62
Section 4.27        Survival of Representations and Warranties...............................................    62
Section 4.28        Guarantees...............................................................................    62
Section 4.29        Anti-Terrorism Law.......................................................................    63

                                    ARTICLE 5

                              AFFIRMATIVE COVENANTS

Section 5.1         Financial Statements and Other Reports...................................................    64
Section 5.2         Books, Records and Inspections...........................................................    67
Section 5.3         Existence; Businesses and Properties.....................................................    68
Section 5.4         Insurance................................................................................    68
Section 5.5         Compliance with Statutes, Etc............................................................    70
Section 5.6         Compliance with Environmental Laws.......................................................    70
Section 5.7         ERISA....................................................................................    71
Section 5.8         Performance of Obligations...............................................................    71
Section 5.9         Payment of Taxes.........................................................................    71
Section 5.10        Payments in U.S. Dollars.................................................................    71
Section 5.11        Collateral...............................................................................    72
Section 5.12        Security Interests; Further Assurances...................................................    73
Section 5.13        Information Regarding Collateral.........................................................    74
Section 5.14        Register.................................................................................    74
Section 5.15        Post Closing Matters.....................................................................    75

                                    ARTICLE 6

                               NEGATIVE COVENANTS

Section 6.1         Indebtedness.............................................................................    75
Section 6.2         Liens....................................................................................    79
Section 6.3         Restricted Payments......................................................................    80
Section 6.4         Limitation on Preferred Stock of Restricted Subsidiaries.................................    82
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Section 6.5         Senior Subordinated Indebtedness.........................................................    83
Section 6.6         Restriction on Fundamental Changes.......................................................    83
Section 6.7         Limitation on Dividend and Other Payment
                      Restrictions Affecting Restricted Subsidiaries.........................................    85
Section 6.8         Transactions with Shareholders and Affiliates............................................    86
Section 6.9         Embargoed Person.........................................................................    87
Section 6.10        Business Activities......................................................................    88
Section 6.11        Amendments or Waivers of Certain Documents...............................................    88
Section 6.12        Anti-Terrorism Law; Anti-Money Laundering................................................    88
Section 6.13        Asset Sales..............................................................................    88
Section 6.14        Additional Guarantees....................................................................    90

                                    ARTICLE 7

                                EVENTS OF DEFAULT

Section 7.1         Events of Default........................................................................    90

                                    ARTICLE 8

             COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

Section 8.1         Collateral Account.......................................................................    94
Section 8.2         Proceeds of Destruction, Taking and Collateral Dispositions..............................    95
Section 8.3         Application of Proceeds..................................................................    95

                                    ARTICLE 9

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

Section 9.1         Appointment..............................................................................    96
Section 9.2         Agent in Its Individual Capacity.........................................................    96
Section 9.3         Exculpatory Provisions...................................................................    97
Section 9.4         Reliance by Agent........................................................................    97
Section 9.5         Delegation of Duties.....................................................................    98
Section 9.6         Successor Agent..........................................................................    98
Section 9.7         Non-Reliance on Agents and Other Lenders.................................................    98
Section 9.8         Notice of Default........................................................................    99
Section 9.9         Indemnification..........................................................................    99
Section 9.10        Concerning the Collateral and the Security Documents.....................................   100
Section 9.11        Name Agents..............................................................................   101
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                                   ARTICLE 10

                                    GUARANTEE

Section 10.1        Unconditional Guarantee..................................................................   102
Section 10.2        Severability.............................................................................   103
Section 10.3        Release of a Subsidiary Guarantor........................................................   103
Section 10.4        Limitation of Subsidiary Guarantor's Liability...........................................   103
Section 10.5        Subsidiary Guarantors May Consolidate, Etc., on Certain Terms............................   104
Section 10.6        Contribution.............................................................................   104
Section 10.7        Evidence of Guarantee....................................................................   105
Section 10.8        Waiver of Stay, Extension or Usury Laws..................................................   105
Section 10.9        Waiver of Subrogation....................................................................   105

                                   ARTICLE 11

                                  MISCELLANEOUS

Section 11.1        U.S.A. Patriot Act.......................................................................   106
Section 11.2        Participations in and Assignments of Loan and Notes......................................   106
Section 11.3        Expenses.................................................................................   108
Section 11.4        Indemnity................................................................................   109
Section 11.5        Setoff...................................................................................   109
Section 11.6        Amendments and Waivers...................................................................   110
Section 11.7        Independence of Covenants................................................................   110
Section 11.8        Entirety.................................................................................   111
Section 11.9        Notices..................................................................................   111
Section 11.10       Survival of Warranties and Certain Agreements............................................   111
Section 11.11       Failure or Indulgence Not Waiver; Remedies Cumulative....................................   111
Section 11.12       Severability.............................................................................   112
Section 11.13       Headings.................................................................................   112
Section 11.14       Applicable Law...........................................................................   112
Section 11.15       Successors and Assigns; Subsequent Holders of Notes......................................   112
Section 11.16       Counterparts; Effectiveness..............................................................   112
Section 11.17       Consent to Jurisdiction; Venue; Waiver of Jury Trial.....................................   113
Section 11.18       Payments Pro Rata........................................................................   113
Section 11.19       Taxes....................................................................................   114
Section 11.20       Waiver of Stay, Extension or Usury Laws..................................................   116
Section 11.21       Requirements of Law......................................................................   116
Section 11.22       Confidentiality..........................................................................   117

SCHEDULES

1.1(a)            EXISTING LIENS
1.1(b)            SUBSIDIARY GUARANTORS
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1.1(c)            MORTGAGED PROPERTY
3.1(h)            OUTSTANDING INDEBTEDNESS
3.1(m)(iii)       LEASED PROPERTY
3.1(n)(iii)       MORTGAGED PROPERTY VALUES
4.11(b)           REAL PROPERTY
4.12              CAPITALIZATION
4.13              SUBSIDIARIES
4.19              INTELLECTUAL PROPERTY
4.20              EXISTING INDEBTEDNESS
4.22              INSURANCE
5.15              POST CLOSING MATTERS

EXHIBITS

I                 FORM OF NOTE
II                FORM OF SOLVENCY CERTIFICATE
III               FORM OF COMPLIANCE CERTIFICATE
IV                FORM OF NOTICE OF BORROWING
V                 FORM OF EDWARDS & ANGELL LLP OPINION
VI                FORM OF EDWARDS & ANGELL LLP OPINION
VII-1             LOCAL COUNSEL
VII-2             FORM OF LOCAL COUNSEL OPINION
VIII              FORM OF NOTATION OF GUARANTEE
IX-1              FORM OF SINGLE ASSIGNMENT AND ASSUMPTION AGREEMENT
IX-2              FORM OF MULTIPLE ASSIGNMENT AND ASSUMPTION AGREEMENT
X-1               FORM OF MORTGAGE
X-2               FORM OF LEASEHOLD MORTGAGE
XI-1              FORM OF PERFECTION CERTIFICATE
XI-2              FORM OF PERFECTION CERTIFICATE SUPPLEMENT
XII               FORM OF SECURITY AGREEMENT
XIII              FORM OF INTERCREDITOR AGREEMENT
XIV               FORM OF LANDLORD ACCESS AGREEMENT
XV                FORM OF OFFICER'S CLOSING CERTIFICATE
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                                      -v-

<PAGE>

                  This First Lien Senior Credit Agreement is dated as of
February 10, 2004, and entered into by and among Wellman, Inc., a Delaware
corporation (the "COMPANY"), the Subsidiary Guarantors named on the signature
pages hereto, the Lenders named on the signature pages hereto (the "LENDERS"),
Deutsche Bank Trust Company Americas ("DBTCA"), as Administrative Agent and
Collateral Agent, JPMorgan Chase Bank, as Syndication Agent, Deutsche Bank
Securities Inc. ("DBSI") and J.P. Morgan Securities Inc. ("JPM"), as Joint Lead
Arrangers and Joint Lead Bookrunners, and General Electric Capital Corporation
and ABN AMRO Bank N.V., as Co-Documentation Agents (the "DOCUMENTATION AGENTS").

                                    RECITALS

                  WHEREAS, the Company desires that the Lenders extend a first
lien senior credit facility to the Company in connection with the Financing
Transactions (as defined herein);

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

                                   ARTICLE 1

                                   DEFINITIONS

                  Section 1.1 Certain Defined Terms

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

                  "ACCELERATION NOTICE" has the meaning ascribed to such term in
Section 7.1.

                  "ACQUIRED DEBT" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person
or which is assumed by such specified Person at the time such specified Person
acquires the assets of such other Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging
with or into, or selling its assets to, or becoming a Restricted Subsidiary of,
such specified Person and (ii) Indebtedness secured by a Lien encumbering any
asset acquired by such specified Person.

                  "ADDITIONAL FIRST PRIORITY INDEBTEDNESS" has the meaning set
forth in clause (xvi) of the definition of "Permitted Encumbrances."

                  "ADJUSTED NET ASSETS" shall have the meaning provided in
Section 10.6.

                  "ADMINISTRATIVE AGENT" means DBTCA or its successor, in its
capacity as Administrative Agent hereunder.

                                      -1-
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                  "AFFILIATE," as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

                  "AFFILIATE TRANSACTION" has the meaning ascribed to such term
in Section 6.8(a).

                  "AGENT" means any of the Administrative Agent, the Collateral
Agent, the Syndication Agent, the Joint Lead Arrangers and the Joint Lead
Bookrunners.

                  "AGREEMENT" means this First Lien Senior Credit Agreement
dated as of February 10, 2004, as it may be amended, supplemented or otherwise
modified from time to time in accordance with the terms hereof.

                  "ANTI-TERRORISM LAW" has the meaning set forth in Section
4.29.

                  "APPLICABLE RATE" means for each Quarterly Period, the greater
of (a) the LIBOR Rate then in effect and (b) 2.0%, in each case, plus 4.0% per
annum.

                  "ASSET SALE" means any direct or indirect sale, issuance,
conveyance, lease (other than operating leases and subleases and non-exclusive
licenses and sublicenses of intellectual property, in each case, entered into in
the ordinary course of business), assignment, transfer or other disposition for
value (including, without limitation, pursuant to any amalgamation, merger or
consolidation or pursuant to any Sale and Leaseback Transaction) by the Company
or by any of its Restricted Subsidiaries to any Person other than the Company or
any of its Restricted Subsidiaries (any such transaction, a "DISPOSITION") of
(i) any of the stock of any of the Company's Restricted Subsidiaries, (ii)
substantially all of the assets of any division or line of business of the
Company or of any of its Restricted Subsidiaries, or (iii) any other assets of
the Company or of any of its Restricted Subsidiaries other than in the ordinary
course of business; excluding:

                  (a)      any disposition of Cash Equivalents or inventory in
         the ordinary course of business or the lease or sublease of any real or
         personal property in the ordinary course of business,

                  (b)      any disposition in any single transaction or related
         series of transactions the aggregate fair market value, net of costs of
         disposal, of which does not exceed $10.0 million,

                                      -2-
<PAGE>

                  (c)      any disposition of assets or property in the ordinary
         course of business to the extent such property or assets are obsolete,
         worn out or no longer useful in the Company's or any Restricted
         Subsidiary's business,

                  (d)      the surrender or waiver of contract rights or the
         settlement, release or surrender of contract, tort or other claims of
         any kind,

                  (e)      the grant in the ordinary course of business of any
         non-exclusive license of patents, trademarks, registrations therefor
         and other similar intellectual property,

                  (f)      any dividend, distribution, investment or payment
         made pursuant to Section 6.3,

                  (g)      any sale, lease, conveyance, disposition or other
         transfer of substantially all of the assets of the Company as permitted
         by Section 6.6,

                  (h)      Casualty Events and

                  (i)      transfers of assets under Tax Reduction Agreements.

                  "ATTRIBUTABLE INDEBTEDNESS" means when used with respect to
any Sale and Leaseback Transaction, as at the time of determination, the present
value (discounted at a rate equivalent to the Company's then-current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such Sale
and Leaseback Transaction.

                  "AUDITED FINANCIAL STATEMENTS" has the meaning set forth in
Section 3.1(e).

                  "AVAILABLE LIQUIDITY" means the average available borrowings
under the Revolving Credit Facility for the previous calendar month, as
determined by the Company in good faith.

                  "BAILEE LETTER" has the meaning assigned thereto in the
Security Agreement.

                  "BANKRUPTCY LAW" means Title 11 of the United States Code
entitled "Bankruptcy," as now and hereafter in effect, or any successor statute
or any other United States federal, state or local law or the law of any other
jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,
reorganization or relief of debtors, whether in effect on the date hereof or
hereafter.

                  "BANKRUPTCY ORDER" means any court order made in a proceeding
pursuant to or within the meaning of any Bankruptcy Law, containing an
adjudication of bankruptcy or insolvency, or providing for liquidation, winding
up, dissolution or reorganization, or appoint-

                                      -3-
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ing a custodian of a debtor or of all or any substantial part of a debtor's
property, or providing for the staying, arrangement, adjustment or composition
of indebtedness or other relief of a debtor.

                  "BOARD OF DIRECTORS" means, with respect to any Person, the
Board of Directors (or similar governing body) of such Person or any duly
authorized committee of such Board of Directors.

                  "BUSINESS DAY" means any day excluding Saturday, Sunday and
any day which is a legal holiday under the laws of the State of New York or is a
day on which banking institutions therein located are authorized or required by
law or other governmental action to close.

                  "CAPITAL EXPENDITURES" shall mean, with respect to any Person,
all expenditures by such Person which are capitalized on the consolidated
balance sheet of such Person in accordance with GAAP.

                  "CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including,
without limitation, each class of Common Stock and Preferred Stock of such
Person, and (ii) with respect to any Person that is not a corporation, any and
all partnership or other equity interests of such Person, and in each case,
including securities or rights convertible into or exchangeable for such Capital
Stock.

                  "CAPITALIZED LEASE OBLIGATION" means obligations under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligations shall be the capitalized amount of such obligations determined in
accordance with GAAP.

                  "CASH EQUIVALENTS" means (i) marketable direct obligations
issued or unconditionally guaranteed or insured by the United States government
or issued by any agency or instrumentality thereof and backed by the full faith
and credit of the United States, in each case maturing within one year from the
date of acquisition thereof; (ii) marketable direct obligations issued by any
state of the United States or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having the highest rating
obtainable from either S&P or Moody's; (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
rated at least A-1 by S&P or at least P-1 by Moody's; (iv) time deposits,
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any commercial bank organized under
the laws of the United States or any state thereof or the District of Columbia
that (a) is "adequately capitalized" (as defined in the regulations of its
primary Federal banking regulator) and (b) has Tier 1 capital (as defined in
such regulations) of not less than $100.0 million; (v) repurchase agreements
with respect to, and which are fully secured by a perfected security interest
in, obligations of a type described in clause (i) or clause (ii) above and are
with any

                                      -4-
<PAGE>

commercial bank described in clause (iv) above; (vi) with respect to a Foreign
Subsidiary, obligations of foreign Persons (including foreign sovereign nations,
political subdivisions or public instrumentalities thereof) correlative in type,
maturity and rating to those set forth in clauses (i) through (v) above; (vii)
shares of any money market mutual fund that has substantially all of its assets
invested continuously in the types of investments referred to in clauses (i) and
(vi) above; and (vii) demand deposit accounts maintained in the ordinary course
of business.

                  "CASH PROCEEDS" means, with respect to any Asset Sale, cash
payments (including any cash received by way of deferred payment pursuant to, or
monetization of, a note receivable or otherwise (other than the portion of such
deferred payment constituting or deemed to constitute interest, which shall be
deemed not to constitute Cash Proceeds) but only as and when so received)
received from such Asset Sale.

                  "CASUALTY EVENT" means, with respect to any property
(including Real Property) of any Person, any loss of title with respect to such
property or any loss of or damage to or destruction of, or any condemnation or
other taking (including by any Governmental Authority) of, such property for
which such Person or any of its Subsidiaries receives insurance proceeds (not
including proceeds of business interruption insurance) or proceeds of a
condemnation award or other compensation; provided, however, no such event shall
constitute a Casualty Event if such proceeds or other compensation in respect
thereof is less than $10.0 million. "Casualty Event" shall include but not be
limited to any taking of all or any part of any Real Property of any Person or
any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any law, or by reason of the temporary requisition of the use or
occupancy of all or any part of any Real Property of any Person or any part
thereof by any Governmental Authority, civil or military.

                  "CHANGE OF CONTROL" means the occurrence of one or more of the
following events:

                  (i)      any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company to any Person or group
         of related Persons for purposes of Section 13(d) of the Exchange Act (a
         "GROUP"), together with any Affiliates thereof (other than the
         Permitted Holder);

                  (ii)     the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company;

                  (iii)    any Person or Group (other than the Permitted Holder)
         shall become the owner, directly or indirectly, beneficially or of
         record, of shares representing more than 50% of the Voting Stock of the
         Company; or

                  (iv)     the replacement of a majority of the Board of
         Directors of the Company over a two-year period from the directors who
         constituted the Board of Directors of the Company at the beginning of
         such period, and such replacement shall not have

                                      -5-
<PAGE>

         been approved by a vote of at least a majority of the Board of
         Directors of the Company then still in office who either were members
         of such Board of Directors at the beginning of such period or whose
         election as a member of such Board of Directors was previously so
         approved.

                  "CLOSING DATE" means February 10, 2004.

                  "CO-DOCUMENTATION AGENTS" shall have the meaning set forth in
the preamble hereto.

                   "COLLATERAL" mean, collectively, all of the Security
Agreement Collateral, the Mortgaged Property and all other property of whatever
kind and nature pledged as collateral under any Security Document.

                  "COLLATERAL ACCOUNT" shall mean a collateral account or
sub-account established and maintained by the Collateral Agent for the benefit
of the Secured Parties, in accordance with the provisions of Article 8.

                  "COLLATERAL AGENT" means DBTCA or its successor, in its
capacity as Collateral Agent hereunder.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of, such Person's common stock, whether
outstanding on the Closing Date or issued after the Closing Date, and includes,
without limitation, all series and classes of such common stock.

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

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of Exhibit III delivered to the Administrative Agent by the Company
pursuant to Section 5.1(c).

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means the Confidential
Information Memorandum dated as of January 2004.

                  "CONSOLIDATED CURRENT ASSETS" shall mean, at any time, the
consolidated current assets (other than the current portion of deferred taxes)
of the Company and its Restricted Subsidiaries excluding cash and Cash
Equivalents.

                  "CONSOLIDATED CURRENT LIABILITIES" shall mean, at any time,
the consolidated current liabilities of the Company and its Restricted
Subsidiaries at such time, but excluding

                                      -6-
<PAGE>

the current portion of any Indebtedness under this Agreement, the current
portion of deferred taxes and any other long-term Indebtedness which would
otherwise be included therein.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
total consolidated interest expense (net of cash interest income) of the Company
and its Restricted Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP plus, without duplication:

                  (a)      imputed interest on Capitalized Lease Obligations and
         Attributable Indebtedness with respect to any Sale and Leaseback
         Transaction of the Company and its Restricted Subsidiaries for such
         period;

                  (b)      commissions, discounts and other fees and charges
         owed by the Company or any of its Restricted Subsidiaries with respect
         to letters of credit securing financial obligations, bankers'
         acceptance financing and receivables financings for such period;

                  (c)      amortization of debt issuance costs, debt discount or
         premium and other financing fees and expenses incurred by the Company
         or any of its Restricted Subsidiaries for such period;

                  (d)      all interest paid or payable with respect to
         discontinued operations of the Company or any of its Restricted
         Subsidiaries for such period;

                  (e)      the interest portion of any deferred payment
         obligations of the Company or any of its Restricted Subsidiaries for
         such period; and

                  (f)      all interest on any Indebtedness of the Company or
         any of its Restricted Subsidiaries of the type described in clause (v)
         or (vii) of the definition of "Indebtedness" for such period;

provided that to the extent directly related to the Transactions, debt issuance
costs, debt discount or premium and other financing fees and expenses (including
fees paid with respect to the Refinanced Facilities) shall be excluded from the
calculation of Consolidated Interest Expense.

                  "CONSOLIDATED NET INCOME" means, with respect to any Person,
for any period, the aggregate of the net income (or loss) of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (a) the net income of any other Person in
which such Person or any of its Restricted Subsidiaries has an interest (which
interest does not cause the net income of such other Person to be consolidated
with the net income of such Person and its Subsidiaries in accordance with GAAP)
shall be included only to the extent of the amount of dividends or distributions
actually paid to such Person or such Restricted Subsidiary by such other Person
during such period; (b) the net income of any Restricted Subsidiary of such
Person that is subject to any

                                      -7-
<PAGE>

Payment Restriction shall be excluded to the extent such Payment Restriction
would prevent the payment of an amount that otherwise could have been paid to
such Person or to a Restricted Subsidiary of such Person not subject to any
Payment Restriction; and (c) there shall be excluded from Consolidated Net
Income:

                  (i)      all gains and losses realized on any direct or
         indirect sale, issuance, conveyance, lease, assignment, transfer or
         other disposition of assets, net of related tax costs or tax benefits,
         as the case may be, or abandonments or reserves relating thereto,

                  (ii)     all gains and losses realized on the purchase or
         other acquisition by such Person or any of its Restricted Subsidiaries
         of any Securities of such Person or any of its Restricted Subsidiaries,

                  (iii)    all extraordinary gains or losses,

                  (iv)     all deferred financing costs written off or premiums
         paid in connection with the early extinguishment of any Indebtedness,
         in each case, incurred by the Company or any of its Subsidiaries in
         connection with the Transactions,

                  (v)      any non-recurring and non-operational charges or
         gains,

                  (vi)     income or loss attributable to discontinued
         operations (including, without limitation, operations disposed of
         during such period whether or not such operations were classified as
         discontinued),

                  (vii)    in the case of a successor to the referent Person by
         consolidation or merger or as transferee of the referent Person's
         assets, any earnings of such successor prior to such consolidation,
         merger or transfer of assets, and

                  (viii)   the cumulative effect of a change in accounting
         principles.

                  "CONSOLIDATED NON-CASH CHARGES" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
to the extent that it requires an accrual of or a reserve for cash charges for
any future period).

                  "CONSOLIDATED WORKING CAPITAL" shall mean Consolidated Current
Assets minus Consolidated Current Liabilities.

                  "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with
respect to any Lien, the following conditions:

                                      -8-
<PAGE>

                  (a)      the Company or the Restricted Subsidiary, as
         applicable, shall cause any proceeding instituted contesting such Lien
         to stay the sale or forfeiture of any portion of the Collateral on
         account of such Lien;

                  (b)      at the option and at the reasonable request of the
         Administrative Agent, to the extent such Lien is in an amount in excess
         of $250,000, the appropriate Loan Party shall maintain cash reserves in
         an amount sufficient to pay and discharge such Lien and the
         Administrative Agent's reasonable estimate of all interest and
         penalties related thereto; and

                  (c)      such Lien shall in all respects be subject and
         subordinate in priority to the Lien and security interest created and
         evidenced by the Security Documents, except if and to the extent that
         the law or regulation creating, permitting or authorizing such Lien
         provides that such Lien is or must be superior to the Lien and security
         interest created and evidenced by the Security Documents.

                  "COVERED TAXES" has the meaning ascribed to it in Section
11.19.

                  "CREDIT DOCUMENTS" means the Loan Documents and the Security
Documents.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement.

                  "CUSTODIAN" means any receiver, interim receiver, receiver and
manager, trustee, assignee, liquidator, sequestrator or similar official charged
with maintaining possession or control over property for one or more creditors,
whether under any Bankruptcy Law or otherwise.

                  "DISQUALIFIED CAPITAL STOCK" means any Capital Stock which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event (other than an
event which would constitute a Change of Control), (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof, in whole or in part, on or prior to
the final Maturity Date of the Loan, or (ii) is convertible into or exchangeable
for (whether at the option of the issuer or the holder thereof) (a) debt
securities or (b) any Capital Stock referred to in clause (i) above, in each
case at any time prior to the final maturity of the Loan; provided that only the
portion of Capital Stock which so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such final Maturity Date shall be deemed to be Disqualified
Capital Stock.

                  "DOLLARS" or the sign "$" means the lawful money of the United
States.

                                      -9-
<PAGE>

                  "EBITDA" means, with respect to any Person, for any period,
the sum (without duplication) of:

                  (1)      Consolidated Net Income;

                  (2)      to the extent Consolidated Net Income has been
         reduced thereby:

                           (a)      all income taxes of such Person and its
                  Restricted Subsidiaries paid or accrued in accordance with
                  GAAP for such period (other than income taxes attributable to
                  extraordinary gains or losses or nonrecurring and
                  non-operational charges or gains);

                           (b)      Consolidated Interest Expense; and

                           (c)      Consolidated Non-cash Charges; and

                  (3)      non-recurring fees, cash charges and other cash
         expenses made or incurred in connection with the Transactions,

in each case as determined on a consolidated basis for such Person and its
Restricted Subsidiaries in accordance with GAAP.

                  "ELIGIBLE ASSIGNEE" means (i) a commercial bank, savings and
loan association or savings bank or any other entity which is an "accredited
investor" (as defined in Regulation D under the Securities Act) which extends
credit or buys loans as one of its businesses including insurance companies,
mutual funds and lease financing companies and any investment fund that invests
in commercial loans; and (ii) any Lender, any Affiliate of any Lender and, with
respect to any Lender that is an investment fund that invests in commercial
loans, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "EMPLOYEE BENEFIT PLAN" means an employee benefit plan (as
defined in Section 3(3) of ERISA) that is maintained or contributed to by any
ERISA Entity or with respect to which the Company or a Subsidiary of the Company
could incur liability.

                  "ENVIRONMENT" means ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, natural resources, the workplace or as otherwise defined in
any Environmental Law.

                  "ENVIRONMENTAL CLAIM" means any accusation, allegation, notice
of violation, claim, demand, abatement order or other order or direction by any
Governmental Authority or any Person for any response or corrective action, any
damage, including, without limitation, personal injury (including sickness,
disease or death), tangible or intangible property damage, investigation,
remediation or other cost recovery, contribution, indemnity, consequential
damages, damage to the environment, nuisance, pollution, contamination or other
adverse effects

                                      -10-
<PAGE>

on the Environment, or for fines or penalties, in each case arising under any
Environmental Law, including without limitation, relating to, resulting from or
in connection with Hazardous Materials and relating to the Company, any of its
Subsidiaries or any of their respective properties or predecessors in interest.

                  "ENVIRONMENTAL LAWS" means the common law and all statutes,
ordinances, orders, rules, regulations, judgments or decrees relating to (i)
pollution or protection of the Environment and public health and welfare,
including, without limitation, those relating to the Release or threatened
Release of Hazardous Materials, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational safety
and health, including, without limitation, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (42 U.S.C. Section 9601 et
seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et
seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section
6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251
et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), the Federal
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seq.), the
Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.) and the
Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et
seq.), each as amended or supplemented, and regulations promulgated pursuant
thereto, each as in effect as of the date of determination.

                  "ENVIRONMENTAL LIEN" means a Lien in favor of a Governmental
Authority or other Person for any liability, damages, costs or any other
obligation under an Environmental Law.

                  "ENVIRONMENTAL PERMIT" means any permit, license, approval,
consent or other authorization required by or from a Governmental Authority
under Environmental Law.

                  "EQUIPMENT" has the meaning assigned to such term in the
Security Agreement.

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

                  "ERISA ENTITY" means any member of an ERISA Group.

                  "ERISA EVENT" means (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Pension Plan (other than an event for which the 30-day notice period is waived
by regulation); (b) the existence with respect to any Pension Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived, the failure to make by its due
date a required installment under Section 412(m) of the Code with respect to any
Pension Plan or the failure to make any required contribution to a Multiemployer
Plan; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Pension Plan; (d) the incurrence by any

                                      -11-
<PAGE>

ERISA Entity of any liability under Title IV of ERISA with respect to the
termination of any Pension Plan; (e) the receipt by any ERISA Entity from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Pension Plan or to appoint a trustee to administer any Pension Plan, or the
occurrence of any event or condition which would reasonably be expected to
constitute grounds under ERISA for the termination of or the appointment of a
trustee to administer, any Pension Plan; (f) the incurrence by any ERISA Entity
of any liability with respect to the withdrawal or partial withdrawal from any
Pension Plan or Multiemployer Plan; (g) the receipt by an ERISA Entity of any
notice concerning the imposition of Withdrawal Liability or a determination that
a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (h) the "substantial cessation of
operations" within the meaning of Section 4062(e) of ERISA with respect to a
Pension Plan; (i) the making of any amendment to any Pension Plan which would
reasonably be expected to result in the imposition of a lien or the posting of a
bond or other security; or (j) the occurrence of a nonexempt prohibited
transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which would reasonably be expected to result in material liability to the
Company or any of the Subsidiaries of the Company.

                  "ERISA GROUP" means the Company, any Subsidiary of the Company
and 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 Subsidiary of the Company, are treated as a single
employer under Section 414 of the Code.

                  "EVENT OF DEFAULT" means each of the events set forth in
Section 7.1.

                  "EXCESS CASH FLOW" means, for any fiscal year of the Company,
EBITDA for such period, minus Consolidated Interest Expense (to the extent paid
in cash) for such period, minus cash payments of income taxes, minus the amount
of Capital Expenditures made by the Company and its Restricted Subsidiaries
during such period (except to the extent financed with the proceeds of
Indebtedness (other than the incurrence of loans under the Revolving Credit
Facility) or equity or pursuant to Capitalized Lease Obligations or to the
extent constituting a reinvestment of the Net Cash Proceeds from the sale of any
assets under Section 6.13 or the reinvestment of casualty insurance proceeds),
minus (plus) additions (reductions) to Consolidated Working Capital (exclusive,
without duplication, of the net effect of current assets and current liabilities
acquired during the period) for such period, minus permanent repayments of
principal (excluding repayments of principal under the Revolving Credit Facility
unless accompanied by a permanent reduction of the commitment thereunder in a
like amount) of outstanding Indebtedness to the extent actually paid, but
excluding repayments made with proceeds of other Indebtedness or equity or
casualty insurance proceeds or repayments of principal from the proceeds of
direct or indirect sales, issuances, conveyances, leases, assignments, transfers
or other dispositions of assets, minus the aggregate cash consideration
utilized, without duplication, to pay (A) Permitted Investments made under
clause (j) of the definition thereof, (B) dividends made under Section
6.3(b)(4), (C) to make cash payments made under Section 6.3(b)(5) and (D) to pay
the fair market value of assets acquired pursuant to clause (b)(i) of the
definition of "Permitted Investments," in each case, during

                                      -12-
<PAGE>

such fiscal year (except to the extent such Permitted Investments and dividends
were financed with the proceeds of Indebtedness (other than inter-company
Indebtedness or the incurrence of loans under the Revolving Credit Facility) or
equity or casualty insurance proceeds or proceeds of direct or indirect sales,
issuances, conveyances, leases, assignments, transfers or other dispositions of
assets) and minus any cash paid in the current period relating to a non-cash
charge or expense taken in a prior period.

                  "EXCESS CASH FLOW PERIOD" means (i) the period taken as one
accounting period from January 1, 2005 and ending on December 31, 2005 and (ii)
each fiscal year of the Company thereafter.

                  "EXCESS EXTRAORDINARY RECEIPTS" has the meaning set forth in
Section 2.5(a)(ii)(II).

                  "EXCESS PROCEEDS" has the meaning set forth in Section 6.13.

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

                  "EXECUTIVE ORDER" has the meaning set forth in Section 4.29.

                  "EXTRAORDINARY RECEIPTS" means the total cash insurance
proceeds, condemnation awards or other compensation received by the Company or
any of its Restricted Subsidiaries in respect of any Casualty Event; but in the
case of any prepayment made pursuant to Section 2.5(a)(ii)(II) hereof (a
"CASUALTY PREPAYMENT EVENT"), net of (A) the amount of any tax required to be
paid as a result of such Casualty Prepayment Event, (B) all other reasonable
costs and expenses properly incurred by the Company or any Restricted Subsidiary
of the Company in connection with such Casualty Prepayment Event (including,
without limitation, legal, accounting and investment banking fees and brokerage
and sales commissions) and (C) all reasonable costs and expenses incurred in
connection with the collection of such proceeds, awards or other compensation.

                  "FAIR MARKET VALUE" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
the Company acting in good faith and shall, in the case of any assets or
property the fair market value of which exceeds $10.0 million, be evidenced by a
resolution of the Board of Directors of the Company delivered to the
Administrative Agent.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so pub-

                                      -13-
<PAGE>

lished for any day which is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by the Administrative
Agent.

                  "FINANCING TRANSACTIONS" means, collectively, (i) the
repayment of the Company's outstanding amounts under its existing $275.0 million
revolving credit facility and the termination of such facility, (ii) the
repayment and retirement of the Company's (a) $35.0 million in outstanding
indebtedness to The Metropolitan Life Insurance Company due in November 2004,
(b) $40.0 million in outstanding indebtedness to John Hancock Life Insurance
Company and others due in December 2011 and (c) $25.0 million in outstanding
indebtedness to John Hancock Life Insurance Company and others due in September
2009, (iii) the repayment and retirement of the $150.0 million synthetic lease
facility of Permaclear East, Inc. maturing in July 2004, (iv) the repayment of
all outstanding amounts under and the termination of the Company's existing
accounts receivables facility, (v) the prepayment of a raw material contract for
no more than $81.0 million and the purchase of the stock of the entity holding
such raw material contract for not more than $5.0 million, and (vi) the
termination of certain swap agreements of approximately $12.0 million (the
agreements, contracts, facilities or arrangements set forth in clauses (i)
through (vi) above, each a "REFINANCED FACILITY").

                  "FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of (1) EBITDA of such Person during the four full fiscal
quarters (the "FOUR QUARTER PERIOD") ending on or prior to the date of the
transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio
(the "TRANSACTION DATE") to (2) the aggregate Fixed Charges of such Person for
the Four Quarter Period.

                  In addition to and without limitation of the foregoing, for
purposes of this definition, "EBITDA" and "Fixed Charges" shall be calculated
after giving effect on a pro forma basis for the period of such calculation to
(i) the incurrence or repayment of any Indebtedness of such Person or any of its
Restricted Subsidiaries (and the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or repayment of
other Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities, at any time
subsequent to the first day of the Four Quarter Period and on or prior to the
Transaction Date (the "REFERENCE PERIOD"), as if such incurrence or repayment,
as the case may be (and the application of the proceeds thereof), occurred on
the first day of the Four Quarter Period, (ii) any Investment, during the
Reference Period, in any other Person that, as a result of such Investment,
becomes a Restricted Subsidiary of such Person, (iii) the acquisition, during
the Reference Period (by merger, consolidation or purchase of stock or assets),
of any business or assets, and (iv) any sales or other dispositions of assets
(other than sales of inventory in the ordinary course of business) occurring
during the Reference Period, in each case as if such incurrence, repayment,
Investment, acquisition or asset sale had occurred on the first day of the
Reference Period; provided that whenever pro forma effect is given to an
acquisition, pro forma expense and cost reductions shall be calculated on a
basis consistent with Article 11 of Regulation S-X of the Securities Act and,

                                      -14-
<PAGE>

furthermore, (A) Fixed Charges attributable to any Indebtedness computed on a
pro forma basis and bearing a floating interest rate shall be computed as if the
rate in effect on the Transaction Date had been the applicable rate in effect
for the period, unless such Person or any of its Restricted Subsidiaries is a
party to an Interest Rate Agreement of the type described in the definition of
"Permitted Indebtedness" which will remain in effect for the 12-month period
after the Transaction Date and which has the effect of fixing the interest rate
on the date of computation, in which case such rate (whether higher or lower)
shall be used, and (B) there shall be excluded from Fixed Charges any portion of
such Fixed Charges related to any amount of Indebtedness that was outstanding
during or subsequent to the Reference Period but is not outstanding on the
Transaction Date, except for Fixed Charges actually incurred with respect to
Indebtedness borrowed (as adjusted pursuant to clause (A)) under a revolving
credit or similar arrangement to the extent the commitment thereunder remains in
effect on the Transaction Date. If such Person or any of its Restricted
Subsidiaries directly or indirectly guarantees any Indebtedness of a third
Person, the Fixed Charge Coverage Ratio shall, without duplication, give effect
to the incurrence of such Indebtedness as if such Person or Restricted
Subsidiary had directly incurred such guaranteed Indebtedness.

                  "FIXED CHARGES" means, with respect to any Person, for any
period, the aggregate amount of (i) Consolidated Interest Expense during such
period and (ii) dividend requirements on Preferred Stock of such Person and its
Restricted Subsidiaries (whether in cash or otherwise (except dividends payable
in shares of Qualified Capital Stock and dividends paid on Preferred Stock of
Unrestricted Subsidiaries)) paid or scheduled to be paid in cash during such
period and excluding items eliminated in consolidation. For purposes of this
definition, (a) interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by the Board of Directors of
such Person (as evidenced by a resolution of the Board of Directors) to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP, (b) interest on Indebtedness incurred during such period (other than
Indebtedness incurred pursuant to working capital facilities) that is determined
on a fluctuating basis shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest of such Indebtedness in effect on the date Fixed
Charges are being calculated and (c) Fixed Charges shall be increased or reduced
by the net cost (including amortization of discount) or benefit associated with
Interest Rate Agreements attributable to such period. For purposes of clause
(ii) above, dividend requirements shall be increased to an amount representing
the pretax earnings that would be required to cover such dividend requirements;
accordingly, the increased amount shall be equal to a fraction, the numerator of
which is the amount of such dividend requirements and the denominator of which
is one (1) minus the applicable actual combined federal, state, local and
foreign income tax rate of such Person and its Restricted Subsidiaries
(expressed as a decimal), on a consolidated basis, for the fiscal year
immediately preceding the date of the transaction giving rise to the need to
calculate Fixed Charges.

                  "FOREIGN PLAN" means any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by, or entered
into with, the Company or any Subsidiary of the Company with respect to
employees employed outside the United States.

                                      -15-
<PAGE>

                  "FOREIGN SUBSIDIARY" means each Subsidiary of the Company that
is incorporated or organized under the laws of and conducts substantially all of
its business in any jurisdiction other than the United States, any State
thereof, the United States Virgin Islands or Puerto Rico.

                  "FUNDING SUBSIDIARY GUARANTOR" has the meaning ascribed to it
in Section 10.6.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
date hereof.

                  "GOVERNMENTAL AUTHORITY" means any federal, state, local or
foreign court, central bank or governmental agency, authority, instrumentality
or regulatory body or any subdivision thereof.

                  "GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS" shall
mean any Requirement of Law of any Governmental Authority requiring notification
of the buyer, lessee, mortgagee, assignee or other transferee of any Real
Property, facility, establishment or business, or notification, registration or
filing to or with any Governmental Authority, in connection with the sale,
lease, mortgage, assignment or other transfer (including any transfer of
control) of any Real Property, facility, establishment or business, of the
actual or threatened presence or Release in or into the Environment, or the use,
disposal or handling of Hazardous Material on, at, under or near the Real
Property, facility, establishment or business to be sold, leased, mortgaged,
assigned or transferred.

                  "GUARANTEE OBLIGATIONS" means, as to any Subsidiary Guarantor,
all obligations of every nature of such Subsidiary Guarantor from time to time
owing to the Lenders and the Administrative Agent under the Credit Documents to
which it is a party (including its Guarantee), whether for principal,
reimbursements, interest, premium, fees, penalties, expenses, indemnities,
damages or otherwise.

                  "GUARANTEES" means, collectively, the guarantees delivered to
the Lenders by the Subsidiary Guarantors pursuant to Article 10 which are
evidenced by notations of guarantee substantially in the form of Exhibit VIII.

                  "HAZARDOUS MATERIALS" means any pollutant, contaminant, waste,
chemical, material or substance or constituent, including without limitation,
any petroleum or petroleum products, radioactive materials, asbestos in any form
that is or could become friable and require abatement, transformers or other
equipment that contain dielectric fluid containing polychlorinated biphenyls,
and radon gas, subject to regulation or which could give rise to liability under
Environmental Laws.

                                      -16-
<PAGE>

                  "INCUR" means to create, incur, assume, guarantee, acquire,
become liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment (and "incurrence," "incurred," "incurrable" and
"incurring" shall have meanings correlative to the foregoing); provided,
however, that the accretion of principal of a non-interest bearing or other
discount security or the accrual of interest shall not be deemed the incurrence
of Indebtedness.

                  "INDEBTEDNESS" means, with respect to any Person, without
duplication

                  (i)      all indebtedness, obligations and liabilities of such
         Person for borrowed money,

                  (ii)     that portion of obligations with respect to
         Capitalized Lease Obligations that is properly classified as a
         liability on a balance sheet of such Person in conformity with GAAP,

                  (iii)    notes payable and drafts accepted representing
         extensions of credit, whether or not representing obligations for
         borrowed money, of such Person,

                  (iv)     any indebtedness, obligation or liability of such
         Person owed for all or any part of the deferred purchase price of
         property or services, conditional sale obligations and obligations
         under title retention agreements (excluding any such obligations
         incurred under ERISA), which purchase price is (a) due more than six
         months (or a longer period of up to one year, if such terms are
         available from suppliers in the ordinary course of business) from the
         date of incurrence of the obligation in respect thereof or (b)
         evidenced by a note or similar written instrument,

                  (v)      all indebtedness, obligations and liabilities (other
         than those constituting an operating lease) secured by any Lien on any
         property or asset owned or held by that Person regardless of whether
         the indebtedness secured thereby shall have been assumed by that Person
         or is nonrecourse to the credit of that Person,

                  (vi)     guarantees of such Person in respect of Indebtedness
         of other Persons,

                  (vii)    guarantees and other contingent obligations in
         respect of Indebtedness referred to in clauses (i) through (v) above,

                  (viii)   all Disqualified Capital Stock issued by such Person
         with the amount of Indebtedness represented by such Disqualified
         Capital Stock being equal to the greater of its voluntary or
         involuntary liquidation preference and its maximum fixed repurchase
         price, but excluding accrued dividends, if any, and

                  (ix)     all obligations and liabilities under Currency
         Agreements, Interest Rate Agreements and Raw Material Hedge Agreements
         and similar agreements or arrangements.

                                      -17-
<PAGE>

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Agreement, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value to be determined reasonably
and in good faith by the Board of Directors of the issuer of such Disqualified
Capital Stock. Notwithstanding the foregoing, "Indebtedness" shall not include
trade payables and accrued liabilities incurred in the ordinary course of
business for the purchase of goods or services which are not secured by a Lien
other than a Permitted Encumbrance. Indebtedness shall not include deferred
payments on intercompany sales pursuant to appropriate transfer pricing terms
and which are paid within 45 days or in accordance with customary trade terms
between unaffiliated parties.

                  "INDEMNIFIED LIABILITIES" has the meaning ascribed to such
term in Section 11.4.

                  "INDEMNITEES" has the meaning ascribed to such term in Section
11.4.

                  "INDEPENDENT FINANCIAL ADVISOR" means a firm (i) which does
not, and whose directors, officers and employees or Affiliates do not, have a
direct or indirect financial interest in the Company and (ii) which, in the
judgment of the Board of Directors of the Company, is otherwise independent and
qualified to perform the task for which it is to be engaged.

                  "INSURANCE POLICIES" means the insurance policies and
coverages required to be maintained by each Loan Party which is an owner of
Mortgaged Property with respect to the applicable Mortgaged Property pursuant to
Section 5.4 and all renewals and extensions thereof.

                  "INSURANCE REQUIREMENTS" means, collectively, all provisions
of the Insurance Policies, all requirements of the issuer of any of the
Insurance Policies and all orders, rules, regulations and other requirements of
the National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon each Loan Party which is an owner of Mortgaged Property
and applicable to the Mortgaged Property or any use or condition thereof.

                  "INTERCOMPANY INDEBTEDNESS" means any Indebtedness of the
Company or any Subsidiary Guarantor or Wholly-Owned Restricted Subsidiary of the
Company that is not a Subsidiary Guarantor that, in the case of the Company, is
owing to any Subsidiary Guarantor or Wholly-Owned Restricted Subsidiary of the
Company that is not a Subsidiary Guarantor and that, in the case of any such
Subsidiary, is owing to the Company or any Subsidiary Guarantor or Wholly-Owned
Restricted Subsidiary of the Company that is not a Subsidiary Guarantor;
provided that if as of any date any Person other than the Company or a
Subsidiary Guarantor or Wholly-Owned Restricted Subsidiary of the Company that
is not a Subsidiary Guarantor owns or holds such Indebtedness, or holds any Lien
in respect thereof, such Indebt-

                                      -18-
<PAGE>

edness shall no longer be Intercompany Indebtedness permitted to be incurred
pursuant to Section 6.1(iv).

                  "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement
set forth in Exhibit XIII, as may be amended, restated, supplemented and/or
otherwise modified from time to time.

                  "INTEREST PAYMENT DATE" shall have the meaning set forth in
Section 2.3.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap or floor agreement, interest rate collar agreement
or other similar agreement or arrangement

                  "INTEREST RATE DETERMINATION DATE" means, with respect to any
Quarterly Period, the second Business Day on which banks in New York and London
are open prior to the first Business Day of such Quarterly Period.

                  "INTERNAL REVENUE CODE" or "CODE" means the Internal Revenue
Code of 1986, as amended from time to time, and any successor code or statute.

                  "INVESTMENT" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit and receivables and deposits to secure leases by the Company and its
Restricted Subsidiaries in the ordinary course of business of the Company or
such Restricted Subsidiary, as the case may be. If the Company or any Restricted
Subsidiary of the Company (a) sells or otherwise disposes of any Common Stock of
any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, the Company no longer owns,
directly or indirectly, greater than 50% of the outstanding Common Stock of such
Restricted Subsidiary or (b) enters into a transaction such that after giving
effect to such transaction any Restricted Subsidiary of the Company ceases to be
a Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale, disposition or transaction equal to the
fair market value of the Common Stock of such Restricted Subsidiary which
continues to be held directly or indirectly by the Company subsequent to the
consummation of the transactions set forth in clauses (a) or (b), as the case
may be. Investment shall also include the payment of dividends on, or redemption
of, the KHL Preferred Stock, net of cash received from Foreign Subsidiaries that
are not Subsidiary Guarantors by the Company or one or more Subsidiary
Guarantors.

                  "JOINT LEAD ARRANGERS AND JOINT LEAD BOOKRUNNERS" means DBSI
and JPM, or their respective successors, in their capacities as Joint Lead
Arrangers and Joint Lead Bookrunners.

                                      -19-
<PAGE>

                  "KHL" means KHL, Inc., a Delaware corporation and a
wholly-owned Subsidiary of the Company.

                  "KHL PREFERRED STOCK" means the 8% Preferred Stock issued
prior to the Closing Date by KHL to MAC IBC.

                  "LANDLORD ACCESS AGREEMENT" means an agreement substantially
in the form of Exhibit XIV.

                  "LAWS" means all applicable statutes, laws, ordinances,
regulations, rules, orders, judgments, writs, injunctions or decrees of any
state, commonwealth, nation, territory, possession or province, or Tribunal, and
"LAW" means each of the foregoing.

                  "LEASES" means any and all leases, subleases, tenancies,
options, concession agreements, rental agreements, occupancy agreements,
franchise agreements, access agreements and any other agreements (including all
amendments, extensions, replacements, renewals, modifications and/or guarantees
thereof), whether or not of record and whether now in existence or hereafter
entered into, affecting the use or occupancy of all or any portion of any Real
Property.

                  "LENDERS" has the meaning ascribed to that term in the
introduction to this Agreement and shall include any assignee of any Loan, Note
or Loan Commitment to the extent of such assignment.

                  "LIBOR RATE" means the rate determined on the basis of the
offered rates for deposits in U.S. Dollars in the London interbank market for a
period of three months which is published by the British Bankers' Association
and currently appears on Telerate page 3750 as of 11:00 a.m., London time, on
the Interest Rate Determination Date; provided that if, for any reason, such a
rate is not published by the British Bankers' Association, the LIBOR Rate shall
be equal to a rate per annum equal to the average rate (rounded upwards, if
necessary, to the nearest 1/100 of 1%) at which the Administrative Agent
determines that U.S. Dollars in an amount comparable to the amount of the Loan
are being offered to prime banks at approximately 11:00 a.m., London time, on
the Interest Rate Determination Date for such Quarterly Period for a term
comparable to such Quarterly Period for settlement in immediately available
funds by leading banks in the London interbank market selected by the
Administrative Agent divided (and rounded upward to the next whole multiple of
1/16 of 1%) by a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including without limitation any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D under the Board of Governors of the Federal Reserve System (or any
successor category of liabilities under such Regulation D).

                  "LIEN" means any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement,

                                      -20-
<PAGE>

any lease in the nature thereof, and any agreement to give any security
interest) and any option, trust or other preferential arrangement having the
practical effect of any of the foregoing.

                  "LOAN" has the meaning set forth in Section 2.1(a).

                  "LOAN COMMITMENT" has the meaning set forth in Section 2.1(a).

                  "LOAN DOCUMENTS" means this Agreement, the Notes and the
Guarantees.

                  "LOAN PARTIES" means the Company and each of its Subsidiaries
that is party to any Credit Document.

                  "MAC IBC" means MAC IBC Ltd., a company organized under the
laws of Barbados.

                  "MATERIAL ADVERSE CHANGE" means a material adverse change in
the business, results of operations, properties, assets, condition (financial or
otherwise), liabilities (actual or contingent) or prospects of the Company and
its Restricted Subsidiaries, taken as a whole.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
the business, results of operations, properties, assets, financial condition or
liabilities (actual or contingent) of the Company and its Restricted
Subsidiaries, taken as a whole.

                  "MATERIAL SUBSIDIARY" means, with respect to any accounting
period, any Restricted Subsidiary of the Company (i) whose revenues (excluding
intercompany items) constitute greater than 5% of the aggregate dollar value of
the revenues of Company and its Restricted Subsidiaries, taken as a whole, for
such accounting period or (ii) the fair market value of whose assets at any time
during such accounting period is greater than 5% of the fair market value of all
of the assets of Company and its Restricted Subsidiaries taken as a whole at
such time.

                  "MATURITY DATE" has the meaning ascribed to such term in
Section 2.2.

                  "MORTGAGE" means an agreement, including, but not limited to,
a mortgage, deed of trust or any other document, creating and evidencing a Lien
on a Mortgaged Property, which (i) in the case of Real Property owned in fee,
shall be substantially in the form of Exhibit X-1 and (ii) in the case of leased
Real Property, shall be substantially in the form of Exhibit X-2 or other form
reasonably satisfactory to the Collateral Agent, in each case, with such
schedules and including such provisions as shall be necessary to conform such
document to applicable local or foreign law or as shall be customary under
applicable local or foreign law.

                  "MORTGAGED PROPERTY" means (a) each Real Property identified
on Schedule 1.1(c) hereto and (b) each Real Property, if any, which shall be
subject to a Mortgage delivered after the Closing Date pursuant to Section
5.11(c).

                                      -21-
<PAGE>

                  "MULTIEMPLOYER PLAN" means a multiemployer plan within the
meaning of Section 4001(a)(3) of ERISA (i) to which any ERISA Entity is then
making or accruing an obligation to make contributions, (ii) to which any ERISA
Entity has within the preceding five plan years made contributions, including
any Person which ceased to be an ERISA Entity during such five year period, or
(iii) with respect to which the Company or a Subsidiary of the Company could
incur liability.

                  "NET CASH PROCEEDS" means, with respect to any Asset Sale,
Cash Proceeds of such Asset Sale net of bona fide direct costs of sale
including, but not limited to, (i) the cash expenses of such Asset Sale
(including, without limitation, the payment of principal, premium, if any, and
interest on Indebtedness required to be paid as a result of such Asset Sale and
legal, accounting and investment banking fees and sales commission(s)), (ii)
taxes paid or payable as a result thereof, (iii) any portion of cash proceeds
which the Company determines in good faith should be reserved for post-closing
adjustments, it being understood and agreed that on the day that all such
post-closing adjustments have been determined, the amount (if any) by which the
reserved amount in respect of such Asset Sale exceeds the actual post-closing
adjustments payable by the Company or any of its Subsidiaries shall constitute
Net Cash Proceeds on such date, and (iv) any relocation expenses and pension,
severance and shutdown costs incurred as a result thereof.

                  "NON-GUARANTOR SUBSIDIARY" means any Restricted Subsidiary of
the Company which is not and is not required pursuant to the terms of this
Agreement to be a Subsidiary Guarantor.

                  "NOTES" has the meaning set forth in Section 2.1(d).

                  "NOTICE OF BORROWING" means a notice substantially in the form
of Exhibit IV with respect to a proposed borrowing.

                  "OBLIGATIONS" means all obligations of every nature of the
Company from time to time owed to the Lenders, the Administrative Agent or the
Collateral Agent under the Credit Documents, whether for principal,
reimbursements, interest, fees, penalties, expenses, indemnities, damages or
otherwise, and whether primary, secondary, direct, indirect, contingent, fixed
or otherwise (including obligations of performance).

                  "OFAC" has the meaning set forth in Section 4.29(b)(v).

                  "OFFICER" means the Chairman of the Board, the President, any
Vice President, the Chief Financial Officer, the Controller, the Treasurer,
Assistant Treasurer, the Secretary or Assistant Secretary.

                  "OFFICER'S CERTIFICATE" means, as applied to any corporation,
a certificate executed on behalf of such corporation by an Officer.

                                      -22-
<PAGE>

                  "OPTION" means an option agreement between the Company and a
Foreign Subsidiary that is not a Subsidiary Guarantor relating to the value of
the common stock of the Company pursuant to which any settlement is deferred
until at least one year beyond the final maturity of this Agreement.

                  "OTHER TAXES" has the meaning ascribed to such term in Section
11.19(b).

                  "PAYMENT OFFICE" means the office of the Administrative Agent
c/o Deutsche Bank Trust Company Americas located at 60 Wall Street, New York,
New York 10005 or such other office as the Administrative Agent may designate
(with the consent of the Company, which consent shall not unreasonably be
withheld) to the Company and the Lenders from time to time.

                  "PAYMENT RESTRICTION" has the meaning ascribed to such term in
Section 6.7.

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

                  "PENSION PLAN" means an employee pension benefit plan (other
than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to
the minimum funding standards under Section 412 of the Code or Section 302 of
ERISA and is maintained or contributed to by any ERISA Entity or with respect to
which the Company or a Subsidiary of the Company could incur liability.

                  "PERFECTION CERTIFICATE" means a certificate in the form of
Exhibit XI-1 or any other form approved by the Collateral Agent, as the same
shall be supplemented from time to time by a Perfection Certificate Supplement
or otherwise.

                  "PERFECTION CERTIFICATE SUPPLEMENT" means a certificate
supplement in the form of Exhibit XI-2 or any other form approved by the
Collateral Agent.

                  "PERMITTED AFFILIATE TRANSACTIONS" has the meaning ascribed to
it in Section 6.8(b).

                  "PERMITTED COLLATERAL LIENS" means (i) Liens of the type
described in clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (xii),
(xiv), (xv), (xvi) (to the extent expressly permitted therein), (xix)(B), (xx)
and (xxiii) of the definition of "Permitted Encumbrances" and (ii) in the case
of Mortgaged Property, the Liens described in clauses (iii), (iv), (vi), (vii),
(viii), (x), (xvi) (to the extent expressly permitted therein), (xix)(B), (xx)
and (xxiii); provided, however, upon the Closing Date or upon the date of
delivery of each additional Mortgage under Section 5.11 or 5.12, Permitted
Collateral Liens shall mean only those liens set forth in Schedule B to the
applicable Mortgage; and provided, further, with respect to any Liens described
in clauses (iii), (iv), (v) and (vi) of the definition of "Permitted
Encumbrance," to the extent such Liens are on Collateral, such Liens will only
be "Permitted Collateral Liens" if the

                                      -23-
<PAGE>

Company or the Restricted Subsidiary, as the case may be, has complied with the
Contested Collateral Lien Conditions with respect to such Lien.

                  "PERMITTED ENCUMBRANCES" means

                  (i)      Liens granted to secure the obligations under any
         Interest Rate Agreement, any Raw Material Hedge Agreement and any
         Currency Agreement, in each case, of the type described in the
         definition of "Permitted Indebtedness";

                  (ii)     Liens existing on the Closing Date set forth on
         Schedule 1.1(a) to the extent and in the manner such Liens are in
         effect on the Closing Date;

                  (iii)    Liens for taxes, assessments, governmental charges or
         claims not yet due or which are being contested in good faith by
         appropriate proceedings promptly instituted and diligently conducted
         which proceedings (or orders entered in connection with such
         proceedings) have the effect of preventing the forfeiture or sale of
         the property subject to any such Lien and if a reserve or other
         appropriate provision, if any, as shall be required in conformity with
         GAAP shall have been made therefor;

                  (iv)     statutory Liens of landlords and banks and rights of
         offset, and Liens of carriers, warehousemen, suppliers, workmen,
         repairmen, mechanics and materialmen and other Liens imposed by law
         incurred in the ordinary course of business for sums not yet delinquent
         for a period of more that 60 days or being contested in good faith by
         appropriate proceedings promptly instituted and diligently conducted
         which proceedings (or orders entered in connection with such
         proceedings) have the effect of preventing the forfeiture or sale of
         the property subject to any such Lien, if such reserve or other
         appropriate provision, if any, as shall be required by GAAP shall have
         been made therefor;

                  (v)      Liens incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, or to secure
         the performance of tenders, statutory obligations, surety and appeal
         bonds, bids, leases, government contracts, trade contracts, utility
         payments, performance and return-of-money bonds and other similar
         obligations (exclusive of obligations for the payment of borrowed
         money);

                  (vi)     any attachment or judgment Lien not constituting an
         Event of Default;

                  (vii)    leases or subleases granted to others not interfering
         in any material respect with the ordinary conduct of the business of
         the Company and its Subsidiaries, taken as a whole;

                  (viii)   easements, rights-of-way, zoning and other
         restrictions, minor defects, encroachments or irregularities in title
         and other similar charges or encumbrances not

                                      -24-
<PAGE>

         interfering in any material respect with the ordinary conduct of the
         business of the Company and its Subsidiaries, taken as a whole;

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

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

                  (xi)     Liens upon specific items of inventory or other goods
         and proceeds of any Person securing such Person's obligations in
         respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods in the ordinary course of business;

                  (xii)    Liens securing reimbursement obligations with respect
         to letters of credit which encumber documents and other property
         relating to such letters of credit and the products and proceeds
         thereof;

                  (xiii)   Liens to secure Permitted Refinancing Indebtedness to
         the extent the Indebtedness refinanced was secured and such Liens do
         not extend to any property other than the property which was subject to
         the Lien under the Indebtedness being refinanced;

                  (xiv)    Liens arising out of consignment or similar
         arrangements for the sale of goods entered into by the Company or any
         of its Restricted Subsidiaries in the ordinary course of business of
         the Company and its Restricted Subsidiaries;

                  (xv)     Liens arising from filing UCC financing statements
         regarding leases;

                  (xvi)    Liens securing Indebtedness incurred pursuant to
         clause (x) of the definition of Permitted Indebtedness; provided that
         up to $20.0 million of such Indebtedness may be secured by Liens on
         Collateral, which Liens may rank pari passu in priority with any Liens
         and security interests on Collateral created or granted under any
         Security Document (such Indebtedness, "ADDITIONAL FIRST PRIORITY
         INDEBTEDNESS") and the remaining Indebtedness incurred pursuant to such
         clause may be secured by Liens on Collateral which Liens shall in all
         respects be subject and subordinate in priority to any Liens and
         security interests on such Collateral created or granted under any
         Security Document;

                  (xvii)   Liens on assets of Restricted Subsidiaries securing
         letters of credit issued in the ordinary course of business of such
         Restricted Subsidiaries;

                  (xviii)  Liens securing Intercompany Indebtedness to the
         extent permitted by clause (iv) of the definition of Permitted
         Indebtedness;

                                      -25-
<PAGE>

                  (xix)    Liens securing obligations with respect to
         Indebtedness of the type described in (A) clause (ii) and (B) clauses
         (vi), (vii) and (xxii) of the definition of Permitted Indebtedness;

                  (xx)     Liens securing obligations with respect to
         Indebtedness of the type described in clause (xviii) or (xix) of the
         definition of Permitted Indebtedness; provided that the Liens on any
         Collateral securing such obligations shall in all respects be subject
         and subordinate in priority to any Liens and security interests on such
         Collateral created or granted under any Security Document;

                  (xxi)    Liens securing Indebtedness incurred pursuant to
         clause (xx) of the definition of "Permitted Indebtedness";

                  (xxii)   Liens on assets of a Receivables Subsidiary incurred
         in connection with an Qualified Securitization Transaction; and

                  (xxiii)  Liens pursuant to Tax Reduction Agreements.

                  "PERMITTED HOLDER" means Warburg Pincus VIII, L.P. and its
Affiliates.

                  "PERMITTED INDEBTEDNESS" has the meaning ascribed to it in
Section 6.1(b).

                  "PERMITTED INVESTMENTS" means

                  (a)      Investments in cash and Cash Equivalents;

                  (b)      Investments by the Company or by any Restricted
         Subsidiary of the Company in any Person that is or will become
         immediately after such Investment a (i) Subsidiary Guarantor or (ii)
         Restricted Subsidiary of the Company that is not a Subsidiary
         Guarantor; provided that (A) the aggregate amount of all such
         Investments made pursuant to this clause (ii) (other than in a
         Receivables Subsidiary) shall not exceed $5.0 million at any one time
         outstanding and (B) any such Investment in such Subsidiary Guarantor or
         Restricted Subsidiary that is not a Subsidiary Guarantor is permitted
         by Section 6.6; and provided, further that (A) such Subsidiary
         Guarantor or Restricted Subsidiary that is not a Subsidiary Guarantor
         has not incurred (and will not incur as a result of or in connection
         with such transaction) any Indebtedness (other than Indebtedness
         permitted to be incurred by such Restricted Subsidiary under Section
         6.1) and (B) no Investment in any such Subsidiary Guarantor or
         Restricted Subsidiary that is not a Subsidiary Guarantor (including any
         transaction pursuant to which any Person becomes a Restricted
         Subsidiary of the Company) will be a Permitted Investment if and for so
         long as such Restricted Subsidiary is or would be subject to any
         Payment Restriction that is not permitted pursuant to Section 6.7;

                  (c)      any Investments in the Company by any Restricted
         Subsidiary of the Company;

                                      -26-
<PAGE>

                  (d)      Investments made by the Company or by its Restricted
         Subsidiaries out of the Net Cash Proceeds of an Asset Sale made in
         compliance with Section 2.5(a)(ii)(I);

                  (e)      Intercompany Indebtedness of the type described in
         clause (iv) of the definition of Permitted Indebtedness;

                  (f)      accounts receivable created or acquired in the
         ordinary course of business;

                  (g)      obligations or shares of Capital Stock received in
         connection with any good faith settlement or bankruptcy proceeding
         involving a claim relating to a Permitted Investment;

                  (h)      Currency Agreements and Interest Rate Agreements, in
         each case, of the type described in the definition of "Permitted
         Indebtedness," and the Option;

                  (i)      Raw Material Hedge Agreements of the type described
         in the definition of "Permitted Indebtedness";

                  (j)      additional Investments not to exceed $15.0 million at
         any time outstanding; and

                  (k)      Indebtedness and/or equity securities acquired in
         consideration for an Asset Sale permitted hereunder.

                  "PERMITTED REFINANCING INDEBTEDNESS" means (A) any Refinancing
by the Company of Indebtedness of the Company or any of its Restricted
Subsidiaries (other than Indebtedness incurred or outstanding pursuant to
clauses (ii), (iii), (iv), (vi), (vii), (viii), (x), (xi) through (xv) and
(xxii) of the definition of "Permitted Indebtedness," which Indebtedness shall
remain subject to the maximum aggregate amounts outstanding as set forth
therein) and (B) any Indebtedness incurred pursuant to a Refinancing by any
Restricted Subsidiary of the Company of Indebtedness incurred by such Restricted
Subsidiary (other than Indebtedness incurred or outstanding pursuant to clauses
(ii), (iii), (iv), (vi), (vii), (viii), (x), (xi) through (xv) and (xxii) of the
definition of "Permitted Indebtedness," which Indebtedness shall remain subject
to the maximum aggregate amounts outstanding as set forth therein); provided
that in the case of each of (A) and (B), (i) the principal amount of such
Permitted Refinancing Indebtedness shall not exceed the outstanding principal
amount of Indebtedness (including unused commitments) so extended, refinanced,
renewed, replaced, substituted or refunded plus any amounts incurred to pay
premiums and fees in connection therewith, (ii) the Permitted Refinancing
Indebtedness shall have a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of the Indebtedness being extended,
refinanced, renewed, replaced, substituted or refunded and (iii) to the extent
such Refinancing Indebtedness refinances Indebtedness subordinated to the Loan,
such Permitted Refinancing Indebted-

                                      -27-
<PAGE>

ness is subordinated to the Loan at least to the same extent as the Indebtedness
being extended, refinanced, renewed, replaced, substituted or refunded.

                  "PERSON" means and includes natural persons, corporations,
limited liability companies, limited partnerships, general partnerships, joint
stock companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions thereof.

                  "PLAN" means (i) any single-employer plan, as defined in
Section 4001(a)(15) of ERISA, that is maintained or contributed to by (or to
which there is an obligation to contribute to by) the Company or a Subsidiary of
the Company or an ERISA Affiliate and that is subject to Title IV of ERISA, and
(ii) each such plan for the five year period immediately following the latest
date on which the Company, a Subsidiary of the Company or any ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan if,
for purposes of this clause (ii), the Company, any Subsidiary of the Company or
any ERISA Affiliate could currently incur any liability under such plan.

                  "POTENTIAL EVENT OF DEFAULT" means a condition or event which,
after notice or lapse of time or both, would constitute an Event of Default if
that condition or event were not cured or removed within any applicable grace or
cure period.

                  "PREFERRED STOCK" of any Person means any Capital Stock of
such Person that has preferential rights (as compared to any other Capital Stock
of such Person) with respect to dividends or redemptions or upon liquidation.

                  "PREMISES" has the meaning assigned thereto in the applicable
Mortgage.

                  "PREPAYMENT OFFER NOTICE" has the meaning set forth in Section
2.5(a)(ii)(VI).

                  "PRO FORMA" means, with respect to any calculation made or
required to be made pursuant to the terms of this Agreement, a calculation in
accordance with Article 11 of Regulation S-X under the Securities Act (as it
exists on the Closing Date) as interpreted by the Company's chief financial
officer or Board of Directors in consultation with its independent certified
public accountants.

                  "PRO FORMA BALANCE SHEET" has the meaning ascribed to such
term in Section 4.5(a).

                  "PROJECTIONS" has the meaning set forth in Section 3.1(e).

                   "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

                                      -28-
<PAGE>

                  "QUALIFIED SECURITIZATION TRANSACTION" means any transaction
or series of transactions that may be entered into by any Foreign Subsidiary of
the Company or a Receivables Subsidiary pursuant to which such Foreign
Subsidiary or that Receivables Subsidiary may, pursuant to customary terms,
sell, convey or otherwise transfer to, or grant a security interest in for the
benefit of, (1) a Receivables Subsidiary or any Foreign Subsidiary of the
Company which subsequently transfers to a Receivables Subsidiary (in the case of
a transfer by such Foreign Subsidiary) and (2) any other Person (in the case of
a transfer by a Receivables Subsidiary), any accounts receivable (whether now
existing or arising or acquired in the future) of any Foreign Subsidiaries which
arose in the ordinary course of business of such Foreign Subsidiaries, and any
assets related thereto, including, without limitation, all collateral securing
such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets (including contract rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

                  "QUARTERLY PERIOD" means the period commencing on the first
calendar day of each of February, May, August or November, if such day is a
Business Day, or the first Business Day succeeding the first calendar day of
such month and ending on the day next preceding the first Business Day of the
following Quarterly Period; provided that the first Quarterly Period shall
commence on the Closing Date.

                  "RAW MATERIAL HEDGE AGREEMENTS" means commodity futures
contracts, hedging contracts, options or other similar agreements or
arrangements.

                  "REAL PROPERTY" means, collectively, all right, title and
interest (including any leasehold estate) in and to any and all parcels of or
interests in real property owned, leased or operated by any Person, whether by
lease, license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights
and other property and rights incidental to the ownership, lease or operation
thereof.

                  "REAL PROPERTY ASSETS" means interests in Real Property,
including improvements and fixtures attached thereto or used in the operation
thereof, in each case owned or leased (as lessee) by the Company or its
Subsidiaries.

                  "RECEIVABLES SUBSIDIARY" means a Wholly-Owned Foreign
Subsidiary of the Company which engages in no activities other than in
connection with the financing of accounts receivable of Foreign Subsidiaries and
which is designated (as provided below) as a Receivables Subsidiary (a) no
portion of the Indebtedness or any other obligations (contingent or otherwise)
of which (i) is guaranteed by the Company or any other Subsidiary of the Company
(excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is
recourse to or obligates the Company or any other Subsidiary of the Company in
any way other than pursuant to Standard Securitization Undertakings or (iii)
subjects any property or asset of the Company or any

                                      -29-
<PAGE>

other Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither the Company nor any of its
Subsidiaries has any contract, agreement, arrangement or understanding on terms
less favorable to the Company or such Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of the Company, and
(c) to which neither the Company nor any other Subsidiary of the Company has any
obligation to maintain or preserve such entity's financial condition or cause
such entity to achieve certain levels of operating results. Any such designation
shall be evidenced to the Administrative Agent by filing with the Administrative
Agent an Officer's Certificate of the Company certifying that, to the best of
such officer's knowledge and belief after consultation with counsel, such
designation complied with the foregoing conditions.

                  "REFERENCE DATE" has the meaning ascribed to such term in
Section 6.3(a).

                  "REFINANCE" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund or defease, or to issue a security or
Indebtedness in exchange or replacement for, such security or Indebtedness in
whole or in part; "REFINANCED" and "REFINANCING" shall have correlative
meanings.

                  "REFINANCED FACILITY" has the meaning set forth in the
definition of Financing Transactions.

                  "REGISTER" has the meaning ascribed to such term in Section
5.14.

                  "RELATED BUSINESS" means any capital expenditure or Investment
in properties and assets that replace the properties and assets that were the
subject of an Asset Sale or in properties and assets that will be used in the
business of the Company and its Subsidiaries as existing on the Closing Date or
in businesses reasonably related thereto.

                  "RELEASE" means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Materials), including, without limitation, the movement of any Hazardous
Material through the air, soil, surface water, groundwater or property.

                  "REPLACEMENT ASSETS" has the meaning set forth in Section
6.13(b)(2).

                  "REQUIRED LENDERS" means Lenders holding in the aggregate more
than 50% of the outstanding principal amount of Loans.

                  "REQUIREMENTS OF LAW" means, collectively, any and all
requirements of any Governmental Authority including any and all laws,
ordinances, rules, regulations or similar statutes or case law.

                                      -30-
<PAGE>

                  "RESTRICTED PAYMENT" has the meaning ascribed to such term in
Section 6.3(a).

                  "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company
which at the time of determination is not an Unrestricted Subsidiary.

                  "RETURNS" has the meaning ascribed to such term in Section
4.8.

                  "REVOLVING CREDIT FACILITY" means the revolving credit
agreement (the "REVOLVING CREDIT AGREEMENT") to be effective as of the Closing
Date, between the Company, the borrowers identified therein, the lenders party
thereto in their capacities as lenders thereunder and DBTCA, as administrative
agent, together with the related documents thereto (including, without
limitation, any guarantee, collateral and security agreements and/or documents),
in each case as such agreements may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

                  "SALE AND LEASEBACK TRANSACTION" means with respect to any
Person an arrangement with any bank, insurance company or other lender or
investor or to which such lender or investor is a party providing for the
leasing by such Person of any property or asset of such Person which has been or
is being sold or transferred by such Person to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such property or asset.

                  "SECOND LIEN CREDIT FACILITY" means the term loan credit
agreement providing for $265.0 million in term loans (the "SECOND LIEN CREDIT
AGREEMENT") to be entered into on the date hereof, between the Company, the
lenders party thereto in their capacities as lenders thereunder and DBTCA, as
administrative agent, together with the related documents thereto (including,
without limitation, any guarantee, collateral and security agreements and/or
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including adding Restricted Subsidiaries
of the Company as additional guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

                  "SECURED PARTIES" means, collectively, the Administrative
Agent, the Collateral Agent, each other Agent, the Lenders and each party to a
hedging agreement relating to the Loan if at the date of entering into such
hedging agreement such Person was a Lender or an Affiliate of a Lender and such
Person executes and delivers to the Administrative Agent a letter agreement in
form and substance acceptable to the Administrative Agent pursuant to

                                      -31-
<PAGE>

which such Person (i) appoints the Collateral Agent as its agent under the
applicable Credit Documents and (ii) agrees to be bound by the provisions of
Sections 9.3 and 9.9.

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

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

                  "SECURITY AGREEMENT" means a Security Agreement substantially
in the form of Exhibit XII among the Company, the Subsidiaries identified
therein and Collateral Agent for the benefit of the Secured Parties.

                  "SECURITY AGREEMENT COLLATERAL" means all property pledged or
granted as collateral pursuant to the Security Agreement delivered on the
Closing Date or thereafter pursuant to Section 5.11.

                  "SECURITY DOCUMENTS" means the Security Agreement, the
Mortgages and each other security document or pledge agreement delivered in
accordance with applicable local or foreign law to grant a valid, perfected
security interest in any property as collateral for the Obligations, and all UCC
or other financing statements or instruments of perfection required by this
Agreement, the Security Agreement, any Mortgage or any other such security
document or pledge agreement to be filed with respect to the security interests
in property and fixtures created pursuant to the Security Agreement or any
Mortgage and any other document or instrument utilized to pledge any property as
collateral for the Obligations.

                  "SOLVENT ENTITY" has the meaning ascribed to such term in
Section 4.5(c).

                  "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which are reasonably customary in an accounts
receivable securitization transaction.

                  "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
or any Subsidiary Guarantor which is expressly subordinated in right of payment
to the Loans or the Guarantee of such Subsidiary Guarantor, as the case may be.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of stock or other equity interest entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereto is at the time owned, directly or
indirectly, by that Person.

                                      -32-
<PAGE>

                  "SUBSIDIARY GUARANTORS" means each of the present Restricted
Subsidiaries of the Company listed on Schedule 1.1(b) hereto and each Subsidiary
of the Company that executes a Guarantee pursuant to Section 6.14.

                  "SURVEY" means a survey of any Mortgaged Property (and all
improvements thereon) which is (a) (i) prepared by a surveyor or engineer
licensed to perform surveys in the state where such Mortgaged Property is
located, (ii) dated (or redated) not earlier than six months prior to the date
of delivery thereof unless there shall have occurred within six months prior to
such date of delivery any exterior construction on the site of such Mortgaged
Property or any easement, right of way or other interest in the Mortgaged
Property has been granted or become effective through operation of law or
otherwise with respect to such Mortgaged Property which, in either case, can be
depicted on a survey, in which events, as applicable, such survey shall be dated
(or redated) after the completion of such construction or if such construction
shall not have been completed as of such date of delivery, not earlier than 20
days prior to such date of delivery, or after the grant or effectiveness of any
such easement, right of way or other interest in the Mortgaged Property, (iii)
certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
Title Company, (iv) complying in all respects with the minimum detail
requirements of the American Land Title Association as such requirements are in
effect on the date of preparation of such survey and (v) sufficient for the
Title Company to remove all standard survey exceptions from the title insurance
policy (or marked-up title commitment having the effect of a policy) relating to
such Mortgaged Property and issue the endorsements of the type required by
Section 3.1(n)(iii) or (b) otherwise acceptable to the Collateral Agent.

                  "SURVIVING ENTITY" has the meaning ascribed to such term in
Section 6.6(a)(1)(ii).

                  "SYNDICATION AGENT" means JPMorgan Chase Bank.

                  "SYNDICATION DATE" means that date upon which the
Administrative Agent determines in its sole discretion (and notifies the
Company) that the primary syndication (and resultant addition of Persons as
Lenders pursuant to Section 11.2(a)) has been completed.

                  "TAX REDUCTION AGREEMENT" means an agreement entered into
between the Company or a Restricted Subsidiary with a local Governmental
Authority relating to the transfer or acquisition of an asset for the purpose of
obtaining tax relief; provided that the Company or such Restricted Subsidiary
may at any time repossess such asset for nominal net consideration; and
provided, further, that such agreements may also be similar to those currently
in effect between the Company and Darlington and Florence Counties in South
Carolina; provided, further, that if the agreement relates to personal property
that constitutes or would constitute Collateral, then the Company shall provide
the Administrative Agent the documentation required by Section 3.1(m) (or, to
the extent such property could constitute Mortgaged Property, appropriate
documentation pursuant to Section 3.1(n)), as well as an acknowledgment or
consent from the relevant Governmental Authority that the Lenders have a

                                      -33-
<PAGE>

perfected Lien in such Collateral senior to any Lien purported to be granted in
favor of such Governmental Authority.

                  "TAX SHARING AGREEMENT" means any tax sharing or tax
allocation agreements entered into by the Company or any of its Subsidiaries.

                  "TAXES" means any and all taxes, assessments, fees, levies,
imposts, duties, penalties, deductions, liabilities, withholdings or other
charges of any nature whatsoever, including interest penalties, from time to
time or at any time imposed by any Law or any Tribunal.

                  "TITLE COMPANY" means Lawyers Title Insurance Corporation or
such other title insurance or abstract company as shall be approved by the
Collateral Agent insuring the Mortgages.

                  "TRANSACTION COSTS" means the fees, costs and expenses payable
by the Company pursuant hereto and other fees, costs and expenses payable by the
Company or a Subsidiary of the Company in connection with the Transactions.

                  "TRANSACTION DATE" has the meaning ascribed to such term in
the definition of "Fixed Charge Coverage Ratio."

                  "TRANSACTIONS" means, collectively, (i) the closing of and the
initial borrowings under the Revolving Credit Facility, (ii) the closing of and
incurrence of the Loan hereunder, (iii) the closing of and the borrowings under
the Second Lien Credit Facility, (iv) the Financing Transactions and (v) the
payment of fees, expenses, commissions and transaction costs in connection with
the foregoing.

                  "TRANSFEREE" has the meaning ascribed to such term in Section
11.19.

                  "TRIBUNAL" means any government, any arbitration panel, any
court or any governmental department, commission, board, bureau, agency,
authority or instrumentality of the United States or any state, province,
commonwealth, nation, territory or possession, whether now or hereafter
constituted and/or existing.

                  "UCC" means the Uniform Commercial Code as in effect from time
to time (except as otherwise specified) in any applicable state or jurisdiction.

                  "UNAUDITED FINANCIAL STATEMENTS" has the meaning set forth in
Section 3.1(e).

                  "UNITED STATES " or "U.S." means the United States of America.

                                      -34-
<PAGE>

                  "UNRESTRICTED SUBSIDIARY" of any Person means:

                  (1)      any Subsidiary of such Person that at the time of
         determination shall be or continue to be designated an Unrestricted
         Subsidiary by the Board of Directors of such Person in the manner
         provided below; and

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that:

                  (1)      the Company certifies to the Administrative Agent
         that such designation complies with Section 6.3; and

                  (2)      each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries.

                  For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
6.3, the portion of the fair market value of the net assets of such Subsidiary
of the Company at the time that such Subsidiary is designated as an Unrestricted
Subsidiary that is represented by the interest of the Company and its Restricted
Subsidiaries in such Subsidiary, in each case as determined in good faith by the
Board of Directors of the Company, shall be deemed to be an Investment. Such
designation will be permitted only if such Investment would be permitted at such
time under Section 6.3.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if:

                  (1)      (i) immediately after giving effect to such
         designation, the Fixed Charge Coverage Ratio of the Company shall be
         not less than the Fixed Charge Coverage Ratio of the Company
         immediately before such designation; or (ii) immediately after giving
         effect to such designation, the Company is able to incur at least $1.00
         of additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 6.1; and

                  (2)      immediately before and immediately after giving
         effect to such designation, no Default or Event of Default shall have
         occurred and be continuing.

                                      -35-
<PAGE>

Any such designation by the Board of Directors shall be evidenced to the
Administrative Agent by promptly filing with the Administrative Agent a copy of
the resolution of the Board of Directors giving effect to such designation and
an Officer's Certificate certifying that such designation complied with the
foregoing provisions.

                  "U.S. LEGAL TENDER" means such coin or currency of the United
States as at the time of payment shall be legal tender for the payment of public
and private debts.

                  "VOTING STOCK" means, with respect to any Person, securities
of any class or classes of Capital Stock in such Person entitling the holders
thereof (whether at all times or only so long as no senior class of stock has
voting power by reason of any contingency) to vote in the election of members of
the Board of Directors or other governing body of such Person.

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

                  "WHOLLY-OWNED FOREIGN SUBSIDIARY" means a Wholly-Owned
Subsidiary which is a Foreign Subsidiary.

                  "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means a Wholly-Owned
Subsidiary which is a Restricted Subsidiary.

                  "WHOLLY-OWNED SUBSIDIARY" means, with respect to any Person,
any corporation, association or other business entity of which 100% of the total
voting power of shares of stock or other equity interest (other than directors'
qualifying shares and/or other nominal amounts of shares held other than by such
Person) entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Wholly-Owned Subsidiaries of that Person or a combination thereof.

                  "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

                  Section 1.2 Accounting Terms

                  For the purposes of this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity
with GAAP.

                                      -36-
<PAGE>

                  Section 1.3 Other Definitional Provisions

                  Any of the terms defined in Section 1.1 may, unless the
context otherwise requires, be used in the singular or the plural depending on
the reference.

                                   ARTICLE 2

              AMOUNT AND TERMS OF LOAN COMMITMENT AND LOANS; NOTES

                  Section 2.1 The Loan

                  (a)      Loan Commitment. Subject to the terms and conditions
of this Agreement and in reliance upon the representations and warranties of the
Company herein set forth, the Lenders hereby agree to lend to the Company on the
Closing Date $185.0 million, in the aggregate (the "LOAN"), each such Lender
committing to lend the amount set forth next to such Lender's name on the
signature pages hereto. The Lenders' commitments to make the Loan to the Company
pursuant to this Section 2.1(a) are herein called individually, the "LOAN
COMMITMENT" and collectively, the "LOAN COMMITMENTS."

                  (b)      Notice of Borrowing. When the Company desires to
borrow under this Section 2.1, it shall deliver to the Administrative Agent a
Notice of Borrowing no later than 3:00 P.M. (New York time), at least one
Business Day in advance of the Closing Date or such later date as shall be
agreed to by the Administrative Agent. The Notice of Borrowing shall specify the
applicable date of borrowing (which shall be a Business Day). Upon receipt of
such Notice of Borrowing, the Administrative Agent shall promptly notify each
Lender of its share of the Loan and the other matters covered by the Notice of
Borrowing.

                  (c)      Disbursement of Funds. No later than 11:00 a.m. on
the Closing Date, each Lender will make available its pro rata share of the Loan
requested to be made on such date in the manner provided below. All amounts
shall be made available to the Administrative Agent in U.S. Legal Tender and
immediately available funds at the Payment Office and the Administrative Agent
immediately will make available to the Company by depositing to its account at
the Payment Office the aggregate of the amounts so made available in the type of
funds received. Unless the Administrative Agent shall have been notified by any
Lender prior to the Closing Date that such Lender does not intend to make
available to the Administrative Agent its portion of the Loan to be made on such
date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such date, and the Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and without
any obligation to do so) make available to the Company a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent by such Lender and the Administrative Agent has made available the same to
the Company, the Administrative Agent shall be entitled to recover such
corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Company, and the Company
shall immediately pay such corresponding amount to the

                                      -37-
<PAGE>

Administrative Agent. The Administrative Agent shall also be entitled to recover
from such Lender or the Company, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Company to the date
such corresponding amount is recovered by the Administrative Agent, at a rate
per annum equal to (x) if paid by such Lender, the overnight Federal Funds Rate
or (y) if paid by the Company, the then applicable rate of interest on the Loan.

                  Nothing herein shall be deemed to relieve any Lender from its
obligation to fulfill its Loan Commitment hereunder or to prejudice any rights
which the Company may have against any Lender as a result of any default by such
Lender hereunder.

                  (d)      Notes. The Company shall execute and deliver to each
Lender on the Closing Date a Note dated the Closing Date substantially in the
form of Exhibit I to evidence such Lender's portion of the Loan Commitment and
with appropriate insertions (the "NOTES").

                  (e)      Termination of Loan Commitment. The Loan Commitment
hereunder shall terminate on February 11, 2004 if no portion of the Loan has
been funded (other than as a result of the failure of the Lenders to fulfill
their obligations hereunder) on or before such date.

                  (f)      Pro Rata Borrowings. The Loan made under this
Agreement shall be made by the Lenders pro rata on the basis of their respective
Loan Commitments. It is understood that no Lender shall be responsible for any
default by any other Lender of its obligation to make its portion of the Loan
hereunder and that each Lender shall be obligated to make its portion of the
Loan hereunder, regardless of the failure of any other Lender to fulfill its
commitments hereunder.

                  Section 2.2 Maturity of the Loan

                  The Loan shall mature and the Company shall pay in full the
outstanding principal amount thereof and accrued interest thereon on February
10, 2009 (or if not a Business Day, on the first Business Day thereafter) (the
"MATURITY DATE").

                  Section 2.3 Interest on the Loan

                  (a)      Rate of Interest. The Loan shall bear interest on the
unpaid principal amount thereof from the date made through maturity (whether by
prepayment, acceleration or otherwise) for each Quarterly Period at a rate per
annum equal to the Applicable Rate for such period.

                  (b)      Interest Payments. Interest on the Loan shall be
payable on each February 1, May 1, August 1 and November 1 (each, an "INTEREST
PAYMENT DATE") of each year (commencing on May 1, 2004) and at maturity of the
Loan.

                                      -38-
<PAGE>

                  (c)      Post-Maturity Interest. Any principal payments on the
Loan not paid when due and, to the extent permitted by applicable law, any
interest payment on the Loan not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest payable upon demand at a rate which is 2.00% per annum
in excess of the rate of interest otherwise payable under this Agreement for the
Loan.

                  (d)      Computation of Interest. Interest on the Loan shall
be computed on the basis of a 360-day year and the actual number of days elapsed
in the period during which it accrues. In computing interest on the Loan, the
date of the making of the Loan shall be included and the date of payment shall
be excluded; provided that if the Loan is repaid on the same day on which it is
made, one day's interest shall be paid on the Loan.

                  Section 2.4 Fees

                  The Company agrees to all fees and other obligations owed to
any Agent pursuant to letter agreements between the Company and such Agent in
accordance with, and at the times specified by, each such letter agreement.

                  Section 2.5 Prepayments and Payments

                  (a)      Prepayments

                  (i)      Voluntary Prepayments. The Company may, upon not less
than five Business Days' prior written or telephonic notice confirmed in writing
to the Administrative Agent on any Interest Payment Date, prepay the Loan made
to the Company in whole or in part at any time at the redemption prices
(expressed as a percentage of principal amount) set forth below, plus accrued
and unpaid interest to the redemption date, if redeemed during the 12-month
period beginning February 10 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                                      Percentage
----                                                                      ----------
<S>                                                                       <C>
2004..................................................................       102.0%
2005..................................................................       101.0%
2006 and thereafter...................................................       100.0%;
</TABLE>

provided that each partial prepayment of principal of the Loan shall be in an
amount that is a multiple of $1.0 million and in an aggregate amount of not less
than $5.0 million.

                  Notice of prepayment having been given as aforesaid, the
principal amount of the Loan to be prepaid shall become due and payable on the
prepayment date. Amounts of the Loan so prepaid may not be reborrowed.

                                      -39-
<PAGE>

                  (ii)     Mandatory Prepayments.

                  (I)      Prepayments from Asset Sales. Subject to and in
accordance with the provisions of Section 6.13, and in accordance with clause
(VI) below, the Company shall provide the Administrative Agent with a Prepayment
Offer Notice and each Lender shall have the right to require the Company to
apply, or to cause any Restricted Subsidiary of the Company to apply, up to 100%
of the Excess Proceeds toward the prepayment at par of all or a portion of such
Lender's outstanding portion of the Loan; provided that no such prepayment shall
be required under this Section 2.5(a)(ii)(I) with respect to the disposition of
property which constitutes a Casualty Event.

                  (II)     Prepayments from Casualty Events. (w) In connection
with the receipt of any Extraordinary Receipts from a Casualty Event by the
Company or any of its Restricted Subsidiaries, so long as no Potential Event of
Default or Event of Default shall then exist or arise therefrom, the Company or
such Restricted Subsidiary may elect to apply such Extraordinary Receipts toward
the repair, replacement or restoration of any property in respect of which such
Extraordinary Receipts were paid or to reinvest in other fixed or capital
assets, no later than 365 days following the date of receipt of such proceeds;
provided that if the property subject to such Casualty Event constituted
Collateral under the Security Documents, then all property purchased with the
Extraordinary Receipts thereof pursuant to this subsection shall be made subject
to the Lien of the applicable Security Documents in favor of the Collateral
Agent, for its benefit and for the benefit of the other Secured Parties in
accordance with Sections 5.11 and 5.12.

                  (x)      Any Extraordinary Receipts not applied within the
365-day period set forth in clause (w) above (or earlier, at the option of the
Company) to so repair, replace, restore or reinvest in accordance with such
clause shall constitute "EXCESS EXTRAORDINARY RECEIPTS." When the aggregate
amount of Excess Extraordinary Receipts exceeds $2.0 million the Company shall
provide the Administrative Agent with a Prepayment Offer Notice in accordance
with the provisions of clause (VI) below and each Lender shall have the right to
require the Company to apply or to cause any Restricted Subsidiary of the
Company to apply, up to 100% of the Excess Extraordinary Receipts therefrom
toward the prepayment at par of all or a portion of such Lender's outstanding
Loan.

                  (y)      Pending the final application thereof, all
Extraordinary Receipts in excess of $5.0 million in the aggregate in respect of
all Casualty Events affecting Collateral shall be held in the Collateral Account
and released therefrom only in accordance with the provisions of Article 8 and
all other Extraordinary Receipts may be used to temporarily reduce Indebtedness
under the Revolving Credit Facility.

                  (z)      Upon completion of the repayment offer set forth in
clause (x) above, the amount of Excess Extraordinary Receipts will be deemed to
have been reset to zero.

                  (III)    Prepayments from Excess Cash Flow. On the second
Business Day of April of each year beginning in 2006 (such date, the "EXCESS
CASH FLOW PAYMENT DATE"), if

                                      -40-
<PAGE>

Excess Cash Flow for the applicable Excess Cash Flow Period is in excess of $2.0
million, the Company shall provide the Administrative Agent with a Prepayment
Offer Notice and each Lender shall have the right to require the Company to
apply an aggregate principal amount equal to up to 50% of the Excess Cash Flow
for the Excess Cash Flow Period then ended toward the prepayment at par of all
or a portion of such Lender's outstanding Loan in accordance with Section
2.5(a)(ii)(IV); provided, however, if on such date Available Liquidity (after
giving effect to the prepayment required by this Section 2.5(a)(ii)(III)) is
less than $50.0 million, then the "Excess Cash Flow Payment Date" shall be the
second Business Day of the next succeeding month when Available Liquidity (after
giving effect to the prepayment required by this Section 2.5(a)(ii)(III)) is at
least $50.0 million and, provided, further, the Company shall not be obligated
to provide a Prepayment Offer Notice if the Fixed Charge Coverage Ratio (as
defined in the Revolving Credit Agreement as in effect on the Closing Date) for
the applicable Excess Cash Flow Period is not greater than 1.0 to 1.0.

                  (IV)     Application of Prepayments. Mandatory prepayments
will first be applied to the then outstanding Obligations under the Loan.

                  (V)      Application to Other Indebtedness. Notwithstanding
anything to the contrary in this Agreement, neither the Company nor any of its
Restricted Subsidiaries is obligated to apply any amounts pursuant to this
Section 2.5(a)(ii) (other than in connection with sales of Collateral) to the
prepayment of the Loan or fund the Collateral Account to the extent that such
amounts are required to be and are applied or funded pursuant to the Revolving
Credit Facility in satisfaction of obligations under the Revolving Credit
Facility in accordance with the terms thereof.

                  (VI)     Notice and Prepayment Procedures. The Company shall
provide a written notice (a "PREPAYMENT OFFER NOTICE") to the Administrative
Agent, (A) in the case of clause (I) above, within one Business Day of the
expiration of the 365-day period referred to in Section 6.13, (B) in the case of
clause (II) above, within one Business Day of the expiration of the 365-day
period referred to therein, and (C) in the case of clause (III) above, on the
date referred to therein (unless, in each case, shorter notice is satisfactory
to the Administrative Agent), which Prepayment Offer Notice shall state the
Section and clause of this Agreement pursuant to which such Prepayment Offer
Notice is being delivered and the maximum aggregate amount which the Lenders may
require the Company to prepay thereunder. The Administrative Agent shall notify
the Lenders of its receipt of such Prepayment Offer Notice within three Business
Days of its receipt thereof (provided that failure to do so by the
Administrative Agent shall not limit the rights of any Lender to require the
Company to prepay any amounts pursuant to this Section 2.5(a)(ii)). Within five
Business Days of receipt of such notice from the Administrative Agent, each
Lender shall submit to the Administrative Agent the amount, if any, such Lender
elects to require the Company to prepay with respect to such Lender's
outstanding portion of the Loan. To the extent the Lenders shall elect to
require the Company to prepay the Loan in an amount exceeding the maximum amount
required to be offered for pre-

                                      -41-
<PAGE>

payment pursuant to the applicable clause of this Section 2.5(a)(ii), such
portion of the Loan will be prepaid on a pro rata basis (based on the amounts
each Lender submits for prepayment). Within ten Business Days of its receipt of
the Prepayment Offer Notice, the Administrative Agent shall advise the Company
as to the amounts to be prepaid pursuant to this Section 2.5(a)(ii) and the date
on which such amounts are due, which date shall be any Business Day (determined
by the Administrative Agent) within 30 days after the day it so advises the
Company.

                  (iii)    Company's Mandatory Prepayment Obligation;
Application of Prepayments. All prepayments shall include payment of accrued
interest on the principal amount so prepaid and shall be applied to payment of
interest before application to principal. Amounts prepaid pursuant to this
Section 2.5 may not be reborrowed.

                  (b)      Manner and Time of Payment. All payments of principal
and interest hereunder and under the Notes by the Company shall be made without
defense, set off or counterclaim and in same-day funds and delivered to the
Administrative Agent, unless otherwise specified, not later than 3:00 P.M. (New
York time) on the date due at the Payment Office for the account of the Lenders;
funds received by the Administrative Agent after that time shall be deemed to
have been paid by the Company on the next succeeding Business Day. The Company
hereby authorizes the Administrative Agent to charge its account with the
Administrative Agent in order to cause timely payment to be made of all
principal, interest and fees due hereunder (subject to sufficient funds being
available in its account for that purpose).

                  (c)      Payments on Non-Business Days. Whenever any payment
to be made hereunder or under the Notes shall be stated to be due on a day which
is not a Business Day, the payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
payment of interest hereunder or under the Notes or of the commitment and other
fees hereunder, as the case may be.

                  (d)      Notation of Payment. Each Lender agrees that before
disposing of any Note held by it, or any part thereof (other than by granting
participations therein), such Lender will make a notation thereon of all
principal payments previously made thereon and of the date to which interest
thereon has been paid and will notify the Company of the name and address of the
transferee of that Note; provided that the failure to make (or any error in the
making of) such a notation or to notify the Company of the name and address of
such transferee shall not limit or otherwise affect the obligation of the
Company hereunder or under such Notes with respect to the Loan and payments of
principal or interest on any such Note.

                  Section 2.6 Use of Proceeds

                  (a)      The Loan. The proceeds of the Loan shall be applied
by the Company, together with borrowings under the Second Lien Credit Facility
and the initial borrowings under the Revolving Credit Facility, to finance the
Financing Transactions and pay Transaction Costs.

                  (b)      Margin Regulations. No portion of the proceeds of any
borrowing under this Agreement shall be used by the Company in any manner which
might cause the bor-

                                      -42-
<PAGE>

rowing or the application of such proceeds to violate the applicable
requirements of Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation of the Board of
Governors or to violate the Exchange Act, in each case as in effect on the date
or dates of such borrowing and such use of proceeds.

                                   ARTICLE 3

                                   CONDITIONS

                  Section 3.1 Conditions to the Loan

                  The obligations of the Lenders to make the Loan are subject to
prior or concurrent satisfaction of each of the following conditions:

                  (a)      On or before the Closing Date, all corporate and
         other proceedings taken or to be taken in connection with the
         transactions contemplated hereby and all documents incidental thereto
         not previously found acceptable by the Administrative Agent shall be
         reasonably satisfactory in form and substance to the Administrative
         Agent, and the Administrative Agent shall have received on behalf of
         the Lenders the following items, each of which shall be in form and
         substance reasonably satisfactory to the Administrative Agent and,
         unless otherwise noted, dated the Closing Date:

                           1.       a copy of the Company's and each Subsidiary
                  Guarantor's charter, certified as of the Closing Date by one
                  of its Officers, together with a certificate of status,
                  compliance, good standing or like certificate with respect to
                  the Company and each Subsidiary Guarantor issued by the
                  appropriate government officials of the jurisdiction of its
                  incorporation, each to be dated a recent date prior to the
                  Closing Date;

                           2.       a copy of the Company's and each Subsidiary
                  Guarantor's bylaws, certified as of the Closing Date by one of
                  its Officers;

                           3.       resolutions of the Company's and each
                  Subsidiary Guarantor's Board of Directors approving and
                  authorizing the execution, delivery and performance of this
                  Agreement, each of the Credit Documents to which it is a party
                  and any other documents, instruments and certificates required
                  to be executed by the Company or such Subsidiary Guarantor in
                  connection herewith and therewith and approving and
                  authorizing the execution and delivery of the Credit Documents
                  and the consummation of the Transactions, each certified as of
                  the Closing Date by one of its Officers as being in full force
                  and effect without modification or amendment;

                           4.       executed copies of (i) this Agreement, (ii)
                  the Notes substantially in the form of Exhibit I executed in
                  accordance with Section 2.1(d)

                                      -43-
<PAGE>

                  drawn to the order of the Lenders and with appropriate
                  insertions and (iii) the other Credit Documents;

                           5.       an originally executed Notice of Borrowing
                  substantially in the form of Exhibit IV, signed by a duly
                  authorized Officer of the Company;

                           6.       originally executed copies of the written
                  opinions of (I) Edwards & Angell, LLP, counsel for the Company
                  and the Subsidiary Guarantors, substantially in the form of
                  Exhibit V and addressed to the Lenders, which shall include an
                  opinion as to the absence of any material misstatement or
                  omission in the Company's reports on Forms 10-K and 10-Q filed
                  with the Commission since February 1, 2003, (II) Edwards &
                  Angell, LLP, counsel for the Company and the Subsidiary
                  Guarantors, substantially in the form of Exhibit VI and
                  addressed to the Lenders, (III) the opinions of the various
                  local counsel identified on Exhibit VII-1 in the form of
                  Exhibit VII-2 and addressed to the Lenders, and (IV) such
                  other opinions of counsel and such certificates or opinions of
                  accountants, appraisers or other professionals as the
                  Administrative Agent shall have reasonably requested
                  including, without limitation, receipt of an environmental
                  report and technical reports from independent consultants in
                  respect of the Company and the Subsidiaries of the Company and
                  their respective properties, in form and substance reasonably
                  satisfactory to the Administrative Agent;

                           7.       a solvency certificate addressed to the
                  Administrative Agent and dated the Closing Date from the chief
                  financial officer of the Company, which solvency certificate
                  shall be in the form of Exhibit II (appropriately completed),
                  expressing opinions of value and other appropriate factual
                  information regarding the solvency of the Company and its
                  Subsidiaries (on a consolidated basis) after giving effect to
                  the Transactions and the incurrence of all financings
                  contemplated herein;

                           8.       executed or conformed copies of the
                  Revolving Credit Agreement and the Second Lien Credit
                  Agreement and any amendments thereto made on or prior to the
                  Closing Date and the related security agreements and documents
                  and other ancillary documents related thereto and a copy of
                  each legal opinion delivered in connection with therewith, and
                  in each case, the terms and provisions of thereof and all
                  documents and instruments relating thereto shall be reasonably
                  satisfactory to the Administrative Agent; and

                           9.       a notation of Guarantee, executed and
                  delivered by each Subsidiary Guarantor, dated the date of this
                  Agreement, substantially in the form of Exhibit VIII.

                  (b)      On or before the Closing Date, all authorizations,
         consents and approvals necessary in connection with the Transactions
         shall have been obtained and remain

                                      -44-
<PAGE>

         in full force and effect and all applicable waiting periods under Law
         applicable to the Financing Transactions shall have expired without any
         action being taken by any competent authority (including, without
         limitation, any Tribunal) which restrains, prevents or imposes
         materially adverse conditions upon the completion of the Financing
         Transactions or the financing thereof and evidence of the receipt of
         such authorizations, consents and approvals satisfactory to the
         Administrative Agent shall have been delivered to the Administrative
         Agent.

                  (c)      On or before the Closing Date, the Company shall have
         paid all fees payable on the Closing Date pursuant to Section 2.4.

                  (d)      Prior to or substantially concurrent with the
         borrowing of the Loan, (i) the Company shall have closed the Revolving
         Credit Agreement providing for commitments to the Company and/or the
         Subsidiary Guarantors of up to $175.0 million (and not less than $125.0
         million) and shall have drawn not more than $60.0 million thereunder
         and which at the Closing Date shall provide for then current available
         borrowings of not less than $90.0 million; (ii) the Company shall have
         closed the Second Lien Credit Agreement and shall have received not
         less than $265.0 million (before giving effect to the 2.0% fee to
         market) in term loans pursuant thereto; and (iii) the Company shall
         have consummated the Financing Transactions, repaid all amounts
         outstanding under each of the Refinanced Facilities, terminated any and
         all commitments with respect thereto and any and all Liens and/or other
         security interests granted or created thereunder shall have been
         released and/or terminated, and, in each case, the Company shall have
         provided to the Administrative Agent satisfactory evidence of such.

                  (e)      The Administrative Agent shall have received and
         reviewed, and be satisfied with, (i) audited consolidated balance
         sheets and related statements of income, stockholders' equity and cash
         flows of the Company prepared in accordance with GAAP for each of the
         last three fiscal years ending more than 90 days prior to the Closing
         Date, in each case, audited by and accompanied by an unqualified
         opinion (other than with respect to changes of methods of accounting in
         accordance with GAAP and the exclusion of an opinion on reports of
         other auditors) of the Company's independent public accountants, within
         the meaning of the Securities Act (the "AUDITED FINANCIAL STATEMENTS"),
         (ii) unaudited consolidated balance sheets and related statements of
         income, stockholders' equity and cash flows of Company prepared in
         accordance with GAAP for each fiscal quarter (other than the year-end
         fiscal quarter) ending after the last fiscal year covered by the
         Audited Financial Statements and prior to 30 days prior to the Closing
         Date and for the comparable periods of the preceding fiscal year (the
         "UNAUDITED FINANCIAL STATEMENTS") (with respect to which the
         independent auditors shall have performed a SAS 71 or SAS 100 review,
         as applicable), (iii) forecasts of the financial performance of the
         Company and its Subsidiaries through December 31, 2008 (the
         "PROJECTIONS") and (iv) such other financial informa-

                                      -45-
<PAGE>

         tion as the Administrative Agent or the Joint Lead Arrangers and Joint
         Lead Bookrunners may reasonably request.

                  (f)      Simultaneously with the making of the Loan by the
         Lenders, the Company shall have delivered to the Administrative Agent
         an Officer's Certificate from the Company in the form of Exhibit XV
         hereto dated the Closing Date and signed by the chief financial officer
         of the Company to the effect that (i) the representations and
         warranties in Article 4 are true, correct and complete in all material
         respects on and as of the Closing Date to the same extent as though
         made on and as of that date, (ii) on or prior to the Closing Date, the
         Company has performed and complied with in all material respects all
         covenants and conditions to be performed and observed by the Company
         hereunder on or prior to the Closing Date (other than such conditions
         the satisfaction of which is subject to the satisfaction of the
         Administrative Agent and/or the Required Lenders) and (iii) all
         conditions to the consummation of the Financing Transactions in any
         agreements governing the Financing Transactions and all conditions set
         forth in the agreements governing the Second Lien Credit Facility and
         all conditions set forth in the agreements governing the Revolving
         Credit Facility have been satisfied substantially on the terms set
         forth therein and have not been waived or amended without the
         Administrative Agent's prior written consent.

                  (g)      No event shall have occurred and be continuing or
         would result from the consummation of the borrowing contemplated by the
         Notice of Borrowing which would constitute an Event of Default or
         Potential Event of Default.

                  (h)      The pro forma consolidated capital structure of the
         Company and its Subsidiaries, after giving effect to the Transactions,
         shall be satisfactory to the Administrative Agent, and, other than the
         Loan and the obligations under the Revolving Credit Facility and the
         Second Lien Credit Facility, the Company shall have no outstanding
         Indebtedness or Preferred Stock except as set forth on Schedule 3.1(h)
         hereto.

                  (i)      (a) There shall not have occurred since September 30,
         2003 (as disclosed in the Company's Quarterly Report on form 10-Q for
         such quarter, as filed with the Commission on November 14, 2003)
         anything which the Lenders shall reasonably determine could have a
         material adverse effect on the rights or remedies of the Lenders, or on
         the ability of the Company to perform its obligations to the Lenders or
         which has, had or could have a Material Adverse Effect; and (b) since
         the date hereof (i) trading in securities generally on the New York or
         American Stock Exchange shall not have been suspended; minimum or
         maximum prices shall not have been established on any such exchange;
         (ii) a banking moratorium shall not have been declared by New York or
         United States authorities; and (iii) there shall not have occurred
         either (A) an outbreak or escalation of hostilities between the United
         States and any foreign power, or (B) an outbreak or escalation of any
         other insurrection or armed conflict involving the United States or any
         other national or international calamity or emergency, or (C) any
         material change in the general financial markets of the United States
         which,

                                      -46-
<PAGE>

         in the reasonable judgment of the Administrative Agent, would
         materially and adversely affect the ability to sell or syndicate the
         Loan.

                  (j)      The Administrative Agent and its counsel shall be
         satisfied that the consummation of the Financing Transactions and the
         related financing, including the funding of the Loan, shall be in
         compliance with all applicable Laws (including without limitation
         Regulation T, U or X of the Board of Governors of the Federal Reserve
         System). On or prior to the Closing Date, all necessary governmental
         (domestic and foreign), regulatory and third-party approvals in
         connection with the Credit Documents and otherwise referred to herein
         or therein shall have been obtained and remain in full force and effect
         and evidence thereof shall have been provided to the Administrative
         Agent. On the Closing Date, no litigation by any entity (private or
         governmental) shall be pending or threatened in writing (i) with
         respect to the Transactions or any documentation executed in connection
         therewith (including any Credit Document) or the transactions
         contemplated thereby or with respect to any existing indebtedness or
         (ii) which the Administrative Agent shall reasonably determine would
         reasonably be likely to have a materially adverse effect on the
         Transactions or on the rights or remedies of any Agent or the Lenders,
         or on the ability of the Company or any of its Subsidiaries to perform
         its respective obligations hereunder to the Administrative Agent and
         the Lenders.

                  (k)      The Company and each of its Subsidiaries shall be in
         compliance, in all material respects, with all applicable foreign and
         U.S. federal, state and local laws and regulations, including all
         applicable Environmental Laws.

                  (l)      The Company shall have received senior secured debt
         ratings on the Loan from both Moody's and S&P.

                  (m)      The Collateral Agent shall have received duly
         executed counterparts of the Security Agreement together with:

                           (i)      UCC financing statements in appropriate form
                  for filing under the UCC and such other documents under
                  applicable Requirements of Law in each jurisdiction as may be
                  necessary or appropriate or, in the opinion of the Collateral
                  Agent, desirable to perfect the Liens created, or purported to
                  be created, by the Security Documents and, with respect to all
                  UCC financing statements required to be filed pursuant to the
                  Credit Documents, evidence satisfactory to the Administrative
                  Agent that the Company has retained, at its sole cost and
                  expense, a service provider acceptable to the Administrative
                  Agent for the tracking of all such financing statements and
                  notification to the Administrative Agent, of, among other
                  things, the upcoming lapse or expiration thereof;

                           (ii)     certified copies of UCC, tax and judgment
                  lien searches, bankruptcy and pending lawsuit searches or
                  equivalent reports or searches, each of a recent date listing
                  all effective financing statements, lien notices or compara-

                                      -47-
<PAGE>

                  ble documents that name the Company as debtor and that are
                  filed in those state and county jurisdictions in which any
                  property of the Company is located and the state and county
                  jurisdictions in which the Company is organized or maintains
                  its principal place of business and such other searches that
                  the Collateral Agent deems reasonably necessary or
                  appropriate, none of which encumber the Collateral covered or
                  intended to be covered by the Security Documents (other than
                  Permitted Collateral Liens or any other Liens acceptable to
                  the Collateral Agent);

                           (iii)    with respect to each location set forth on
                  Schedule 3.1(m)(iii), a Landlord Access Agreement or Bailee
                  Letter, as applicable; provided that no such Landlord Access
                  Agreement shall be required with respect to any Real Property
                  that could not be obtained after the Loan Party that is the
                  lessee or owner of the inventory or other personal property
                  Collateral stored with the bailee thereof, as applicable,
                  shall have used all commercially reasonable efforts to do so;

                           (iv)     evidence acceptable to the Collateral Agent
                  of payment or arrangements for payment by the Company of all
                  applicable recording taxes, fees, charges, costs and expenses
                  required for the recording of the Security Documents; and

                           (v)      written consents to the execution and
                  performance of the Loan Documents duly executed by Darlington
                  County, South Carolina and by Florence County, South Carolina
                  in form and substance reasonably satisfactory to the
                  Administrative Agent.

                  (n)      The Collateral Agent shall have received:

                           (i)      a Mortgage encumbering each Mortgaged
                  Property in favor of the Collateral Agent, for the benefit of
                  the Secured Parties, duly executed and acknowledged by the
                  Loan Party that is the owner of or holder of any interest in
                  such Mortgaged Property, and otherwise in form for recording
                  in the recording office of each applicable political
                  subdivision where each such Mortgaged Property is situated,
                  together with such certificates, affidavits, questionnaires or
                  returns as shall be reasonably required in connection with the
                  recording or filing thereof to create a lien under applicable
                  law, and such financing statements and any other instruments
                  reasonably necessary to grant a mortgage lien under the laws
                  of any applicable jurisdiction, all of which shall be in form
                  and substance reasonably satisfactory to Collateral Agent;

                           (ii)     with respect to each Mortgaged Property,
                  such consents, approvals, amendments, supplements, estoppels,
                  tenant subordination agreements or other instruments as
                  reasonably necessary to consummate the Transactions or as
                  shall reasonably be deemed reasonably necessary by the
                  Collateral Agent

                                      -48-
<PAGE>

                  in order for the owner or holder of the fee or leasehold
                  interest constituting such Mortgaged Property to grant the
                  Lien contemplated by the Mortgage with respect to such
                  Mortgaged Property;

                           (iii)    with respect to each Mortgage, a policy of
                  title insurance (or marked-up title insurance commitment
                  having the effect of a policy of title insurance) insuring the
                  Lien of such Mortgage as a valid first mortgage Lien on the
                  Mortgaged Property and fixtures described therein in the
                  amount equal to not less than 115% of the fair market value of
                  such Mortgaged Property and fixtures, which fair market value
                  is set forth on Schedule 3.1(n)(iii), which policy (or such
                  marked-up commitment) (each, a "TITLE POLICY") shall (A) be
                  issued by the Title Company, (B) to the extent necessary,
                  include such reinsurance arrangements (with provisions for
                  direct access, if necessary) as shall be reasonably acceptable
                  to the Collateral Agent, (C) contain a "tie-in" or "cluster"
                  endorsement, if available under applicable law (i.e., policies
                  which insure against losses regardless of location or
                  allocated value of the insured property up to a stated maximum
                  coverage amount), (D) have been supplemented by such
                  endorsements (or where such endorsements are not available,
                  opinions of special counsel, architects or other professionals
                  reasonably acceptable to the Collateral Agent) as shall be
                  reasonably requested by the Collateral Agent (including
                  endorsements on matters relating to usury, first loss, last
                  dollar, zoning, contiguity, revolving credit, doing business,
                  non-imputation, public road access, survey, variable rate,
                  environmental lien, subdivision, separate tax lot revolving
                  credit, and so-called comprehensive coverage over covenants
                  and restrictions, provided such endorsements are available in
                  the jurisdiction where each Mortgaged Property is located),
                  and (E) contain no exceptions to title other than exceptions
                  acceptable to the Collateral Agent;

                           (iv)     with respect to each Mortgaged Property,
                  such affidavits, certificates, information (including
                  financial data) and instruments of indemnification (including
                  a so-called "gap" indemnification) as shall be reasonably
                  required to induce the Title Company to issue the Title
                  Policy/ies and endorsements contemplated above;

                           (v)      evidence reasonably acceptable to the
                  Collateral Agent of payment by the Company of all Title Policy
                  premiums, search and examination charges, escrow charges and
                  related charges, mortgage recording taxes, fees, charges,
                  costs and expenses reasonably required for the recording of
                  the Mortgages and issuance of the Title Policies referred to
                  above;

                           (vi)     with respect to each Real Property or
                  Mortgaged Property, copies of all Leases in which the Company
                  or any Subsidiary Guarantor holds the lessor's interest or
                  other agreements relating to possessory interests, if any. To
                  the extent any of the foregoing affect any Mortgaged Property,
                  such agreement

                                      -49-
<PAGE>

                  shall be subordinate to the Lien of the Mortgage to be
                  recorded against such Mortgaged Property, either expressly by
                  its terms or pursuant to a subordination, non-disturbance and
                  attornment agreement, and shall otherwise be acceptable to the
                  Collateral Agent;

                           (vii)    with respect to each Mortgaged Property,
                  each Loan Party shall have made all notifications,
                  registrations and filings, to the extent required by, and in
                  accordance with, all Governmental Real Property Disclosure
                  Requirements applicable to such Mortgaged Property; and

                           (viii)   with respect to each Mortgaged Property, a
                  survey satisfying clauses (a)(i), (ii), (iii) and (v) of the
                  defined term Survey.

                  (o)      The Administrative Agent shall have received a copy
         of, or a certificate as to coverage under, the insurance policies
         required by Section 5.4 and the applicable provisions of the Security
         Documents, each of which shall be endorsed or otherwise amended to
         include a "standard" or "New York" lender's loss payable or mortgagee
         endorsement (as applicable) and shall name the Collateral Agent, on
         behalf of the Secured Parties, as additional insured, in form and
         substance satisfactory to the Administrative Agent.

                  (p)      Except as disclosed in the Company's quarterly report
         on Form 10-Q for the quarter ended September 30, 2003, as filed with
         the Commission on November 14, 2003, there shall be no litigation,
         public or private, or administrative proceedings, governmental
         investigation or other legal or regulatory developments, actual or
         threatened, that, singly or in the aggregate, would reasonably be
         expected to result in a Material Adverse Effect, or would materially
         and adversely affect the ability of the Company or any other Loan Party
         to fully and timely perform its obligations under the Credit Documents,
         or the ability of the parties to consummate the financings contemplated
         hereby or the other Transactions.

                  (q)      The Administrative Agent shall have entered into the
         Intercreditor Agreement with the agent under the Revolving Credit
         Facility and the agent under the Second Lien Credit Facility.

                                   ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loan, the Company represents and warrants with respect to itself
to the Lenders that, at the time of execution hereof and upon giving effect to
consummation of the Transactions, the following statements are true, correct and
complete:

                                      -50-
<PAGE>

                  Section 4.1 Company Status

                  Each of the Loan Parties (i) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (ii) has the requisite power and authority to own its property and
assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the conduct of its business
requires such qualification except for failures to be so qualified which,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

                  Section 4.2 Company Power and Authority

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

                  Section 4.3 No Violation

                  Neither the execution, delivery or performance by the Company
or any of its Subsidiaries of any of the Credit Documents to which it is a
party, nor compliance by it with the terms and provisions thereof, nor
consummation of the transactions contemplated therein, (i) will contravene in
any material respect any material provision of any applicable law, statute, rule
or regulation or of any applicable order, writ, injunction or decree of any
court or governmental instrumentality, (ii) will conflict or be inconsistent
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien upon any of the
properties or assets of the Company or any of its Subsidiaries pursuant to the
terms of, any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other agreement, contract or instrument, to which the Company
or any of its Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it may be subject, except for any such conflict,
breach or Lien which would not individually or in the aggregate reasonably be
expected to have a Material Adverse Effect, or (iii) will violate any provision
of the certificate of incorporation or bylaws (or equivalent organizational
documents) of the Company or any of its Subsidiaries.

                                      -51-
<PAGE>

                  Section 4.4 Governmental Approvals

                  No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been
obtained or made prior to the date when required and which remain in full force
and effect), or exemption by, any governmental or public body or authority, or
any subdivision thereof, is required to authorize, or is required in connection
with, (i) the Transactions, (ii) the execution, delivery and performance of any
Credit Document or (iii) the legality, validity, binding effect or
enforceability of any such Credit Document.

                  Section 4.5 Financial Statements; Financial Condition;
                              Undisclosed Liabilities; Projections; Etc.

                  (a)      (i) The Audited Financial Statements furnished to the
Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements
furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro
forma consolidated balance sheet of the Company and its Subsidiaries as of
December 31, 2003 and after giving effect to the Transactions and the incurrence
of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO
FORMA BALANCE SHEET"), in each case present fairly in all material respects the
financial condition of the Company and its Subsidiaries at the date of such
statements of financial condition and the results of the operations of the
Company and its Subsidiaries for the periods covered thereby (or, in the case of
the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated
pro forma financial condition of the Company (after giving effect to the
Transactions at the date thereof)), subject, in the case of Unaudited Financial
Statements, to normal year-end adjustments. All such financial statements (other
than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance
with GAAP, consistently applied (other than as set forth therein), except, in
the case of the quarterly statements, for the omission of footnotes, and certain
reclassifications and ordinary end of period adjustments and accruals (all of
which are of a recurring nature and none of which individually, or in the
aggregate, would be material).

                  (b)      After giving effect to the Transactions, since
September 30, 2003 (as disclosed in the Company's Quarterly Report on Form 10-Q
for such quarter), there has been no Material Adverse Change.

                  (c)      On and as of the Closing Date, after giving effect to
the Transactions and to all Indebtedness being incurred or assumed in connection
therewith, and Liens created by each party in connection therewith, (x) the sum
of the assets, at a fair valuation, of each of the Company and its Subsidiaries
taken as a whole and the Company and the Subsidiary Guarantors taken as a whole
(each of the foregoing, a "SOLVENT ENTITY") will exceed its debts; (y) each
Solvent Entity has not incurred and does not intend to incur, nor believes that
it will incur, debts beyond its ability to pay such debts as such debts mature;
and (z) each Solvent Entity will have sufficient capital with which to conduct
its business. For purposes of this Section 4.5(c), "debt" means any liability on
a claim, and "claim" means (i) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent,

                                      -52-
<PAGE>

matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, secured or unsecured.

                  (d)      On and as of the Closing Date, the Projections which
have been delivered to the Administrative Agent and the Lenders prior to the
Closing Date, are based on good faith estimates and assumptions made by
management of the Company as of the date of such Projections and there are no
statements or conclusions in any of the Projections which are based upon or
include information known to the executive officers of the Company to be
misleading or which fail to take into account material information regarding the
matters reported therein, it being understood by the Administrative Agent and
the Lenders that projections as to future events are not to be viewed as facts
and that the actual results during the periods covered by the Projections may
differ from the projected results set forth therein.

                  (e)      Except as fully reflected in the financial statements
described in Section 4.5(a) and the Indebtedness incurred under this Agreement,
the Revolving Credit Facility and the Second Lien Credit Facility, as of the
Closing Date, (i) there were no liabilities or obligations (excluding current
obligations incurred in the ordinary course of business) with respect to the
Company or any of its Subsidiaries of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether or not due) which, either
individually or in the aggregate, would reasonably be expected to have Material
Adverse Effect and (ii) neither the Company nor any of its Subsidiaries knows of
any basis for the assertion against it or any of its Subsidiaries of any such
liability or obligation of any nature whatsoever that is not fully disclosed in
the financial statements delivered pursuant to Section 4.5(a) and that, either
individually or in the aggregate, is or would be reasonably be expected to have
a Material Adverse Effect.

                  Section 4.6 Litigation

                  (a)      Except as disclosed in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2003, as filed with the
Commission on November 14, 2003, there are no actions, suits or proceedings at
law or in equity by or before any Governmental Authority now pending or, to the
knowledge of any Company, threatened against or affecting any Company or any
business, property or rights of any Company (excluding actions, suits or
proceedings under Environmental Laws, which matters are covered in Section 4.17)
(i) that involve any Credit Document or any of the Transactions or (ii) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, would reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

                  (b)      Except for matters covered by Section 4.17, neither
the Company nor any of its property is in violation of, nor will the continued
operation of its property as currently conducted violate, any Requirements of
Law (including any zoning or building ordinance, code or approval or any
building permits) or any restrictions of record or agreements

                                      -53-
<PAGE>

affecting any Company's Real Property or is in default with respect to any
judgment, writ, injunction, decree, rule or order of any Governmental Authority,
where such violation or default, individually or in the aggregate, would
reasonably be expected to result in a Material Adverse Effect.

                  Section 4.7 True and Complete Disclosure

                  All factual information (taken as a whole) furnished by or on
behalf of the Company or any of its Subsidiaries in writing to the
Administrative Agent or any Lender (including, without limitation, all
information contained in the Credit Documents and the Confidential Information
Memorandum) for purposes of or in connection with this Agreement, the other
Credit Documents or any transaction contemplated herein or therein, taken as a
whole, is, and all other such information (taken as a whole) hereafter furnished
by or on behalf of any such Person in writing to the Administrative Agent or any
Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete by omitting to
state any material fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided; provided that with respect to projected financial
information, the only representations and warranties made hereby are that such
information was prepared based on good faith estimates and assumptions made by
management of the Company believed to be reasonable at the time made and that
there are no statements or conclusions in any such information which are based
upon or include information known to the executive officers of the Company to be
misleading or which fail to take into account material information regarding the
matters reported therein.

                  Section 4.8 Tax Returns and Payments

                  Each of the Company and its Subsidiaries has timely filed or
caused to be timely filed, on the due dates thereof or within applicable grace
periods (inclusive of any permitted extensions), with the appropriate taxing
authority, all Federal, material state and other material returns, statements,
forms and reports for Taxes (the "RETURNS") required to be filed by or with
respect to the income, properties or operations of the Company and/or any of its
Subsidiaries. The Returns accurately reflect all material liability for Taxes of
the Company and its Subsidiaries for the periods covered thereby. The Company
and each of its Subsidiaries have paid all material Taxes payable by them other
than Taxes which are not due and payable, and other than those contested in good
faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP and for which non-payment would not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. As of the Closing Date, there is no action, suit, proceeding,
investigation, audit, or claim now pending or, to the knowledge of the Company,
threatened by any authority regarding any material Taxes relating to the Company
or any of its Subsidiaries. As of the Closing Date, neither the Company nor any
of its Subsidiaries has entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute of limitations relating
to the payment or collection of Taxes of the Company or its

                                      -54-
<PAGE>

Subsidiaries (except for the extension of time related to the income tax returns
of the Company's Dutch Subsidiaries), or is aware of any circumstances that
would cause the taxable years or other taxable periods of the Company or any of
its Subsidiaries not to be subject to the normally applicable statute of
limitations. Neither the Company nor any of its Subsidiaries has incurred, or
will incur, any material Tax liability in connection with the Transactions.

                  Section 4.9 Compliance with ERISA

                  (a)      No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, would reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations of all underfunded Pension Plans (based on the assumptions
used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $17.0 million the fair market value of the assets
of all such underfunded Pension Plans. Each ERISA Entity is in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
with respect to each Employee Benefit Plan. Using actuarial assumptions and
computation methods consistent with subpart 1 of subtitle E of Title IV of
ERISA, the aggregate liabilities of each ERISA Entity to all Multiemployer Plans
in the event of a complete withdrawal therefrom, as of the close of the most
recent fiscal year of each such Multiemployer Plan, would not reasonably be
expected to result in a Material Adverse Effect.

                  (b)      Except where noncompliance would not reasonably be
expected to result in a Material Adverse Effect, the Foreign Plans have been
maintained in substantial compliance with their terms and with the requirements
of any and all applicable laws, statutes, rules, regulations and orders and has
been maintained, where required, in good standing with applicable regulatory
authorities, and neither the Company nor any Subsidiary of the Company has
incurred any material obligation in connection with the termination of or
withdrawal from any Foreign Plan. The present value of the accrued benefit
liabilities (whether or not vested) under the Foreign Plans which are funded,
determined as of the date of the most recent financial statements reflecting
such amounts on the basis of actuarial assumptions, each of which is reasonable
(based on the actuarial assumptions used for purposes of the applicable
jurisdiction's financial reporting requirements), does not exceed the current
value of the assets of the Foreign Plans, and for each Foreign Plan which is not
funded, the obligations of such Foreign Plan are properly accrued.

                  Section 4.10 Representations and Warranties in Documents

                  All representations and warranties by the Company and its
Subsidiaries set forth in the other Credit Documents were true and correct in
all material respects at the time as of which such representations and
warranties were made (or deemed made) and shall be true and correct in all
material respects as of the Closing Date as if such representations or
warranties were made on and as of such date, unless stated to relate to a
specific earlier date,

                                      -55-
<PAGE>

in which case such representations or warranties shall be true and correct in
all material respects as of such earlier date.

                  Section 4.11 Properties

                  (a)      Each of the Company and its Subsidiaries has good and
marketable title to, or a valid leasehold interest in, all material properties
owned or leased by them, including all property reflected in the balance sheets
referred to in Section 4.5(a) and in the Pro Forma Balance Sheet (except as sold
or otherwise disposed of since the respective dates of such balance sheets in
the ordinary course of business or as otherwise permitted by this Agreement),
free and clear of all Liens, other than (i) in the case of Collateral, Permitted
Collateral Liens, (ii) in the case of all other material property, Permitted
Encumbrances, and (iii) as referred to in the balance sheets or in the notes
thereto. The property of the Company and its Subsidiaries, taken as a whole, (i)
is in good operating order, condition and repair (ordinary wear and tear
excepted), except to the extent that the failure to be in such condition would
not reasonably be expected to result in a Material Adverse Effect, and (ii)
constitutes all the property which is required for the business and operations
of the Company and its Subsidiaries (taken as a whole) as presently conducted.

                  (b)      Schedule 4.11(b) contains a true and complete list of
each interest in Real Property (i) owned by the Company and its Subsidiaries as
of the date hereof and describes the type of interest therein held by the
Company and its Subsidiaries and (ii) leased, subleased or otherwise occupied or
utilized by the Company or its Subsidiaries, as lessee, sublessee, franchisee or
licensee, as of the date hereof and describes the type of interest therein held
by the Company and its Subsidiaries and whether such lease, sublease or other
instrument requires the consent of the landlord thereunder or other parties
thereto to the Transactions.

                  (c)      Neither the Company nor any Subsidiary of the Company
has received any notice of, nor has actual knowledge of, the occurrence or
pendency or contemplation of any Casualty Event affecting all or any portion of
its property. No Mortgage encumbers improved Real Property that is located in an
area that has been identified by the U.S. Secretary of Housing and Urban
Development as an area having special flood hazards within the meaning of the
National Flood Insurance Act of 1968 unless flood insurance available under such
Act has been obtained in accordance with Section 5.4(d).

                  (d)      The Company and its Subsidiaries own or have rights
to use all of the Collateral and all rights with respect to any of the foregoing
used in, necessary for or material to the Company's and its Subsidiaries'
businesses as currently conducted. The use by the Company and its Subsidiaries
of such Collateral and all such rights with respect to the foregoing do not
infringe on the rights of any person other than such infringement which would
not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect. No claim has been made and remains outstanding that the
Company's or its Subsidiaries' use of any Collateral does or may violate the
rights of any third party that would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

                                      -56-
<PAGE>

                  (e)      Each of the Company and its Subsidiaries shall cause
the Equipment to be maintained and preserved in good repair, working order and
condition, reasonable wear and tear and damage by casualty excepted, and shall
as quickly as commercially practicable make or cause to be made all repairs,
replacements and other improvements which are necessary or appropriate in the
conduct of the Company's and its Subsidiaries' respective businesses.

                  Section 4.12 Capitalization

                  On the Closing Date, the capitalization of the Company is as
set forth on Schedule 4.12. All outstanding securities set forth on such
schedule have been duly and validly issued, are fully paid and nonassessable and
free of preemptive rights, except, with respect to preemptive rights, as set
forth on Schedule 4.12 (or as disclosed in the Company's definitive Proxy
statement for its special meeting of stockholders on June 26, 2003). Except as
set forth on Schedule 4.12 (or as disclosed in the Company's definitive Proxy
statement for its special meeting of stockholders on June 26, 2003), the Company
does not have outstanding any securities convertible into or exchangeable for
its Capital Stock or outstanding any rights to subscribe for or to purchase, or
any options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its Capital Stock.

                  Section 4.13 Subsidiaries

                  On and as of the Closing Date, the Company has no Subsidiaries
other than those Subsidiaries listed on Schedule 4.13. Schedule 4.13 correctly
sets forth, as of the Closing Date, the percentage ownership (direct and
indirect) of the Company in each class of Capital Stock or other equity
interests of each of its Subsidiaries and also identifies the direct owner
thereof. All outstanding shares of Capital Stock of each Subsidiary of the
Company have been duly and validly issued, are fully paid and nonassessable and
have been issued free of preemptive rights. Except as set forth on Schedule
4.13, no Subsidiary of the Company has outstanding any securities convertible
into or exchangeable for its Capital Stock or outstanding any right to subscribe
for or to purchase, or any options or warrants for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of or any calls,
commitments or claims of any character relating to, its Capital Stock or any
stock appreciation or similar rights.

                  Section 4.14 Compliance with Statutes, Etc.

                  Each of the Company and its Subsidiaries and each of their
respective Subsidiaries is in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (excluding applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls, which matters are covered under Section 4.17), except such
noncompliances as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

                                      -57-
<PAGE>

                  Section 4.15 Investment Company Act

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

                  Section 4.16 Public Utility Holding Company Act

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

                  Section 4.17 Environmental Matters

                  Except for such failures and noncompliances of the types
described herein which, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect:

                  (a)      The Company and each of its Subsidiaries is in
         compliance with all applicable Environmental Laws and neither the
         Company nor any of its Subsidiaries is liable for any damages, costs,
         penalties, fines, or forfeitures under such Environmental Laws; there
         are no pending or, to the knowledge of the Company, threatened
         Environmental Claims against the Company or any of its Subsidiaries or
         any Real Property Assets owned or operated by the Company or any of its
         Subsidiaries; and there are no facts, circumstances, conditions or
         occurrences on any Real Property Assets at any time owned or operated
         by the Company or any of its Subsidiaries or, to the knowledge of the
         Company, on any property adjoining or in the vicinity of any such Real
         Property Assets that would reasonably be expected (i) to form the basis
         of an Environmental Claim against the Company or any of its
         Subsidiaries or any Real Property Assets currently owned or operated by
         the Company or any of its Subsidiaries, or (ii) to cause any such
         currently owned Real Property Assets to be subject to any restrictions
         on the ownership, occupancy, use or transferability of such Real
         Property Assets by the Company or any of its Subsidiaries under any
         applicable Environmental Law; and

                  (b)      The Company and its Subsidiaries have not at any time
         generated, used, treated, stored disposed of Hazardous Materials on, or
         transported Hazardous Materials to or from, or Released Hazardous
         Materials on, under or from any Real Property Assets owned or operated
         by the Company or any of its Subsidiaries except in compliance with all
         applicable Environmental Laws and in connection with the operation, use
         or maintenance of any such Real Property Assets by the Company's or
         such Subsidiary's business.

                                      -58-
<PAGE>

                  (c)      Neither the Company nor any of its Subsidiaries is
         currently conducting any investigation, response or other corrective
         action at any location pursuant to any Environmental Law, nor are any
         of them under any obligation to do so; (d) none of the Real Property
         Assets is (i) listed or proposed for listing on the National Priorities
         List under CERCLA or (ii) listed on the Comprehensive Environmental
         Response, Compensation and Liability Information System promulgated
         pursuant to CERCLA, or (iii) included on any similar list maintained
         under any Environmental Law; (e) neither the Company nor any of its
         Subsidiaries has retained or assumed any liability, contractually, by
         operation of law or otherwise, under any Environmental Law.

                  Section 4.18 Labor Relations

                  Neither the Company nor any of its Subsidiaries is engaged in
any unfair labor practice that would reasonably be expected to have a Material
Adverse Effect. There is (i) no unfair labor practice complaint pending or, to
the knowledge of the Company, threatened against the Company or any of its
Subsidiaries before the National Labor Relations Board and no grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending or, to the knowledge of the Company, threatened against
the Company or any of its Subsidiaries, (ii) no strike, labor dispute, slowdown
or stoppage is pending or, to the knowledge of the Company, threatened against
the Company or any of its Subsidiaries and (iii) to the knowledge of the
Company, no union organizing activity exists with respect to the employees of
the Company or any of its Subsidiaries not currently subject to a collective
bargaining agreement, except (with respect to any matter specified in clause
(i), (ii) or (iii) above, either individually or in the aggregate) such as would
not reasonably be expected to have a Material Adverse Effect.

                  Section 4.19 Patents, Licenses, Franchises and Formulas

                  Except as described on Schedule 4.19, each of the Company and
its Subsidiaries owns all patents, trademarks, permits, service marks, trade
names, copyrights, licenses, franchises and formulas, or rights with respect to
the foregoing, and has obtained assignments of all leases and other rights of
whatever nature, reasonably necessary for the present conduct of its business,
without any known conflict with the rights of others, which, or the failure to
own or obtain which, as the case may be, would be reasonably likely to result in
a Material Adverse Effect.

                  Section 4.20 Indebtedness

                  Schedule 4.20 sets forth (a) a true and complete list of all
Indebtedness (exclusive of Indebtedness pursuant to this Agreement, the
Revolving Credit Facility, the Second Lien Credit Facility and inter-company
Indebtedness between the Company and Subsidiary Guarantors, among Subsidiary
Guarantors or among Foreign Subsidiaries) of the Company and its Subsidiaries as
of the Closing Date and which is to remain outstanding after giving effect to
the Transactions and the incurrence of the Loan on such date, in each case
showing the aggregate principal amount thereof (and the aggregate amount of any
undrawn commit-

                                      -59-
<PAGE>

ments with respect thereto) and the name of the respective borrower and, if
applicable, the Company and Subsidiary that directly or indirectly guaranteed
such debt and (b) all Intercompany Indebtedness between (x) the Company or any
Subsidiary Guarantor and (y) any Restricted Subsidiary that is not a Subsidiary
Guarantor.

                  Section 4.21 Transactions

                  At the time of consummation thereof, the Transactions shall
have been consummated in accordance with the terms of the Credit Documents and
all applicable laws. At the time of consummation thereof, all consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities required
in order to make or consummate the Transactions in accordance with the terms of
the Credit Documents and all applicable laws have been obtained, given, filed or
taken and are or will be in full force and effect (or effective judicial relief
with respect thereto has been obtained). All applicable waiting periods with
respect thereto have or, prior to the time when required, will have, expired
without, in all such cases, any action being taken by any competent authority
which restrains, prevents, or imposes material adverse conditions upon the
Transactions. Additionally, there does not exist any judgment, order or
injunction with respect to the Company or its Subsidiaries prohibiting or
imposing material adverse conditions upon the consummation of the Transactions
or the performance by any of the Company or its Subsidiaries of their respective
obligations under any Credit Document and all applicable laws.

                  Section 4.22 Insurance

                  Schedule 4.22 set forth a true, complete and correct
description of all insurance maintained by the Company and its Subsidiaries as
of the Closing Date. All insurance maintained by the Company and its
Subsidiaries is in full force and effect, all premiums have been duly paid,
neither the Company nor its Subsidiaries have received notice of violation or
cancellation thereof, and, with respect to the Company and each other Loan
Party, the Premises, and the use, occupancy and operation thereof, comply in all
material respects with all Insurance Requirements, and there exists no default
under any Insurance Requirement. Each of the Company and its Subsidiaries has
insurance in such amounts and covering such risks and liabilities as are
reasonably prudent.

                  Section 4.23 Security Documents

                  (a)      The Security Agreement is effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, the Security
Agreement Collateral and, when (i) financing statements and other filings in
appropriate form are filed in the offices specified on Schedule 6 to the
Perfection Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by the Security
Agree-

                                      -60-
<PAGE>

ment), the Liens created by the Security Agreement shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the grantors thereunder in the Security Agreement Collateral (other than such
Security Agreement Collateral in which a security interest cannot be perfected
under the UCC as in effect at the relevant time in the relevant jurisdiction),
in each case subject to no Liens other than Permitted Collateral Liens.

                  (b)      Each Mortgage is effective to create, in favor of the
Collateral Agent, for its benefit and the benefit of the Secured Parties, legal,
valid and enforceable first priority Liens on, and security interests in, all of
the Loan Parties' right, title and interest in and to the Mortgaged Properties
thereunder and the proceeds thereof, subject only to Permitted Collateral Liens
or other Liens acceptable to the Collateral Agent, and when the Mortgages are
filed in the offices specified in the Perfection Certificate (or, in the case of
any Mortgage executed and delivered after the date thereof in accordance with
the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the
offices specified in the local counsel opinion delivered with respect thereto in
accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall
constitute fully perfected Liens on, and security interests in, all right, title
and interest of the Loan Parties in the Mortgaged Properties and the proceeds
thereof, in each case prior and superior in right to any other person, other
than Liens permitted by such Mortgage.

                  (c)      Each Security Document delivered pursuant to Sections
5.11 and 5.12 will, upon execution and delivery thereof, be effective to create
in favor of the Collateral Agent, for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, all of the Company's
right, title and interest in and to the Collateral thereunder, and when all
appropriate filings or recordings are made in the appropriate offices as may be
required under applicable law, such Security Document will constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the Loan Parties in such Collateral, in each case subject to no Liens other than
the applicable Permitted Collateral Liens.

                  Section 4.24 No Default

                  No event has occurred and is continuing which constitutes a
Potential Event of Default or an Event of Default.

                  Section 4.25 Compliance with Contracts, Etc.

                  None of the Company or any of its Subsidiaries is (A) in
violation of its certificate of incorporation, bylaws or other organizational
documents, (B) in violation of any applicable law, ordinance, administrative or
governmental rule or regulation, or (C) in default (nor will an event occur
which with notice or passage of time or both would constitute such a default)
under or in violation of any indenture or loan or credit agreement or any other
material agreement or instrument to which it is a party or by which it or any of
its properties or assets may be bound or affected, except, with respect to
clauses (B) and (C), for such violations or defaults that would not, singly or
in the aggregate, have a Material Adverse Effect.

                                      -61-
<PAGE>

                  Section 4.26 Use of Proceeds; Margin Stock, Etc.

                  The proceeds of the Loan will be used solely for the purposes
specified herein. Neither the making of the Loan nor the use of proceeds thereof
will violate or be inconsistent with the provisions of Regulation T, U or X.

                  Section 4.27 Survival of Representations and Warranties

                  Subject to Section 11.10(b), all representations and
warranties in the Credit Documents shall survive delivery of the Notes and the
making of the Loan and shall continue until repayment of the Loan and the
Obligations, and any investigation at any time made by or on behalf of the
Lenders shall not diminish the Lenders' right to rely thereon.

                  Section 4.28 Guarantees

                  Each future Subsidiary Guarantor shall, on the date it
executes and delivers a Guarantee hereunder, have the full corporate power,
authority and capacity to execute and deliver such Guarantee and to perform all
of its obligations to be performed thereunder; all corporate and other acts,
conditions and things required to be done and performed or to have occurred
prior to such execution and delivery to constitute such Guarantee as a valid and
legally binding obligation of such Subsidiary Guarantor enforceable in
accordance with its terms shall have been done and performed and shall have
occurred in due compliance with all applicable Laws; on the date of such
execution and delivery, the execution, delivery and performance of such
Guarantee by such Subsidiary Guarantor will not (i) violate any provision of
Law, (ii) violate any provision of the charter or bylaws of such Subsidiary
Guarantor, or (iii) result in a breach of, a default under (including, without
limitation, any event which with notice or lapse of time, or both, would
constitute a breach of or a default under), or the creation of any Lien on the
properties or assets of such Subsidiary Guarantor, the Company or any other
Subsidiary of the Company under any Contract to which such Subsidiary Guarantor
or the Company or any other Subsidiary of the Company is a party or by which the
properties or assets of such Subsidiary Guarantor, the Company or any other
Subsidiary of the Company may be bound or affected, except, in the case of
clauses (i) and (iii), for such violations, breaches, defaults or Liens which
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; on the date of such execution and delivery, each
Guarantee executed and delivered by a Subsidiary Guarantor shall constitute
legal, valid, binding and unconditional obligations of the Subsidiary Guarantor
executing and delivering it to the Lenders hereunder, enforceable in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors' rights generally or by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

                                      -62-
<PAGE>

                  Section 4.29 Anti-Terrorism Law

                  (a)      The Company is not, and, to the knowledge of the
Company, none of its Affiliates is, in violation of any laws relating to
terrorism or money laundering ("ANTI-TERRORISM LAWS"), including Executive Order
No. 13224 on Terrorist Financing, effective September 24, 2001 (the "EXECUTIVE
ORDER"), and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56.

                  (b)      The Company is not, and, to the knowledge of the
Company, no Affiliate or broker or other agent of the Company is, acting or
benefiting in any capacity in connection with the Loan as any of the following:

                  (i)      a person that is listed in the annex to, or is
         otherwise subject to the provisions of, the Executive Order;

                  (ii)     a person owned or controlled by, or acting for or on
         behalf of, any person that is listed in the annex to, or is otherwise
         subject to the provisions of, the Executive Order;

                  (iii)    a person with which any Lender is prohibited from
         dealing or otherwise engaging in any transaction by any Anti-Terrorism
         Law;

                  (iv)     a person that commits, threatens or conspires to
         commit or supports "terrorism" as defined in the Executive Order; or

                  (v)      a person that is named as a "specially designated
         national and blocked person" on the most current list published by the
         U.S. Treasury Department Office of Foreign Assets Control ("OFAC") at
         its official website or any replacement website or other replacement
         official publication of such list.

                  (c)      The Company is not, and, to the knowledge of the
         Company, no broker or other agent of the Company is, acting in any
         capacity in connection with the Loan (i) conducts any business or
         engages in making or receiving any contribution of funds, goods or
         services to or for the benefit of any person described in paragraph (b)
         above, (ii) deals in, or otherwise engages in any transaction relating
         to, any property or interests in property blocked pursuant to the
         Executive Order, or (iii) engages in or conspires to engage in any
         transaction that evades or avoids, or has the purpose of evading or
         avoiding, or attempts to violate, any of the prohibitions set forth in
         any Anti-Terrorism Law.

                                      -63-
<PAGE>

                                   ARTICLE 5

                              AFFIRMATIVE COVENANTS

                  The Company covenants and agrees that, until the Loan and the
Notes and all other Obligations due under this Agreement have been indefeasibly
paid in full (other than contingent indemnity obligations not due and payable),
it shall perform all covenants in this Article 5 required to be performed by it:

                  Section 5.1 Financial Statements and Other Reports

                  The Company will maintain, and cause each of its Subsidiaries
to maintain, a system of accounting established and administered in accordance
with sound business practices to permit preparation of consolidated financial
statements in conformity with GAAP. The Company will deliver to the
Administrative Agent and each Lender (unless otherwise specified), provided,
however, that the Company shall be deemed to be in compliance with its delivery
obligations pursuant to this Section 5.1 with respect to any material or
information set forth in this Section 5.1 to the extent such material or
information is publicly filed via the Securities and Exchange Commission's
Electronic Data Gathering and Retrieval System (EDGAR) or any public electronic
filing system successor thereto:

                  (a)      Quarterly Financial Statements. As soon as available
         and in any event within 45 days after the close of each of the first
         three quarterly accounting periods in each fiscal year, (i) the
         consolidated balance sheet of the Company and its Subsidiaries as at
         the end of such quarterly period and the related consolidated
         statements of income and stockholders' equity and cash flows for such
         quarterly period and for the elapsed portion of the fiscal year ended
         with the last day of such quarterly period and setting forth
         comparative figures for the related periods in the prior fiscal year
         and (ii) management's discussion and analysis of the important
         operational and financial developments during such quarterly period,
         all of which shall be certified by the chief financial officer or the
         controller of the Company, subject to normal year-end audit adjustments
         and the absence of footnotes. If the Company has designated any
         Unrestricted Subsidiaries hereunder, then the quarterly financial
         information required by this Section 5.1(a) shall include a reasonably
         detailed presentation, either on the face of the financial statements
         or in the footnotes thereto, of the financial condition and results of
         operations of Unrestricted Subsidiaries of the Company separate from
         the financial condition and results of operations of the Company and
         its Subsidiaries.

                  (b)      Annual Financial Statements. Within 90 days after the
         close of each fiscal year, (I) the consolidated balance sheet of each
         of the Company and its Subsidiaries as at the end of such fiscal year
         and the related consolidated statements of income and stockholders'
         equity and of cash flows, setting forth, as appropriate, eliminations
         for intercompany sales and corporate expenses) for such fiscal year
         setting forth comparative figures for the preceding fiscal year and
         certified, in the case of the consolidated statements, by Ernst & Young
         LLP or such other independent certified

                                      -64-
<PAGE>

         public accountants of recognized national standing reasonably
         acceptable to the Administrative Agent, together with a report of such
         accounting firm stating that in the course of its regular audits of the
         financial statements of the Company and its Subsidiaries, which audits
         were conducted in accordance with generally accepted auditing
         standards, such accounting firm obtained no knowledge of any Potential
         Event of Default or Event of Default which has occurred and is
         continuing or, if in the opinion of such accounting firm such a
         Potential Event of Default or Event of Default with respect to
         financial and accounting matters included in the covenants set forth in
         Article 6 has occurred and is continuing, a statement as to the nature
         thereof (provided, no such report shall be required in the event Ernst
         & Young LLP or such other accountants no longer provide such reports
         under applicable accounting or auditing standards) and (II)
         management's discussion and analysis of the important operational and
         financial developments during such fiscal year. If the Company has
         designated any Unrestricted Subsidiaries hereunder, then the annual
         financial information required by this Section 5.1(b) shall include a
         reasonably detailed presentation, either on the face of the financial
         statements or in the footnotes thereto, of the financial condition and
         results of operations of the Unrestricted Subsidiaries of the Company
         separate from the financial condition and results of operations of the
         Company and its Subsidiaries.

                  (c)      Officers' Certificates. Together with each delivery
         of financial statements pursuant to Sections 5.1(a) and (b) above, the
         Company shall furnish to the Administrative Agent (i) an Officers'
         Certificate of the Company stating that the signers have reviewed the
         terms of this Agreement and the Notes and have made, or caused to be
         made under their supervision, a review in reasonable detail of the
         transactions and condition of the Company and its Subsidiaries during
         the accounting period covered by such financial statements and that
         such review has not disclosed the existence during or at the end of
         such accounting period, and that the signers do not have knowledge of
         the existence as of the date of the Officers' Certificate, of any
         condition or event which constitutes an Event of Default or Potential
         Event of Default, or, if any such condition or event exists, specifying
         the nature and period of existence thereof and what action the Company
         has taken, is taking and proposes to take with respect thereto; and
         (ii) a Compliance Certificate demonstrating in reasonable detail
         compliance (as determined in accordance with GAAP) during and at the
         end of such accounting periods with the covenants contained in Article
         6.

                  (d)      Notice of Default or Litigation. As soon as
         practicable, and in any event within five Business Days after an
         executive officer of the Company obtains actual knowledge thereof, the
         Company shall deliver to the Administrative Agent notice of (i) the
         occurrence of any event which constitutes a Potential Event of Default
         or an Event of Default, (ii) any litigation or governmental
         investigation or proceeding pending or threatened in writing (x)
         against the Company or any of its Subsidiaries which would reasonably
         be expected to have a Material Adverse Effect, or (y) with respect to
         any material Indebtedness of the Company or any of its Subsidiaries
         taken as a whole

                                      -65-
<PAGE>

         and (iii) any other event which would reasonably be expected to have a
         Material Adverse Effect.

                  (e)      Other Reports and Filings. As soon as practicable,
         and in any event within 10 Business Days after the filing or delivery
         thereof, as the case may be, the Company shall deliver to the
         Administrative Agent copies of all financial information, proxy
         materials and other information and reports, if any, which the Company
         or any of its Subsidiaries shall file with the Commission or any
         successor thereto, or any governmental authority and copies of all
         notices and reports which the Company or any of its Subsidiaries shall
         deliver to holders of their Indebtedness (including Indebtedness
         pursuant to the Revolving Credit Facility (other than periodic
         financial reports or projections delivered to holders thereof in the
         ordinary course) or the Second Lien Credit Facility) pursuant to the
         terms of the documentation governing such Indebtedness (or any trustee,
         agent or other representative therefor) or holders of their Capital
         Stock in their capacity as such.

                  (f)      Environmental Matters. As soon as practicable, and in
         any event within 20 Business Days after an executive officer of the
         Company obtains actual knowledge thereof, the Company shall deliver to
         the Administrative Agent notice of any of the following environmental
         matters, unless such environmental matters would not, individually or
         when aggregated with all other similar or related environmental
         matters, be reasonably expected to (x) have a Material Adverse Effect
         or (y) result in a gross remedial cost to the Company or any of its
         Subsidiaries in excess of $5.0 million, on a gross basis:

                           (i)      any pending or threatened Environmental
                  Claim against the Company or any of its Subsidiaries or any
                  Real Property Assets owned or operated by the Company or any
                  of its Subsidiaries;

                           (ii)     any condition or occurrence after the
                  Closing Date on or relating to any Real Property Assets owned
                  or operated by the Company or any of its Subsidiaries that (a)
                  results in noncompliance by the Company or any of its
                  Subsidiaries with any applicable Environmental Law or (b)
                  would reasonably be expected to form the basis of an
                  Environmental Claim against the Company or any of its
                  Subsidiaries or any such Real Property Assets;

                           (iii)    any condition or occurrence on or relating
                  to any Real Property Assets owned or operated by the Company
                  or any of its Subsidiaries that would reasonably be expected
                  to cause such Real Property Assets to be subject to any
                  restrictions on the ownership, occupancy, use or
                  transferability by the Company or any of its Subsidiaries of
                  such Real Property Assets under any Environmental Law; and

                           (iv)     the taking of any action in response to the
                  actual or alleged presence of any Hazardous Material on, under
                  or emanating from any Real

                                      -66-
<PAGE>

                  Property Assets owned or operated by the Company or any of its
                  Subsidiaries as required under any Environmental Law.

                  All such notices shall describe in reasonable detail, to the
         extent known at such time upon diligent inquiry, the nature of the
         claim, investigation, condition, occurrence or removal or remedial
         action, and the Company's or such Subsidiary's response or proposed
         response thereto. In addition, each of the Company and its Subsidiaries
         will provide the Administrative Agent with copies of all material
         communications regarding matters reasonably likely to result in
         environmental liabilities in excess of $5.0 million between the Company
         or any of its Subsidiaries and any government or governmental agency
         relating to Environmental Laws, all communications regarding matters
         reasonably likely to result in environmental liabilities in excess of
         $5.0 million between the Company or any of its Subsidiaries and any
         Person (other than its attorneys) relating to Environmental Claims, and
         such non-privileged detailed reports of any Environmental Claim as may
         be requested by the Administrative Agent or the Required Lenders.

                  (g)      Additional Subsidiaries. The Company shall furnish to
         the Administrative Agent, promptly upon any Person becoming a
         Subsidiary of the Company, a written notice setting forth with respect
         to such Person (a) the date on which such Person became a Subsidiary of
         the Company and (b) all of the data required to be set forth in
         Schedule 4.13 with respect to all Subsidiaries of the Company.

                  (h)      Other Information. From time to time, such other
         non-privileged information or documents (financial or otherwise) with
         respect to the Company or its Subsidiaries as the Administrative Agent
         or any Lender (through the Administrative Agent) may reasonably
         request.

                  Section 5.2 Books, Records and Inspections

                  The Company will, and will cause each of its Subsidiaries to,
keep proper books of record and account in which full, true and correct entries
in conformity with GAAP in all material respects and all requirements of law
shall be made of all dealings and transactions in relation to its business and
activities. The Company will, and will cause each of its Subsidiaries to, permit
officers and designated representatives of the Administrative Agent to visit and
inspect, at the Administrative Agent's own expense, as the case may be (or, if a
Potential Event of Default or Event of Default is in existence, at the Company's
expense), during regular business hours, upon reasonable advance notice and
under guidance of officers of the Company or such Subsidiary, any of the
properties of the Company and any of its Subsidiaries, and to examine the books
of account of the Company and any of its Subsidiaries and discuss the affairs,
finances and accounts of the Company and any of its Subsidiaries with, and be
advised as to the same by, its and their officers and independent accountants,
all at such reasonable times and intervals and to any reasonable extent as the
Administrative Agent may reasonably request; provided, the Administrative Agent
will not make any such visit or

                                      -67-
<PAGE>

inspection more than once in each fiscal year unless an Event of Default has
occurred and is continuing.

                  Section 5.3 Existence; Businesses and Properties

                  (a)      The Company will, and cause each of its Subsidiaries
to, do or cause to be done all things necessary to preserve, renew and maintain
in full force and effect its legal existence, except as otherwise expressly
permitted under Section 6.6 or Section 6.13 or, in the case of any Restricted
Subsidiary, where the failure to perform such obligations, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.

                  (b)      The Company will, and cause each of its Restricted
Subsidiaries to, do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, privileges, franchises, authorizations, patents, copyrights, trademarks
and trade names material to the conduct of its business; maintain and operate
such business in substantially the manner in which it is presently conducted and
operated; comply with all applicable Requirements of Law (including any and all
zoning, building, Environmental Law, ordinance, code or approval or any building
permits or any restrictions of record or agreements affecting the Real Property)
and decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except where the failure to comply, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect; pay and perform its obligations under all Leases (except where the
failure to comply, individually or in the aggregate would not reasonably be
expected to result in a Material Adverse Effect) and Credit Documents; and at
all times maintain, preserve and protect all property material to the conduct of
such business and keep such property in good repair, working order and condition
(other than wear and tear occurring in the ordinary course of business) and from
time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; provided that nothing in this Section 5.3(b) shall prevent (i)
sales of property, consolidations or mergers by or involving the Company in
accordance with Section 6.6 or Section 6.13; (ii) the withdrawal by the Company
of its qualification as a foreign corporation in any jurisdiction where such
withdrawal, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect; or (iii) the abandonment by the Company
of any rights, franchises, licenses, trademarks, trade names, copyrights or
patents that such person reasonably determines are not useful to its business or
no longer commercially desirable.

                  Section 5.4 Insurance

                  (a)      The Company will, and will cause each of its
Restricted Subsidiaries to, keep its insurable property adequately insured at
all times by financially sound and reputable insurers and, to the extent the
Company or such Restricted Subsidiary is self-insured, financially sound and
reputable re-insurers; maintain such other insurance or re-insurance, to such
extent and against such risks as is reasonably prudent, including insurance with
respect to Mortgaged Properties and other properties material to the business of
the Company and its

                                      -68-
<PAGE>

Restricted Subsidiaries, taken as a whole, against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
reasonably prudent, including (i) physical hazard insurance on an "all risk"
basis, (ii) commercial general liability against claims for bodily injury, death
or property damage covering any and all insurable claims, (iii) explosion
insurance in respect of any boilers, machinery or similar apparatus constituting
Collateral, to the extent applicable, (iv) business interruption insurance or
re-insurance, as applicable, (v) worker's compensation insurance or
re-insurance, as applicable, and such other insurance or re-insurance, as
applicable, as may be required by any Requirement of Law and (vi) such other
insurance or re-insurance, as applicable, against risks relating to the
Collateral as the Administrative Agent may from time to time reasonably require
to be in compliance with the foregoing; provided that with respect to physical
hazard insurance, neither the Collateral Agent nor the Company shall agree to
the adjustment of any claim relating to the proceeds in excess of $10.0 million
thereunder without the consent of the other (such consent not to be unreasonably
withheld or delayed); provided, further, that no consent of the Company shall be
required when a Potential Event of Default or an Event of Default has occurred
and is continuing.

                  (b)      All such insurance shall (i) provide that no
cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least 15 days after receipt by the
Collateral Agent of written notice thereof, (ii) name the Collateral Agent as
mortgagee (in the case of property insurance) or additional insured on behalf of
the Secured Parties (in the case of liability insurance) or loss payee (in the
case of property insurance), as applicable, and (iii) be reasonably satisfactory
in all other respects to the Collateral Agent.

                  (c)      The Company will notify the Administrative Agent and
the Collateral Agent promptly whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under
this Section 5.4 is taken out by the Company or any of its Restricted
Subsidiaries; and promptly deliver to the Administrative Agent and the
Collateral Agent a duplicate original copy of such policy or policies.

                  (d)      With respect to each Mortgaged Property, the Company
will, and will cause its Restricted Subsidiaries to, obtain flood insurance in
such total amount as the Administrative Agent or the Required Lenders may from
time to time reasonably require, if at any time the area in which any
improvements located on any Mortgaged Property is designated a "flood hazard
area" in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), and otherwise comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection
Act of 1973, as amended from time to time.

                  (e)      Neither the Company nor any Restricted Subsidiary of
the Company that is an owner of Mortgaged Property shall take any action that is
reasonably likely to be the basis for termination, revocation or denial of any
insurance coverage required to be maintained under such party's respective
Mortgage or that could be the basis for a defense to any claim under any
Insurance Policy maintained in respect of the Premises, and each Loan Party

                                      -69-
<PAGE>

shall otherwise comply in all material respects with all Insurance Requirements
in respect of the Premises; provided, however, that each Loan Party may, at its
own expense and after written notice to the Administrative Agent, (i) contest
the applicability or enforceability of any such Insurance Requirements by
appropriate legal proceedings, the prosecution of which does not constitute a
basis for cancellation or revocation of any insurance coverage required under
this Section 5.4 or (ii) cause the Insurance Policy containing any such
Insurance Requirement to be replaced by a new policy complying with the
provisions of this Section 5.4.

                  Section 5.5 Compliance with Statutes, Etc.

                  The Company will, and will cause each of its Subsidiaries to,
comply with all applicable statutes, regulations and orders of, and all
applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of its business and the ownership of its
property, except such noncompliances as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  Section 5.6 Compliance with Environmental Laws

                  The Company will comply, and will cause each of its
Subsidiaries to comply, in all material respects with all Environmental Laws
applicable to the ownership or use of its Real Property Assets now or hereafter
owned or operated by the Company or any of its Subsidiaries, will pay or cause
to be paid all costs and expenses incurred in connection with such compliance,
and will keep or cause to be kept all such Real Property Assets free and clear
of any Environmental Liens (other than Permitted Encumbrances). Neither the
Company nor any of its Subsidiaries will generate, use, treat, store, Release or
dispose of, or permit the generation, use, treatment, storage, Release or
disposal of Hazardous Materials on, at or from any Real Property Assets now or
hereafter owned or operated by the Company or any of its Subsidiaries, or
transport or permit the transportation of Hazardous Materials to or from any
such Real Property Assets except for Hazardous Materials used or stored at any
such Real Property Assets in compliance with all applicable Environmental Laws
and reasonably required in connection with the business of the Company and its
Subsidiaries or the operation, use and maintenance of any such Real Property
Assets. If the Company or any of its Subsidiaries or any tenant or occupant of
any Real Property Assets owned or operated by the Company or any of its
Subsidiaries causes or permits any intentional or unintentional act or omission
resulting in the presence or Release of any Hazardous Material in a quantity or
concentration sufficient to require reporting or to trigger an obligation to
undertake investigation, clean-up, response or other corrective action under
applicable Environmental Laws, the Company agrees to undertake, and/or to cause
any of its Subsidiaries, tenants or occupants to undertake, at their sole
expense, any action required pursuant to Environmental Laws with respect to such
Hazardous Materials except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect; provided that neither the Company
nor any of its Subsidiaries shall be required to undertake any action while the
requirement to undertake such action is being contested in good faith and by
proper proceedings so long as it has maintained adequate reserves with respect
to such action to the extent required in accordance with GAAP.

                                      -70-
<PAGE>

                  Section 5.7 ERISA

                  The Company will, and will cause its Subsidiaries and any
other members of the ERISA Group, to deliver to the Administrative Agent,
promptly, upon the occurrence of any ERISA Event that, alone or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Company and its Subsidiaries in an aggregate amount
exceeding $5.0 million, a written notice specifying the nature thereof, what
action the Company, its Subsidiaries or other ERISA Entity has taken, is taking
or proposes to take with respect thereto, and, when known, any action taken or
threatened by the Internal Revenue Service, Department of Labor, PBGC or
Multiemployer Plan sponsor with respect thereto. The Company will, and will
cause its Subsidiaries and any other members of the ERISA Group to, deliver to
the Administrative Agent, upon request by the Administrative Agent, copies of:
(i) each Schedule B (Actuarial Information) to the annual report (Form 5500
Series) filed by any ERISA Entity with the Internal Revenue Service with respect
to each Pension Plan; (ii) the most recent actuarial valuation report for each
Pension Plan; (iii) all notices received by any ERISA Entity from a
Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event;
and (iv) such other documents or governmental reports or filings relating to any
Employee Benefit Plan as the Administrative Agent shall reasonably request.

                  Section 5.8 Performance of Obligations

                  The Company will, and will cause each of its Restricted
Subsidiaries to, perform all of its obligations under the terms of each
mortgage, deed of trust, indenture, loan agreement or credit agreement and each
other material agreement, contract or instrument by which it is bound, except
such non-performances as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

                  Section 5.9 Payment of Taxes

                  The Company will pay and discharge or cause to be paid and
discharged, and will cause each of its Subsidiaries to pay and discharge, all
material Taxes, assessments and governmental charges or levies imposed upon it
or upon its income or profits, or upon any properties belonging to it, in each
case on a timely basis, and all lawful claims for material sums that have become
due and payable which, if unpaid, might become a lien or charge upon any
properties of the Company or any of its Subsidiaries; provided that neither the
Company nor any of its Subsidiaries shall be required to pay any such Tax,
assessment, charge, levy or claim which is being contested in good faith and by
proper proceedings if it maintains adequate reserves with respect thereto in
accordance with GAAP, unless non-payment would reasonably be expected to have a
Material Adverse Effect.

                  Section 5.10 Payments in U.S. Dollars

                  All payments of any Obligations to be made hereunder or under
the Notes by the Company or any other obligor with respect thereto shall be made
solely in U.S. Dollars or

                                      -71-
<PAGE>

such other currency as is then legal tender for public and private debts in the
United States of America.

                  Section 5.11 Collateral

                  (a)      The Company shall, and shall cause the Subsidiary
Guarantors to, subject to this Section 5.11, with respect to any property
acquired after the Closing Date by the Company or any of its Subsidiaries that
is intended to be subject to the Lien created by any of the Security Documents
but is not so subject, promptly (and in any event within 30 days after the
acquisition thereof) (i) execute and deliver to the Administrative Agent and the
Collateral Agent such amendments or supplements to the relevant Security
Documents or such other documents as the Administrative Agent or the Collateral
Agent shall deem reasonably necessary or advisable to grant to the Collateral
Agent, for its benefit and for the benefit of the other Secured Parties, a Lien
on such property subject to no Liens other than Permitted Collateral Liens, and
(ii) take all actions reasonably necessary to cause such Lien to be duly
perfected to the extent required by such Security Document in accordance with
all applicable Requirements of Law, including the filing of financing statements
in such jurisdictions as may be reasonably requested by the Administrative
Agent. The Company shall otherwise take such actions and execute and/or deliver
to the Collateral Agent such documents as the Administrative Agent or the
Collateral Agent shall reasonably require to confirm the validity, perfection
and priority of the Lien of the Security Documents against such after-acquired
properties.

                  (b)      The Company shall, and shall cause the Subsidiary
Guarantors to, with respect to any person that is or becomes a Subsidiary
Guarantor after the Closing Date, promptly (and in any event within 30 days
after such person becomes a Subsidiary Guarantor) cause such new Subsidiary
Guarantor (A) to execute a joinder agreement to the applicable Security
Agreement, substantially in the form annexed thereto, and (B) to take all
actions necessary or advisable in the opinion of the Administrative Agent or the
Collateral Agent to cause the Lien created by the applicable Security Agreement
to be duly perfected to the extent required by such agreement in accordance with
all applicable Requirements of Law, including the filing of financing statements
in such jurisdictions as may be reasonably requested by the Administrative Agent
or the Collateral Agent.

                  (c)      The Company shall, and it shall cause the Subsidiary
Guarantors to, promptly grant to the Collateral Agent, within 60 days of the
acquisition thereof, a security interest in and Mortgage on (i) each Real
Property owned in fee by the Company or such Subsidiary Guarantor as is acquired
by such Persons after the Closing Date and that, together with any improvements
thereon, individually has a fair market value of at least $10.0 million, and
(ii) unless the Collateral Agent otherwise consents, each leased Real Property
of such Loan Party which lease individually has a fair market value of at least
$10.0 million, in each case, as additional security for the Obligations. Such
Mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and the Collateral Agent and
shall constitute valid and enforceable perfected Liens subject only to Permitted
Collateral Liens or other Liens acceptable to the Collateral Agent. The
Mortgages

                                      -72-
<PAGE>

or instruments related thereto shall be duly recorded or filed in such manner
and in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Mortgages and all taxes, fees and other charges payable in
connection therewith shall be paid in full. Such Loan Party shall otherwise take
such actions and execute and/or deliver to the Collateral Agent such documents
as the Administrative Agent or the Collateral Agent shall require to confirm the
validity, perfection and priority of the Lien of any existing Mortgage or new
Mortgage against such after-acquired Real Property (including a Title Policy, a
Survey and local counsel opinion (in form and substance reasonably satisfactory
to the Administrative Agent and the Collateral Agent) in respect of such
Mortgage).

                  (d)      Within 60 days after the Closing Date (to the extent
not previously delivered), the Company, or the appropriate Subsidiary Guarantor,
shall, with respect to each Mortgaged Property set forth on Schedule 1.1(c),
deliver a Survey to the Administrative Agent, unless the Administrative Agent
shall, in its reasonable judgment, waive such delivery.

                  Section 5.12 Security Interests; Further Assurances

                  The Company shall, and it shall cause the Subsidiary
Guarantors to, promptly upon the reasonable request of the Administrative Agent,
the Collateral Agent or any Lender, at the Company's expense, execute,
acknowledge and deliver, or cause the execution, acknowledgment and delivery of,
and thereafter register, file or record, or cause to be registered, filed or
recorded, in an appropriate governmental office, any document or instrument
supplemental to or confirmatory of the Security Documents or otherwise deemed by
the Administrative Agent or the Collateral Agent reasonably necessary or
desirable for the continued validity, perfection and priority of the Liens on
the Collateral covered thereby subject to no other Liens except as permitted by
the applicable Security Document, or obtain any consents or waivers as may be
necessary or appropriate in connection therewith. The Company shall, and shall
cause the Subsidiary Guarantors to, deliver or cause to be delivered to the
Administrative Agent and the Collateral Agent from time to time such other
documentation, consents, authorizations, approvals and orders in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent as the Administrative Agent and the Collateral Agent shall reasonably deem
necessary to perfect or maintain the Liens on the Collateral pursuant to the
Security Documents. Upon the exercise by the Administrative Agent, the
Collateral Agent or any Lender of any power, right, privilege or remedy pursuant
to any Credit Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority execute and deliver
all applications, certifications, instruments and other documents and papers
that the Administrative Agent, the Collateral Agent or such Lender may
reasonably require. If the Administrative Agent, the Collateral Agent or the
Required Lenders determine that they are required by law or regulation to have
appraisals prepared in respect of the Real Property of any Loan Party
constituting Collateral, the Company shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate Appraisal
Reform Amendments of FIRREA and are otherwise in form and substance satisfactory
to the Administrative Agent and the Collateral Agent.

                                      -73-
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                  Section 5.13 Information Regarding Collateral

                  (a)      The Company shall, and it shall cause the Subsidiary
Guarantors to, not effect any change (i) in the legal name of any Loan Party,
(ii) in the location of any such Loan Party's chief executive office, (iii) in
any such Loan Party's identity or organizational structure, (iv) in any such
Loan Party's Federal Taxpayer Identification Number or organizational
identification number, if any, or (v) in any such Loan Party's jurisdiction of
organization (in each case, including by merging with or into any other entity,
reorganizing, dissolving, liquidating, reorganizing or organizing in any other
jurisdiction), until (A) it shall have given the Collateral Agent and the
Administrative Agent not less than 10 days' prior written notice (in the form of
an Officers' Certificate), or such lesser notice period agreed to by the
Collateral Agent, of its intention so to do, clearly describing such change and
providing such other information in connection therewith as the Collateral Agent
or the Administrative Agent may reasonably request and (B) it shall have taken
all action reasonably satisfactory to the Collateral Agent to maintain the
perfection and priority of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the Collateral, if applicable. Each such Loan
Party agrees to promptly provide the Collateral Agent with certified corporate
or similar organizational documents reflecting any of the changes described in
the preceding sentence. The Company and each other Subsidiary granting a
security interest in Collateral pursuant to a Security Document agrees to
promptly notify the Collateral Agent of any change in the location of any office
in which it maintains books or records relating to Collateral owned by it or any
office or facility at which Collateral is located (including the establishment
of any such new office or facility), other than changes in location to a
Mortgaged Property or a leased property subject to a Landlord Access Agreement.

                  (b)      Concurrently with the delivery of financial
statements pursuant to Section 5.1, the Company shall deliver to the
Administrative Agent and the Collateral Agent a Perfection Certificate
Supplement and a certificate of the chief financial officer of the Company
certifying that all UCC financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction necessary to protect and perfect the
security interests and Liens under the Security Documents for a period of not
less than 18 months after the date of such certificate (except as noted therein
with respect to any continuation statements to be filed within such period).

                  Section 5.14 Register

                  (a)      The Company hereby designates the Administrative
Agent to serve as the Company's agent, solely for purposes of this Section 5.14,
to maintain a register (the "REGISTER") on which it will record the Loan made by
each of the Lenders and each repayment in respect of the principal amount of the
Loan of each Lender. Failure to make any such recordation, or any error in such
recordation shall not affect the Company's obligations in respect of such Loan.
With respect to any Lender, the transfer of the Loan Commitments of

                                      -74-
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such Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Loan Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Loan Commitments and Loan and prior to such recordation all
amounts owing to the transferor with respect to such Loan Commitments and Loan
shall remain owing to the transferor. The registration of assignment or transfer
of all or part of any Loan Commitments and Loan shall be recorded by the
Administrative Agent on the Register only upon the receipt by the Administrative
Agent of a properly executed and delivered assignment and assumption agreement
pursuant to Section 11.2(a). Coincident with the delivery of such an assignment
and assumption agreement to the Administrative Agent for acceptance and
registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note evidencing such Loan, and thereupon one or more new Notes of the same
type and in the same aggregate principal amount shall be issued to the assigning
or transferor Lender and/or the new Lender. Upon the request of the Company,
from time to time, the Administrative Agent shall provide a copy of the Register
to the Company.

                  Section 5.15 Post Closing Matters

                  The applicable Loan Parties shall execute and deliver the
documents and complete the tasks set forth on Schedule 5.15, in each case within
the time limits specified on such schedule.

                                   ARTICLE 6

                               NEGATIVE COVENANTS

                  The Company covenants and agrees that until the satisfaction
in full of the Loan and the Notes and all other Obligations due under this
Agreement (other than contingent indemnification obligations not due and
payable) it will fully and timely perform all covenants in this Article 6.

                  Section 6.1 Indebtedness

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness;
provided, however, that the Company or a Subsidiary Guarantor may incur
Indebtedness if the Company's Fixed Charge Coverage Ratio for its four full
fiscal quarters ending immediately prior to the date such additional
Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro
forma basis (including a pro forma application of the net proceeds of such
Indebtedness) as if the additional Indebtedness had been incurred at the
beginning of such four-quarter period.

                  (b)      The foregoing limitations will not apply to the
following (each, "PERMITTED INDEBTEDNESS"):

                                      -75-
<PAGE>

                  (i)      the Company and the Subsidiary Guarantors may incur
         and remain liable with respect to the Obligations and the Guarantee
         Obligations;

                  (ii)     the Company and the Restricted Subsidiaries may incur
         and remain liable with respect to the Indebtedness under the Revolving
         Credit Facility; provided, however, that the aggregate principal amount
         of Indebtedness under the Revolving Credit Facility shall not exceed
         the greater of (I) $175.0 million less the amount of all mandatory
         repayments required to be made thereunder (which effect a permanent
         commitment reduction) and (II) the sum of (x) 80% of the net book value
         of the accounts receivable of the Company and the Subsidiary Guarantors
         and (y) 50% of the net book value of the inventory of the Company and
         the Subsidiary Guarantors;

                  (iii)    the Company and its Restricted Subsidiaries may
         become and remain liable with respect to Interest Rate Agreements
         designed to protect the Company or its Restricted Subsidiaries against
         fluctuations in interest rates, entered into in the ordinary course of
         business and not for speculative purposes and the Option;

                  (iv)     the Company and its Restricted Subsidiaries may incur
         and remain liable with respect to Intercompany Indebtedness, subject to
         no Lien held by any Person other than the Company or a Subsidiary
         Guarantor or a Lien permitted by this Agreement, provided, however,
         that (a) the aggregate amount of Intercompany Indebtedness owed by the
         Non-Guarantor Subsidiaries, on the one hand, to the Company and/or any
         of the Subsidiary Guarantors, on the other, incurred under this clause
         (iv), shall not exceed $15.0 million at any time outstanding, and (b)
         all Intercompany Indebtedness owed by the Company and/or any of the
         Subsidiary Guarantors, on the one hand, to the Non-Guarantor
         Subsidiaries, on the other, incurred under this clause (iv) shall be
         Subordinated Indebtedness;

                  (v)      the Company and its Restricted Subsidiaries may
         remain liable with respect to the Indebtedness which is existing on the
         Closing Date and is described on Schedule 4.20 attached hereto;

                  (vi)     the Company and its Restricted Subsidiaries may incur
         and remain liable with respect to Indebtedness in respect of
         Capitalized Lease Obligations; provided that the aggregate amount of
         Indebtedness incurred under this clause (vi) and clauses (vii) and
         (xxii) shall not exceed $25.0 million at any time outstanding;

                  (vii)    the Company and its Restricted Subsidiaries may
         become and remain liable with respect to Indebtedness incurred to
         finance (a) the purchase price of equipment, fixtures and any other
         similar property or the remodeling or other improvement costs of any
         facility of the Company or any of its Restricted Subsidiaries or (b)
         the purchase price of any Real Property Assets; provided that the
         aggregate of all such Indebtedness, together with all Indebtedness
         incurred under clauses (vi) and (xxii), shall not exceed $25.0 million
         at any time outstanding;

                                      -76-
<PAGE>

                  (viii)   the Company and its Restricted Subsidiaries may
         become and remain liable with respect to Indebtedness under Raw
         Material Hedge Agreements designed to protect the Company or its
         Restricted Subsidiaries from fluctuations in the prices of raw
         materials actually used by the Company or its Restricted Subsidiaries,
         entered into in the ordinary course of business and not entered into
         for speculative purposes;

                  (ix)     the Company and the Subsidiary Guarantors may
         guarantee Indebtedness of the Company or any Restricted Subsidiary if
         the Indebtedness so guaranteed is permitted under this Agreement;

                  (x)      the Company and the Subsidiary Guarantors may become
         and remain liable with respect to other Indebtedness in an aggregate
         amount not to exceed at any time outstanding $35.0 million (and
         Restricted Subsidiaries that are not Subsidiary Guarantors may become
         and remain liable with respect to Indebtedness in an aggregate amount
         not to exceed at any time outstanding $20.0 million, which outstanding
         Indebtedness shall reduce in a corresponding amount the $35.0 million
         of Indebtedness which may be incurred under this sub-clause (x)), it
         being understood that all or a portion of the Indebtedness permitted to
         be incurred hereunder may, but need not, be incurred under the
         Revolving Credit Facility;

                  (xi)     the Company and its Restricted Subsidiaries may
         become and remain liable with respect to Permitted Refinancing
         Indebtedness;

                  (xii)    a Receivables Subsidiary may incur Indebtedness in a
         Qualified Securitization Transaction that is not recourse (except for
         Standard Securitization Undertakings) to the Company or any of its
         Restricted Subsidiaries;

                  (xiii)   the Company and its Restricted Subsidiaries may incur
         and remain liable with respect to Indebtedness under Currency
         Agreements designed to protect the Company or its Restricted
         Subsidiaries against fluctuations in currency rates, entered into in
         the ordinary course of business and not for speculative purposes;

                  (xiv)    the Company and its Restricted Subsidiaries may incur
         and remain liable with respect to Indebtedness arising from the
         honoring by a bank or other financial institution of a check, draft or
         other similar instrument drawn against insufficient funds in the
         ordinary course of business;

                  (xv)     the Company and its Restricted Subsidiaries may incur
         and remain liable with respect to Indebtedness constituting letters of
         credit and reimbursement obligations with respect to letters of credit
         issued in the ordinary course of business, including, without
         limitation, letters of credit in respect of workers' compensation
         claims or self-insurance, or other Indebtedness with respect to
         reimbursement-type obligations regarding workers' compensation claims
         and with respect to Indebtedness arising from agreements providing for
         indemnification, adjustment of purchase price incurred or assumed with
         the disposition or acquisition of any business;

                                      -77-
<PAGE>

                  (xvi)    the Company and its Restricted Subsidiaries may incur
         and remain liable with respect to obligations in respect of performance
         and surety bonds and completion guarantees provided by the Company or
         any Restricted Subsidiary of the Company in the ordinary course of
         business;

                  (xvii)   the Company or any of its Restricted Subsidiaries may
         guarantee obligations of the lessee under any lease pursuant to which
         the Company or any of its Restricted Subsidiaries is the lessee so long
         as such lease is otherwise permitted hereunder;

                  (xviii)  the Company and the Restricted Subsidiaries may incur
         and remain liable with respect to up to an aggregate principal amount
         of $265.0 million under the Second Lien Credit Facility less the amount
         of all mandatory repayments required to be made thereunder;

                  (xix)    the Company and the Subsidiary Guarantors may in the
         aggregate incur and remain liable with respect to Indebtedness of up to
         an additional $25.0 million under the Second Lien Credit Facility less
         the amount of all mandatory repayments required to be made with respect
         thereto pursuant to the terms of the Second Lien Credit Facility;
         provided that (a) the Company's Fixed Charge Coverage Ratio for its
         four fiscal quarters ending immediately prior to the date such
         Indebtedness is incurred would have been at least 2.5 to 1, determined
         on a pro forma basis (including a pro forma application of the net
         proceeds of such Indebtedness) as if such Indebtedness had been
         incurred at the beginning of such four-quarter period and (b) not less
         than 80% of the net proceeds from the incurrence of such Indebtedness
         shall be applied to finance improvements or additions to the Collateral
         and the Company complies with the provisions of Sections 5.11 and 5.12
         with respect to such Collateral;

                  (xx)     Indebtedness of Foreign Subsidiaries in an aggregate
         amount outstanding at the time of incurrence not to exceed the sum of
         (a) 80% of the accounts receivable of the Foreign Subsidiaries and (b)
         50% of the inventory of the Foreign Subsidiaries, in each case as shown
         on the most recent balance sheets of such Foreign Subsidiaries;

                  (xxi)    Indebtedness of the Company under notes delivered to
         employee, officer and director shareholders in connection with stock
         purchases effected pursuant to Section 6.3(b)(5) not to exceed $1.5
         million in any fiscal year (when taken together with payments made
         pursuant to Section 6.3(b)(5)); and

                  (xxii)   Acquired Debt incurred by the debtor prior to the
         time that the debtor thereunder was acquired by or merged into the
         Company or any of its Restricted Subsidiaries, or prior to the time
         that the related asset was acquired by the Company or any of its
         Restricted Subsidiaries, and was not incurred in connection with, or in
         contemplation of, such acquisition or merger, provided that the
         aggregate of all such Indebtedness, together with all In-

                                      -78-
<PAGE>

         debtedness incurred under clauses (vi) and (vii), shall not exceed
         $25.0 million at any time outstanding.

                  Section 6.2 Liens

                  The Company shall not, nor shall it cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Lien on or with respect to any asset now owned or
hereafter acquired by it, or assign or otherwise convey any right to receive any
income or profits therefrom, except for:

                  (i)      Permitted Encumbrances on assets that do not
         constitute Collateral;

                  (ii)     Permitted Collateral Liens on assets that constitute
         Collateral;

                  (iii)    Liens on equipment, fixtures and other similar
         property of the Company and any of its Subsidiaries that do not
         constitute Collateral and will not in connection with the acquisition
         thereof constitute or be required to become pursuant to any Credit
         Document Collateral, in each case securing Indebtedness described in
         clauses (vi) and (vii) of the definition of "Permitted Indebtedness";
         provided that such Liens shall extend only to equipment, fixtures and
         other similar property so financed (and improvements or attachments
         thereto) and the proceeds thereof;

                  (iv)     Liens securing Acquired Debt permitted under Section
         6.1(a) or clause (xxii) of the definition of "Permitted Indebtedness,"
         which Liens existed prior to the time the entity which incurred such
         Indebtedness became a Subsidiary of the Company; provided that such
         Liens were not incurred in contemplation of the acquisition of such
         Subsidiary and such Liens extend to or cover only the property and
         assets of such entity which were covered by such Liens and which were
         owned by such entity, in each case at the time such entity became a
         Subsidiary of the Company (and improvements or attachments thereto) and
         the property and assets subject to such Lien will not in connection
         with such acquisition constitute or be required pursuant to any Credit
         Document to become Collateral;

                  (v)      Liens securing Obligations under this Agreement; and

                  (vi)     the replacement, extension or renewal of any Lien
         permitted by this Section 6.2 upon or in the same property subject to
         such Lien and as security for the same obligations or any refinancings
         thereof to the extent such refinancings are permitted under Section
         6.1; provided that such Lien does not extend to or cover any property
         other than the property covered by such Lien immediately prior to such
         replacement, extension or renewal of such Lien (and improvements or
         attachments thereto) and the principal of the obligations secured
         thereby is not increased.

                                      -79-
<PAGE>

                  Section 6.3 Restricted Payments

                  (a)      The Company shall not, and shall not cause or permit
any of its Restricted Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of the Company's
         Capital Stock to holders of such Capital Stock;

                  (2)      purchase, redeem or otherwise acquire or retire for
         value any Capital Stock of the Company;

                  (3)      make any principal payment on, purchase, defease,
         redeem, prepay, decrease or otherwise acquire or retire for value,
         prior to any scheduled final maturity, scheduled repayment or scheduled
         sinking fund payment, any Subordinated Indebtedness; or

                  (4)      make any Investment (other than Permitted
         Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "RESTRICTED PAYMENT"), if at the time of such Restricted
Payment or immediately after giving effect thereto,

                  (i)      a Potential Event of Default or an Event of Default
         shall have occurred and be continuing;

                  (ii)     the Company is not able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 6.1(a); or

                  (iii)    the aggregate amount of Restricted Payments
         (including such proposed Restricted Payment) made subsequent to the
         Closing Date (the amount expended for such purposes, if other than in
         cash, being the fair market value of such property as determined in
         good faith by the Board of Directors of the Company) shall exceed the
         sum of:

                           (v)      50% of the cumulative Consolidated Net
                  Income (or if cumulative Consolidated Net Income shall be a
                  loss, minus 100% of such loss) of the Company earned
                  subsequent to the Closing Date and on or prior to the date the
                  Restricted Payment occurs (the "REFERENCE DATE") (treating
                  such period as a single accounting period); plus

                           (w)      100% of the aggregate net cash proceeds
                  received by the Company from any Person (other than a
                  Subsidiary of the Company) from the issuance and sale
                  subsequent to the Closing Date and on or prior to the
                  Reference Date of Qualified Capital Stock of the Company or
                  warrants, options or other

                                      -80-
<PAGE>

                  rights to acquire Qualified Capital Stock of the Company (but
                  excluding any debt security that is convertible into, or
                  exchangeable for, Qualified Capital Stock); plus

                           (x)      100% of the lesser of (a) the aggregate net
                  cash proceeds received by the Company from any Person (other
                  than a Subsidiary of the Company) from the issuance and sale
                  (subsequent to the Closing Date) of its debt securities or its
                  shares of Disqualified Capital Stock that have been converted
                  into or exchanged for Qualified Capital Stock of the Company
                  and (b) the fair market value of such debt securities or
                  shares of Disqualified Capital Stock that have been so
                  converted or exchanged, calculated as of the time of such
                  conversion or exchange (as applicable); plus

                           (y)      without duplication of any amounts included
                  in clause (iii)(w) above, 100% of the aggregate net cash
                  proceeds of any equity contribution received by the Company
                  from a holder of the Company's Capital Stock; plus

                           (z)      without duplication of any amounts included
                  in clause (v), (w), (x) or (y), the sum of:

                                    (1)      the aggregate amount returned in
                           cash on or with respect to Investments (other than
                           Permitted Investments) made subsequent to the Closing
                           Date whether through interest payments, principal
                           payments, dividends or other distributions or
                           payments;

                                    (2)      the net cash proceeds received by
                           the Company or any of its Restricted Subsidiaries
                           from the disposition of all or any portion of such
                           Investments (other than to a Subsidiary of the
                           Company); and

                                    (3)      upon redesignation of an
                           Unrestricted Subsidiary as a Restricted Subsidiary,
                           the fair market value of such Subsidiary;

                  provided, however, that the sum of clauses (1), (2) and (3)
                  above shall not exceed the aggregate amount of all such
                  Investments made subsequent to the Closing Date.

                  (b)      Notwithstanding the foregoing, the provisions set
forth in Section 6.3(a) shall not prohibit:

                  (1)      so long as no Potential Event of Default or Event of
         Default shall have occurred or be continuing, the payment of any
         dividend within 60 days after the date of declaration of such dividend
         if the dividend would have been permitted on the date of declaration
         pursuant to the terms of this Agreement;

                                      -81-
<PAGE>

                  (2)      so long as no Potential Event of Default or Event of
         Default shall have occurred or be continuing, the purchase, redemption
         or other acquisition of Capital Stock of the Company either (i) solely
         in exchange for (A) Qualified Capital Stock of the Company or (B) for
         the promise to issue Qualified Capital Stock of the Company in the
         future or (ii) through the application of net proceeds of a
         substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of Qualified Capital Stock of the Company;

                  (3)      the purchase, redemption, defeasance or other
         acquisition of any Subordinated Indebtedness either (i) solely in
         exchange for shares of Qualified Capital Stock of the Company or (ii)
         through the application of net proceeds of a substantially concurrent
         sale for cash (other than to a Subsidiary of the Company) of (a) shares
         of Qualified Capital Stock of the Company or (b) if no Potential Event
         of Default or Event of Default shall have occurred and be continuing,
         refinancing Indebtedness;

                  (4)      so long as no Potential Default or Event of Default
         shall have occurred and be continuing, the Company may declare and pay
         dividends on its common stock of up to $0.09 per share in any fiscal
         quarter, provided that for the four fiscal quarters ending immediately
         prior to the date of declaration of such dividend the Company had a
         Fixed Charge Coverage Ratio of greater than 3 to 1;

                  (5)      payments, purchases or distributions made pursuant to
         employee stock purchase plans, deferred compensation plans or other
         employee benefits plans, in each case, pursuant to plans in existence
         on the date hereof or a plan substantially similar thereto, in an
         aggregate amount not to exceed $1.5 million per fiscal year (when taken
         together with Indebtedness issued in connection with any such payment,
         purchase or distribution); and

                  (6)      so long as no Potential Event of Default or Event of
         Default shall have occurred and be continuing, the making of any other
         Restricted Payment that, together with all other Restricted Payments
         made pursuant to this clause (6) subsequent to the Closing Date, does
         not exceed $15.0 million.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Closing Date in accordance with clause (iii) of Section
6.3(a), amounts expended pursuant to clauses (1), (2)(ii), (4), (5) and (6)
shall be included in such calculation.

                  Section 6.4 Limitation on Preferred Stock of Restricted
                              Subsidiaries

                  The Company shall not permit any of its Restricted
Subsidiaries to issue any Preferred Stock (other than to the Company or to a
Wholly-Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly-Owned Restricted Subsidiary of the Company) to own
any Preferred Stock of any Restricted Subsidiary of the Company.

                                      -82-
<PAGE>

                  Section 6.5 Senior Subordinated Indebtedness

                  Neither the Company nor any Subsidiary Guarantor shall,
directly or indirectly, incur any Indebtedness that is or purports to be by its
terms (or by the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of the Company or any Subsidiary
Guarantor unless such Indebtedness is also by its terms (or by the terms of any
agreement governing such Indebtedness) made expressly subordinate to the
Obligations under the Loan or the Guarantee of such Subsidiary Guarantor, as the
case may be, to the same extent and in the same manner as such Indebtedness is
subordinated to such other Indebtedness.

                  Section 6.6 Restriction on Fundamental Changes

                  (a)      The Company shall not, and shall not cause or permit
any Restricted Subsidiary of the Company to, in a single transaction or series
of related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the Company's assets and properties (determined on a consolidated basis for
the Company and the Company's Restricted Subsidiaries) to any Person unless:

                  (1)      either:

                           (i)      the Company or such Restricted Subsidiary
                  shall be the surviving or continuing corporation; or

                           (ii)     the Person (if other than the Company)
                  formed by such consolidation or into which the Company is
                  merged or the Person which acquires by such sale, assignment,
                  transfer, lease, conveyance or other disposition all or
                  substantially all of the Company's assets and properties
                  (determined on a consolidated basis for the Company and the
                  Company's Restricted Subsidiaries) (the "SURVIVING ENTITY"):

                                    (x)      shall be a corporation organized
                           and validly existing under the laws of the United
                           States or any state thereof or the District of
                           Columbia; and

                                    (y)      shall expressly assume, by joinder
                           agreement (in form and substance reasonably
                           satisfactory to the Administrative Agent), executed
                           and delivered to the Administrative Agent, the due
                           and punctual payment of the principal of and premium,
                           if any, and interest on the Loan and the performance
                           of every covenant of this Agreement and the other
                           Credit Documents on the part of the Company to be
                           performed or observed and shall cause such
                           amendments, supplements or other instruments to be
                           filed and recorded in such jurisdictions as may be
                           required by applicable law to preserve and protect
                           the Lien on the

                                      -83-
<PAGE>

                           Collateral owned by or transferred to the Surviving
                           Entity, together with such financing statements as
                           may be required to perfect any security interests in
                           such Collateral which may be perfected by the filing
                           of a financing statement under the UCC of the
                           relevant states;

                  (2)      immediately after giving effect to such transaction
         and the assumption contemplated by clause (1)(ii)(y) above (including
         giving effect to any Indebtedness incurred or anticipated to be
         incurred in connection with or in respect of such transaction), the
         Company or such Surviving Entity, as the case may be, shall be able to
         incur at least $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) pursuant to Section 6.1;

                  (3)      immediately before and immediately after giving
         effect to such transaction and the assumption contemplated by clause
         (1)(ii)(y) above (including, without limitation, giving effect to any
         Indebtedness incurred or anticipated to be incurred and any Lien
         granted in connection with or in respect of the transaction), no
         Potential Event of Default or Event of Default shall have occurred or
         be continuing; and

                  (4)      the Company or the Surviving Entity, as the case may
         be, shall have delivered to the Administrative Agent an Officers'
         Certificate and an opinion of counsel, each stating that such
         consolidation, merger, sale, assignment, transfer, lease, conveyance or
         other disposition and, if a joinder agreement is required in connection
         with such transaction, such joinder agreement comply with the
         applicable provisions of this Agreement and that all conditions
         precedent in this Agreement relating to such transaction have been
         satisfied.

                  For purposes of the foregoing, (i) the sale, assignment,
transfer, lease, conveyance or other disposition (in a single transaction or
series of related transactions) of all or substantially all of the properties
and assets of one or more Restricted Subsidiaries of the Company, the Capital
Stock of which constitutes all or substantially all of the Company's properties
and assets (determined on a consolidated basis for the Company and the Company's
Restricted Subsidiaries), shall be deemed to be a sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties and assets of the Company (determined on a consolidated basis for the
Company and the Company's Restricted Subsidiaries); and (ii) any Collateral
transferred to the Surviving Entity shall (a) continue to constitute Collateral
under this Agreement and the Security Documents, (b) be subject to the Lien in
favor of the Secured Parties, and (c) not be subject to any Lien other than
Permitted Collateral Liens.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with the
foregoing in which the Company is not the surviving corporation, the Surviving
Entity shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Agreement and the other Credit Documents
with the same effect as if such Surviving Entity had been named as such.

                                      -84-
<PAGE>

                  (b)      Each Subsidiary Guarantor (other than any Subsidiary
Guarantor whose Guarantee is to be released in accordance with the terms of the
Guarantee and this Agreement in connection with any transaction complying with
the provisions of Section 6.13) will not, and the Company will not cause or
permit any Subsidiary Guarantor to, consolidate with or merge with or into any
Person other than the Company or any other Subsidiary Guarantor unless:

                  (1)      the entity formed by or surviving any such
         consolidation or merger (if other than the Subsidiary Guarantor) or to
         which such sale, lease, conveyance or other disposition shall have been
         made is a corporation organized and existing under the laws of the
         United States or any state thereof or the District of Columbia;

                  (2)      such entity assumes by joinder agreement all of the
         obligations of the Subsidiary Guarantor on the Guarantee, and shall
         cause such amendments, supplements or other instruments to be filed and
         recorded in such jurisdictions as may be required by applicable law to
         preserve and protect the Lien on the Collateral owned by or transferred
         to such entity, if any, together with such financing statements as may
         be required to perfect any security interests in such Collateral which
         may be perfected by the filing of a financing statement under the UCC
         of the relevant states; and

                  (3)      immediately after giving effect to such transaction,
         no Potential Event of Default or Event of Default shall have occurred
         and be continuing.

                  (c)      Each Foreign Subsidiary that is not a Subsidiary
Guarantor may consolidate or merge with (or enter into a correlative transaction
under applicable foreign law) with any other Foreign Subsidiary that is not a
Subsidiary Guarantor.

                  Section 6.7 Limitation on Dividend and Other Payment
                              Restrictions Affecting Restricted Subsidiaries

                  The Company shall not, nor shall it cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit or suffer to exist or become effective any encumbrance or restriction on
the ability of any Restricted Subsidiary of the Company to (a) pay dividends or
make any other distributions on its Capital Stock or any other interest or
participation in, or measured by, its profits; (b) make loans or advances or pay
any Indebtedness or other obligation owed to the Company or to any Restricted
Subsidiary of the Company; or (c) transfer any of its property or assets to the
Company or to any Restricted Subsidiary of the Company (any such restriction or
encumbrance a "PAYMENT RESTRICTION"), except for such encumbrances or
restrictions existing under or by reason of any restrictions contained in (i)
the Credit Documents; (ii) the Revolving Credit Facility or the Second Lien
Credit Facility, in each case, to the extent and in the manner such Payment
Restrictions are contained therein on the Closing Date; (iii) the Indebtedness
pertaining to a Restricted Subsidiary of the Company that is not a Subsidiary of
the Company on the Closing Date in existence at the time such Subsidiary becomes
a Subsidiary of the Company; provided, however, that any such Indebtedness was
not incurred as a result of, in connection with

                                      -85-
<PAGE>

or in anticipation of the transaction pursuant to which such entity becomes a
Subsidiary of the Company and it does not apply to any Person, or the properties
of assets of any Person, other than the Subsidiary acquired and such
Indebtedness is otherwise permitted to be incurred pursuant to Section 6.1; (iv)
secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1
and 6.2 that limits the right of the debtor to dispose of the assets securing
such Indebtedness; (v) customary non-assignment provisions of any contract or of
any lease governing a leasehold interest of any Subsidiary of the Company; (vi)
applicable law; (vii) agreements existing on the Closing Date to the extent and
in the manner such Payment Restrictions are in effect on the Closing Date;
(viii) customary non-assignment provisions entered into in the ordinary course
of business and consistent with past practices; (ix) the terms of purchase money
obligations or Capitalized Lease Obligations for property acquired in the
ordinary course of business, but only to the extent that such purchase money
obligations or Capitalized Lease Obligations restrict or prohibit the transfer
of the property so acquired; (x) any encumbrance or restriction with respect to
a Subsidiary imposed pursuant to an agreement which has been entered into for
the sale or disposition of all or substantially all the Capital Stock or assets
of such Subsidiary; (xi) agreements relating to Indebtedness incurred pursuant
to Section 6.1(b)(xx); (xii) any instrument that Refinances any Indebtedness;
provided, however, that the provisions relating to any such encumbrance or
restriction in any such instrument are not materially less favorable to the
Company or its Subsidiaries or the Lenders than those contained in the
agreements governing the Indebtedness that was refinanced; and (xiii) an
agreement governing Indebtedness permitted to be incurred pursuant to Section
6.1(a) or clause (x) of the definition of "Permitted Indebtedness," provided
that provisions relating to such encumbrance or restriction contained in such
Indebtedness are no less favorable to the Company in any material respect as
determined by the Board of Directors of the Company in its reasonable and good
faith judgment than the provisions contained in the Credit Documents as in
effect on the Closing Date.

                  Section 6.8 Transactions with Shareholders and Affiliates

                  (a)      The Company shall not, nor shall it cause or permit
any of its Restricted Subsidiaries to, directly or indirectly, enter into or
permit to exist any transaction (including, without limitation, the purchase,
sale, lease or exchange of any property or the rendering of any service) with,
or for the benefit of, any Affiliate of the Company (each, an "AFFILIATE
TRANSACTION") other than (x) Permitted Affiliate Transactions permitted under
paragraph (b) below, (y) Affiliate Transactions on terms that are no less
favorable than those that might reasonably have been obtained in a comparable
transaction at such time on an arm's-length basis from a Person that is not an
Affiliate of the Company or such Restricted Subsidiary or (z) transactions
between the Company or any of its Restricted Subsidiaries, on the one hand, and
any Receivables Subsidiary, on the other, in connection with a Qualified
Securitization Transaction, in each case provided that such transactions are not
otherwise prohibited by this Agreement. All Affiliate Transactions (or a series
of related Affiliate Transactions which are part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $5.0
million shall be approved by a majority of the disinterested members of the
Board of Directors of the Company, such approval to be evidenced by a reso

                                      -86-
<PAGE>

lution stating that such Board of Directors has determined that such transaction
complies with the foregoing provisions. If the Company or any Subsidiary of the
Company enters into an Affiliate Transaction (or a series of related Affiliate
Transactions which are part of a common plan) that involves an aggregate fair
market value of more than $15.0 million, the Company or such Restricted
Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain
a favorable opinion as to the fairness of such transaction or series of related
transactions to the Company or the relevant Restricted Subsidiary, as the case
may be, from a financial point of view, from an Independent Financial Advisor
and file the same with the Administrative Agent.

                  (b)      The foregoing restrictions shall not apply to the
following "PERMITTED AFFILIATE TRANSACTIONS": (i) any transaction exclusively
between the Company and any of its Restricted Subsidiaries or exclusively
between any of the Company's Restricted Subsidiaries, (ii) reasonable and
customary fees paid to members of the Board of Directors of the Company, (iii)
reasonable and customary fees and compensation paid to, and indemnity provided
on behalf of, officers, directors, consultants or employees of the Company or
any of its Restricted Subsidiaries, as determined by the Board of Directors of
the Company or any such Restricted Subsidiary or the senior management thereof
in good faith, including, without limitation, issuances of stock, payment of
bonuses and other transactions pursuant to employment or compensation
agreements, stock option agreements, indemnification agreements and other
arrangements, (iv) any agreement as in effect as of the Closing Date or any
amendment thereto or any transaction contemplated thereby (including pursuant to
any amendment thereto or any replacement agreement thereto) so long as any such
amendment or replacement agreement is not more disadvantageous to the Lenders in
any material respect than the original agreement as in effect on the Closing
Date and (v) Restricted Payments permitted by this Agreement.

                  Section 6.9 Embargoed Person

                  The Company shall not cause or permit (a) any of the funds or
properties of the Loan Parties that are used to repay the Loan to constitute
property of, or be beneficially owned directly or indirectly by, any Person
subject to sanctions or trade restrictions under United States law ("EMBARGOED
PERSON" or "EMBARGOED PERSONS") that is identified on (1) the "List of Specially
Designated Nationals and Blocked Persons" (the "SDN LIST") maintained by OFAC
and/or on any other similar list ("OTHER LIST") maintained by OFAC pursuant to
any authorizing statute including, but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. Sections 1701 et seq., The Trading with
the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation
promulgated thereunder, with the result that the investment in the Loan Parties
(whether directly or indirectly) is prohibited by law, or the Loan made by the
Lenders would be in violation of law, or (2) the Executive Order, any related
enabling legislation or any other similar Executive Orders (collectively,
"EXECUTIVE ORDERS"), or (b) any Embargoed Person to have any direct or indirect
interest of any nature whatsoever in the Loan Parties, with the result that the
investment in the Loan Parties (whether directly or indirectly) is prohibited by
law or the Loan are in violation of law.

                                      -87-
<PAGE>

                  Section 6.10 Business Activities

                  The Company shall not, nor shall the Company cause or permit
any of its Restricted Subsidiaries to, enter into any line of business that is
different from the business of the Company and its Restricted Subsidiaries in
existence immediately after giving effect to the Transactions or is not a
similar, ancillary, supportive or related business.

                  Section 6.11 Amendments or Waivers of Certain Documents

                  The Company shall not, and shall cause its Restricted
Subsidiaries not to:

                  (a)      make (or give any notice in respect of) any voluntary
         or optional payment or prepayment on or redemption or acquisition for
         value of, or any prepayment or redemption as a result of any asset
         sale, change of control or similar event of, any Subordinated
         Indebtedness, except as otherwise permitted by this Agreement; or

                  (b)      terminate, amend, modify or change any of its
         corporate or other similar organizational documents (including by the
         filing or modification of any certificate of designation) or any
         agreement to which it is a party with respect to its Capital Stock
         (including any stockholders' agreement), or enter into any new
         agreement with respect to its Capital Stock, other than any such
         amendments, modifications or changes or such new agreements which are
         not adverse in any material respect to the interests of the Lenders.

                  Section 6.12 Anti-Terrorism Law; Anti-Money Laundering

                  The Company shall not directly or indirectly (a) (i) knowingly
conduct any business or engage in making or receiving any contribution of funds,
goods or services to or for the benefit of any Person described in Section 4.29,
(ii) knowingly deal in, or otherwise engage in any transaction relating to, any
property or interests in property blocked pursuant to the Executive Order or any
other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in
any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law (and the Company shall deliver to the Lenders any
certification or other evidence requested from time to time by any Lender in its
reasonable discretion, confirming the Company's compliance with this Section
6.12) or (b) cause or permit any of the funds of the Company or the Loan Parties
that are used to repay the Loan to be derived from any unlawful activity with
the result that the making of the Loan would be in violation of law.

                  Section 6.13 Asset Sales

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, consummate an Asset Sale unless:

                                      -88-
<PAGE>

                  (1)      the Company or the applicable Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the fair market value of the assets sold or
         otherwise disposed of; and

                  (2)      at least 75% (provided, however, that with respect to
         Asset Sales of assets or property that constitutes Collateral, 85%) of
         the consideration received (net of disposal costs) at the time of such
         Asset Sale by the Company or the Restricted Subsidiary, as the case may
         be, from such Asset Sale shall be in the form of cash or Cash
         Equivalents.

                  (b)      The Company may apply, or cause such Restricted
Subsidiary to apply, the Net Cash Proceeds relating to each Asset Sale within
365 days (or earlier, at the Company's option) of receipt thereof either:

                  (1)      to the extent such Asset Sale is of assets or
         property that do not constitute first priority Collateral, to repay
         Indebtedness under the Revolving Credit Facility and permanently reduce
         a corresponding amount of the availability under the Revolving Credit
         Facility;

                  (2)      to make an investment in properties and assets that
         replace the properties and assets that were the subject of such Asset
         Sale or in properties and assets (including Capital Stock) that will be
         used in the business of the Company and its Restricted Subsidiaries as
         existing on the Closing Date or in businesses reasonably related,
         ancillary, incidental or complementary thereto ("REPLACEMENT ASSETS"),
         provided that to the extent such Net Cash Proceeds were received from
         an Asset Sale of assets or property that constituted Collateral, such
         Replacement Assets so acquired shall be owned by the Company (or such
         Restricted Subsidiary) and shall not be subject to any Liens other than
         Permitted Collateral Liens and the Company (or such Restricted
         Subsidiary) shall execute and deliver to the Administrative Agent such
         Security Documents or other instruments as shall be reasonably
         necessary to cause such property or assets to become Collateral subject
         to the Lien of the applicable Security Documents; or

                  (3)      a combination of prepayment and investment permitted
         by the foregoing clauses (1) and (2), as applicable;

provided, further, that if the property subject to such Asset Sale constituted
Collateral, then all property purchased with the Cash Proceeds thereof pursuant
to this Section 6.13(b) shall be made subject to the Lien of the applicable
Security Documents in favor of the Collateral Agent, for its benefit and for the
benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12.

                  (c)      Pending the final application of the Net Cash
Proceeds, the Company or such Restricted Subsidiary may temporarily reduce
Indebtedness under the Revolving Credit Facility or otherwise invest such Net
Cash Proceeds in any manner that is not prohib-

                                      -89-
<PAGE>

ited by this Agreement; except, however, that the Net Cash Proceeds in excess of
$5.0 million from Asset Sales of assets or property that constituted Collateral
shall be deposited in the Collateral Account pending application of such Net
Cash Proceeds. Any such Net Cash Proceeds so deposited shall be promptly
disbursed by the Collateral Agent upon notice from the Company so that the
Company may apply such Net Cash Proceeds in accordance with the provisions of
this Section 6.13.

                  (d)      Any Net Cash Proceeds from Asset Sales not applied
within 365 days (or earlier, at the Company's option) in accordance with clause
(b) above shall constitute "EXCESS PROCEEDS." When the aggregate amount of
Excess Proceeds exceeds $2.0 million, such Excess Proceeds shall be applied as
set forth in Section 2.5(a)(ii)(I). Upon completion of the repayment offer set
forth in Section 2.5(a)(ii)(I), the amount of Excess Proceeds will be deemed to
have been reset to zero.

                  (e)      To the extent any Collateral is the subject of an
Asset Sale permitted under this Section 6.13 or is otherwise sold or disposed of
in a manner not prohibited by this Agreement, the Collateral so sold or
otherwise disposed of shall be so sold or disposed of free and clear of the
Liens granted or created by the Security Documents, and the Agents shall take
all actions they deem appropriate (to the extent requested by the Company in
writing) in order to effect the foregoing.

                  Section 6.14 Additional Guarantees

                  The Company shall require (i) each of its Restricted
Subsidiaries with gross assets in excess of $1.0 million (other than Foreign
Subsidiaries) and (ii) any Subsidiary that guarantees any obligations under the
Revolving Credit Facility or is a borrower thereunder, to guarantee the
Obligations of the Company under this Agreement pursuant to the execution of a
Guarantee. Thereafter, such Subsidiary shall be a Subsidiary Guarantor for all
purposes of this Agreement.

                                   ARTICLE 7

                                EVENTS OF DEFAULT

                  Section 7.1 Events of Default

                  If any of the following conditions or events (each, an "EVENT
OF DEFAULT") shall occur and be continuing:

                  (a)      Failure To Make Payments When Due: failure to pay (i)
         any installment of principal of the Loan when due and payable, whether
         at stated maturity, by acceleration, by notice of prepayment or
         otherwise, or (ii) any interest on the Loan when due and payable and
         such failure continues for a period of 30 days;

                                      -90-
<PAGE>

                  (b)      Default in Other Agreements: failure of the Company
         or any of its Restricted Subsidiaries to pay at final maturity (giving
         effect to any applicable grace period and extensions thereof) the
         principal of any Indebtedness of the Company or of any of its Material
         Subsidiaries (other than Indebtedness referred to in Section 7.1(a)) or
         the acceleration of the final stated maturity of any such Indebtedness
         (which acceleration is not rescinded, annulled or otherwise cured
         within 30 days of receipt by the Company or such Restricted Subsidiary
         of notice of any such acceleration) if the aggregate principal amount
         of such Indebtedness, together with the principal amount of any other
         such Indebtedness in default for failure to pay principal at final
         maturity or which has been accelerated (in each case with respect to
         which the 30-day period described above has elapsed), aggregates $10.0
         million or more at any time;

                  (c)      Breach of Certain Covenants: failure of the Company
         to perform or comply with any covenant, term or condition contained in
         Section 2.5(a)(ii) or 6.6 or failure of the Company to maintain its
         corporate existence in accordance with Section 5.3(a);

                  (d)      Other Defaults Under Agreement or Credit Documents:
         the Company shall default in the performance of or compliance with any
         covenant, term or condition contained in this Agreement or the other
         Credit Documents (other than those covered by Section 7.1(a), (c) or
         (i)) and such default shall not have been remedied or waived in
         accordance with this Agreement within 30 days after the date of written
         notice specifying the default (and demanding that such default be
         remedied) from the holder or holders of not less than 25% in aggregate
         principal amount of the Loan then outstanding;

                  (e)      Involuntary Bankruptcy; Appointment of Custodian,
         Etc.: a court of competent jurisdiction enters a Bankruptcy Order under
         any Bankruptcy Law that:

                           (i)      is for relief against the Company or any
                  Material Subsidiary in an involuntary case or proceeding, or

                           (ii)     appoints a Custodian of the Company or any
                  Material Subsidiary for all or substantially all of its
                  properties, or

                           (iii)    orders the liquidation of the Company or any
                  Material Subsidiary,

         and in each case the order or decree remains unstayed and in effect for
         60 consecutive days;

                  (f)      Voluntary Bankruptcy; Appointment of Custodian, Etc.:
         the Company or any Material Subsidiary pursuant to or within the
         meaning of any Bankruptcy Law:

                           (i)      commences a voluntary case or proceeding, or

                                      -91-
<PAGE>

                           (ii)     consents to the entry of a Bankruptcy Order
                  for relief against it in an involuntary case or proceeding, or

                           (iii)    consents to the appointment of a Custodian
                  of it or for all or substantially all of its property, or

                           (iv)     makes a general assignment for the benefit
                  of its creditors or files a proposal or scheme of arrangement
                  involving the rescheduling or composition of its indebtedness,
                  or

                           (v)      consents to the filing of a petition in
                  bankruptcy against it;

                  (g)      Judgments and Attachments: any money judgment, writ
         or warrant of attachment, or similar process, involving in any
         individual case or in the aggregate at any time an amount in excess of
         $10.0 million (unless such excess amount is covered by third-party
         insurance with respect to which the Company or the appropriate
         Restricted Subsidiary has provided notice in a timely manner (in
         accordance with the provisions of the applicable policy) to the insurer
         and such insurer has not denied or challenged coverage thereof), shall
         be entered or filed against the Company or any of its Restricted
         Subsidiaries and shall remain undischarged, unvacated, unbonded or
         unstayed for a period of 60 consecutive days;

                  (h)      Guarantee: (i) any Guarantee of any Subsidiary
         Guarantor shall cease to be in full force or effect (other than by
         reason of release in accordance with its express terms), shall be
         declared to be null and void and unenforceable or shall be found to be
         invalid, or (ii) any Subsidiary Guarantor shall deny or disaffirm such
         Subsidiary Guarantor's obligations under its Guarantee (other than by
         reason of release in accordance with the terms of this Agreement);

                  (i)      Foreclosure: any agent under the Revolving Credit
         Facility or the Second Lien Credit Facility or any other party entitled
         to act thereunder commences judicial proceedings to foreclose on the
         collateral securing the Revolving Credit Facility or the Second Lien
         Credit Facility, as the case may be, or exercises any right under
         applicable law or any instrument evidencing a security interest or
         other encumbrance in respect of such collateral to take ownership or
         effect the transfer of such collateral in lieu of foreclosure;

                  (j)      Change of Control: there occurs a Change of Control;

                  (k)      Security Interests: any security interest and Lien
         purported to be created by any Security Document securing Collateral
         having a fair market value, in the aggregate, exceeding $5.0 million
         shall cease to be in full force and effect, or shall cease to give the
         Collateral Agent, for the benefit of the Secured Parties, the Liens,
         rights, powers and privileges purported to be created and granted under
         such Security Document (including a perfected first priority security
         interest in, and Lien on, all of

                                      -92-
<PAGE>

         the Collateral thereunder (except as otherwise expressly provided in
         such Security Document)) in favor of the Collateral Agent, or shall be
         asserted by the Company or any of its Subsidiaries party to any
         Security Document or any other Loan Party not to be a valid, perfected,
         first priority (except as otherwise expressly provided in this
         Agreement or such Security Document) security interest in or Lien on
         the Collateral covered thereby; or

                  (l)      ERISA Event: there occurs an ERISA Event or
         noncompliance with respect to Foreign Plans that, in the opinion of the
         Required Lenders, when taken together with all other ERISA Events and
         noncompliance with respect to Foreign Plans that have occurred, would
         reasonably be expected to result in a Material Adverse Effect;

then (i) upon the occurrence and during the continuation of any Event of Default
described in the foregoing clause (e) or (f) above with respect to the Company,
all of the unpaid principal amount of and accrued interest on the Loan and all
other outstanding Obligations shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by the Company, and the commitments of
the Lenders hereunder shall thereupon terminate, and (ii) upon the occurrence
and during the continuation of any Event of Default not referred to in clause
(i), the Administrative Agent shall, upon written notice of the holder or
holders of at least 25% in aggregate principal amount of the Loan then
outstanding, by written notice to the Company specifying the respective Event of
Default and that it is a "notice of acceleration" (the "ACCELERATION NOTICE"),
declare all of the unpaid principal amount of and accrued interest on the Loan
and all other outstanding Obligations to be, and the same shall forthwith
become, due and payable (subject to the provisions of the Intercreditor
Agreement). Nevertheless, if at any time after acceleration of the maturity of
the Loan, the Company shall pay all arrears of interest and all payments on
account of the principal thereof which shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified in this Agreement or the Notes) and all
Events of Default and Potential Events of Default (other than non-payment of
principal of and accrued interest on the Loan and the Notes due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
Section 11.6, then the Administrative Agent shall, upon written notice of the
holders of at least a majority in aggregate principal amount of the Loan then
outstanding, by written notice to the Company rescind and annul the acceleration
and its consequences; but such action shall not affect any subsequent Event of
Default or Potential Event of Default or impair any right consequent thereon.

                                      -93-
<PAGE>

                                   ARTICLE 8

             COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

                  Section 8.1 Collateral Account

                  (a)      The Collateral Agent is hereby authorized to
establish and maintain at its office at 60 Wall Street, New York, New York
10005, in the name of the Collateral Agent, a restricted deposit account
designated "Wellman, Inc. Collateral Account." The Company and each Loan Party,
as applicable, shall deposit into the Collateral Account from time to time (i)
the Net Cash Proceeds of any of the Collateral (including pursuant to any
disposition thereof) to the extent contemplated herein or in any other Credit
Document, (ii) the Net Cash Proceeds of any Casualty Event with respect to
Collateral, to the extent contemplated herein or in any other Credit Document,
and (iii) any cash such Person is required to pledge as additional collateral
security hereunder pursuant to the Credit Documents.

                  (b)      The balance from time to time in the Collateral
Account shall constitute part of the Collateral and shall not constitute payment
of the Obligations until applied as hereinafter provided. So long as no Event of
Default has occurred and is continuing, the Collateral Agent shall within two
Business Days of receiving a request of the Company for release of cash proceeds
from the Collateral Account constituting Net Cash Proceeds relating to any Asset
Sale or Extraordinary Receipts relating to any Casualty Event remit such cash
proceeds on deposit in the Collateral Account to the Company or a Restricted
Subsidiary of the Company, as instructed by the Company, so long as the
conditions relating thereto set forth in Section 8.2 have been satisfied. At any
time following the occurrence and during the continuance of an Event of Default,
the Collateral Agent may (and, if instructed by the Required Lenders as
specified herein, shall) in its (or their) discretion apply or cause to be
applied (subject to collection) the balance from time to time outstanding to the
credit of the Collateral Account to the payment of the Obligations in the manner
specified in Section 8.3. The Company shall have no right to withdraw, transfer
or otherwise receive any funds deposited in the Collateral Account except to the
extent specifically provided herein.

                  (c)      Amounts on deposit in the Collateral Account shall be
invested and reinvested from time to time in Cash Equivalents as the Company
(or, after the occurrence and during the continuance of an Event of Default, the
Collateral Agent) shall determine by written instruction to the Collateral
Agent, or if no such instructions are given, then as the Collateral Agent, in
its sole discretion, shall determine which Cash Equivalents shall be held in the
name and be under the control of the Collateral Agent (or any sub-agent);
provided that at any time after the occurrence and during the continuance of an
Event of Default, the Collateral Agent may (and, if instructed by the Required
Lenders as specified herein, shall) in its (or their) discretion at any time and
from time to time elect to liquidate any such Cash Equivalents and to apply or
cause to be applied the proceeds thereof to the payment of the Obligations in
the manner specified in Section 8.3.

                                      -94-
<PAGE>

                  Section 8.2 Proceeds of Destruction, Taking and Collateral
                              Dispositions

                  So long as no Event of Default shall have occurred and be
continuing, in the event the applicable Loan Party elects to reinvest Net Cash
Proceeds in respect of any Asset Sale or Extraordinary Receipts in respect of
any Casualty Event in accordance with the provisions of Section 2.5(a)(ii)(I) or
(II), as applicable, the Collateral Agent shall receive at least 10 days' prior
notice of each request for payment and shall not release any part of such Net
Cash Proceeds or Extraordinary Receipts deposited in the Collateral Account
pursuant to this Agreement until the Company has furnished to the Collateral
Agent (i) an Officers' Certificate setting forth: (A) a brief description of the
reinvestment to be made, (B) the dollar amount of the expenditures to be made,
or costs incurred by such Loan Party in connection with such reinvestment and
(C) evidence that the properties acquired in connection with such reinvestment
have a fair market value at least equal to the amount of such Net Cash Proceeds
requested to be released from the Collateral Account and (ii) all security
agreements and Mortgages and other items required by the provisions of Sections
5.11 and 5.12 to, among other things, subject such reinvestment properties to
the Lien of the Security Documents in favor of the Collateral Agent, for its
benefit and for the benefit of the other Secured Parties.

                  Section 8.3 Application of Proceeds

                  Subject to the provisions of the Intercreditor Agreement, the
proceeds received by the Collateral Agent in respect of any sale of, collection
from or other realization upon all or any part of the Collateral pursuant to the
exercise by the Collateral Agent of its remedies shall be applied, in full or in
part, together with any other sums then held by the Collateral Agent pursuant to
this Agreement, promptly by the Collateral Agent as follows:

                  (a)      First, to the payment of all reasonable costs and
         expenses, fees, commissions and taxes relating to such sale, collection
         or other realization including compensation to the Collateral Agent and
         its agents and counsel, and all reasonable expenses, liabilities and
         advances made or incurred by the Collateral Agent in connection
         therewith and all amounts for which the Collateral Agent is entitled to
         indemnification pursuant to the provisions of any Credit Document,
         together with interest on each such amount at the highest rate then in
         effect under this Agreement from and after the date such amount is due,
         owing or unpaid until paid in full;

                  (b)      Second, to the payment of all other reasonable costs
         and expenses of such sale, collection or other realization including
         compensation to the other Secured Parties and their agents and counsel
         and all reasonable costs, liabilities and advances made or incurred by
         the other Secured Parties in connection therewith, together with
         interest on each such amount at the highest rate then in effect under
         this Agreement from and after the date such amount is due, owing or
         unpaid until paid in full;

                  (c)      Third, without duplication of amounts applied
         pursuant to clauses (a) and (b) above, to the indefeasible payment in
         full in cash, pro rata, of interest and

                                      -95-
<PAGE>

         other amounts constituting Obligations (other than principal) in each
         case equally and ratably in accordance with the respective amounts
         thereof then due and owing;

                  (d)      Fourth, to the indefeasible payment in full in cash,
         pro rata, of the principal amount of the Obligations; and

                  (e)      Fifth, the balance, if any, to the Person lawfully
         entitled thereto (including the applicable Loan Party or its successors
         or assigns) or as a court of competent jurisdiction may direct.

                  In the event that any such proceeds are insufficient to pay in
full the items described in clauses (a) through (e) of this Section 8.3, the
Company and the Subsidiary Guarantors party to the applicable Credit Documents
shall remain liable, jointly and severally, for any deficiency.

                                   ARTICLE 9

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                  Section 9.1 Appointment

                  Each Lender hereby irrevocably designates and appoints each
Agent as an agent of such Lender under this Agreement and the other Credit
Documents. Each Lender irrevocably authorizes each Agent, in such capacity,
through its agents or employees, to take such actions on its behalf under the
provisions of this Agreement and the other Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to such Agent by the
terms of this Agreement and the other Credit Documents, together with such
actions and powers as are reasonably incidental thereto. The Agents agree to act
as such upon the express conditions contained in this Article 9. Notwithstanding
any provision to the contrary elsewhere in this Agreement or in any other Credit
Document, the Agents shall not have any duties or responsibilities, except those
expressly set forth herein or in the other Credit Documents, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Agents. The provisions of this Article
9 are solely for the benefit of the Agents and the Lenders, and neither the
Company nor any of its Subsidiaries shall have any rights as a third-party
beneficiary of any of the provisions hereof. In performing their functions and
duties under this Agreement, the Agents shall act solely as agents of the
Lenders and the Agents do not assume and shall not be deemed to have assumed any
obligation or relationship of agent or trust with or for the Company or any of
its Subsidiaries.

                  Section 9.2 Agent in Its Individual Capacity

                  Each Person serving as an Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Agent, and such person and its
Affiliates may accept deposits from, lend money

                                      -96-
<PAGE>

to and generally engage in any kind of business with the Company or any
Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

                  Section 9.3 Exculpatory Provisions

                  Neither the Agents nor any of their officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by them or such Person under or in
connection with this Agreement or the other Credit Documents (except for their
or such Person's own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Company, any of its Subsidiaries or
any of their respective officers contained in this Agreement, any other Credit
Documents, or in any certificate, report, statement or other document referred
to or provided for in, or received by the Agents under or in connection with,
this Agreement or any other Credit Document or for any failure of the Company,
any of its Subsidiaries or any of their respective officers to perform its
obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or the other Credit Documents, or to inspect the properties, books or
records of the Company or any of its Subsidiaries. The Agents shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectability or sufficiency of this Agreement or any other
Credit Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made by the Agents to
the Lenders or by or on behalf of the Company or any of its Subsidiaries to the
Agents or any Lender or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained herein or therein or as to the use of the proceeds of
the Loan or of the existence or possible existence of any Potential Event of
Default or Event of Default.

                  Section 9.4 Reliance by Agent

                  Each Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any note, writing, resolution, notice, request,
certificate, consent, statement, instrument, document, affidavit, letter,
cablegram, facsimile, telex, teletype message or other writing believed by it to
be genuine and to have been signed or sent by a proper person. Each Agent also
may rely upon any statement made to it orally and believed by it to be made by a
proper person, and shall not incur any liability for relying thereon. Each Agent
may consult with legal counsel (who may be counsel for the Company), independent
accountants and other advisors selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or advisors. The Agents shall be fully justified in failing
or refusing to take any action under this Agreement or any other Credit Document
unless they shall first receive such advice or concurrence of the Required
Lenders as they deem appropriate or they shall first be indemnified to their
satisfaction by the Lenders

                                      -97-
<PAGE>

against any and all liability and expense which may be incurred by them by
reason of taking or continuing to take any such action. As between the Agents
and the Lenders, the Agents shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the other Credit Documents
in accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.

                  Section 9.5 Delegation of Duties

                  The Agents may execute any of their duties under this
Agreement or any other Credit Document by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Agents shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by them with reasonable
care except to the extent otherwise required by Section 9.3.

                  Section 9.6 Successor Agent

                  An Agent may resign as Agent upon 20 days' notice to the
Lenders and the Company. Upon the resignation of an Agent, the Required Lenders
shall appoint from among the Lenders a successor Agent which is a bank or a
trust company for the Lenders subject to prior approval by the Company (such
approval not to be unreasonably withheld or delayed), whereupon such successor
Agent shall succeed to the rights, powers and duties of the resigning Agent, and
the term "Agent" shall include such successor Agent effective upon its
appointment, and the resigning Agent's rights, powers and duties as an Agent
shall be terminated, without any other or further act or deed on the part of
such former Agent or any of the parties to this Agreement. After the resignation
of an Agent hereunder, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

                  Section 9.7 Non-Reliance on Agents and Other Lenders

                  Each Lender expressly acknowledges that neither the Agents nor
any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by the Agents hereafter taken, including any review of the
affairs of the Company or any of its Subsidiaries, shall be deemed to constitute
any representation or warranty by the Agents to any Lender. Each Lender
represents to the Agents that it has, independently and without reliance upon
the Agents or any other Lender, and based on such documents and information as
it has deemed appropriate, made its own appraisal of and investigation into the
business, assets, operations, property, financial and other condition, prospects
and creditworthiness of the Company and its Subsidiaries and made its own
decision to make its Loan hereunder and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon the Agents
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 analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform

                                      -98-
<PAGE>

itself as to the business, assets, operations, property, financial and other
condition, prospects and creditworthiness of the Company and its Subsidiaries.
The Agents shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, operations, assets,
property, financial and other condition, prospects or creditworthiness of the
Company or any of its Subsidiaries which may come into the possession of the
Agents or any of their officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

                  Section 9.8 Notice of Default

                  The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Potential Event of Default or Event of
Default hereunder unless the Administrative Agent has actually received notice
from a Lender or the Company referring to this Agreement, describing such
Potential Event of Default or Event of Default and stating that such notice is a
"notice of default." In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the
Lenders. The Administrative Agent shall take such action with respect to such
Potential Event of Default or Event of Default as shall be reasonably directed
by the Required Lenders; provided that, as between the Administrative Agent and
the Lenders unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Potential
Event of Default or Event of Default as it shall deem advisable in the best
interests of the Lenders (other than take actions not in accordance with Section
7.1).

                  Section 9.9 Indemnification

                  The Lenders severally agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by the Company or the Subsidiary
Guarantors and without limiting the obligation of the Company or the Subsidiary
Guarantors to do so), ratably according to their respective outstanding Loan and
Loan Commitments in effect on the date on which indemnification is sought under
this Section 9.9 (or, if indemnification is sought after the date upon which all
Loan Commitments shall have terminated and the Loan and Obligations shall have
been paid in full, ratably in accordance with such outstanding Loan and Loan
Commitments as in effect immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that
may at any time (whether before or after the payment of the Loan and
Obligations) be imposed on, incurred by or asserted against such Agent in any
way relating to or arising out of the Loan Commitments, this Agreement, any of
the other Credit Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's gross negli-

                                      -99-
<PAGE>

gence or willful misconduct. If any indemnity furnished to the Agents for any
purpose shall, in the opinion of the Agents, be insufficient or become impaired,
the Agents may call for additional indemnity and cease, or not commence, to do
the acts indemnified against until such additional indemnity is furnished. The
agreements in this Section 9.9 shall survive the payment of the Loan and all
other amounts payable hereunder.

                  Section 9.10 Concerning the Collateral and the Security
                               Documents

                  (a)      Each Lender authorizes and directs DBTCA to act as
Collateral Agent and to enter into the Security Documents relating to the
Collateral for the benefit of the Lenders. Each Lender agrees that any action
taken by the Administrative Agent, the Collateral Agent or the Required Lenders
(or, where required by the express terms, hereof, a different proportion of the
Lenders) in accordance with the provisions hereof or the other Security
Documents or Loan Documents, and the exercise by the Administrative Agent, the
Collateral Agent or the Required Lenders (or, where so required, such different
proportion) of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Lenders. Without limiting the generality of the foregoing, the
Administrative Agent or the Collateral Agent, as the case may be, shall have the
sole and exclusive right and authority to (i) act as the disbursing and
collecting agent for the Lenders with respect to all payments and collections
arising in connection herewith and with the Security Documents relating to the
Collateral; (ii) execute and deliver each Security Document relating to the
Collateral and accept delivery of each such agreement delivered by the Company
or any of its Subsidiaries; (iii) act as the Collateral Agent for the Lenders
for purposes stated therein to the extent such action is provided for under the
Security Documents, provided, however, the Administrative Agent herein appoints,
authorizes and directs each Lender to act as collateral sub-agent for the
Administrative Agent and the Lenders for purposes of the perfection of all
security interests and Liens with respect to the Company's and its Subsidiaries'
respective deposit accounts maintained with, and cash and Cash Equivalents held
by, such Lender; (iv) manage, supervise and otherwise deal with the Collateral;
(v) take such action as is necessary or desirable to maintain the perfection and
priority of the security interests and liens created or purported to be created
by the Security Documents; and (vi) except as may be otherwise specifically
restricted by the terms hereof or of any other Security Document or Loan
Document, exercise all remedies given to the Administrative Agent or the Lenders
with respect to the Collateral under the Security Documents relating thereto,
applicable law or otherwise.

                  (b)      The Administrative Agent and the Lenders hereby
direct the Administrative Agent and the Collateral Agent, as the case may be, to
release, in accordance with the terms hereof, any Lien held by the
Administrative Agent or the Collateral Agent, as the case may be, under the
Security Documents; provided, however, that (y) the Administrative Agent or the
Collateral Agent, as the case may be shall not be required to execute any such
document on terms which, in its opinion, would expose it to liability or create
any obligation or entail any consequence other than the release of such Liens
without recourse or warranty, and (z) such release shall not in any manner
discharge, affect or impair the Obligations or any

                                     -100-
<PAGE>

Liens upon all interests retained by the Company and/or any of its Subsidiaries,
including (without limitation) the proceeds of any sale, all of which shall, to
the extent set forth in the Credit Documents, continue to constitute part of the
Collateral.

                  Each of the Lenders hereby directs the Administrative Agent
and/or the Collateral Agent, as the case may be, to execute and deliver or file
such termination and partial release statements and such other things as are
necessary to release Liens to be released pursuant to this Section 9.10 promptly
upon the effectiveness of any such release or enter into intercreditor
agreements contemplated or permitted herein.

                  (c)      Neither the Administrative Agent nor the Collateral
Agent shall have any obligation whatsoever to any Lender or to any other Person
to assure that the Collateral exists or is owned by the Company or any of its
Subsidiaries or is cared for, protected or insured or has been encumbered or
that the Liens granted to the Administrative Agent or the Collateral Agent
herein or pursuant to the Security Documents have been properly or sufficiently
or lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to the Administrative Agent
or the Collateral Agent in any of the Loan Documents or the Security Documents,
it being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, each of the Administrative Agent and the
Collateral Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Administrative Agent's and/or the Collateral Agent's, as
the case may be, own interests in the Collateral as one of the Lenders and that
neither the Administrative Agent nor the Collateral Agent shall have any duty or
liability whatsoever to any Lender, except as expressly provided herein.

                  (d)      Each Lender hereby (i) instructs the Administrative
Agent and the Collateral Agent to enter into the Intercreditor Agreement and
(ii) authorizes the Administrative Agent and the Collateral Agent to enter into
amendments and restatements of the Intercreditor Agreement and the Security
Documents to the extent permitted by the Intercreditor Agreement, the Loan
Documents and the Security Documents.

                  Section 9.11 Name Agents

                  The parties hereto acknowledge that the Co-Documentation
Agents hold such titles in name only, and that such titles confer no additional
rights or obligations relative to those conferred on any Lender hereunder.

                                     -101-
<PAGE>

                                   ARTICLE 10

                                    GUARANTEE

                  Section 10.1 Unconditional Guarantee

                  Each Subsidiary Guarantor hereby irrevocably and
unconditionally, jointly and severally, guarantees (such guarantee to be
referred to herein as the "GUARANTEE") to each of the Lenders and to the
Administrative Agent and their respective successors and assigns, that (i) the
principal of and interest on the Loan will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration or
otherwise, and interest on the overdue principal, if any, and interest on any
interest, if any, to the extent lawful, of the Loan and all other obligations of
the Company to the Lenders or the Administrative Agent hereunder will be
promptly paid in full or performed, all in accordance with the terms hereof; and
(ii) in case of any extension of time of payment or renewal of any of the Loan
or of any such other obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by
acceleration or otherwise, subject, however, in the case of clauses (i) and (ii)
above, to the limitations set forth in Section 10.4. Each Subsidiary Guarantor
hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Loan or this
Agreement, the absence of any action to enforce the same, any waiver or consent
by any of the Lenders with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Loan, this Agreement and in this
Guarantee. If any Lender or the Administrative Agent is required by any court or
otherwise to return to the Company, any Subsidiary Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary
Guarantor to the Administrative Agent or such Lender, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Subsidiary Guarantor further agrees that, as between each Subsidiary
Guarantor, on the one hand, and the Lenders and the Administrative Agent, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 7 for the purposes of this Guarantee, and (y)
in the event of any acceleration of such obligations as provided in Article 7,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Guarantee.

                                     -102-
<PAGE>

                  Section 10.2 Severability

                  In case any provision of this Guarantee shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

                  Section 10.3 Release of a Subsidiary Guarantor

                  Upon the sale or disposition (whether by merger, stock
purchase, consolidation, dissolution, asset sale or otherwise) of a Subsidiary
Guarantor (or all or substantially all its assets) to an entity which is not a
Subsidiary of the Company and which sale or disposition is otherwise in
compliance with the terms of this Agreement, such Subsidiary Guarantor shall be
deemed released from all obligations under this Article 10 without any further
action required on the part of the Administrative Agent or any Lender; provided
that any such termination shall occur only to the extent that all obligations of
such Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, any Indebtedness of
the Company shall also terminate upon such release, sale or transfer.

                  The Administrative Agent shall promptly deliver an appropriate
instrument evidencing such release upon receipt of a request by the Company
accompanied by an Officers' Certificate certifying compliance with this Section
10.3. Any Subsidiary Guarantor not so released remains liable for the full
amount of principal of and interest on the Loan as provided in this Article 10.

                  Section 10.4 Limitation of Subsidiary Guarantor's Liability

                  Each Subsidiary Guarantor and by its acceptance hereof each of
the Lenders hereby confirms that it is the intention of all such parties that
the guarantee by such Subsidiary Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law. To effectuate the foregoing intention, the
Lenders and such Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under the Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Guarantee or pursuant to Section 10.6, result in the obligations of such
Subsidiary Guarantor under the Guarantee not constituting such fraudulent
transfer or conveyance.

                                     -103-
<PAGE>

                  Section 10.5 Subsidiary Guarantors May Consolidate, Etc., on
                               Certain Terms

                  (a)      Nothing contained in this Agreement or in the Loan
shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
the Company or another Subsidiary Guarantor or shall prevent any sale or
conveyance of the property of a Subsidiary Guarantor as an entirety, or
substantially as an entirety, to the Company or another Subsidiary Guarantor.
Upon any such consolidation, merger, sale or conveyance, the Guarantee given by
such Subsidiary Guarantor shall no longer have any force or effect.

                  (b)      Except as set forth in Section 6.6, nothing contained
in this Agreement or in the Loan shall prevent any consolidation or merger of a
Subsidiary Guarantor with or into a corporation or corporations other than the
Company or another Subsidiary Guarantor (whether or not affiliated with the
Subsidiary Guarantor); provided that, subject to Sections 10.4 and 10.6(a), (i)
immediately after such transaction, and giving effect thereto, no Potential
Event of Default or Event of Default shall have occurred as a result of such
transaction and be continuing, and (ii) upon any such consolidation, merger,
sale or conveyance, the Guarantee of such Subsidiary Guarantor set forth in this
Article 10, and the due and punctual performance and observance of all of the
covenants and conditions of this Agreement to be performed by such Subsidiary
Guarantor, shall be expressly assumed (in the event that the Subsidiary
Guarantor is not the surviving corporation in the merger), by an agreement or
supplemental indenture reasonably satisfactory in form to the Administrative
Agent, executed and delivered to the Administrative Agent, by the corporation
formed by such consolidation, or into which the Subsidiary Guarantor shall have
merged, or by the corporation that shall have acquired such property. In the
case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor corporation, by an agreement or supplemental
indenture executed and delivered to the Administrative Agent and reasonably
satisfactory in form and substance to the Administrative Agent of the due and
punctual performance of all of the covenants and conditions of this Agreement to
be performed by the Subsidiary Guarantor, such successor corporation shall
succeed to and be substituted for the Subsidiary Guarantor with the same effect
as if it had been named herein as a Subsidiary Guarantor.

                  Section 10.6 Contribution

                  In order to provide for just and equitable contribution among
the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"FUNDING SUBSIDIARY GUARANTOR") under its Guarantee, such Funding Subsidiary
Guarantor shall be entitled to a contribution from all other Subsidiary
Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Subsidiary Guarantor (including the Funding Subsidiary Guarantor) for all
payments, damages and expenses incurred by that Funding Subsidiary Guarantor in
discharging the Company's obligations with respect to the Obligations. "ADJUSTED
NET ASSETS" of such Subsidiary Guarantor at any date shall mean the lesser of
(x) the amount by which the fair value of the property of such Subsidiary
Guarantor exceeds the total amount of liabilities, including, with-

                                     -104-
<PAGE>

out limitation, contingent liabilities (after giving effect to all other fixed
and contingent liabilities incurred or assumed on such date (other than
liabilities of such Subsidiary Guarantor under Subordinated Indebtedness)), but
excluding liabilities under the Guarantee, of such Subsidiary Guarantor at such
date and (y) the amount by which the present fair salable value of the assets of
such Subsidiary Guarantor at such date exceeds the amount that will be required
to pay the probable liabilities of such Subsidiary Guarantor on its debts
including, without limitation, senior Indebtedness (after giving effect to all
other fixed and contingent liabilities incurred or assumed on such date and
after giving effect to any collection from any Subsidiary of such Subsidiary
Guarantor in respect of the obligations of such Subsidiary under the Guarantee),
excluding debt in respect of the Guarantee of such Subsidiary Guarantor, as they
become absolute and matured.

                  Section 10.7 Evidence of Guarantee

                  To evidence its guarantee to the Lenders set forth in this
Article 10, each of the Subsidiary Guarantors hereby agrees to execute the
notation of Guarantee in substantially the form included in Exhibit VIII. Each
such notation of Guarantee shall be signed on behalf of each Subsidiary
Guarantor by an Officer of such Subsidiary Guarantor.

                  Section 10.8 Waiver of Stay, Extension or Usury Laws

                  Each Subsidiary Guarantor covenants that it will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law or any usury law or other law that
would prohibit or forgive such Subsidiary Guarantor from performing its
Guarantee as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this
Agreement; and each Subsidiary Guarantor hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Administrative Agent,
but will suffer and permit the execution of every such power as though no such
law had been enacted.

                  Section 10.9 Waiver of Subrogation

                  Each Subsidiary Guarantor hereby irrevocably waives any claim
or other rights which it may now or hereafter acquire against the Company to the
extent that such claim or rights arise from the existence, payment, performance
or enforcement of such Subsidiary Guarantor's obligations under its Guarantee
and this Agreement, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Lender against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Subsidiary Guarantor in violation of the preceding
sentence and the Loan shall not have been paid in full, such amount shall be
deemed to have been paid to such Subsidiary Guarantor for the benefit of, and
held in trust

                                     -105-
<PAGE>

for the benefit of, the Lenders, and shall forthwith be paid to the Agents for
the benefit of such Lenders to be credited and applied upon the Loan, whether
matured or unmatured, in accordance with the terms of this Agreement. Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Agreement and that
the waiver set forth in this Section 10.9 is knowingly made in contemplation of
such benefits.

                                   ARTICLE 11

                                  MISCELLANEOUS

                  Section 11.1 U.S.A. Patriot Act

                  Each Lender hereby notifies the Company that pursuant to the
requirements of the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001) (the "PATRIOT ACT"), it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes
the name and address of the Loan Party and other information that will allow
such Lender to identify such Loan Party in accordance with the Patriot Act.

                  Section 11.2 Participations in and Assignments of Loan and
                               Notes

                  (a)      Any Lender (or any Lender together with one or more
Lenders) may (x) assign all or a portion of its Loan Commitments and related
outstanding Obligations (or, if the Loan Commitments have terminated,
outstanding Obligations) hereunder to (i)(A) its parent company and/or any
affiliate of such Lender which is at least 50% owned by such Lender or its
parent company or (B) to one or more Lenders or any affiliate of any such other
Lender which is at least 50% owned by such other Lender or its parent company
(provided that any fund that invests in loans and is managed or advised by the
same investment advisor of another fund which is a Lender (or by an affiliate of
such investment advisor) shall be treated as an affiliate of such other Lender
for the purposes of this subclause (x)(i)(B)), or (ii) in the case of any Lender
that is a fund that invests in loans, any other fund that invests in loans and
is managed or advised by the same investment advisor of any Lender or by an
affiliate of such investment advisor or (y) assign all, or, if less than all, a
portion equal to at least (I) $1,000,000, in each case in the aggregate for the
assigning Lender or assigning Lenders, of such Loan Commitments or outstanding
Obligations hereunder to one or more Eligible Assignees (treating any fund that
invests in loans and any other fund that invests in loans and is managed or
advised by the same investment advisor of such fund or by an affiliate of such
advisor as a single Eligible Assignee), each of which assignees shall become a
party to this Agreement as a Lender by execution of an Assignment and Assumption
Agreement substantially in the form of Exhibit IX-1 or IX-2, as appropriate,
provided that (i) at such time, Section 2.1(a) shall be deemed modified to
reflect the Loan Commitments and/or outstanding Loans of such new Lender and of
the existing Lenders, (ii) upon the surrender of the relevant Notes by the
assigning Lender (or, upon such assigning Lender's indemnifying the Company for
any lost Note pursuant to a customary indemnification agreement) new Notes will
be is-

                                     -106-
<PAGE>

sued, at the Company's expense, to such new Lender and to the assigning Lender
upon the request of such new Lender or assigning Lender, such new Notes to be in
conformity with the requirements of Section 2.1(d) (with appropriate
modifications) to the extent needed to reflect the revised Loan Commitments or
outstanding Loans, (iii) the consent of the Administrative Agent and, so long as
(1) no Potential Event of Default or Event of Default has occurred and is
continuing and (2) the Syndication Date has theretofore occurred, the consent of
the Company in each case shall be required in connection with any such
assignment pursuant to clause (y) above (each of which consents shall not be
unreasonably withheld or delayed), (iv) the Administrative Agent shall receive
at the time of each such assignment, from the assigning or assignee Lender, the
payment of a non-refundable assignment fee of $3,500 and (v) no such transfer or
assignment will be effective until recorded by the Administrative Agent or the
Register pursuant to Section 5.14. To the extent of any assignment pursuant to
this Section 11.2(a), the assigning Lender shall be relieved of its obligations
hereunder with respect to its assigned Loan Commitment and outstanding Loans. At
the time of each assignment pursuant to this Section 11.2(a) to a Person which
is not already a Lender hereunder and which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for
Federal income tax purposes, the respective assignee Lender shall, to the extent
legally entitled to do so, provide to the Company the appropriate Internal
Revenue Service forms (and, if applicable, a certificate) described in Section
11.2(e).

                  (b)      Each Lender may grant participations in all or any
part of its Notes or its Loan Commitment in an aggregate amount of not less than
$1,000,000 to any Eligible Assignee. Any such Person shall be entitled to the
benefits of Section 11.19, provided such Person complies with Section 11.2(e).

                  (c)      The Company shall, at its own cost and expense,
provide such certificates, acknowledgments and further assurances in respect of
this Agreement and the Loan as any Lender may reasonably require in connection
with any participation, transfer or assignment pursuant to this Section 11.2.

                  (d)      Nothing in this Agreement shall prevent or prohibit
any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
the Administrative Agent or the Borrower), any Lender which is a fund may pledge
all or any portion of its Loans and Notes to its trustee or to a collateral
agent providing credit or credit support to such Lender in support of its
obligations to such trustee, such collateral agent or a holder of such
obligations, as the case may be. No pledge pursuant to this clause (d) shall
release the transferor Lender from any of its obligations hereunder.

                  (e)      Each Lender, including each Lender that is an
assignee or transferee of an interest under this Agreement pursuant to Section
11.2(a) (unless the respective Lender was already a Lender hereunder immediately
prior to such assignment or transfer), that is not a United States Person (as
such term is defined in Section 7701(a)(30) of the Internal Revenue

                                     -107-
<PAGE>

Code) agrees, to the extent legally entitled to do so, to deliver to the Company
and the Administrative Agent, on the Closing Date or on the date of such
assignment or transfer to such Lender, as applicable, (i) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or other applicable forms or successor forms) certifying to such
Lender's entitlement to a complete exemption from United States withholding tax
with respect to payments to be made under this Agreement and under any Note, or
(ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code, two accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (or other applicable forms or successor
forms) certifying to such Lender's entitlement to a complete exemption from
United States withholding tax with respect to payments of interest to be made
under this Agreement and under any Note. In addition, each Lender agrees that,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Company and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN or W-8ECI, and such other
forms as may be required in order to confirm or establish the entitlement of
such Lender to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement and any Note, or
it shall immediately notify the Company and the Administrative Agent of its
inability to deliver any such form or certificate. Subject to Section 11.2(a),
Section 11.19 and the immediately succeeding sentence, the Company shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder or made on any other Credit Document for the account
of any Lender which is not a United States Person (as such term is defined in
Section 7701(a)(30) of the Internal Revenue Code) for U.S. Federal income tax
purposes to the extent that such Lender has not provided to the Company U.S.
Internal Revenue Service Forms that establish a complete exemption from such
deduction or withholding. Notwithstanding anything to the contrary contained in
this Agreement, the Company agrees to pay additional amounts and to indemnify
and hold harmless each Lender (without regard to the identity of the
jurisdiction requiring the deduction or withholding), and reimburse such Lender
upon its written request, in respect of any amounts deducted or withheld by it
as a result of any changes after the date the Lender became a party hereto
(including the date of any assignment or transfer) in any applicable law,
treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or
similar Taxes.

                  Section 11.3 Expenses

                  Whether or not the transactions contemplated hereby shall be
consummated, the Company agrees to promptly pay (i) all the actual and
reasonable costs and expenses of preparation of the Credit Documents and all the
costs of furnishing all opinions by counsel for the Company (including without
limitation any opinions reasonably requested by the Lenders as to any legal
matters arising hereunder), and of the Company's performance of and compliance
with all agreements and conditions contained herein on its part to be performed
or complied with; (ii) the reasonable fees, reasonable expenses and reasonable
disbursements of

                                     -108-
<PAGE>

counsel to the Agents in connection with the negotiation, preparation, execution
and administration of the Credit Documents and the Loan hereunder, and any
amendments, modifications and waivers hereto or thereto and consents to
departures from the terms hereof and thereof; and (iii) after the occurrence of
an Event of Default, all costs and expenses (including actual and reasonable
attorneys fees and costs of settlement) incurred by the Lenders or the
Administrative Agent in enforcing any Obligations of or in collecting any
payments due from the Company hereunder or under the Notes by reason of such
Event of Default or in connection with any refinancing or restructuring of the
credit arrangements provided under this Agreement in the nature of a "work-out"
or of any insolvency or bankruptcy proceedings.

                  Section 11.4 Indemnity

                  In addition to the payment of expenses pursuant to Section
11.3, whether or not the transactions contemplated hereby shall be consummated,
the Company agrees to indemnify, pay and hold each of the Lenders, the Agents,
the Co-Documentation Agents and any holder of any of the Notes, and each of
their respective officers, directors, employees, agents, representatives,
trustees, investment advisors and affiliates (collectively called the
"INDEMNITEES"), harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Indemnitee shall be
designated as a party thereto) which may be suffered by, imposed on, incurred by
or asserted against that Indemnitee, in any manner resulting from, connected
with, in respect of, relating to or arising out of this Agreement, the other
Credit Documents, the Lenders' agreements to make the Loan or the use or
intended use of any of the proceeds of the Loan hereunder (the "INDEMNIFIED
LIABILITIES"); provided that the Company shall have no obligation to an
Indemnitee hereunder with respect to Indemnified Liabilities to the extent such
liabilities are finally judicially determined to have resulted from the gross
negligence, bad faith or recklessness of that Indemnitee. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Company shall contribute the maximum portion which it is permitted
to pay and satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by the Indemnitees or any of them.

                  Section 11.5 Setoff

                  In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of Default, each Lender, the
Administrative Agent and each subsequent holder of any Note are hereby
authorized by the Company at any time or from time to time, without notice to
the Company, or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or special, including, but not limited to, Indebtedness evidenced by
certificates of deposit, whether matured or un-

                                     -109-
<PAGE>

matured, but not including trust accounts or any other accounts held for the
benefit of another Person) and any other Indebtedness at any time held or owing
by such Person or any such subsequent holder to or for the credit or the account
of the Company against and on account of the obligations and liabilities of the
Company to such Person or such subsequent holder under this Agreement and the
Notes, including, but not limited to, all claims of any nature or description
arising out of or connected with this Agreement or the Notes, irrespective of
whether or not (a) such Person or such subsequent holder shall have made any
demand hereunder or (b) such Person or such subsequent holder shall have
declared the principal of or the interest on its portion of the Loan and its
Notes and other amounts due hereunder to be due and payable as permitted by
Article 7 and although said obligations and liabilities, or any of them, may be
contingent or unmatured.

                  Section 11.6 Amendments and Waivers

                  No amendment, modification, termination or waiver of any term
or provision of this Agreement, of the Notes or of any Guarantee, or consent to
any departure by the Company or any Subsidiary Guarantor therefrom, shall in any
event be effective without the prior written concurrence of the Company or such
Subsidiary Guarantor, as the case may be, and the Required Lenders; provided
that without the prior written consent of each Lender affected, an amendment,
modification, termination or waiver of this Agreement, any Note or any Guarantee
or consent to departure from a term or provision hereof or thereof may not: (i)
reduce the principal amount of Loans whose holders must consent to any such
amendment, modification, termination, waiver or consent; (ii) reduce the rate of
or extend the time for payment of principal or interest on any Note; (iii)
reduce or forgive the principal amount of any Note; (iv) make any Note payable
in money other than that stated in the Note; (v) make any change in the
definition of "Change of Control," Article 7 or this Section 11.6; (vi) reduce
the rate or extend the time of payment of fees or other compensation payable to
any of the Lenders hereunder; or (vii) release all or substantially all of the
Collateral; and provided, further, that without the consent of each affected
Agent, no such amendment, modification, termination or waiver may amend, modify,
terminate or waive any provision of Article 9 as the same applies to the such
Agent or any other provision of this Agreement as it relates to the rights or
obligations of such Agent. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice
to or demand on the Company in any case shall entitle the Company to any further
notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 11.6
shall be binding upon each holder of the Notes at the time outstanding, each
further holder of the Notes, and, if signed by the Company or a Subsidiary
Guarantor, on the Company and such Subsidiary Guarantor.

                  Section 11.7 Independence of Covenants

                  All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitation of, another covenant shall not

                                     -110-
<PAGE>

avoid the occurrence of an Event of Default or Potential Event of Default if
such action is taken or condition exists.

                  Section 11.8 Entirety

                  The Credit Documents embody the entire agreement of the
parties and supersede all prior agreements and understandings, if any, relating
to the subject matter hereof and thereof.

                  Section 11.9 Notices

                  Unless otherwise provided herein, any notice or other
communications herein required or permitted to be given shall be in writing and
may be personally served, telecopied, telexed or sent by mail and shall be
deemed to have been given when delivered in person, upon receipt of telecopy or
telex against receipt of answer back or four Business Days after depositing it
in the mail, registered or certified, with postage prepaid and properly
addressed; provided that notices shall not be effective until received. For the
purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this Section 11.9) shall be set forth under
each party's name on the signature pages hereto, with, in the case of a notice
to the Company, a copy to David K. Duffell, Esq., Edwards & Angell, LLP, 2800
Financial Plaza, Providence, RI 02903.

                  Section 11.10 Survival of Warranties and Certain Agreements

                  (a)      All agreements, representations and warranties made
herein shall survive the execution and delivery of this Agreement, the making of
the Loan hereunder and the execution and delivery of the Notes and,
notwithstanding the making of the Loan, the execution and delivery of the Notes
or any investigation made by or on behalf of any party, shall continue in full
force and effect. The closing of the transactions herein contemplated shall not
prejudice any right of one party against any other party in respect of anything
done or omitted hereunder or in respect of any right to damages or other
remedies.

                  (b)      Notwithstanding anything in this Agreement or implied
by law to the contrary, the agreements of the Company set forth in Sections
11.3, 11.4, 11.14, 11.15, 11.17, 11.19 and 11.22 shall survive the payment of
the Loan and the Notes and the termination of this Agreement.

                  Section 11.11 Failure or Indulgence Not Waiver; Remedies
                                Cumulative

                  No failure or delay on the part of any Agent or any Lender or
any holder of any Note in the exercise of any power, right or privilege
hereunder, under a Guarantee or under the Notes shall impair such power, right
or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.

                                     -111-
<PAGE>

All rights and remedies existing under this Agreement, under a Guarantee or
under the Notes are cumulative to and not exclusive of any rights or remedies
otherwise available.

                  Section 11.12 Severability

                  In case any provision in or obligation under this Agreement,
under a Guarantee or under the Notes shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

                  Section 11.13 Headings

                  Article and Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

                  Section 11.14 Applicable Law

                  THIS AGREEMENT, EACH GUARANTEE AND THE NOTES SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

                  Section 11.15 Successors and Assigns; Subsequent Holders of
                                Notes

                  This Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of the Lenders. The terms and
provisions of this Agreement and each Guarantee shall inure to the benefit of
any assignee or transferee of the Notes pursuant to Section 11.2(a), and in the
event of such transfer or assignment, the rights and privileges herein conferred
upon the Lenders shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. In determining
whether the holders of a sufficient aggregate principal amount of the Loan shall
have consented to any action under this Agreement, any amount of the Loan owned
or held by the Company, any Subsidiary Guarantor or any of their respective
Affiliates shall be disregarded. The Company's rights or any interest therein
hereunder may not be assigned without the prior express written consent of each
of the Lenders.

                  Section 11.16 Counterparts; Effectiveness

                  This Agreement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto, and

                                     -112-
<PAGE>

delivery thereof to the Administrative Agent or, in the case of the Lenders,
written telex or facsimile notice or telephonic notification (confirmed in
writing) of such execution and delivery. The Agents will give the Company and
each Lender prompt notice of the effectiveness of this Agreement.

                  Section 11.17 Consent to Jurisdiction; Venue; Waiver of Jury
                                Trial

                  (a)      Any legal action or proceeding with respect to this
Agreement, any Note or any Guarantee may be brought in the courts of the State
of New York or of the United States for the Southern District of New York, and,
by execution and delivery of this Agreement, each of the parties to this
Agreement hereby irrevocably accepts for itself and in respect of its respective
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each of the parties to this Agreement hereby further irrevocably waives
any claim that any such courts lack jurisdiction over such party, and agrees not
to plead or claim, in any legal action or proceeding with respect to this
Agreement, the Notes or the Guarantees brought in any of the aforesaid courts,
that any such court lacks jurisdiction over such party. Each of the parties to
this Agreement irrevocably consents to the service of process in any such action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such party, at its respective address for notices pursuant
to Section 11.9, such service to become effective 30 days after such mailing. To
the extent permitted by law, each of the parties to this Agreement hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any Note or any Guarantee that service of process
was in any way invalid or ineffective. Nothing herein shall affect the right of
any party to this Agreement to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against any party in
any other jurisdiction.

                  (b)      Each of the parties to this Agreement hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or
in connection with this Agreement, the Notes or the Guarantees brought in the
courts referred to in Section 11.17(a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient
forum.

                  (c)      Each of the parties to this Agreement hereby
irrevocably waives all right to a trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement, the Notes or the
Guarantees or the transactions contemplated hereby or thereby.

                  Section 11.18 Payments Pro Rata

                  (a)      The Agents agree that promptly after their receipt of
each payment of any interest or premium on or principal of the Notes from or on
behalf of the Company or any Subsidiary Guarantor, they shall, except as
otherwise provided in this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to waive its

                                     -113-
<PAGE>

pro rata share of such payment) pro rata based upon their respective pro rata
shares, if any, of such payment.

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

                  Section 11.19 Taxes

                  (a)      Any and all payments by any Loan Party hereunder or
under any of the other Credit Documents shall be made free and clear of and
without deduction or withholding for any and all present or future Taxes, unless
such Taxes are required by law or the administration thereof to be deducted or
withheld and excluding (i) in the case of each Lender and the Administrative
Agent, Taxes imposed on its net income and franchise taxes imposed on it by the
jurisdiction under the laws of which such Person is organized or any political
subdivision thereof, (ii) in the case of each such Lender and the Administrative
Agent, any Taxes that are in effect and that would apply to a payment to such
Person, as applicable, as of the Closing Date (but excluding any Taxes
attributable to a change in law, rule or regulation or in the application or
interpretation thereof by any Governmental Authority occurring after the Closing
Date), and (iii) if any Person acquires any interest in this Agreement (a
"TRANSFEREE"), any Taxes to the extent that they are in effect and would apply
to a payment to such Transferee as of the date of the acquisition of such
interest (except to the extent that the assignor or other transferor was
entitled to receive additional amounts from any Loan Party with respect to
Taxes), as the case may be (all such nonexcluded Taxes being hereinafter
referred to as "COVERED TAXES"). If the Company shall be required by Law or the
administration thereof to deduct or withhold any Covered Taxes from or in
respect of any sum payable hereunder or under any other Credit Document, (a)
unless such requirement results from the failure of the payee to perform its
obligations under Section 11.2(e), the sum payable shall be increased as may be
necessary so that after making all required deductions or withholdings
(including deductions or withholdings applicable to additional amounts paid
under this paragraph), the Lender receives an amount equal to the sum it would
have received if no such deduction or withholding had been made; (b) the Company
shall make such deductions or withholdings;

                                     -114-
<PAGE>

and (c) the Company forthwith shall timely pay the full amount deducted or
withheld to the relevant taxation or other authority in accordance with
applicable Law.

                  (b)      The Company agrees to pay forthwith any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies (all such taxes, charges and levies being herein referred to
as "OTHER TAXES") imposed by any jurisdiction (or any political subdivision or
taxing authority thereof or therein) which arise from any payment made by the
Company hereunder or under any of the other Credit Documents or from the
execution, delivery, enforcement or registration of, or otherwise with respect
to, this Agreement or any of the other Credit Documents.

                  (c)      The Company agrees to indemnify the Administrative
Agent and each of the Lenders for the full amount of Covered Taxes or Other
Taxes not deducted or withheld and paid by the Company in accordance with
Sections 11.19(a) and 11.19(b) to the relevant taxation or other authority and
any Taxes other than Covered Taxes or Other Taxes imposed by any jurisdiction on
amounts payable by the Company under this Section 11.19 paid by such Lender or
the Administrative Agent and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not any such
Taxes or Other Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within 30 days from the date the Administrative
Agent or such Lender makes written demand therefor. A certificate as to the
amount of such Taxes or Other Taxes and evidence of payment thereof submitted to
the Company shall be prima facie evidence, absent manifest error, of the amount
due from the Company to the Administrative Agent or such Lender.

                  (d)      The Company shall furnish to the Administrative Agent
and each of such Lenders the original or a certified copy of a receipt
evidencing any payment of Taxes or Other Taxes made by the Company as soon as
such receipt becomes available.

                  (e)      The provisions of this Section 11.19 shall survive
the termination of this Agreement and repayment of all Obligations.

                  (f)      If the Administrative Agent or a Lender (or an
assignee) receives a refund of any Covered Taxes or Other Taxes as to which it
has been indemnified by a Loan Party or with respect to which a Loan Party has
paid additional amounts pursuant to this Section 11.19, it shall pay over such
refund to the Company (but only to the extent of indemnity payments made, or
additional amounts paid, by a Loan Party under this Section 11.19 with respect
to the Covered Taxes or the Other Taxes giving rise to such refund), net of all
out-of-pocket expenses (including, without limitation, any Taxes imposed on such
refund) of the Administrative Agent or such Lender (or assignee) and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, however, that the Company, upon the
request of the Administrative Agent or such Lender (or assignee), agrees to
repay the amount paid over to the Company (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender (or assignee) in the event the Administrative Agent or such
Lender (or assignee) is required to repay such refund to such Governmental
Authority. Nothing contained

                                     -115-
<PAGE>

in this Section 11.19(f) shall require the Administrative Agent or any Lender
(or assignee) to make available its tax returns or any other information which
it deems confidential to any Loan Party or any other person. Notwithstanding
anything to the contrary, in no event will any Lender be required to pay any
amount to the Company the payment of which would place such Lender in a less
favorable net after-tax position than such Lender would have been in if the
additional amounts giving rise to such refund of any Covered Taxes or Other
Taxes had never been paid.

                  Section 11.20 Waiver of Stay, Extension or Usury Laws

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on the Loan as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Agreement; and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Administrative Agent,
but will suffer and permit the execution of every such power as though no such
law had been enacted.

                  Section 11.21 Requirements of Law

                  If at any time after the Closing Date any Lender reasonably
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any Person
controlling such Lender based on the existence of such Lender's Loan hereunder
or its obligations hereunder, then the Company and each of its Subsidiaries
jointly and severally agree to pay to such Lender, upon its written demand
therefor, such additional amounts as shall be required to compensate such Lender
or such other Person for the increased cost to such Lender or such other Person
or the reduction in the rate of return to such Lender or such other Person as a
result of such increase of capital. In determining such additional amounts, each
Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that such Lender's reasonable
good faith determination of compensation owing under this Section 11.21 shall,
absent demonstrable error, be final and conclusive and binding on all the
parties hereto. Each Lender, upon determining that any additional amounts will
be payable pursuant to this Section 11.21, will give written notice thereof to
the Company (a copy of which shall be sent by such Lender to the Administrative
Agent), which notice shall show the basis for calculation of such additional
amounts, although the failure to give any such notice shall not release or
diminish any of the Company's, the Company's or their

                                     -116-
<PAGE>

Subsidiaries' obligations to pay additional amounts pursuant to this Section
11.21 upon the subsequent receipt of such notice.

                  Section 11.22 Confidentiality

                  (a)      Subject to the provisions of Section 11.22(b), each
Lender agrees that it will use its best efforts not to disclose without the
prior consent of the Company (other than to its Affiliates, employees, auditors,
advisors or counsel or to another Lender if the Lender or such Lender's holding
or parent company in its sole discretion determines that any such party should
have access to such information, provided such Persons shall be subject to the
provisions of this Section 11.22 to the same extent as such Lender) any
information with respect to the Company or any of their Subsidiaries which is
now or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by any of the Company or any of the Subsidiary
Guarantors to the Lenders in writing as confidential; provided that any Lender
may disclose any such information (a) as has become generally available to the
public, (b) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such Lender or to the Federal Reserve Board
or the Federal Deposit Insurance Corporation or similar organizations (whether
in the United States or elsewhere) or their successors, (c) as may be required
or appropriate with respect to any summons or subpoena or in connection with any
litigation, (d) in order to comply with any law, order, regulation or ruling
applicable to such Lender, (e) to the Administrative Agent and (f) to any
prospective or actual Transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or any interest
therein by such Lender, provided that such prospective transferee agrees to
provisions substantially the same as those contained in this Section 11.22.

                  (b)      Each of the Company and the Subsidiary Guarantors
hereby acknowledges and agrees that each Lender may share with any of its
affiliates any information related to the Company or any of its Subsidiaries
(including, without limitation, any nonpublic customer information regarding the
creditworthiness of the Company and its Subsidiaries); provided such Persons
shall be subject to the provisions of this Section 11.22 to the same extent as
such Lender.

                                     -117-
<PAGE>

                  WITNESS the due execution hereof by the respective duly
authorized officers of the undersigned as of the date first written above.

                                     COMPANY:

                                     WELLMAN, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Chief Financial Officer

                                     Notice Address:

                                         Wellman, Inc.
                                         595 Shrewsbury Avenue
                                         Shrewsbury, New Jersey 07702
                                         Attention:
                                         Telephone:
                                         Telecopy:

                                     GUARANTORS:

                                     PRINCE, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     FIBER INDUSTRIES, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President

                                     WELLMAN OF MISSISSIPPI, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President & Treasurer

                                     CARPET RECYCLING OF GEORGIA, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President & Treasurer

                                     ALG, Inc.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     PERMACLEAR EAST, INCORPORATED

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     WELLMAN RESINS, LLC

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Treasurer & Manager

                                     FIISB, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President

                                     FINWELL, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     JOSDAV INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President & Treasurer

                                     KHL, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     MED RESINS, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     WAREHOUSE ASSOCIATES, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President & Treasurer

                                     MRF, INC.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Vice President & Treasurer

                                     WELLMAN EXPORTS, V.I.

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: Treasurer

                                     PTA RESOURCES, LLC

                                     By: /s/ Keith R. Phillips
                                         ---------------------------------------
                                         Title: President

                                     AGENTS:

                                     DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        as Administrative Agent

                                     By: /s/ Mary Jo Jolly
                                         ---------------------------------------
                                         Title: Assistant Vice President

                                     DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        as Collateral Agent

                                     By: /s/ Mary Jo Jolly
                                         ---------------------------------------
                                         Title: Assistant Vice President

                                     JP MORGAN CHASE BANK, as Syndication Agent

                                     By: /s/ James H. Ramage
                                         ---------------------------------------
                                         Title: Managing Director

                                     DEUTSCHE BANK SECURITIES INC., as Joint
                                        Lead Arranger and Joint Lead Bookrunner

                                     By: /s/ John G. Anos
                                         ---------------------------------------
                                         Title: Managing Director

                                     By: /s/ Michael V. Johnson
                                         ---------------------------------------
                                         Title: Managing Director

                                     JP MORGAN SECURITIES, INC., as Joint Lead
                                        Arranger and Joint Lead Bookrunner

                                     By: /s/ Michael K. Ryan
                                         ---------------------------------------
                                         Title: Vice President

                                     GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Co-Documentation Agent

                                     By: /s/ Anne Bartolot
                                         ---------------------------------------
                                         Title: Its Duly Authorized Signatory

                                     ABN AMRO BANK NV., as Co-Documentation
                                        Agent

                                     By: /s/ Timothy E. Williams
                                         ---------------------------------------
                                         Title: Associate

                                     By: /s/ Suzanne Smith
                                         ---------------------------------------
                                         Title: Vice President

                                     LENDERS:

                                     Commitment: $112,750,000
                                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     By: /s/ Mary Jo Jolly
                                         ---------------------------------------
                                         Title: Assistant Vice President

                                     Commitment: $64,750,000
                                     JP MORGAN CHASE BANK

                                     By: /s/ James H. Ramage
                                         ---------------------------------------
                                         Title: Managing Director

                                     Commitment: $6,500,000
                                     GENERAL ELECTRIC CAPITAL CORPORATION

                                     By: /s/ Anne Bartolot
                                         ---------------------------------------
                                         Title: Its Duly Authorized Signatory

                                     Commitment: $1,000,000
                                     ABN AMRO BANK NV.

                                     By: /s/ Timothy E. Williams
                                         ---------------------------------------
                                         Title: Associate

                                     By: /s/ Suzanne Smith
                                         ---------------------------------------
                                         Title: Vice President


                                     -118-