<PAGE>

                                                                    EXHIBIT 10.1

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

                                CREDIT AGREEMENT

                          DATED AS OF JANUARY 23, 2004

                                      AMONG

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                  AS BORROWER,

             COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION,
                                 AS A GUARANTOR,

                       THE OTHER GUARANTORS PARTY HERETO,

                            THE LENDERS PARTY HERETO,

                                       AND

                             UBS SECURITIES LLC AND
                            BEAR, STEARNS & CO. INC.,
                    AS JOINT LEAD ARRANGERS AND BOOKRUNNERS,

                                       AND

                            UBS AG, STAMFORD BRANCH,
           AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND ISSUING BANK,

                              UBS LOAN FINANCE LLC,
                              AS SWINGLINE LENDER,

                      BEAR STEARNS CORPORATE LENDING INC.,
                              AS SYNDICATION AGENT,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             AS DOCUMENTATION AGENT,

                                       AND

                         WACHOVIA CAPITAL MARKETS, LLC,
                                 AS CO-ARRANGER

                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                               New York, NY 10005

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

<PAGE>

                                TABLE OF CONTENTS

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                                                          ARTICLE I

                                                         DEFINITIONS

SECTION 1.01.    Defined Terms...............................................................................     2
SECTION 1.02.    Classification of Loans and Borrowings......................................................    31
SECTION 1.03.    Terms Generally.............................................................................    31
SECTION 1.04.    Accounting Terms; GAAP......................................................................    31

                                                         ARTICLE II

                                                         THE CREDITS

SECTION 2.01.    Commitments.................................................................................    32
SECTION 2.02.    Loans.......................................................................................    32
SECTION 2.03.    Borrowing Procedure.........................................................................    34
SECTION 2.04.    Evidence of Debt; Repayment of Loans........................................................    34
SECTION 2.05.    Fees........................................................................................    35
SECTION 2.06.    Interest on Loans...........................................................................    36
SECTION 2.07.    Termination and Reduction of Commitments....................................................    37
SECTION 2.08.    Interest Elections..........................................................................    37
SECTION 2.09.    Amortization of Term Borrowings.............................................................    38
SECTION 2.10.    Optional and Mandatory Prepayments of Loans.................................................    38
SECTION 2.11.    Alternate Rate of Interest..................................................................    42
SECTION 2.12.    Increased Costs.............................................................................    42
SECTION 2.13.    Breakage Payments...........................................................................    43
SECTION 2.14.    Payments Generally; Pro Rata Treatment; Sharing of Setoffs..................................    43
SECTION 2.15.    Taxes.......................................................................................    45
SECTION 2.16.    Mitigation Obligations; Replacement of Lenders..............................................    46
SECTION 2.17.    Swingline Loans.............................................................................    47
SECTION 2.18.    Letters of Credit...........................................................................    48

                                                         ARTICLE III

                                               REPRESENTATIONS AND WARRANTIES

SECTION 3.01.    Organization; Powers........................................................................    52
SECTION 3.02.    Authorization; Enforceability...............................................................    53
SECTION 3.03.    Governmental Approvals; No Conflicts........................................................    53
SECTION 3.04.    Financial Statements........................................................................    53
SECTION 3.05.    Properties..................................................................................    53
SECTION 3.06.    Equity Interests and Subsidiaries...........................................................    54
SECTION 3.07.    Litigation; Compliance with Laws............................................................    54
SECTION 3.08.    Agreements..................................................................................    55
SECTION 3.09.    Federal Reserve Regulations.................................................................    55
SECTION 3.10.    Investment Company Act; Public Utility Holding Company Act..................................    55
SECTION 3.11.    Use of Proceeds.............................................................................    55
</TABLE>

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SECTION 3.12.    Taxes.......................................................................................    55
SECTION 3.13.    No Material Misstatements...................................................................    56
SECTION 3.14.    Labor Matters...............................................................................    56
SECTION 3.15.    Solvency....................................................................................    56
SECTION 3.16.    Employee Benefit Plans......................................................................    56
SECTION 3.17.    Environmental Matters.......................................................................    57
SECTION 3.18.    Insurance...................................................................................    58
SECTION 3.19.    Security Documents..........................................................................    58
SECTION 3.20.    Acquisition Documents; Representations and Warranties in Agreement..........................    59
SECTION 3.21.    Representations, Warranties and Agreements of Holdings and Parent...........................    59
SECTION 3.22.    Anti-Terrorism Law..........................................................................    59
SECTION 3.23.    Bribery.....................................................................................    60
SECTION 3.24.    Subordination of Senior Subordinated Notes..................................................    60

                                                          ARTICLE IV

                                                    CONDITIONS OF LENDING

SECTION 4.01.    All Credit Events...........................................................................    60
SECTION 4.02.    First Credit Event..........................................................................    61

                                                          ARTICLE V

                                                    AFFIRMATIVE COVENANTS

SECTION 5.01.    Financial Statements, Reports, etc..........................................................    67
SECTION 5.02.    Litigation and Other Notices................................................................    68
SECTION 5.03.    Existence; Businesses and Properties........................................................    69
SECTION 5.04.    Insurance...................................................................................    69
SECTION 5.05.    Obligations and Taxes.......................................................................    69
SECTION 5.06.    Employee Benefits...........................................................................    70
SECTION 5.07.    Maintaining Records; Access to Properties and Inspections...................................    70
SECTION 5.08.    Use of Proceeds.............................................................................    70
SECTION 5.09.    Compliance with Environmental Laws; Environmental Reports...................................    70
SECTION 5.10.    [Reserved]..................................................................................    71
SECTION 5.11.    Additional Collateral; Additional Guarantors................................................    71
SECTION 5.12.    Security Interests; Further Assurances......................................................    73
SECTION 5.13.    Redemption Notes............................................................................    74
SECTION 5.14.    Post-Closing Matters........................................................................    74

                                                          ARTICLE VI

                                                      NEGATIVE COVENANTS

SECTION 6.01.    Indebtedness................................................................................    75
SECTION 6.02.    Liens.......................................................................................    76
SECTION 6.03.    Investment, Loan and Advances...............................................................    78
SECTION 6.04.    Mergers, Consolidations, Sales of Assets and Acquisitions...................................    80
SECTION 6.05.    Dividends...................................................................................    81
SECTION 6.06.    Transactions with Affiliates................................................................    82
SECTION 6.07.    Financial Covenants.........................................................................    83
</TABLE>

                                      -ii-

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SECTION 6.08.    Prepayments of Other Indebtedness; Modifications of Certificate of Incorporation, Other
                    Constitutive Documents or By-Laws and Certain Other Agreements, etc......................    85
SECTION 6.09.    Limitation on Certain Restrictions on Subsidiaries..........................................    85
SECTION 6.10.    Limitation on Issuance of Capital Stock.....................................................    86
SECTION 6.11.    Limitation on Creation of Subsidiaries......................................................    86
SECTION 6.12.    Business....................................................................................    86
SECTION 6.13.    Limitation on Accounting Changes............................................................    86
SECTION 6.14.    Fiscal Year.................................................................................    86
SECTION 6.15.    Sale and Leaseback Transactions.............................................................    86
SECTION 6.16.    Anti-Terrorism Law; Anti-Money Laundering...................................................    87

                                                         ARTICLE VII

                                                          GUARANTEE

SECTION 7.01.    The Guarantee...............................................................................    87
SECTION 7.02.    Obligations Unconditional...................................................................    87
SECTION 7.03.    Reinstatement...............................................................................    88
SECTION 7.04.    Subrogation; Subordination..................................................................    89
SECTION 7.05.    Remedies....................................................................................    89
SECTION 7.06.    Instrument for the Payment of Money.........................................................    89
SECTION 7.07.    General Limitation on Guarantee Obligations.................................................    89

                                                         ARTICLE VIII

                                                      EVENTS OF DEFAULT

SECTION 8.01.    Events of Default...........................................................................    90

                                                          ARTICLE IX

                                    COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

SECTION 9.01.    Collateral Account..........................................................................    92
SECTION 9.02.    Proceeds of Casualty Events.................................................................    93
SECTION 9.03.    Application of Proceeds.....................................................................    93

                                                          ARTICLE X

                                      THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 10.01.   Appointment.................................................................................    94
SECTION 10.02.   Agent in Its Individual Capacity............................................................    94
SECTION 10.03.   Exculpatory Provisions......................................................................    94
SECTION 10.04.   Reliance by Agent...........................................................................    95
SECTION 10.05.   Delegation of Duties........................................................................    95
SECTION 10.06.   Successor Agent.............................................................................    95
SECTION 10.07.   Non-Reliance on Agent and Other Lenders.....................................................    95
SECTION 10.08.   No Other Administrative Agent...............................................................    96
SECTION 10.09.   Indemnification.............................................................................    96
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                                      -iii-

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                                                          ARTICLE XI

                                                        MISCELLANEOUS

SECTION 11.01.   Notices.....................................................................................    96
SECTION 11.02.   Waivers; Amendment..........................................................................    97
SECTION 11.03.   Expenses; Indemnity.........................................................................    99
SECTION 11.04.   Successors and Assigns......................................................................   100
SECTION 11.05.   Survival of Agreement.......................................................................   102
SECTION 11.06.   Counterparts; Integration; Effectiveness....................................................   103
SECTION 11.07.   Severability................................................................................   103
SECTION 11.08.   Right of Setoff.............................................................................   103
SECTION 11.09.   Governing Law; Jurisdiction; Consent to Service of Process..................................   103
SECTION 11.10.   WAIVER OF JURY TRIAL........................................................................   104
SECTION 11.11.   Headings....................................................................................   104
SECTION 11.12.   Confidentiality.............................................................................   104
SECTION 11.13.   Interest Rate Limitation....................................................................   105
SECTION 11.14.   Lender Addendum.............................................................................   105
SECTION 11.15.   Administrative Agent Consent to Defeasance..................................................   105
</TABLE>

ANNEXES

Annex I               Amortization Table

SCHEDULES

Schedule 1.01(a)      Mortgaged Properties
Schedule 1.01(b)      Refinancing Indebtedness To Be Repaid
Schedule 1.01(c)      Subsidiary Guarantors
Schedule 3.03         Governmental Approvals; No Conflicts
Schedule 3.05(b)      Real Properties
Schedule 3.05(c)      Intellectual Property
Schedule 3.06(a)      Subsidiaries
Schedule 3.08         Material Agreements
Schedule 3.18         Insurance
Schedule 3.20         Acquisition Documents
Schedule 4.02(o)(vi)  Landlord Access Agreements

EXHIBITS

Exhibit A             Form of Landlord Access Agreement
Exhibit B             Form of Administrative Questionnaire
Exhibit C             Form of Assignment and Acceptance
Exhibit D             Form of Borrowing Request
Exhibit E             Form of Interest Election Request
Exhibit F             Form of Joinder Agreement
Exhibit G             Form of Lender Addendum
Exhibit H             Form of Mortgage
Exhibit I-1           Form of Term Note
Exhibit I-2           Form of Revolving Note

                                      -iv-

<PAGE>

Exhibit I-3           Form of Swingline Note
Exhibit J-1           Form of Perfection Certificate
Exhibit J-2           Form of Perfection Certificate Supplement
Exhibit K             Form of Security Agreement
Exhibit L             Form of Exemption Certificate
Exhibit M             Form of Solvency Certificate
Exhibit N             Form of Intercompany Note

                                       -v-

<PAGE>

                                CREDIT AGREEMENT

                  CREDIT AGREEMENT (this "AGREEMENT") dated as of January 23,
2004, among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation
("BORROWER"), COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware
corporation ("HOLDINGS"), CPI ACQUISITION CORP., a Delaware corporation
("PARENT"), the Subsidiary Guarantors (such term and each other capitalized term
used but not defined herein having the meaning given it in Article I), the
Lenders, UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as joint lead
arrangers and bookrunners (in such capacity, "JOINT LEAD ARRANGERS"), UBS LOAN
FINANCE LLC, as swingline lender (in such capacity, "SWINGLINE LENDER"), UBS AG,
STAMFORD BRANCH, as administrative agent (in such capacity, "ADMINISTRATIVE
AGENT") for the Lenders, collateral agent (in such capacity, "COLLATERAL AGENT")
for the Secured Parties and as issuing bank (in such capacity, "ISSUING BANK"),
BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent (in such capacity,
"SYNDICATION AGENT"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation
Agent (in such capacity, "DOCUMENTATION AGENT") and WACHOVIA CAPITAL MARKETS,
LLC, as co-arranger (in such capacity, "CO-ARRANGER").

                              W I T N E S S E T H :

                  WHEREAS, Holdings, Parent and CPI Merger Sub Corp. ("MERGER
SUB") have entered into that certain agreement and plan of merger with Green
Equity Investors II, L.P. ("GEI"), dated as of November 17, 2003, as amended,
supplemented or otherwise modified from time to time in accordance with the
provisions hereof and thereof (the "MERGER AGREEMENT") to effect the merger (the
"MERGER") of Merger Sub with and into Holdings, with Holdings as the surviving
corporation;

                  WHEREAS, Borrower has requested the Lenders to extend credit
in the form of Term Loans on the Closing Date, in an aggregate principal amount
of $90.0 million, and Revolving Loans at any time and from time to time prior to
the Revolving Maturity Date, in an aggregate principal amount at any time
outstanding not in excess of $40.0 million, which Revolving Loans may not be
drawn on the Closing Date other than to fund up to $4.0 million of working
capital of Borrower and its Subsidiaries;

                  WHEREAS, Borrower has requested the Swingline Lender to extend
credit, at any time and from time to time prior to the Revolving Maturity Date,
in the form of Swingline Loans, in an aggregate amount at any time outstanding
of up to $5.0 million;

                  WHEREAS, Borrower has requested the Issuing Bank to issue
letters of credit, in an aggregate face amount at any time outstanding not in
excess of $15.0 million, to support payment obligations incurred in the ordinary
course of business by Borrower and its Subsidiaries;

                  WHEREAS, the proceeds of the Loans are to be used in
accordance with Section 3.11.

                  NOW, THEREFORE, the Lenders are willing to extend such credit
to Borrower and the Issuing Bank is willing to issue letters of credit for the
account of Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

                           SECTION 1.01. DEFINED TERMS. As used in this
Agreement, the following terms shall have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

                  "ABR LOAN" shall mean any ABR Term Loan or ABR Revolving Loan.

                  "ABR REVOLVING LOAN" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

                  "ABR TERM LOAN" shall mean any Term Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

                  "AC AMOUNT" shall have the meaning assigned to such term in
the definition of "Permitted Acquisition."

                  "ACCESS AGREEMENT" shall mean an Access Agreement
substantially in the form of Exhibit A.

                  "ACQUIRED BUSINESS" shall mean Holdings and its subsidiaries.

                  "ACQUIRED INDEBTEDNESS" shall mean (1) with respect to any
person that becomes a Subsidiary after the Closing Date as a result of a
Permitted Acquisition, Indebtedness of such person and its subsidiaries existing
at the time such person becomes a Subsidiary that was not incurred in connection
with, or in contemplation of, such Permitted Acquisition and (2) with respect to
Borrower or any Subsidiary, any Indebtedness of a person (other than Borrower or
a Subsidiary) existing at the time such person is merged with or into Borrower
or a Subsidiary in connection with a Permitted Acquisition, or Indebtedness
expressly assumed by Borrower or any Subsidiary in connection with a Permitted
Acquisition, which Indebtedness was not, in any case, incurred by such other
person in connection with, or in contemplation of, such Permitted Acquisition.

                  "ACQUISITION CONSIDERATION" shall mean the purchase
consideration for any Permitted Acquisition and all other payments by Borrower
or any of its Subsidiaries in exchange for or as part of any Permitted
Acquisition, whether paid in cash, by assumption of Indebtedness, or by exchange
of assets other than Qualified Stock of Parent and whether payable at or prior
to the consummation of such Permitted Acquisition or deferred for payment at any
future time, and includes Borrower's reasonable estimate of any and all payments
that will be required to be made and that represent the purchase price and any
assumptions of Indebtedness, "earn-outs" and other agreements to make any
payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any person or business.

                  "ACQUISITION DOCUMENTS" shall mean the collective reference to
the Merger Agreement, Voting and Indemnification Agreement and the Escrow
Agreement.

                                       -2-

<PAGE>

                  "ADJUSTED LIBOR RATE" shall mean, with respect to any
Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum
(rounded upward, if necessary, to the next 1/100 of 1%) determined by the
Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing
in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves
(if any) for such Eurodollar Borrowing for such Interest Period.

                  "ADMINISTRATIVE AGENT" shall have the meaning assigned to such
term in the preamble hereto.

                  "ADMINISTRATIVE AGENT FEES" shall have the meaning assigned to
such term in Section 2.05(b).

                  "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form of Exhibit B, or such other form as may be supplied
from time to time by the Administrative Agent.

                  "AFFILIATE" shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
person specified; provided, however, that, for purposes of Section 6.06, the
term "Affiliate" shall also include any person that directly or indirectly owns
more than 10% of the aggregate voting Equity Interests of the person specified
or that is an executive officer or director of the person specified.

                  "AGENTS" shall mean the Arrangers, Syndication Agent,
Documentation Agent, Administrative Agent and Collateral Agent.

                  "AGREEMENT" shall have the meaning assigned to such term in
the preamble hereto.

                  "ANTI-TERRORISM LAWS" shall have the meaning assigned to such
term in Section 3.22.

                  "ALTERNATE BASE RATE" shall mean, for any day, a rate per
annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

                  "APPLICABLE MARGIN" shall mean, for any day, with respect to
any Loan, the applicable percentage set forth below:

                                       -3-

<PAGE>

<TABLE>
<CAPTION>
                            Applicable Percentage -             Applicable Percentage
Leverage Ratio                  Revolving Loans                        Term Loans
-----------------------------------------------------------------------------------------
                          Eurodollar             ABR            Eurodollar            ABR
-----------------------------------------------------------------------------------------
<S>                       <C>                   <C>             <C>                  <C>
Level I                      3.00%              2.00%             3.00%              2.00%
>3.5: 1.0
-----------------------------------------------------------------------------------------

Level II                     2.75%              1.75%             2.75%              1.75%
< or = 3.5:1.0
-----------------------------------------------------------------------------------------
</TABLE>

Each change in the Applicable Margin resulting from a change in the Leverage
Ratio shall be effective with respect to all Loans and Letters of Credit
outstanding on and after the date of delivery to the Administrative Agent of the
financial statements and certificates required by Section 5.01(a) or (b) and
Section 5.01(d), respectively, indicating such change until the date immediately
preceding the next date of delivery of such financial statements and
certificates indicating another such change. Notwithstanding the foregoing, (a)
from the Closing Date to the date of delivery to the Administrative Agent of the
financial statements and certificates required by Section 5.01(a) or (b) and
5.01(d) for the first fiscal quarter ending at least six months after the
Closing Date, the Leverage Ratio shall be deemed to be in Level I for purposes
of determining the Applicable Margin and (b) at any time during which Borrower
has failed to deliver the financial statements and certificates required by
Section 5.01(a) or (b) and Section 5.01(d), the Leverage Ratio shall be deemed
to be in Level I for purposes of determining the Applicable Margin.

                  "ARRANGERS" shall mean the Joint Lead Arrangers and the
Co-Arranger.

                  "ASSET SALE" shall mean (a) any conveyance, sale, lease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any sale and leaseback transaction) of any property
(including stock of subsidiaries by the holder thereof) by any of the Group
Companies to any person other than any Loan Party and (b) any issuance or sale
by any Subsidiary of its Equity Interests to any person (other than to a Loan
Party).

                  "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the
Administrative Agent, in the form of Exhibit C, or such other form as shall be
approved by the Administrative Agent.

                  "AUDITED FINANCIAL STATEMENTS" shall have the meaning assigned
to such term in Section 3.04(a).

                  "BANKRUPTCY CODE" shall mean Title 11 of the United States
Code, as now constituted or hereafter amended.

                  "BAILEE LETTER" shall have the meaning assigned to such term
in the Security Agreement.

                  "BEAR STEARNS" shall mean Bear Stearns Corporate Lending Inc.

                  "BOARD" shall mean the Board of Governors of the Federal
Reserve System of the United States of America.

                  "BOARD OF DIRECTORS" shall mean, with respect to any person,
the board of directors (or similar governing body) of such person.

                                       -4-

<PAGE>

                  "BORROWER" shall have the meaning assigned to such term in the
preamble hereto.

                  "BORROWING" shall mean (a) Loans of the same Class and Type,
made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect, or (b) a Swingline
Loan.

                  "BORROWING REQUEST" shall mean a request by Borrower in
accordance with the terms of Section 2.03 and substantially in the form of
Exhibit D, or such other form as shall be approved by the Administrative Agent.

                  "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or day on which banks in New York City or Stamford, CT are authorized or
required by law to close; provided, however, that when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "CAPITAL EXPENDITURES" shall mean, with respect to any person,
for any period, the aggregate cash expenditures made during that period for
property, plant or equipment as reflected in the consolidated balance sheet of
such person and its Consolidated Subsidiaries, in conformity with GAAP, but
excluding expenditures made in connection with the replacement, substitution or
restoration of property (a) to the extent financed from insurance proceeds paid
on account of the loss of or damage to the property being replaced or restored,
(b) with awards of compensation arising from the taking by eminent domain or
condemnation of the property being replaced or (c) with regard to equipment that
is purchased simultaneously with the trade-in of existing equipment, fixed
assets or improvements, the credit granted by the seller of such equipment for
the trade-in of such equipment, fixed assets or improvements; provided that
Capital Expenditures shall not in any event include the Acquisition
Consideration paid in connection with Permitted Acquisitions or up to $20.0
million of expenditures in connection with the sale, remediation or restoration
work concerning the San Carlos Facility.

                  "CAPITAL LEASE OBLIGATIONS" of any person shall mean the
obligations of such person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "CASH EQUIVALENTS" shall mean, as to any person: (a)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition by such person; (b) time
deposits and certificates of deposit of any Lender or any commercial bank
having, or which is the principal banking subsidiary of a bank holding company
organized under the laws of the United States, any State thereof or the District
of Columbia having, capital and surplus aggregating in excess of $1.0 billion
with maturities of not more than one year from the date of acquisition by such
person; (c) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (a) above entered into
with any bank meeting the qualifications specified in clause (b) above; (d)
commercial paper issued by any person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at
least P-1 or the equivalent thereof by Moody's Investors Service, Inc., and in
each case maturing not more than one year after the date of acquisition by such
person; (e) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (a) through (d)
above; and (f) demand deposit accounts maintained in the ordinary course of
business.

                                       -5-

<PAGE>

                  "CASUALTY EVENT" shall mean, 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 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 $500,000. "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.

                  "CERCLA" shall have the meaning assigned thereto in the
definition of "Environmental Law".

                  A "CHANGE IN CONTROL" shall be deemed to have occurred if: (a)
Holdings shall at any time cease to own 100% of the capital stock of Borrower or
Parent shall at any time cease to own 100% of the capital stock of Holdings
(other than as a result of a merger permitted by Section 6.04(k)); (b) prior to
an IPO, the Permitted Holders cease to own, or to have the power to vote or
direct the voting of, Voting Stock representing more than 50% of the voting
power of the total outstanding Voting Stock of Parent; (c) following an IPO,
either (i) the Permitted Holders shall fail to own, or to have the power to vote
or direct the voting of, Voting Stock representing at least 30% of the voting
power of the total outstanding Voting Stock of Parent or (ii) any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
for purposes of this clause such person or group shall be deemed to have
"beneficial ownership" of all securities that any such person or group has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of Voting Stock representing more
than 30% of the voting power of the total outstanding Voting Stock of Parent; or
(d) during any period of two consecutive years, individuals who at the beginning
of such period constituted the Board of Directors of Parent (together with any
new directors whose election to such Board of Directors or whose nomination for
election by the stockholder of Parent was approved by a vote of at least 51% of
the directors of Parent then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of Parent, provided that this clause (d) shall not apply when
the Permitted Holders own sufficient Voting Stock to elect a majority of
directors to the Board of Directors.

                  "CHANGE IN LAW" shall mean (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in any law, rule
or regulation or in the interpretation or application thereof by any
Governmental Authority after the date of this Agreement or (c) compliance by any
Lender or Issuing Bank (or for purposes of Section 2.12(b), by any lending
office of such Lender or by such Lender's or Issuing Bank's holding company, if
any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "CHARGES" shall have the meaning assigned to such term in
Section 11.13.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Term Loans or Swingline Loans and, when used in reference to
any Commitment, refers to whether such Commitment is a Revolving Commitment,
Term Loan Commitment or Swingline Commitment.

                                       -6-

<PAGE>

                  "CLOSING DATE" shall mean the date of the initial Credit Event
hereunder.

                  "CLOSING DATE INTERCOMPANY LOAN" shall mean a loan from
Borrower to Holdings made from the proceeds of borrowings made hereunder on the
Closing Date for the sole purpose of funding a portion of the consideration for
the Merger not funded by the Equity Financing and to pay fees, commissions and
expenses in connection with the Transactions.

                  "CO-ARRANGER" shall have the meaning assigned to such term in
the preamble hereto.

                  "COLLATERAL" shall mean all of the Security Agreement
Collateral, the Mortgaged Real 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 in the form of a deposit account established and maintained by the
Collateral Agent for the benefit of the Secured Parties, in accordance with the
provisions of Section 9.01.

                  "COLLATERAL AGENT" shall have the meaning assigned to such
term in the preamble hereto.

                  "COLLATERAL DOCUMENTS" shall mean the Security Documents, the
Perfection Certificate and all UCC or other financing statements or instruments
of perfection required by this Agreement or any Security Document to be filed
with respect to the security interests in property and fixtures created pursuant
to the Security Documents.

                  "COMMERCIAL LETTER OF CREDIT" means any letter of credit
issued for the account of Borrower for the benefit of Borrower or any of its
Subsidiaries, for the purpose of providing the primary payment mechanism in
connection with the purchase of any materials, goods or services by Borrower or
any of its Subsidiaries.

                  "COMMITMENT" shall mean, with respect to any Lender, such
Lender's Revolving Commitment, Term Loan Commitment and Swingline Commitment.

                  "COMMITMENT FEE" shall have the meaning assigned to such term
in Section 2.05(a).

                  "COMMITMENT LETTER" shall mean the Commitment Letter, dated
January 12, 2004, among Parent, UBS Loan Finance LLC, UBS Securities LLC, Bear
Stearns Corporate Lending Inc., Bear Stearns & Co. Inc., Wachovia Bank, National
Association and Wachovia Capital Markets, LLC.

                  "COMPANIES" shall mean Borrower and the Subsidiaries; and
"COMPANY" shall mean any one of them.

                  "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean that certain
confidential information memorandum dated as of January 2004.

                  "CONSOLIDATED COMPANIES" shall mean Borrower and its
Consolidated Subsidiaries.

                  "CONSOLIDATED CURRENT ASSETS" shall mean, with respect to any
person as at any date of determination, the total assets of such person and its
Consolidated Subsidiaries which may properly be classified as current assets on
a consolidated balance sheet of such person and its Consolidated Subsidiaries in
accordance with GAAP, excluding cash and Cash Equivalents.

                                       -7-

<PAGE>

                  "CONSOLIDATED CURRENT LIABILITIES" shall mean, with respect to
any person as at any date of determination, the total liabilities of such person
and its Consolidated Subsidiaries which may properly be classified as current
liabilities (other than (a) the current portion of any Loans and Capital Lease
Obligations and (b) without duplication of clause (a) above, all Indebtedness
consisting of Revolving Loans to the extent otherwise included therein) on a
consolidated balance sheet of such person and its Consolidated Subsidiaries in
accordance with GAAP.

                  "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated
Net Income for such period, adjusted, without duplication and in each case only
to the extent included in determining Consolidated Net Income (and with respect
to the portion of Consolidated Net Income attributable to any Subsidiary that is
not a Guarantor only if a corresponding amount would be permitted at the date of
determination to be distributed to Borrower by such Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Subsidiary or its stockholders), by
(x) adding thereto (i) the amount of Consolidated Interest Expense, (ii)
provision for taxes, (iii) amortization, (iv) depreciation, (v) extraordinary
losses, (vi) fees and expenses incurred in connection with the Transactions, the
sale, remediation or relocation work at the San Carlos Facility or any Permitted
Acquisition, (vii) non-cash compensation expense, (viii), non-cash impairment
charges and (ix) all other non-recurring items reducing the Consolidated Net
Income for such period; provided that the aggregate amount of all non-recurring
cash items added back for such period shall not exceed $10.0 million; provided,
further, that an item will not be considered "non-recurring" if the nature of
such item is such that it is reasonably likely to recur within two years or
there was a similar item within the prior two years, and (y) subtracting (i)
dividends paid by Borrower pursuant to Section 6.05(c), (ii) the aggregate
amount of all extraordinary gains and all non-cash items and (iii) the aggregate
amount of all non-recurring cash items, determined on a consolidated basis, to
the extent such items increased Consolidated Net Income for such period. To the
extent that the Merger, any Asset Sale or any Permitted Acquisition (or any
similar transaction or transactions which require a waiver or a consent of the
Required Lenders pursuant to Section 6.04) has occurred during the relevant
period, Consolidated EBITDA shall be determined for the respective period on a
Pro Forma Basis for such occurrence (other than for the purposes of calculating
Excess Cash Flow).

                  Notwithstanding the foregoing, Consolidated EBITDA (i) for the
third fiscal quarter of 2003 shall be $15.2 million, (ii) for the fourth fiscal
quarter of 2003 shall be $12.1 million and (iii) for the first fiscal quarter of
2004 shall be $13.8 million, subject, in each case, to adjustment pursuant to
the preceding sentence.

                  "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for any
Test Period, the ratio of (a) Consolidated EBITDA for such period less the sum
of (i) Capital Expenditures paid in cash during such period, (ii) income taxes
that have been paid in cash during such period (net of cash indemnification
amounts received from third parties); provided that if a Tax Event has occurred,
the amount of the taxes paid in connection with a Tax Event shall be allocated
to the period or periods to which such taxes relate (provided, that if any such
amounts paid would be allocated to a period prior to the fiscal quarter ended
January 2, 2004, then such amounts shall be allocated pro rata amongst the
period or periods to which such taxes relate from and including the fiscal
quarter ended January 2, 2004) and (iii) any income taxes allocated to such Test
Period pursuant to the immediately preceding clause (ii), to (b) the sum of (i)
cash Consolidated Interest Expense for such period and (ii) the principal amount
of all regularly scheduled amortization payments on all Indebtedness (including
the principal component of all Capital Lease Obligations) of Borrower and its
Subsidiaries for such period (as determined on the first day of the respective
period). To the extent that the Merger, any Asset Sale or any Permitted
Acquisition (or any similar transaction or transactions which require a waiver
or a consent of the Required Lenders pursuant to

                                       -8-

<PAGE>

Section 6.04) has occurred during the relevant Test Period, the Consolidated
Fixed Charge Coverage Ratio shall be determined for the respective Test Period
on a Pro Forma Basis for such occurrence.

                  "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
(but including in any event the then outstanding principal amount of all Loans,
all Capital Lease Obligations and all drawn letters of credit) of Borrower and
its Consolidated Subsidiaries on a consolidated basis as determined in
accordance with GAAP minus the aggregate stated balance sheet amount of cash and
Cash Equivalents held by Borrower and its Consolidated Subsidiaries on a
consolidated basis as determined in accordance with GAAP.

                  "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any
Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y)
Consolidated Interest Expense for such Test Period. To the extent that the
Merger, any Asset Sale or any Permitted Acquisition (or any similar transaction
or transactions which require a waiver or a consent of the Required Lenders
pursuant to Section 6.04) has occurred during the relevant Test Period, the
Consolidated Interest Coverage Ratio shall be determined for the respective Test
Period on a Pro Forma Basis for such occurrence.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period,
the excess of (a) the sum, without duplication, of (i) the total consolidated
cash interest expense of Borrower and its Consolidated Subsidiaries for such
period determined in accordance with GAAP, (ii) the portion of Capital Lease
Obligations of Borrower and its Consolidated Subsidiaries representing the
interest factor for such period, (iii) all interest paid with respect to
discontinued operations, and (iv) all accrued but unpaid interest on any
Indebtedness of any other person guaranteed by Borrower or any of its
Subsidiaries, minus (b) the total consolidated interest income of Borrower and
its Consolidated Subsidiaries for such period determined in accordance with
GAAP.

                  "CONSOLIDATED NET INCOME" shall mean, for any period, the
consolidated net after tax income of Borrower and its Consolidated Subsidiaries
determined in accordance with GAAP, but excluding in any event net earnings or
loss of any other person (other than a Subsidiary) in which Borrower or any
Consolidated Subsidiary has an ownership interest, except (in the case of any
such net earnings) to the extent such net earnings shall have actually been
received by Borrower or such Consolidated Subsidiary in the form of cash
distributions.

                  "CONSOLIDATED SUBSIDIARIES" shall mean, as to any person, all
subsidiaries of such person which are consolidated with such person for
financial reporting purposes in accordance with GAAP.

                  "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with
respect to any Permitted Lien of the type described in clauses (a) and (b) of
Section 6.02, the following conditions:

                  (a)      any proceeding instituted contesting such Lien shall
         conclusively operate to stay the sale or forfeiture of any material
         portion of the Collateral on account of such Lien;

                  (b)      the appropriate Credit Party shall maintain, to the
         extent it deems necessary, cash reserves in an amount sufficient to pay
         and discharge such Lien and the 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.

                                       -9-

<PAGE>

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

                  "CONTROL" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.

                  "CONTROL AGREEMENT" shall have the meaning assigned to such
term in the Security Agreement.

                  "CREDIT EVENT" shall have the meaning assigned to such term in
Section 4.01.

                  "CREDIT PARTIES" shall mean Borrower and the Guarantors.

                  "DEBT ISSUANCE" shall mean the incurrence by Parent, Holdings,
Borrower or any Subsidiary of any Indebtedness after the Closing Date (other
than as permitted by Section 6.01).

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

                  "DEFEASANCE ACTIVITIES" shall have the meaning assigned to
such term in Section 4.02(e).

                  "DISQUALIFIED CAPITAL STOCK" shall mean any Equity Interest
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, (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to 90 days following the Term
Loan Maturity Date, (b) is convertible into or exchangeable (unless at the sole
option of the issuer thereof) for (i) debt securities or (ii) any Equity
Interests referred to in (a) above, in each case at any time on or prior to 90
days following the Term Loan Maturity Date, or (c) contains any repurchase
obligation which comes into effect prior to payment in full of all amounts
hereunder.

                                      -10-

<PAGE>

                  "DIVIDEND" with respect to any person shall mean that such
person has declared or paid a dividend or returned any equity capital to its
stockholders or made any other distribution, payment or delivery of property
(other than common stock of such person) or cash to its stockholders as such, or
redeemed, retired, purchased or otherwise acquired, directly or indirectly, for
consideration any shares of any class of its capital stock outstanding on or
after the Closing Date (or any options or warrants issued by such person with
respect to its capital stock), or set aside any funds for any of the foregoing
purposes, or shall have permitted any of its subsidiaries to purchase or
otherwise acquire for a consideration any shares of any class of the capital
stock of such person outstanding on or after the Closing Date (or any options or
warrants issued by such person with respect to its capital stock).

                  "DOLLARS" or "$" shall mean lawful money of the United States
of America.

                  "ECF PERCENTAGE" shall mean, with respect to any fiscal year,
the applicable percentage set forth below across from the applicable Leverage
Ratio as of the last day of such fiscal year:

<TABLE>
<CAPTION>
Leverage Ratio            Applicable Percentage
--------------            ---------------------
<S>                       <C>
> 3.5:1.0                          75%
< or = 3.5:1.0 and
> 2.75:1.0                         50%
< or = 2.75:1.0                    25%
</TABLE>

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

                  "ENVIRONMENTAL CLAIM" shall mean any written accusation,
allegation, notice of violation, investigation or potential liability claim,
demand, order, directive, cost recovery action or other cause of action by any
Governmental Authority or any person for damages, injunctive or equitable
relief, personal injury (including sickness, disease or death), Response action
costs, property damage, natural resource damages, nuisance, pollution, any
adverse effect on the environment caused by any Hazardous Material, or for
fines, penalties, restrictions or modification of operations or equipment,
resulting from or based upon (a) the existence, or the continuation of the
existence, of a Release (including sudden or non-sudden, accidental or
non-accidental Releases), (b) exposure to any Hazardous Material, (c) the
presence, use, handling, transportation, storage, treatment or disposal of any
Hazardous Material or (d) the violation or alleged violation of any
Environmental Law or Environmental Permit.

                  "ENVIRONMENTAL LAW" shall mean any and all applicable present
and future treaties, laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, or the common law
relating in any way to the environment (including, without limitation
preservation or reclamation of natural resources), the management, Release or
threatened Release of any Hazardous Material or to public or occupational health
and safety matters to the extent involving exposure to Hazardous Materials,
including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et seq. (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42
U.S.C. Sections 6901 et seq., the Federal Water Pollution Control Act, as
amended by the Clean Water Act of 1977, 33 U.S.C. Sections 1251 et seq., the
Clean Air Act of 1970, as amended, 42 U.S.C. Sections 7401 et seq., the Toxic
Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq., the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. Sections 651
et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C.

                                      -11-

<PAGE>

Sections 11001 et seq., the Safe Drinking Water Act of 1974, as amended, 42
U.S.C. Sections 300(f) et seq., the Hazardous Materials Transportation Act, 49
U.S.C. Sections 5101 et seq., and any similar or implementing state, local or
foreign law, and all amendments to or regulations promulgated under, any of the
foregoing.

                  "ENVIRONMENTAL PERMIT" shall mean any permit, approval,
authorization, certificate, license, variance, filing or permission required by
or from any Governmental Authority pursuant to any Environmental Law.

                  "EQUITY FINANCING" shall mean (i) the common equity
investments in Parent by the Equity Investors and (ii) the Rollover Equity,
which together shall be in an amount not less than $100.0 million (which amount
may be reduced, to the extent that the amount of fees, commissions and expenses
in connection with the Transactions is less than $17.5 million, by the amount of
such deficiency).

                  "EQUITY INTEREST" shall mean, with respect to any person, any
and all shares, interests, participations or other equivalents, including
membership interests (however designated, whether voting or non-voting), of
capital of such person, including, if such person is a partnership, partnership
interests (whether general or limited) and any other interest or participation
that confers on a person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership, whether outstanding on the
date hereof or issued after the Closing Date.

                  "EQUITY INVESTORS" shall mean Affiliates of Sponsor or such
Affiliates and one more other investors reasonably satisfactory to the
Arrangers.

                  "EQUITY ISSUANCE" shall mean, without duplication, (i) any
issuance or sale by Parent after the Closing Date of (x) any Equity Interests
(including any Equity Interests issued upon exercise of any warrant or option)
or any warrants or options to purchase Equity Interests or (y) any other
security or instrument representing an Equity Interest (or the right to obtain
any Equity Interest) in the issuing or selling person or (ii) any capital
contribution to Parent; provided, however, that an Equity Issuance shall not
include (a) any such sale or issuance by Parent to directors, officers or
employees of any Group Company of its Equity Interests or any warrants or
options to purchase its Equity Interests (including such Equity Interests issued
upon exercise of any warrant or option but excluding any Disqualified Capital
Stock) in an aggregate amount of up to 15.0% of the outstanding Equity Interests
of Parent on the date hereof, (b) any issuance or sale by Parent to Sponsor or
the Equity Investors, (c) any capital contribution by Sponsor, or any Equity
Investor to Parent or (d) any issuance or sale by Parent of its Equity Interests
to the extent the proceeds thereof are contemporaneously applied to fund
Permitted Acquisitions or to fund Investments permitted by Section 6.03(m).

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended from time to time.

                  "ERISA AFFILIATE" shall mean any trade or business (whether or
not incorporated) that, together with Borrower, is treated as a single employer
under Section 414(b) or (c) of the Tax Code or, solely for purposes of Section
302 of ERISA and Section 412 of the Tax Code, is treated as a single employer
under Section 414(m) or (o) of the Tax Code.

                  "ERISA EVENT" shall mean (a) any "reportable event," as
defined in Section 4043 of ERISA or the regulations issued thereunder, with
respect to a Plan (other than an event for which the 30-day notice period is
waived by regulation); (b) the existence with respect to any Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Tax 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 Tax Code with respect to
any Plan or the failure to make any required contribution to a Multiemployer
Plan;

                                      -12-

<PAGE>

(c) the filing pursuant to Section 412(d) of the Tax Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by any Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by any Company or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan, or the occurrence of any event or condition which could reasonably be
expected to constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Plan; (f) the incurrence by any
Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal from any Plan or Multiemployer Plan; (g) the receipt by any Company
or its ERISA Affiliates 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
making of any amendment to any Plan which could result in the imposition of a
lien or the posting of a bond or other security; and (i) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Tax
Code or Section 406 of ERISA) which could result in liability to any Company.

                  "ESCROW AGREEMENT" shall mean the Escrow Agreement, dated as
of January 23, 2004, in substantially the form attached as Exhibit B to the
Merger Agreement.

                  "ESCROW PROCEEDS" shall mean cash amounts received by any
Group Company under the Escrow Agreement or any other escrow agreements entered
into under the Merger Agreement; provided, however, that Escrow Proceeds shall
not include such cash amounts relating to (i) indemnification of amounts
actually paid by any Group Company to persons other than any Group Company or
(ii) working capital adjustments.

                  "EURODOLLAR BORROWING" shall mean a Borrowing comprised of
Eurodollar Loans.

                  "EURODOLLAR LOAN" shall mean any Eurodollar Revolving Loan or
Eurodollar Term Loan.

                  "EURODOLLAR REVOLVING LOAN" shall mean any Revolving Loan
bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in
accordance with the provisions of Article II.

                  "EURODOLLAR TERM LOAN" shall mean any Term Loan bearing
interest at a rate determined by reference to the Adjusted LIBOR Rate in
accordance with the provisions of Article II.

                  "EVENT OF DEFAULT" shall have the meaning assigned to such
term in Article VIII.

                  "EXCESS CASH FLOW" shall mean, for any fiscal year of
Borrower, the sum, without duplication, of

                  (a)      Consolidated EBITDA for such fiscal year provided
         that, to the extent otherwise included in such calculation, such
         calculation shall exclude all unrealized gains and unrealized losses;
         plus

                  (b)      the difference, if positive, of the amount of Net
         Working Capital at the end of the prior fiscal year over the amount of
         Net Working Capital at the end of such fiscal year; minus

                  (c)      the absolute value of the difference, if negative, of
         the amount of Net Working Capital at the end of the prior fiscal year
         over the amount of Net Working Capital at the end of such fiscal year;
         minus

                                      -13-

<PAGE>

                  (d)      the amount of non-recurring cash items reducing
         Consolidated Net Income; minus

                  (e)      the amount of any cash income taxes paid or payable
         by Borrower and its Consolidated Subsidiaries with respect to such
         fiscal year; minus

                  (f)      cash interest, commitment fees, Letter of Credit fees
         and other fees associated with or paid pursuant to any Loan Document or
         any other Indebtedness paid by Borrower and its Consolidated
         Subsidiaries during such fiscal year and fees and expenses paid with
         respect to the sale, remediation or relocation work concerning the San
         Carlos Facility; minus

                  (g)      Capital Expenditures made in cash in accordance with
         Section 6.07(d), cash payments in respect of Acquisition Consideration
         and cash Investments made in accordance with Section 6.03, in each
         case, during such fiscal year and to the extent funded from Internally
         Generated Funds; minus

                  (h)      permanent repayments of Indebtedness (other than any
         optional prepayment of the Loans) made by Borrower and its Consolidated
         Subsidiaries during such fiscal year but only to the extent such
         repayments do not occur in connection with a refinancing of all or any
         portion of the Loans; minus

                  (i)      extraordinary cash losses from the sale of assets
         during such fiscal year and not included in Consolidated EBITDA;

provided that, to the extent otherwise included therein, the Net Cash Proceeds
of Asset Sales and Casualty Events shall be excluded from the calculation of
Excess Cash Flow.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.

                  "EXCLUDED TAXES" shall mean, with respect to the
Administrative Agent, any Lender, the Issuing Bank or any other recipient of any
payment to be made by or on account of any obligation of Borrower hereunder, (a)
income, branch profits or franchise taxes imposed on (or measured by) its net
income by the jurisdiction under the laws of which such recipient is organized
or in which its principal office or applicable lending office is located and (b)
in the case of a Foreign Lender (other than an assignee pursuant to a request by
Borrower under Section 2.16), any U.S. withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or is attributable
to such Foreign Lender's failure to comply with Section 2.15(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from Borrower with respect to such withholding tax pursuant
to Section 2.15(a) (it being understood and agreed, for the avoidance of doubt,
that any U.S. withholding tax imposed on a Foreign Lender as a result of a
Change in Law or regulation or interpretation thereof occurring after the time
such Foreign Lender became a party to this Agreement shall not be an Excluded
Tax).

                  "EXECUTIVE ORDER" shall have the meaning assigned to such term
in Section 3.22.

                  "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, 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 on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the

                                      -14-

<PAGE>

quotations for the day for such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by it.

                  "FEE LETTER" shall mean the confidential Fee Letter, dated
January 12, 2004, among the Parent, UBS Loan Finance LLC, UBS Securities LLC,
Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc., Wachovia Bank,
National Association and Wachovia Capital Markets, LLC.

                  "FEES" shall mean the Commitment Fees, the Administrative
Agent Fees, the LC Participation Fees and the Fronting Fees.

                  "FINANCIAL OFFICER" of any person shall mean the chief
financial officer, principal accounting officer, Treasurer or Controller of such
person.

                  "FOOTHILL LOAN AGREEMENT" shall mean the Loan and Security
Agreement, dated as of December 15, 2000, by and among Borrower, as borrower,
the other obligors named therein, the lenders signatory thereto and Foothill
Capital Corporation, as arranger and administrative agent, as amended.

                  "FOREIGN LENDER" shall mean any Lender that is not a United
States person within the meaning of Section 7701(a)(30) of the Tax Code.

                  "FOREIGN PLAN" shall mean any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by any Company
with respect to employees employed outside the United States.

                  "FOREIGN SUBSIDIARY" shall mean a Subsidiary that is organized
under the laws of a jurisdiction other than the United States or any state
thereof or the District of Columbia.

                  "FRONTING FEE" shall have the meaning assigned to such term in
Section 2.05(c).

                  "GAAP" shall mean generally accepted accounting principles in
the United States applied on a consistent basis.

                  "GEI" has the meaning assigned to such term in the recitals
hereto.

                  "GOVERNMENTAL AUTHORITY" shall mean any federal, state, local
or foreign court or governmental agency, authority, instrumentality or
regulatory body.

                  "GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS" shall
mean any Requirement of Law of any Governmental Authority requiring notification
of the buyer, mortgagee or assignee of Real Property, or notification,
registration or filing to or with any Governmental Authority, prior to the sale,
mortgage or assignment of any Real Property or transfer of control of an
establishment, of the actual or threatened presence or release into the
environment, or the use, disposal or handling of Hazardous Material on, at,
under or near the Real Property to be sold, mortgaged or assigned or the
establishment for which control is to be transferred.

                  "GROUP COMPANIES" shall mean Parent, Holdings and the
Companies; and "GROUP COMPANY" shall mean any one of them.

                  "GUARANTEED OBLIGATIONS" shall have the meaning assigned to
such term in Section 7.01.

                                      -15-

<PAGE>

                  "GUARANTEES" shall mean the guarantees issued pursuant to
Article VII by the Guarantors.

                  "GUARANTORS" shall mean Holdings, Parent and the Subsidiary
Guarantors.

                  "HAZARDOUS MATERIALS" shall mean all pollutants, contaminants,
chemicals, wastes, substances and constituents including without limitation
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls ("PCBS") or PCB-containing materials or equipment,
radon gas, infectious or medical wastes which are regulated pursuant to, or can
give rise to liability under, any Environmental Law.

                  "HEDGING AGREEMENT" means any Interest Rate Protection
Agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "HOLDINGS" shall have the meaning assigned to such term in the
preamble hereto.

                  "INDEBTEDNESS" of any person shall mean, without duplication,
(a) all obligations of such person for borrowed money; (b) all obligations of
such person evidenced by bonds, debentures, notes or similar instruments; (c)
all obligations of such person upon which interest charges are customarily paid
or accrued; (d) all obligations of such person under conditional sale or other
title retention agreements relating to property purchased by such person; (e)
all obligations of such person issued or assumed as the deferred purchase price
of property or services (excluding trade accounts payable incurred in the
ordinary course of business); (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person in an amount not to exceed the fair market value of such property,
whether or not the obligations secured thereby have been assumed; (g) all
Capital Lease Obligations, Purchase Money Obligations and synthetic lease
obligations of such person; (h) all obligations of such person in respect of
Hedging Agreements; provided that the amount of Indebtedness of the type
referred to in this clause (h) of any person shall be zero unless and until such
Indebtedness shall be terminated, in which case the amount of such Indebtedness
shall be the then termination payment due thereunder by such person; (i) all
obligations of such person as an account party in respect of drawn letters of
credit, letters of guaranty and bankers' acceptances; and (j) all Contingent
Obligations of such person in respect of Indebtedness or obligations of others
of the kinds referred to in clauses (a) through (i) above. The Indebtedness of
any person shall include the Indebtedness of any other entity (including any
partnership in which such person is a general partner) to the extent such person
is liable therefor as a result of such person's ownership interest in or other
relationship with such entity, except to the extent that the terms of such
Indebtedness provide that such person is not liable therefor. Notwithstanding
the foregoing, until the earlier of (x) March 31, 2007 and (y) the termination
of the San Carlos Agreement, "Indebtedness" shall not include indebtedness of
Borrower of up to $20.0 million aggregate principal amount at any time
outstanding arising in connection with the sale, remediation or relocation work
concerning the San Carlos Facility; provided that such indebtedness shall
constitute "Indebtedness" if, at any time, neither Borrower nor Holdings is
permitted, pursuant to the terms of the San Carlos Agreement, to convey the San
Carlos Facility to satisfy such indebtedness in full.

                  "INDEMNIFIED TAXES" shall mean Taxes other than Excluded
Taxes.

                  "INDEMNITEE" shall have the meaning assigned to such term in
Section 11.03(b).

                  "INDENTURE" shall have the meaning assigned to such term in
Section 11.15.

                                      -16-

<PAGE>

                  "INITIAL LENDERS" shall mean UBS Loan Finance LLC, Bear
Stearns and Wachovia, each, as a Lender.

                  "INTELLECTUAL PROPERTY" shall have the meaning assigned to
such term in Section 3.05(c).

                  "INTERCOMPANY NOTE" shall mean a promissory note substantially
in the form of Exhibit N.

                  "INTEREST ELECTION REQUEST" means a request by Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.08(b), substantially in the form of Exhibit E.

                  "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR
Loan (other than a Swingline Loan), the last day of each March, June, September
and December to occur during the period that such Loan is outstanding and the
final maturity date of such Loan, (b) with respect to any Eurodollar Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Loan with an Interest Period of more
than three months' duration, each day prior to the last day of such Interest
Period that occurs at intervals of three months' duration after the first day of
such Interest Period, and (c) with respect to any Swingline Loan, the day that
such Loan is required to be repaid.

                  "INTEREST PERIOD" shall mean, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months and, if available to all relevant Lenders, nine or twelve months
thereafter, as Borrower may elect; provided that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes of this definition, the date of a
Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing; provided, however, that an Interest Period shall
be limited to seven days to the extent required under Section 2.03(e) hereof.

                  "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or similar agreement or arrangement designed to protect Borrower or the
Subsidiaries against fluctuations in interest rates and not entered into for
speculation.

                  "INTERNALLY GENERATED FUNDS" shall mean funds not constituting
the proceeds of any Loan, Debt Issuance, Equity Issuance, Asset Sale, insurance
recovery or Indebtedness (in each case without regard to the exclusions from the
definition thereof).

                  "INVESTMENTS" shall have the meaning assigned to such term in
Section 6.03.

                  "IPO" means an underwritten public offering of Equity
Interests of Parent pursuant to a registration statement filed with the
Securities and Exchange Commission in accordance with the Securities Act.

                                      -17-

<PAGE>

                  "ISSUING BANK" shall mean, as the context may require, (a) UBS
AG, Stamford Branch, with respect to Letters of Credit issued by it; (b) any
other Lender that may become an Issuing Bank pursuant to Section 2.18(i), with
respect to Letters of Credit issued by such Lender; or (c) collectively, all of
the foregoing.

                  "JOINDER AGREEMENT" shall mean that certain joinder agreement
substantially in the form of Exhibit F.

                  "JOINT LEAD ARRANGERS" shall have the meaning assigned to such
term in the preamble hereto.

                  "JUNIOR PREFERRED STOCK" shall mean the Series A 14% Junior
Preferred Stock of Borrower.

                  "LANDLORD ACCESS AGREEMENT" shall mean a Landlord Access
Agreement, substantially in the form of Exhibit A, or such other form as may
reasonably be acceptable to the Collateral Agent.

                  "LATEST BALANCE SHEET" shall have the meaning assigned to such
term in the Merger Agreement.

                  "LC COMMITMENT" shall mean the commitment of the Issuing Bank
to issue Letters of Credit pursuant to Section 2.18.

                  "LC DISBURSEMENT" shall mean a payment or disbursement made by
the Issuing Bank pursuant to a Letter of Credit.

                  "LC EXPOSURE" shall mean at any time the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus
(b) the aggregate principal amount of all LC Disbursements that have not yet
been reimbursed at such time. The LC Exposure of any Revolving Lender at any
time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such
time.

                  "LC PARTICIPATION FEE" shall have the meaning assigned to such
term in Section 2.05(c).

                  "LC SUB-ACCOUNT" shall have the meaning assigned to such term
in Section 9.01(d).

                  "LENDER ADDENDUM" shall mean with respect to any Lender on the
Closing Date, a lender addendum in the form of Exhibit G, to be executed and
delivered by such Lender on the Closing Date as provided in Section 11.14.

                  "LENDERS" shall mean (a) the financial institutions that have
become a party hereto pursuant to a Lender Addendum (other than any such
financial institution that has ceased to be a party hereto pursuant to an
Assignment and Acceptance) and (b) any financial institution that has become a
party hereto pursuant to an Assignment and Acceptance. Unless the context
clearly indicates otherwise, the term "Lenders" shall include the Swingline
Lender.

                  "LENDER AFFILIATE" means with respect to any Lender that is a
fund that invests in bank loans, any other fund that invests in commercial loans
and is managed or advised by (i) the same investment advisor as such Lender or
by an Affiliate of such advisor or (ii) any Lender or an Affiliate of any
Lender.

                                      -18-

<PAGE>

                  "LETTER OF CREDIT" shall means any (i) Standby Letter of
Credit and (ii) Commercial Letter of Credit, in each case, issued or to be
issued by an Issuing Bank for the account of Borrower pursuant to Section 2.18.

                  "LEVERAGE RATIO" shall mean, at any date of determination, the
ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the
Test Period then most recently ended.

                  "LIBOR RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period therefor, the rate per annum determined by the
Administrative Agent to be the arithmetic mean (rounded to the nearest 1/100th
of 1%) of the offered rates for deposits in dollars with a term comparable to
such Interest Period that appears on the Telerate British Bankers Assoc.
Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m.,
London, England time, on the second full Business Day preceding the first day of
such Interest Period; provided, however, that (i) if no comparable term for an
Interest Period is available, the LIBOR Rate shall be determined using the
weighted average of the offered rates for the two terms most nearly
corresponding to such Interest Period and (ii) if there shall at any time no
longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page,
"LIBOR Rate" shall mean, with respect to each day during each Interest Period
pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the
rate per annum equal to the rate at which the Administrative Agent is offered
deposits in dollars at approximately 11:00 a.m., London, England time, two
Business Days prior to the first day of such Interest Period in the London
interbank market for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to the amount of
such Eurodollar Borrowing to be outstanding during such Interest Period.
"TELERATE BRITISH BANKERS ASSOC. INTEREST SETTLEMENT RATES PAGE" shall mean the
display designated as Page 3750 on the Telerate System Incorporated Service (or
such other page as may replace such page on such service for the purpose of
displaying the rates at which dollar deposits are offered by leading banks in
the London interbank deposit market).

                  "LIEN" shall mean, with respect to any property, (a) any
mortgage, deed of trust, lien, pledge, encumbrance, charge, assignment,
hypothecation or security interest, in each of the foregoing cases whether
voluntary or imposed by law, and any agreement to give any of the foregoing; (b)
the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
property; and (c) in the case of securities (other than securities representing
an interest in a joint venture), any purchase option, call or similar right of a
third party with respect to such securities.

                  "LOAN DOCUMENTS" shall mean this Agreement, the Notes (if any)
and the Security Documents.

                  "LOAN PARTIES" shall mean Borrower and the Subsidiary
Guarantors.

                  "LOANS" shall mean the loans made by the Lenders to Borrower
pursuant to this Agreement.

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

                  "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse
effect on the business, property, results of operations or condition, financial
or otherwise, of Borrower and the Subsidiaries, taken as a whole; (b) material
impairment of the ability of the Loan Parties to perform any of their
obligations under any Loan Document; or (c) material impairment of the rights of
or benefits or remedies available to the Lenders or the Collateral Agent under
any Loan Document.

                                      -19-

<PAGE>

                  "MAXIMUM RATE" shall have the meaning assigned to such term in
Section 11.13.

                  "MERGER" shall have the meaning assigned to such term in the
recitals hereto.

                  "MERGER AGREEMENT" shall have the meaning assigned to such
term in the recitals hereto.

                  "MERGER SUB" shall have the meaning assigned to such term in
the recitals hereto.

                  "MORTGAGE" shall mean an agreement, including, but not limited
to, a mortgage, deed of trust or any other document, creating and evidencing a
Lien on a Mortgaged Real Property, which shall be in substantially the form of
Exhibit H, with such schedules and including such provisions as shall be
necessary to conform such document to applicable or local law or as shall be
customary under local law, as the same may at any time be amended in accordance
with the terms thereof and hereof.

                  "MORTGAGED REAL PROPERTY" shall mean (a) each Real Property
identified on Schedule 1.01(a) 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).

                  "MULTIEMPLOYER PLAN" shall mean a multiemployer plan within
the meaning of Section 4001(a)(3) of ERISA (a) to which any Company or any ERISA
Affiliate is then making or has an obligation to make contributions; (b) to
which any Company or any ERISA Affiliate has within the preceding five plan
years made contributions; or (c) with respect to which any Company could incur
liability.

                  "NET CASH PROCEEDS" shall mean:

                  (a)      with respect to any Asset Sale, the cash proceeds
         received by any Group Company (including cash proceeds subsequently
         received (as and when received by any Group Company) in respect of
         noncash consideration initially received) net of (i) selling expenses
         (including reasonable brokers' fees or commissions, legal, accounting
         and other professional and transactional fees, transfer and similar
         taxes and Borrower's good faith estimate of other taxes paid or payable
         in connection with such sale); (ii) amounts provided as a reserve, in
         accordance with GAAP, against any liabilities under any indemnification
         obligations associated with such Asset Sale (provided that, to the
         extent and at the time any such amounts are released from such reserve,
         such amounts shall constitute Net Cash Proceeds); (iii) Borrower's good
         faith estimate of payments required to be made with respect to
         unassumed liabilities relating to the assets sold; (iv) the principal
         amount, premium or penalty, if any, interest and other amounts on any
         Indebtedness for borrowed money which is secured by a senior Lien on
         the asset sold in such Asset Sale and which is repaid with such
         proceeds (other than any such Indebtedness assumed by the purchaser of
         such asset); and (v) with respect to the San Carlos Facility and
         without duplication of the amounts in clause (i) through (iv) above,
         Borrower's good faith estimate of the amount of payments arising in
         connection with the remediation, demolition or relocation work
         concerning the San Carlos Facility pursuant to the San Carlos
         Agreement;

                  (b)      with respect to any Debt Issuance, Preferred Stock
         Issuance or Equity Issuance, the cash proceeds thereof, net of
         customary fees, commissions, costs and other expenses incurred in
         connection therewith; and

                  (c)      with respect to any Casualty Event, the cash
         insurance proceeds, condemnation awards and other compensation received
         in respect thereof, net of all reasonable costs and

                                      -20-

<PAGE>

         expenses incurred in connection with the collection of such proceeds,
         awards or other compensation in respect of such Casualty Event.

                  "NET WORKING CAPITAL" shall mean, at any time, Consolidated
Current Assets at such time minus Consolidated Current Liabilities at such time.

                  "NON-GUARANTOR SUBSIDIARY" shall mean each Subsidiary that is
not a Subsidiary Guarantor.

                  "NOTES" shall mean any notes evidencing the Term Loans,
Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any,
substantially in the form of Exhibits I-1, I-2 or I-3.

                  "OBLIGATIONS" shall mean (a) obligations of the Credit Parties
from time to time arising under or in respect of the due and punctual payment of
(i) the principal of and premium, if any, and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, (ii) each payment
required to be made by the Credit Parties under this Agreement in respect of any
Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash
collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Credit Parties under
this Agreement and the other Loan Documents, (b) the due and punctual payment of
all obligations of the Credit Parties under each Hedging Agreement in respect of
the Loans entered into with any counterparty that was a Lender or Affiliate of a
Lender at the time such Hedging Agreement was entered into and (c) the due and
punctual payment of all obligations in respect of overdrafts and related
liabilities owed to any Lender, any Affiliate of a Lender, the Administrative
Agent or the Collateral Agent arising from treasury, depositary and cash
management services or in connection with any automated clearinghouse transfer
of funds.

                  "OFFICERS' CERTIFICATE" shall mean, as applied to any
corporation, a certificate executed on behalf of such corporation by its
Chairman of the Board (if an officer), its Chief Executive Officer, its
President or one of its Vice Presidents (or an equivalent officer) or by its
Chief Financial Officer, Vice President-Finance or its Treasurer (or an
equivalent officer) or any Assistant Treasurer, each in his or her official (and
not individual) capacity.

                  "OTHER TAXES" shall mean any and all present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "OVERDRAFT OBLIGATIONS" shall mean the Obligations described
in clause (c) of the definition of "Obligations."

                  "PARENT" shall have the meaning assigned to such term in the
preamble hereto.

                  "PARTICIPANT" shall have the meaning assigned to such term in
Section 11.04(e).

                  "PAYING AGENT" shall mean J.P. Morgan Trust Company, National
Association, as paying agent under the Paying Agent Agreement.

                                      -21-

<PAGE>

                  "PAYING AGENT AGREEMENT" shall mean the Paying Agent Agreement
dated as of the Closing Date between Borrower and the Paying Agent.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.

                  "PERFECTION CERTIFICATE" shall mean a certificate in the form
of Exhibit J-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" shall mean a certificate
supplement in the form of Exhibit J-2 or any other form approved by the
Collateral Agent.

                  "PERMITTED ACQUISITION" shall mean, with respect to Borrower
or any Subsidiary Guarantor, any transaction or series of related transactions
for the direct or indirect (a) acquisition of all or a portion of the property
of any other person, or of any business segment or division of any other person;
(b) acquisition of any brand, patent, trademark or trade name; (c) acquisition
of a majority of the Equity Interests of any other person (to the extent such
acquisition causes such person to become a subsidiary of the acquiror), or
otherwise causing any other person to become a subsidiary of such person; or (d)
merger or consolidation or any other combination with any other person, if each
of the following conditions are met:

                  (i)      no Default then exists or would result therefrom;

                  (ii)     on a Pro Forma Basis after giving effect to such
         acquisition, Borrower shall be in compliance with all covenants set
         forth in Section 6.07 as of the most recent Test Period (assuming, for
         purposes of Section 6.07, that such acquisition, and all other
         Permitted Acquisitions consummated since the first day of the relevant
         Test Period for each of the financial covenants set forth in Section
         6.07 ending on or prior to the date of such acquisition, had occurred
         on the first day of such relevant Test Period);

                  (iii)    the acquired person shall be engaged in a business in
         which Borrower and the Subsidiaries are permitted to engage and the
         property acquired in connection with any such acquisition shall be made
         subject to the Lien of the Security Documents to the extent required
         under the Loan Documents and shall be free and clear of any Liens,
         other than Permitted Liens;

                  (iv)     the board of directors or other similar governing
         body of the acquired person shall not have indicated publicly its
         opposition to the consummation of such acquisition;

                  (v)      with respect to any acquisition involving Acquisition
         Consideration of more than $10.0 million, Borrower shall have provided
         the Administrative Agent and the Lenders with (A) historical financial
         statements for the last three fiscal years of the person or business to
         be acquired (audited if available, and if such Acquisition
         Consideration is more than $20.0 million, audited if available without
         undue cost or delay) and unaudited financial statements thereof for the
         most recent interim period which are available, (B) reasonably detailed
         projections for the succeeding five years pertaining to the person or
         business to be acquired, (C) copies of all material documentation
         pertaining to such acquisition, and (D) all such other information and
         data relating to such acquisition or the person or business to be
         acquired as may be reasonably requested by the Administrative Agent or
         the Required Lenders;

                                      -22-

<PAGE>

                  (vi)     Borrower shall have delivered to the Agents and the
         Lenders an Officers' Certificate certifying that (A) such acquisition
         complies with this definition (which shall have attached thereto
         reasonably detailed backup data and calculations showing such
         compliance), and (B) such acquisition could not reasonably be expected
         to result in a Material Adverse Effect;

                  (vii)    the Acquisition Consideration for such acquisition
         shall not exceed $40.0 million unless (i) the first $15.0 million of
         such Acquisition Consideration in excess of $40.0 million is funded
         with the proceeds of Equity Interests of Parent and (ii) at least 50%
         of such Acquisition Consideration in excess of $55.0 million is funded
         with the proceeds of Equity Interests of Parent, and the aggregate
         amount of the Acquisition Consideration for all Permitted Acquisitions
         since the Closing Date shall not exceed $75.0 million plus an
         additional $75.0 million (to be decreased in an amount equal to the
         amount of Investments made by Borrower and the Subsidiaries pursuant to
         Section 6.03(m) in excess of $25.0 million (such adjusted amount, the
         "AC AMOUNT")), to the extent such additional AC Amount is funded with
         the proceeds from issuances of Equity Interests of Parent; provided
         that any Equity Interests constituting all or a portion of such
         Acquisition Consideration shall not have a cash dividend requirement on
         or prior to the Term Loan Maturity Date; and

                  (viii)   the fees and expenses in connection with such
         acquisition shall be reasonable; provided that in the case of any
         acquisition involving Acquisition Consideration of more than $10.0
         million, the fees and expenses in connection with such acquisition
         shall be reasonably acceptable to the Administrative Agent.

                  "PERMITTED HOLDERS" shall mean, collectively, The Cypress
Group L.L.C., Cypress Merchant Banking Partners II L.P., Cypress Merchant
Banking II C.V., 55th Street Partners II L.P., Cypress Side-by-Side L.L.C. (or
any vehicle formed pursuant to the governing agreements of such vehicles to
invest with or in lieu of such vehicles) (together "CMBP II"), any new
investment funds sponsored or managed by Cypress Advisors Inc. or an affiliate
thereof and any new partnership or other vehicle created to co-invest with CMBP
II or such new investment fund sponsored or managed by Cypress Advisors Inc. or
an affiliate thereof; provided that with respect to any such new investment
fund, partnership or other vehicle, The Cypress Group L.L.C., Cypress Associates
II LLC or another entity controlled by employees of Cypress Advisors Inc. is the
general partner or similar managing entity of such new investment fund,
partnership or other vehicle.

                  "PERMITTED LIENS" shall have the meaning assigned to such term
in Section 6.02.

                  "PERSON" shall mean any natural person, corporation, business
trust, joint venture, association, company, limited liability company,
partnership or government, or any agency or political subdivision thereof.

                  "PLAN" shall mean any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Tax Code or Section 302 of ERISA, and in respect of which
Borrower or any of its ERISA Affiliates is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

                  "PREFERRED STOCK" means, with respect to any person, any and
all preferred or preference Equity Interests (however designated) of such person
whether now outstanding or issued after the Closing Date.

                                      -23-

<PAGE>

                  "PREFERRED STOCK ISSUANCE" shall mean any issuance or sale by
any Group Company after the Closing Date of Preferred Stock.

                  "PRIME RATE" shall mean, for any day, a rate per annum that is
equal to the corporate base rate of interest established by the Administrative
Agent from time to time; each change in the Prime Rate shall be effective on the
date such change is publicly announced as being effective. The corporate base
rate is not necessarily the lowest rate charged by the Administrative Agent to
its customers.

                  "PRIOR LIEN" shall have the meaning ascribed thereto in the
applicable Mortgage.

                  "PROCEEDING" shall mean, with respect to any person, any (a)
insolvency, bankruptcy, receivership, reorganization, readjustment, composition
or other similar proceeding relating to such person or its property or creditors
in such capacity, (b) proceeding for any liquidation, dissolution or other
winding-up of such person, voluntary or involuntary, whether or not involving
insolvency or proceedings under the Bankruptcy Code, whether partial or complete
and whether by operation of law or otherwise, (c) assignment for the benefit of
creditors of such person or (d) other marshalling of the assets of such person.

                  "PRO FORMA BASIS" shall mean, as to any person, for any events
as described in clauses (ii) and (iii) below which occur subsequent to the
commencement of a period for which the financial effect of such events is being
calculated, and giving effect to the events for which such calculation is being
made, such calculation as will give pro forma effect to such events as if same
had occurred at the beginning of such period of calculation, and

                  (i)      for purposes of the foregoing calculation, each
         transaction giving rise to the need to calculate the pro forma effect
         to any of the following events shall be assumed to have occurred on the
         first day of the four consecutive fiscal quarter period most recently
         ended for which financial statements are required by Section 5.01 to
         have been delivered (the "REFERENCE PERIOD");

                  (ii)     in making any determination of Consolidated EBITDA,
         pro forma effect shall be given to the Merger, any Asset Sale or any
         Permitted Acquisition (or any similar transaction or transactions which
         require a waiver or consent of the Required Lenders pursuant to Section
         6.04), in each case which occurred during the Reference Period (or, in
         the case of determinations made pursuant to the definition of Permitted
         Acquisition contained herein, occurring during the Reference Period or
         thereafter and through and including the date upon which the respective
         Permitted Acquisition is consummated) as if the Merger, such Asset
         Disposition, such Permitted Acquisition or other transaction, as the
         case may be, occurred on the first day of the Reference Period; and

                  (iii)    in making any determination on a Pro Forma Basis, (x)
         all Indebtedness (including Indebtedness incurred or assumed and for
         which the financial effect is being calculated, whether incurred under
         this Agreement or otherwise, but excluding normal fluctuations in
         revolving Indebtedness incurred for working capital purposes and not to
         finance any acquisition) incurred or permanently repaid during the
         Reference Period (or, in the case of determinations made pursuant to
         the definition of Permitted Acquisition contained herein, occurring
         during the Reference Period or thereafter and through and including the
         date upon which the respective Permitted Acquisition is consummated)
         shall be deemed to have been incurred or repaid at the beginning of
         such period and (y) Consolidated Interest Expense of such person
         attributable to interest on any Indebtedness, for which pro forma
         effect is being given as provided in preceding clause (x), bearing
         floating interest rates shall be computed on a pro forma basis as if
         the rates which would have

                                      -24-

<PAGE>

         been in effect during the period for which pro forma effect is being
         given had been actually in effect during such periods.

                  Pro forma calculations made pursuant to this definition of
"Pro Forma Basis" shall be made on a basis consistent with Regulation S-X under
the Exchange Act or on another basis reasonably acceptable to the Administrative
Agent.

                  "PRO FORMA FINANCIAL STATEMENTS" shall have the meaning
assigned to such term in Section 3.04(b).

                  "PRO RATA PERCENTAGE" of any Revolving Lender at any time
shall mean the percentage of the total Revolving Commitment represented by such
Lender's Revolving Commitment.

                  "PROPERTY" shall mean any right, title or interest in or to
property or assets of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible and including Equity Interests or other ownership
interests of any person and whether now in existence or owned or hereafter
entered into or acquired.

                  "PUBLIC DEBT SECURITIES" shall mean the Borrower's senior
subordinated notes due 2005 issued under the Indenture.

                  "PURCHASE MONEY OBLIGATION" shall mean, for any person, the
obligations of such person in respect of Indebtedness incurred for the purpose
of financing all or any part of the purchase price of any property (including
Equity Interests of any person) or the cost of installation, construction or
improvement of any property or assets and any refinancing thereof; provided,
however, that such Indebtedness is incurred within 90 days after such
acquisition of such property by such person.

                  "QUALIFIED CAPITAL STOCK" of any person shall mean any Equity
Interest of such person that is not Disqualified Capital Stock.

                  "REAL PROPERTY" shall mean, 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.

                  "REFINANCING" shall mean (a) the repayment in full and the
termination of any commitment to make extensions of credit under all of the
outstanding Indebtedness of Holdings and Borrower and their respective
subsidiaries listed on Schedule 1.01(b), including, without limitation, the
Defeasance Activities and (b) the redemption of all of the Junior Preferred
Stock and the Senior Preferred Stock in accordance with the restated certificate
of incorporation of Borrower, in each case in accordance with the terms of
Section 4.02(e).

                  "REGISTER" shall have the meaning assigned to such term in
Section 11.04(c).

                  "REGULATION D" shall mean Regulation D of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "REGULATION T" shall mean Regulation T of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                                      -25-

<PAGE>

                  "REGULATION U" shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "REGULATION X" shall mean Regulation X of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "RELATED HEDGING OBLIGATIONS" shall mean the obligations
described in clause (b) of the definition of "Obligations"

                  "RELEASE" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing or emanating of any Hazardous Material in,
into, onto or through the environment.

                  "REQUIRED LENDERS" shall mean, at any time, Lenders having
Loans, LC Exposure and unused Revolving and Term Loan Commitments representing
at least a majority of the sum of all Loans outstanding, LC Exposure and unused
Revolving and Term Loan Commitments at such time.

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

                  "RESPONSE" shall mean (a) "response" as such term is defined
in CERCLA, 42 U.S.C. Section 9601(25), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to: (i) clean up, remove,
treat, abate or in any other way address any Hazardous Material in the
environment; (ii) prevent the Release or threat of Release, or minimize the
further Release, of any Hazardous Material; or (iii) perform studies and
investigations in connection with, or as a precondition to, clause (i) or (ii)
above.

                  "RESPONSIBLE OFFICER" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other officer
or similar official thereof with responsibility for the administration of the
obligations of such corporation in respect of this Agreement and, except with
respect to Section 5.06 hereto, "Responsible Officer" shall include any
"Treasury Manager," "Treasury Analyst" or similar employee or official of such
corporation.

                  "REVOLVING AVAILABILITY PERIOD" shall mean the period
following the Closing Date to but excluding the earlier of the Business Day
preceding the Revolving Maturity Date and the date of termination of the
Revolving Commitments.

                  "REVOLVING BORROWING" shall mean a Borrowing comprised of
Revolving Loans.

                  "REVOLVING COMMITMENT" shall mean, with respect to each
Lender, the commitment of such Lender to make Revolving Loans hereunder as set
forth on Schedule I to the Lender Addendum executed and delivered by such
Lender, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.07 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
11.04. The aggregate amount of the Lenders' Revolving Commitments on the Closing
Date is $40.0 million.

                  "REVOLVING EXPOSURE" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate

                                      -26-

<PAGE>

amount at such time of such Lender's LC Exposure, plus the aggregate amount at
such time of such Lender's Swingline Exposure.

                  "REVOLVING LENDER" shall mean a Lender with a Revolving
Commitment.

                  "REVOLVING LOANS" shall mean the Revolving Loans made by the
Lenders to Borrower pursuant to Section 2.01(b).

                  "REVOLVING MATURITY DATE" shall mean the sixth anniversary of
the Closing Date.

                  "ROLLOVER EQUITY" shall mean the Equity Interests in Holdings
exchanged for Equity Interests in Parent by management of the Acquired Business.

                  "SALE AND LEASEBACK TRANSACTION" shall mean the sale and
leaseback transaction between Borrower and Holdings relating to the San Carlos
Facility.

                  "SAN CARLOS FACILITY" means the Holdings' San Carlos,
California facility located at 301 Industrial Road.

                  "SAN CARLOS AGREEMENT" shall mean the Agreement of Purchase
and Sale, dated as of February 7, 2003, among Holdings and Palo Alto Medical
Foundation and amendments thereto for the sale of the San Carlos Facility or any
other similar agreement as amended, supplemented or replaced; provided that any
replacement agreement shall be substantially the same terms as the replaced
agreement.

                   "SECURED PARTIES" shall mean, collectively, the Agents, each
Lender, each person holding Related Hedging Obligations (in its capacity as
such) and each person holding Overdraft Obligations.

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

                  "SECURITY AGREEMENT" shall mean a Security Agreement
substantially in the form of Exhibit K among the Credit Parties and the
Collateral Agent for the benefit of the Secured Parties, as the same may be
amended in accordance with the terms thereof and hereof, or such other
agreements reasonably acceptable to Collateral Agent as shall be necessary to
comply with applicable Requirements of Law and effective to grant to Collateral
Agent (on behalf of the Secured Parties) a perfected first priority security
interest in the Security Agreement Collateral covered thereby, subject only to
Permitted Liens.

                  "SECURITY AGREEMENT COLLATERAL" shall have the meaning set
forth in any Security Agreement delivered on the Closing Date or thereafter
pursuant to Section 5.11.

                  "SECURITY DOCUMENTS" shall mean the Security Agreement, the
Mortgages and each other security document or pledge agreement required by
applicable local law to grant a valid, perfected security interest in any
property acquired or developed and any other document or instrument utilized to
pledge as collateral for the Obligations any property of whatever kind or
nature.

                  "SENIOR PREFERRED STOCK" shall mean the Series B 14% Senior
Redeemable Exchangeable Cumulative Preferred Stock of Borrower.

                  "SENIOR SUBORDINATED NOTE AGREEMENT" shall mean any indenture,
note purchase agreement or other agreement pursuant to which the Senior
Subordinated Notes are issued as in effect on the date hereof and thereafter
amended from time to time subject to the requirements of this Agreement.

                                      -27-

<PAGE>

                  "SENIOR SUBORDINATED NOTE DOCUMENTS" shall mean the Senior
Subordinated Notes, the Senior Subordinated Note Agreement, the Senior
Subordinated Note Guarantees and all other documents executed and delivered with
respect to the Senior Subordinated Notes or the Senior Subordinated Note
Agreement.

                  "SENIOR SUBORDINATED NOTE GUARANTEES" shall mean the
guarantees of Parent, Holdings and the Subsidiary Guarantors pursuant to the
Senior Subordinated Note Agreement.

                  "SENIOR SUBORDINATED NOTES" shall mean Borrower's 8% Senior
Subordinated Notes due 2012 issued pursuant to the Senior Subordinated Note
Agreement and any registered notes issued by Borrower in exchange for, and as
contemplated by, such notes with substantially identical terms as the notes.

                  "SPONSOR" shall mean The Cypress Group L.L.C.

                  "STANDBY LETTER OF CREDIT" means any standby letter of credit
or similar instrument issued for the purpose of supporting (a) workers'
compensation liabilities of Borrower or any Subsidiary, (b) the obligations of
third-party insurers of Borrower or any Subsidiary arising by virtue of the laws
of any jurisdiction requiring third-party insurers to obtain such letters of
credit, or (c) performance, payment, deposit or surety obligations of Borrower
or any Subsidiary if required by law or governmental rule or regulation or in
accordance with custom and practice in the industry.

                  "STATUTORY RESERVES" shall mean, for any Interest Period for
any Eurodollar Borrowing, the average maximum rate at which reserves (including
any marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding one
billion dollars against "Eurodollar liabilities" (as such term is used in
Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar
liabilities and to be subject to such reserve requirements without benefit of or
credit for proration, exceptions or offsets which may be available from time to
time to any Lender under Regulation D.

                  "SUBORDINATED INDEBTEDNESS" shall mean any Indebtedness of a
Group Company that is subordinated in right of payment to any other Indebtedness
of such Group Company, including the Senior Subordinated Notes and the Senior
Subordinated Note Guarantees

                  "SUBSIDIARY" shall mean, with respect to any person (the
"PARENT") at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held by (x) the parent or one or more subsidiaries of
the parent or (y) by the parent and one or more subsidiaries of the parent.

                  "SUBSIDIARY" means any subsidiary of Borrower.

                  "SUBSIDIARY GUARANTOR" shall mean each Subsidiary listed on
Schedule 1.01(c), and each other Subsidiary that is or becomes a party to this
Agreement pursuant to Section 5.11, other than a Foreign Subsidiary.

                                      -28-

<PAGE>

                  "SUPERMAJORITY LENDERS" shall mean at any time, Lenders having
Loans, LC Exposure and unused Revolving and Term Loan Commitments representing
at least 66 2/3% of the sum of all Loans outstanding, LC Exposure and unused
Revolving and Term Loan Commitments at such time.

                  "SURVEY" shall mean a survey of any Mortgaged Real 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 Real
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 Real Property or any easement, right of way or other interest in
the Mortgaged Real Property has been granted or become effective through
operation of law or otherwise with respect to such Mortgaged Real 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 Real 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 commitment) relating to
such Mortgaged Real Property and issue the endorsements requested by the
Collateral Agent under Section 4.02(p) or 5.11(c) or (b) otherwise acceptable to
the Collateral Agent.

                  "SWINGLINE COMMITMENT" shall mean the commitment of the
Swingline Lender to make loans pursuant to Section 2.17, as the same may be
reduced from time to time pursuant to Section 2.07 or Section 2.17.

                  "SWINGLINE EXPOSURE" shall mean at any time the aggregate
principal amount at such time of all outstanding Swingline Loans. The Swingline
Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage
of the aggregate Swingline Exposure at such time.

                  "SWINGLINE LENDER" shall have the meaning assigned to such
term in the preamble hereto.

                  "SWINGLINE LOAN" shall mean any loan made by the Swingline
Lender pursuant to Section 2.17.

                  "SYNDICATION AGENT" shall have the meaning assigned to such
term in the preamble hereto.

                  "TAX CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  "TAX EVENT" shall mean the payment of any income taxes on
account of a judgment resulting from a tax audit that would cause a violation of
Section 6.07(c) if all of such tax payment is included within a single Test
Period for purposes of calculating Consolidated Fixed Charge Coverage Ratio.

                  "TAX RETURN" shall mean all returns, statements, filings,
attachments and other documents or certifications required to be filed in
respect of Taxes.

                  "TAX SHARING AGREEMENTS" shall mean all tax sharing, tax
allocation and other similar agreements entered into by Parent, Holdings or any
subsidiary of Holdings.

                                      -29-

<PAGE>

                  "TAXES" shall mean any and all present or future taxes,
duties, levies, fees, imposts, deductions, charges or withholdings, whether
computed on a separate, consolidated, unitary, combined or other basis and any
and all liabilities (including interest, fines, penalties or additions to tax)
with respect to the foregoing.

                  "TERM BORROWING" shall mean a Borrowing comprised of Term
Loans.

                  "TERM LOAN COMMITMENT" shall mean with respect to each Lender,
the commitment, if any, of such Lender to make a Term Loan hereunder on the
Closing Date in the amount set forth on Schedule I to the Lender Addendum
executed and delivered by such Lender, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Term Loan Commitment, as
applicable, as such commitment may be (a) terminated or reduced from time to
time pursuant to Section 2.07 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 11.04. The
initial aggregate amount of the Lenders' Term Loan Commitments is $90.0 million.

                  "TERM LOAN MATURITY DATE" shall mean the date that is six
months following the six-year anniversary of the Closing Date.

                  "TERM LOAN REPAYMENT DATE" shall have the meaning assigned to
such term in Section 2.09(a).

                  "TERM LOANS" shall mean the term loans made by the Lenders to
Borrower pursuant to Section 2.01(a). Each Term Loan shall be either an ABR Term
Loan or a Eurodollar Term Loan.

                  "TEST PERIOD" shall mean, at any time, the four consecutive
fiscal quarters of Borrower then last ended (in each case taken as one
accounting period) for which financial statements have been or are required to
be delivered to the Administrative Agent pursuant to Section 5.01(a) or (b).

                  "TITLE COMPANY" shall mean any title insurance company as
shall be retained by Borrower and reasonably acceptable to the Administrative
Agent.

                  "TITLE POLICY" shall have the meaning assigned to such term in
Section 4.02(p)(ii).

                  "TRANSACTION DOCUMENTS" shall mean any and all agreements and
other material documents entered into or delivered in connection with the
Transactions, including but not limited to the Acquisition Documents, the Loan
Documents, the Senior Subordinated Note Documents and the Equity Financing
documents.

                  "TRANSACTIONS" shall mean, collectively, the transactions to
occur pursuant to the Transaction Documents, including (a) the consummation of
the Merger; (b) the execution and delivery of the Loan Documents and the initial
borrowings hereunder; (c) the making of the Closing Date Intercompany Loan; (d)
the Equity Financing; (e) the Refinancing; (f) the exchange of the Rollover
Equity and (g) the payment of all fees and expenses to be paid in connection
with the foregoing.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the
Alternate Base Rate.

                  "UCC" shall mean the Uniform Commercial Code as in effect in
the applicable state or jurisdiction.

                                      -30-

<PAGE>

                  "VOTING AND INDEMNIFICATION AGREEMENT" shall mean the Voting
and Indemnification Agreement, dated as of November 17, 2003, in substantially
the form attached as Exhibit A to the Merger Agreement.

                  "VOTING STOCK" shall mean any class or classes of capital
stock of Parent pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the Board of
Directors of Parent.

                  "WACHOVIA" shall mean Wachovia Bank, National Association.

                  "WELLS FARGO LOAN AGREEMENT" shall mean the Loan Agreement,
dated as of December 22, 2000, by and between Holdings and Wells Fargo Bank
National Association, as amended.

                  "WHOLLY OWNED SUBSIDIARY" shall mean, as to any person, (a)
any corporation 100% of whose capital stock (other than directors' qualifying
shares) is at the time owned by such person and/or one or more Wholly Owned
Subsidiaries of such person and (b) any partnership, association, joint venture,
limited liability company or other entity in which such person and/or one or
more Wholly Owned Subsidiaries of such person have a 100% equity interest at
such time.

                  "WITHDRAWAL LIABILITY" shall mean 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 I of Subtitle E of Title IV of ERISA.

                           SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS.
For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "REVOLVING LOAN") or by Type (e.g., a "EURODOLLAR LOAN") or by Class
and Type (e.g., a "EURODOLLAR REVOLVING LOAN"). Borrowings also may be
classified and referred to by Class (e.g., a "REVOLVING BORROWING", "TERM
BORROWING") or by Type (e.g., a "EURODOLLAR BORROWING") or by Class and Type
(e.g., a "EURODOLLAR REVOLVING BORROWING").

                           SECTION 1.03. TERMS GENERALLY. The definitions of
terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "INCLUDE",
"INCLUDES" and "INCLUDING" shall be deemed to be followed by the phrase "WITHOUT
LIMITATION". The word "WILL" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any person shall be construed to include such
person's successors and assigns, (c) the words "HEREIN", "HEREOF' and
"HEREUNDER", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, and (f) the words "ASSET" and "PROPERTY" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                           SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as
otherwise expressly provided herein, all financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with GAAP as in
effect from time to time and all terms of an accounting or financial nature
shall be construed in accordance with GAAP as in effect on the date hereof,
subject to the following sentence.

                                      -31-

<PAGE>

If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and Borrower, the
Administrative Agent or the Required Lenders shall so request, the
Administrative Agent, the Lenders and Borrower shall negotiate in good faith to
amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to approval of Required Lenders); provided that,
until so amended, such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein. Notwithstanding anything in
this Agreement to the contrary, prior to the unwinding of the Sale and Leaseback
Transaction, the financial definitions used herein which are calculated on a
"consolidated" basis, shall be calculated on a consolidated basis for Holdings
and its Consolidated Subsidiaries.

                                   ARTICLE II

                                   THE CREDITS

                           SECTION 2.01. COMMITMENTS. Subject to the terms and
conditions and relying upon the representations and warranties herein set forth,
each Lender agrees, severally and not jointly:

                  (a)      to make a Term Loan to Borrower on the Closing Date
         in a principal amount not to exceed its Term Loan Commitment; and

                  (b)      to make Revolving Loans to Borrower, at any time and
         from time to time on or after the Closing Date, and until the earlier
         of the second Business Day preceding the Revolving Maturity Date and
         the termination of the Commitment of such Lender in accordance with the
         terms hereof, in an aggregate principal amount at any time outstanding
         that will not result in such Lender's Revolving Exposure exceeding such
         Lender's Revolving Commitment; provided, however, that Revolving Loans
         made on the Closing Date shall not exceed $4.0 million.

                  Amounts paid or prepaid in respect of Term Loans may not be
reborrowed. Within the limits set forth in clause (b) above and subject to the
terms, conditions and limitations set forth herein, Borrower may borrow, pay or
prepay and reborrow Revolving Loans.

                           SECTION 2.02. LOANS. (a) Each Loan (other than
Swingline Loans) shall be made as part of a Borrowing consisting of Loans made
by the Lenders ratably in accordance with their applicable Commitments;
provided, however, that the failure of any Lender to make any Loan shall not in
itself relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender). Except
for Loans deemed made pursuant to Section 2.02(f), Loans comprising any
Borrowing shall be in an aggregate principal amount that is (i) an integral
multiple of $250,000 and not less than $1.0 million or (ii) equal to the
remaining available balance of the applicable Commitments.

                  (b)      Subject to Sections 2.11 and 2.12, each Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as Borrower may
request pursuant to Section 2.03. Each Lender may at its option make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan, so long as such option does not result in increased
costs to Borrower; provided that any exercise of such option shall not affect
the obligation of Borrower to repay such Loan in accordance with the terms of
this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than ten Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

                                      -32-
<PAGE>

                  (c)      Except with respect to Loans made pursuant to Section
2.02(f), each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to such
account in New York City as the Administrative Agent may designate not later
than 11:00 a.m., New York City time, and the Administrative Agent shall promptly
credit the amounts so received to an account as directed by Borrower in the
applicable Borrowing Request maintained with the Administrative Agent or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders.

                  (d)      Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in
reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available, then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and Borrower severally agree
to repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to Borrower until the date such amount is repaid to the
Administrative Agent at (i) in the case of Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, a rate determined by the Administrative Agent to represent
its cost of overnight or short-term funds (which determination shall be
conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

                  (e)      Notwithstanding any other provision of this
Agreement, Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing constituting Revolving Loans or Term Loans if the
Interest Period requested with respect thereto would end after the Revolving
Maturity Date or the Term Loan Maturity Date, as the case may be.

                  (f)      If the Issuing Bank shall not have received from
Borrower the payment required to be made by Section 2.18(e) within the time
specified in such Section, the Issuing Bank will promptly notify the
Administrative Agent of the LC Disbursement and the Administrative Agent will
promptly notify each Revolving Lender of such LC Disbursement and its Pro Rata
Percentage thereof. Each Revolving Lender shall pay by wire transfer of
immediately available funds to the Administrative Agent on such date (or, if
such Revolving Lender shall have received such notice later than 12:00 (noon),
New York City time, on any day, not later than 11:00 a.m., New York City time,
on the immediately following Business Day), an amount equal to such Lender's Pro
Rata Percentage of such LC Disbursement (it being understood that such amount
shall be deemed to constitute an ABR Revolving Loan of such Lender, and such
payment shall be deemed to have reduced the LC Exposure), and the Administrative
Agent will promptly pay to the Issuing Bank amounts so received by it from the
Revolving Lenders. The Administrative Agent will promptly pay to the Issuing
Bank any amounts received by it from Borrower pursuant to Section 2.18(e) prior
to the time that any Revolving Lender makes any payment pursuant to this
paragraph (f); any such amounts received by the Administrative Agent thereafter
will be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made such payments and to the Issuing Bank, as their interests
may appear. If any Revolving Lender shall not have made its Pro Rata Percentage
of such LC Disbursement available to the Administrative Agent as provided above,
such Lender and Borrower severally agree to pay interest on such amount, for
each day from and including the date such amount is required to be paid in
accordance with this paragraph (f) to but excluding the date such amount is
paid, to the Administrative Agent for the account of the Issuing Bank at (i) in
the case of Borrower, a rate per annum equal to the interest rate applicable to
Revolving Loans pursuant to Section 2.06(a), and

                                      -33-

<PAGE>
(ii) in the case of such Lender, for the first such day, the Federal Funds
Effective Rate, and for each day thereafter, the Alternate Base Rate.

                           SECTION 2.03. BORROWING PROCEDURE. To request a
Revolving Borrowing or Term Borrowing, Borrower shall notify the Administrative
Agent of such request by telephone (promptly confirmed by telecopy) (a) in the
case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time,
three Business Days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business
Day before the date of the proposed Borrowing; provided that any such notice of
an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.18(e) may be given not later than 11:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                  (a)      whether the requested Borrowing is to be a Revolving
         Borrowing or a Term Borrowing;

                  (b)      the aggregate amount of such Borrowing;

                  (c)      the date of such Borrowing, which shall be a Business
         Day;

                  (d)      whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (e)      in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; provided
         that until the earlier of (i) the date which is 30 days after the
         Closing Date and (ii) the date on which a successful syndication of the
         Loans and Commitments shall have been declared by the Joint Lead
         Arrangers, Borrower shall only be permitted to request an Interest
         Period of seven days; and

                  (f)      the location and number of Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.02.

                  If no election as to the Type of Borrowing is specified, then
the requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Revolving Borrowing, then
Borrower shall be deemed to have selected an Interest Period of one month's
duration (subject to the proviso of clause (e) above). Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                           SECTION 2.04. EVIDENCE OF DEBT; REPAYMENT OF LOANS.
(a) Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender holding Term Loans, the principal amount of
each Term Loan of such Lender as provided in Section 2.09, (ii) to the
Administrative Agent for the account of each Revolving Lender, the then unpaid
principal amount of each Revolving Loan of such Lender on the Revolving Maturity
Date and (iii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the earlier of the Revolving Maturity Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least five Business Days after such Swingline Loan is made;
provided that on each date that a

                                      -34-

<PAGE>

Revolving Borrowing is made, Borrower shall repay all Swingline Loans that were
outstanding on the date such Borrowing was requested.

                  (b)      Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of Borrower to
such Lender resulting from each Loan made by such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.

                  (c)      The Administrative Agent shall maintain accounts in
which it will record (i) the amount of each Loan made hereunder, the Type and
Class thereof and the Interest Period applicable thereto; (ii) the amount of any
principal or interest due and payable or to become due and payable from Borrower
to each Lender hereunder; and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof.

                  (d)      The entries made in the accounts maintained pursuant
to paragraphs (b) and (c) above shall be prima facie evidence of the existence
and amounts of the obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of Borrower to
repay the Loans in accordance with their terms.

                  (e)      Any Lender may request that Loans of any Class made
by it be evidenced by a promissory note. In such event, Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 11.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                           SECTION 2.05. FEES.

                  (a)      COMMITMENT FEE. Borrower agrees to pay to each
Lender, through the Administrative Agent, on the last Business Day of March,
June, September and December in each year and on each date on which any
Commitment of such Lender shall expire or be terminated as provided herein, a
commitment fee (a "COMMITMENT FEE") equal to 0.50% per annum on the average
daily unused amount of the Revolving Commitment of such Lender during the
preceding quarter (or other period commencing with the Closing Date or ending
with the Revolving Maturity Date or the date on which the Revolving Commitment
of such Lender shall expire or be terminated). All Commitment Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days. The Commitment Fee due to each Lender shall commence to accrue on the
Closing Date and shall cease to accrue on the date on which the Revolving
Commitment of such Lender shall expire or be terminated as provided herein.

                  (b)      ADMINISTRATIVE AGENT FEES. Borrower agrees to pay to
the Administrative Agent, for its own account, the agency fees set forth in the
Fee Letter or such other fees payable in the amounts and at the times separately
agreed upon between Borrower and the Administrative Agent (the "ADMINISTRATIVE
AGENT FEES").

                  (c)      LC AND FRONTING FEES. Borrower agrees to pay (i) to
the Administrative Agent for the account of each Revolving Lender a
participation fee ("LC PARTICIPATION FEE") with respect to its participations in
Letters of Credit, which shall accrue at a rate equal to the Applicable Margin
from time to time used to determine the interest rate on Eurodollar Revolving
Loans pursuant to Section 2.06 on the average daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to

                                      -35-

<PAGE>

unreimbursed LC Disbursements) during the period from and including the Closing
Date to but excluding the later of the date on which such Lender's Revolving
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee ("FRONTING FEE"), which
shall accrue at the rate of 0.25% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Closing Date to but
excluding the later of the date of termination of the Revolving Commitments and
the date on which there ceases to be any LC Exposure, as well as the Issuing
Bank's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. LC
Participation Fees and Fronting Fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur after the Closing Date; provided that all such fees shall be payable on
the date on which the Revolving Commitments terminate and any such fees accruing
after the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All LC Participation Fees and
Fronting Fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

                  All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders, except that the Fronting Fees shall be paid
directly to the Issuing Bank. Once paid, none of the Fees shall be refundable
under any circumstances (absent manifest error).

                           SECTION 2.06. INTEREST ON LOANS. (a) Subject to the
provisions of Section 2.06(c), the Loans comprising each ABR Borrowing,
including each Swingline Loan, shall bear interest at a rate per annum equal to
the Alternate Base Rate plus the Applicable Margin in effect from time to time.

                  (b)      Subject to the provisions of Section 2.06(c), the
Loans comprising each Eurodollar Borrowing shall bear interest at a rate per
annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for
such Borrowing plus the Applicable Margin in effect from time to time.

                  (c)      Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by Borrower hereunder is
not paid when due, whether at stated maturity, upon acceleration or otherwise,
such overdue amount shall bear interest, after as well as before judgment, at a
rate per annum equal to (i) in the case of any overdue principal of or interest
on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Revolving Loans as provided in
paragraph (a) of this Section.

                  (d)      Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Loans, upon termination of the Revolving Commitments; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e)      All interest hereunder shall be computed on the basis
of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate shall be computed on the basis of a

                                      -36-

<PAGE>

year of 365 days (or 366 days in a leap year), and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be
determined by the Administrative Agent in accordance with the provisions of this
Agreement and such determination shall be conclusive absent manifest error.

                           SECTION 2.07. TERMINATION AND REDUCTION OF
COMMITMENTS. (a) The Term Loan Commitments shall automatically terminate on the
Closing Date. The Revolving Commitments, the Swingline Commitment and the LC
Commitment shall automatically terminate on the Revolving Maturity Date.

                  (b)      Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $250,000 and not less than $1.0 million and (ii) the Revolving Commitments
shall not be terminated or reduced if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.10 or Section
2.01, as applicable, the sum of the Revolving Exposures would exceed the
aggregate amount of Revolving Commitments.

                  (c)      Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by
Borrower pursuant to this Section shall be irrevocable. Any termination or
reduction of the Commitments of any Class shall be permanent. Each reduction of
the Commitments of any Class shall be made ratably among the Lenders in
accordance with their respective Commitments of such Class.

                           SECTION 2.08. INTEREST ELECTIONS. (a) Each Revolving
Borrowing and Term Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, Borrower may elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

                  (b)      To make an election pursuant to this Section,
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if
Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request substantially in the form of Exhibit E.

                  (c)      Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i)      the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                                      -37-

<PAGE>

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv)     if the resulting Borrowing is a Eurodollar Borrowing,
         the Interest Period to be applicable thereto after giving effect to
         such election, which shall be a period contemplated by the definition
         of the term "Interest Period"; provided that until the earlier of (i)
         the date which is 30 days after the Closing Date and (ii) the date on
         which a successful syndication of the Loans and Commitments shall have
         been declared by the Joint Lead Arrangers, Borrower shall be permitted
         to request an Interest Period of seven days only.

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then Borrower shall be deemed to have selected
an Interest Period of one month's duration (subject to the proviso in clause
(iv) above).

                  (d)      Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e)      If an Interest Election Request with respect to a
Eurodollar Borrowing is not timely delivered prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies Borrower, then, after the
occurrence and during the continuance of such Event of Default, (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

                           SECTION 2.09. AMORTIZATION OF TERM BORROWINGS. (a)
Borrower shall pay to the Administrative Agent, for the account of the Lenders,
on the dates set forth on Annex I, or if any such date is not a Business Day, on
the next preceding Business Day (each such date being a "TERM LOAN REPAYMENT
DATE"), a principal amount of the Term Loans (as adjusted from time to time
pursuant to Sections 2.09(b) and 2.10) equal to the amount set forth on Annex I
for such date, together in each case with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment.

                  (b)      To the extent not previously paid, all Term Loans
shall be due and payable on the Term Loan Maturity Date.

                           SECTION 2.10. OPTIONAL AND MANDATORY PREPAYMENTS OF
LOANS.

                  (a)      OPTIONAL PREPAYMENTS. Borrower shall have the right
at any time and from time to time to prepay any Borrowing, in whole or in part,
subject to the requirements of this Section; provided, however, that each
partial prepayment shall be in an amount that is an integral multiple of
$500,000 and not less than $1.0 million.

                  (b)      REVOLVING LOAN PREPAYMENTS. In the event of any
termination of all the Revolving Commitments, Borrower shall, on the date of
such termination, repay or prepay all its outstanding

                                      -38-

<PAGE>

Revolving Borrowings and all outstanding Swingline Loans and replace all
outstanding Letters of Credit and/or deposit an amount equal to the LC Exposure
in the LC Sub-Account. In the event of any partial reduction of the Revolving
Commitments, then (i) at or prior to the effective date of such reduction, the
Administrative Agent shall notify Borrower and the Revolving Lenders of the sum
of the Revolving Exposures after giving effect thereto and (ii) if the sum of
the Revolving Exposures would exceed the aggregate amount of Revolving
Commitments after giving effect to such reduction or termination, then Borrower
shall, on the date of such reduction or termination, repay or prepay Revolving
Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash
collateralize outstanding Letters of Credit in an amount sufficient to eliminate
such excess.

                  (c)      ASSET SALES. Not later than five Business Days
following the receipt of any Net Cash Proceeds of any Asset Sale, Borrower shall
apply 100% of the Net Cash Proceeds received with respect thereto to make
prepayments in accordance with Sections 2.10(i) and (j); provided that:

                  (i)      no such prepayment shall be required with respect to
         (A) any Asset Sale permitted by Section 6.04(b)(ii), (b)(iii), (d),
         (e), (h), (i) or (j), (B) the disposition of assets subject to a
         condemnation or eminent domain proceeding or insurance settlement to
         the extent it does not constitute a Casualty Event, or (C) Asset Sales
         for fair market value resulting in no more than $1.0 million in Net
         Cash Proceeds per Asset Sale (or series of related Asset Sales) and
         less than $3.0 million in Net Cash Proceeds in any fiscal year; and

                  (ii)     so long as no Default shall then exist or would arise
         therefrom and the aggregate of such Net Cash Proceeds of Asset Sales
         shall not exceed $20.0 million in any fiscal year of Borrower, such
         proceeds shall not be required to be so applied on such date to the
         extent that Borrower shall have delivered a certificate to the
         Administrative Agent on or prior to such date stating that such Net
         Cash Proceeds shall be used (x) to purchase replacement assets or fixed
         or capital assets used or usable in the business of Borrower and the
         Subsidiaries, (y) to repair such assets or (z) to acquire 100% of the
         Equity Interests of any person that owns such replacement or other such
         assets no later than 360 days following the date of such Asset Sale
         (which certificate shall set forth the estimates of the proceeds to be
         so expended); provided, however, that if all or any portion of such Net
         Cash Proceeds not required to be applied to make prepayments as a
         result of this clause (ii) shall not be so reinvested as set forth in
         clauses (x), (y) and (z) within such 360-day period, such unused
         portion shall be applied on the last day of such period as a mandatory
         prepayment as provided in this Section 2.10(c).

                  (d)      DEBT OR PREFERRED STOCK ISSUANCE. Upon any Debt
Issuance or any Preferred Stock Issuance after the Closing Date, Borrower shall
make prepayments in accordance with Sections 2.10(i) and (j) in an aggregate
principal amount equal to 100% of the Net Cash Proceeds of such Debt Issuance or
Preferred Stock Issuance.

                  (e)      EQUITY ISSUANCE. Upon any Equity Issuance (other than
a Preferred Stock Issuance) after the Closing Date, Borrower shall make
prepayments in accordance with Sections 2.10(i) and (j) in an aggregate
principal amount equal to 50% of the Net Cash Proceeds of such Equity Issuance;
provided that if the Leverage Ratio after giving pro forma effect to such
prepayment as of the most recently ended Test Period after the first anniversary
of the Closing Date for which financial statements are available is less than
1.25 to 1.0, no such prepayment shall be required.

                  (f)      CASUALTY EVENTS. Not later than five Business Days
following the receipt of any Net Cash Proceeds from a Casualty Event, Borrower
shall apply an amount equal to 100% of such Net Cash Proceeds to make
prepayments in accordance with Sections 2.10(i) and (j); provided, however,
that:

                                      -39-

<PAGE>

                  (i)      so long as no Default or Event of Default then exists
         or would arise therefrom, the Net Cash Proceeds thereof shall not be
         required to be so applied on such date to the extent that Borrower has
         delivered an Officers' Certificate to the Collateral Agent on or prior
         to such date stating that such proceeds shall be used (A) to fund the
         acquisition or repair of property or the acquisition of 100% of the
         Equity Interests of any person that owns property used or usable in the
         business of Borrower and the Subsidiaries or (B) to repair, replace or
         restore the property in accordance with the provisions of this
         Agreement and the applicable Security Document in respect of which such
         Casualty Event has occurred; provided that, in each case, the actions
         described in clauses (A) and (B) above are commenced by Borrower within
         360 days following the date of the receipt of such Net Cash Proceeds
         and are diligently pursued to satisfactory completion to the extent
         practicable in the good faith estimate of Borrower,

                  (ii)     to the extent such Casualty Event affects any of the
         Collateral, all property acquired to effect any repair, replacement or
         restoration of such Collateral shall be made subject to the Lien of the
         Security Documents in accordance with the provisions of Section 5.11,

                  (iii)    all such Net Cash Proceeds in excess of $10.0 million
         in the aggregate for all such Casualty Events shall be held in the
         Collateral Account and released therefrom only in accordance with the
         terms of Article IX, and

                  (iv)     if all or any portion of such Net Cash Proceeds shall
         not be so applied within such 360-day period, such unused portion shall
         be applied on the last day of such period as a mandatory prepayment as
         provided in this Section 2.10(f).

                  (g)      EXCESS CASH FLOW. No later than the earlier of (i) 90
days after the end of each fiscal year of Borrower, commencing with the fiscal
year ending October 1, 2004, and (ii) the date on which the financial statements
with respect to such period are delivered pursuant to Section 5.01(a), Borrower
shall make prepayments in accordance with Sections 2.10(i) and (j) in an
aggregate principal amount equal to the ECF Percentage of Excess Cash Flow for
the fiscal year then ended; provided that if the Borrower makes any optional
prepayment of Loans during any fiscal year with funds which would otherwise
constitute "Excess Cash Flow" for such fiscal year (all such payments, the "ECF
OPTIONAL PREPAYMENTS"), no deduction for such ECF Optional Prepayments shall be
made in calculating Excess Cash Flow for such fiscal year (Excess Cash Flow
without such deduction is herein referred to as "GROSS EXCESS CASH FLOW"). If
the ECF Optional Prepayments for such fiscal year equal or exceed the ECF
Percentage of Gross Excess Cash Flow for such fiscal year, no prepayment shall
be required pursuant to this Section 2.10(g) for such fiscal year. To the extent
that the ECF Optional Prepayments for such fiscal year are less than the ECF
Percentage of Gross Excess Cash Flow for such fiscal year (such difference, the
"EXCESS CASH FLOW SHORTFALL"), subject to the proviso of the first sentence of
this Section 2.10(g), the Borrower shall be required only to prepay an amount
equal to such Excess Cash Flow Shortfall in respect of such fiscal year pursuant
to this Section 2.10(g).

                  (h)      ESCROW PROCEEDS. No later than five Business Days
following the receipt of any Escrow Proceeds, Borrower shall apply an amount
equal to 100% of such Escrow Proceeds to make prepayments in accordance with
Sections 2.10(i) and (j).

                  (i)      APPLICATION OF PREPAYMENTS. (i) Optional prepayments
in respect of Term Loans under this Agreement and mandatory prepayments pursuant
to Section 2.10(d) or (e) shall be applied first to reduce remaining scheduled
installments of principal due in respect of outstanding Term Loans under Section
2.09 in direct order of maturity up to but not including the first scheduled
installment due after the date that is 12 months following the date of such
prepayment. After application of prepayments pursuant to the first sentence of
this paragraph (i)(i) and to the extent there are mandatory prepayment

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<PAGE>

amounts remaining after such application, such excess prepayments shall be
applied (x) first, to reduce outstanding Term Loans pro rata against the
remaining scheduled installments of principal due in respect of the Term Loans
under Section 2.09 up to but not including the September 30, 2009 scheduled
installment and (y) second, to the scheduled installment amounts on and after
September 30, 2009, in direct order of maturity. Mandatory prepayments pursuant
to Sections 2.10(c), (f), (g) or (h) shall be applied (x) first, to reduce
outstanding Term Loans pro rata against the remaining scheduled installments of
principal due in respect of the Term Loans under Section 2.09, up to but not
including the September 30, 2009 scheduled installment and (y) second, to the
scheduled installment amounts on and after September 30, 2009, in direct order
of maturity.

                  (ii)     After application of prepayments pursuant to
         paragraph (i)(i) and to the extent there are mandatory prepayment
         amounts remaining after such application (x) in the case of a mandatory
         prepayment pursuant to Section 2.10(d), (e), (g), or (h), Borrower
         shall first, repay outstanding Revolving Loans in an amount equal to
         such excess and second, the Revolving Commitments shall be reduced (but
         not to below $20.0 million) ratably among the Revolving Lenders in
         accordance with their applicable Revolving Commitments in an aggregate
         amount equal to the excess remaining after such repayment of Revolving
         Loans or (y) in the case of a mandatory prepayment pursuant to Section
         2.10(c) or (f), the Revolving Commitments shall be reduced (but not to
         below $20.0 million) ratably among the Revolving Lenders in accordance
         with their applicable Revolving Commitments in an aggregate amount
         equal to such excess, provided, in either case, Borrower shall comply
         with Section 2.10(b). Any remaining prepayment amounts after the
         application pursuant to the first sentence of this paragraph (i)(ii)
         may be retained by Borrower.

                  (iii)    Amounts to be applied pursuant to this Section 2.10
         to the prepayment of Term Loans and Revolving Loans shall be applied,
         as applicable, first to reduce outstanding ABR Term Loans and ABR
         Revolving Loans, respectively. Any amounts remaining after each such
         application shall be applied to prepay Eurodollar Term Loans or
         Eurodollar Revolving Loans, as applicable. Notwithstanding the
         foregoing, if the amount of any prepayment of Loans required under this
         Section 2.10 shall be in excess of the amount of the ABR Loans at the
         time outstanding, only the portion of the amount of such prepayment as
         is equal to the amount of such outstanding ABR Loans shall be
         immediately prepaid and, at the election of Borrower, the balance of
         such required prepayment shall be either (i) deposited in the
         Collateral Account and applied to the prepayment of Eurodollar Loans on
         the last day of the then next-expiring Interest Period for Eurodollar
         Loans (with all interest accruing thereon for the account of Borrower)
         or (ii) prepaid immediately, together with any amounts owing to the
         Lenders under Section 2.13. Notwithstanding any such deposit in the
         Collateral Account, interest shall continue to accrue on such Loans
         until prepayment.

                  (j)      NOTICE OF PREPAYMENT. Borrower shall notify the
Administrative Agent (and, in the case of prepayment of a Swingline Loan, the
Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of prepayment
or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00
a.m., New York City time, on the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment.
Promptly following receipt of any such notice (other than a notice relating
solely to Swingline Loans), the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a

                                      -41-

<PAGE>

mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.06.

                           SECTION 2.11. ALTERNATE RATE OF INTEREST. If prior to
the commencement of any Interest Period for a Eurodollar Borrowing:

                  (a)      the Administrative Agent determines (which
         determination shall be conclusive absent manifest error) that adequate
         and reasonable means do not exist for ascertaining the Adjusted LIBOR
         Rate for such Interest Period; or

                  (b)      the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBOR Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                           SECTION 2.12. INCREASED COSTS. (a) If any Change in
Law shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by, any Lender (except any
         such reserve requirement reflected in the Adjusted LIBOR Rate) or the
         Issuing Bank; or

                  (ii)     impose on any Lender or the Issuing Bank or the
         London interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b)      If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then from time to time Borrower will pay to
such Lender or the Issuing Bank, as the case may be, such additional

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<PAGE>

amount or amounts as will compensate such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company for any such reduction suffered.

                  (c)      A certificate of a Lender or the Issuing Bank setting
forth the basis for its claim and the calculation of the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to Borrower and shall be conclusive absent manifest error. Borrower
shall pay such Lender or the Issuing Bank, as the case may be, the amount shown
as due on any such certificate within 10 days after receipt thereof.

                  (d)      Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided that Borrower shall not be required to compensate a
Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or the
Issuing Bank, as the case may be, notifies Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender's or the Issuing
Bank's intention to claim compensation therefor; provided, further, that if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.

                           SECTION 2.13. BREAKAGE PAYMENTS. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by Borrower pursuant to Section 2.16, then, in any such event,
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBOR Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market. A certificate of any Lender
setting forth the basis for its claim and the calculation of any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to Borrower and shall be conclusive absent manifest error. Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

                           SECTION 2.14. PAYMENTS GENERALLY; PRO RATA TREATMENT;
SHARING OF SETOFFS. (a) Borrower shall make each payment required to be made by
it hereunder or under any other Loan Document (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section
2.12, 2.13 or 2.15, or otherwise) on or before the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such
time is expressly required, prior to 2:00 p.m., New York City time), on the date
when due, in immediately available funds, without setoff or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at

                                      -43-

<PAGE>

677 Washington Boulevard, Stamford, Connecticut, except payments to be made
directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03 shall
be made directly to the persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the persons specified therein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

                  (b)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c)      If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of Borrower in the amount of such
participation.

                  (d)      Unless the Administrative Agent shall have received
notice from Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that Borrower will not make such payment, the Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if Borrower has
not in fact made such payment, then each of the Lenders or the Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

                                      -44-

<PAGE>

                  (e)      If any Lender shall fail to make any payment required
to be made by it pursuant to Section 2.02(f), 2.14(d), 2.17(d), 2.18(d) or
11.03(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                           SECTION 2.15. TAXES. (a) Any and all payments by or
on account of any obligation of Borrower hereunder or under any other Loan
Document shall be made without setoff, counterclaim or other defense and free
and clear of and without deduction or withholding for any and all Indemnified
Taxes; provided that if Borrower shall be required by law to deduct any
Indemnified Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions or
withholdings (including deductions or withholdings applicable to additional sums
payable under this Section) the Administrative Agent, Lender or Issuing Bank (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions or withholdings been made, (ii) Borrower shall make such
deductions or withholdings and (iii) Borrower shall pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable
law.

                  (b)      In addition, Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c)      Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the basis for its claim and the calculation of
the amount of such payment or liability delivered to Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

                  (d)      As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment.

                  (e)      Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to Borrower (with a copy
to the Administrative Agent), on or before the date it becomes a party to this
Agreement (or in the case of any Participant, on or before such Participant
purchases the related participation), such properly completed and executed
documentation prescribed by applicable law or reasonably requested by Borrower
as will permit such payments to be made without withholding or at a reduced
rate. Each Foreign Lender either (1) (i) agrees to furnish either U.S. Internal
Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (or
successor form) and (ii) agrees (for the benefit of Borrower and the
Administrative Agent), to the extent it may lawfully do so at such times, upon
reasonable request by Borrower or the Administrative Agent, to provide a new
Form W-8ECI or Form W-8BEN (or successor form) upon the expiration or
obsolescence of any previously delivered form to reconfirm any complete
exemption from, or any entitlement to a reduction in, U.S. federal withholding
tax with respect to any interest payment hereunder or (2) in the case of any
such Foreign Lender that is not a "bank" within the

                                      -45-

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meaning of Section 881(c)(3)(A) of the Tax Code, (i) agrees to furnish either
(a) an exemption certificate substantially in the form of Exhibit L and two
accurate and complete original signed copies of Internal Revenue Service Form
W-8BEN (or successor form) or (b) an Internal Revenue Form W-8ECI (or successor
form), certifying (in each case) to such Foreign Lender's legal entitlement to
an exemption or reduction from U.S. federal withholding tax with respect to all
interest payments hereunder and (ii) agrees (for the benefit of Borrower and the
Administrative Agent) to the extent it may lawfully do so at such times, upon
reasonable request by Borrower or the Administrative Agent, to provide a new
Form W-8BEN or W-8ECI (or successor form) upon the expiration or obsolescence of
any previously delivered form to reconfirm any complete exemption from, or any
entitlement to a reduction in, U.S. federal withholding tax with respect to any
interest payment hereunder.

                  (f)      If the Administrative Agent or a Lender (or an
assignee) receives a refund of any Indemnified Taxes or Other Taxes as to which
it has been indemnified by Borrower or with respect to which Borrower has paid
additional amounts pursuant to this Section 2.15, it shall pay over such refund
to Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by Borrower under this Section 2.15 with respect to the
Indemnified 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 to the extent in excess of any tax benefit actually realized in
connection with the payments of the tax giving rise to 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 Borrower, upon the request of the
Administrative Agent or such Lender (or assignee), agrees to repay the amount
paid over to Borrower (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 in this Section 2.15(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 Borrower or any other person.

                           SECTION 2.16. MITIGATION OBLIGATIONS; REPLACEMENT OF
LENDERS.

                  (a)      MITIGATION OF OBLIGATIONS. If any Lender requests
compensation under Section 2.12, or if Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.15, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the reasonable judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable in
the future pursuant to Section 2.12 or 2.15, as the case may be, and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous in any material respect to such Lender. Borrower
hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by
any Lender in connection with any such designation or assignment.

                  (b)      REPLACEMENT OF LENDERS. If (1) any Lender requests
compensation under Section 2.12, (2) Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, (3) any Lender defaults in its obligation to fund
Loans hereunder or (4) Borrower elects to replace a Lender in accordance with
Section 11.02(c), then Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 11.04), all of its interests, rights and obligations under
this Agreement to an assignee selected by Borrower that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Revolving Commitment is being
assigned, the

                                      -46-

<PAGE>

Issuing Bank and Swingline Lender) if the assignee is not another Lender, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees, prepayment premiums and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.12 or payments required to be made pursuant to Section 2.15,
such assignment will result in a reduction in such compensation or payments
(other than a de minimis amount). A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling Borrower to require such
assignment and delegation cease to apply.

                           SECTION 2.17. SWINGLINE LOANS.

                  (a)      SWINGLINE COMMITMENT. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding $5.0
million or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein,
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b)      SWINGLINE LOANS. To request a Swingline Loan,
Borrower shall notify the Administrative Agent of such request by telephone
(confirmed by telecopy), not later than 2:00 p.m., New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan. The Administrative Agent will promptly advise the
Swingline Lender of any such notice received from Borrower. The Swingline Lender
shall make each Swingline Loan available to Borrower by means of a credit to the
general deposit account of Borrower with the Swingline Lender (or, in the case
of a Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.18(e), by remittance to the Issuing Bank) by 5:00 p.m.,
New York City time, on the requested date of such Swingline Loan. Borrower shall
not request a Swingline Loan if at the time of and immediately after giving
effect to such request a Default has occurred and is continuing. Swingline Loans
shall be made in minimum amounts of $250,000 and integral multiples of $50,000
above such amount.

                  (c)      PREPAYMENT. Borrower shall have the right at any time
and from time to time to prepay any Swingline Loan, in whole or in part, upon
giving written or telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) to the Swingline Lender and to the Administrative
Agent before 2:00 p.m., New York City time, on the date of prepayment at the
Swingline Lender's address for notices specified in the Swingline Lender's
Administrative Questionnaire, and such prepayments shall be made to the
Swingline Lender by 3:00 p.m., New York City time, on such date of prepayment.
All principal payments of Swingline Loans shall be accompanied by accrued
interest on the principal amount being repaid to the date of payment.

                  (d)      PARTICIPATIONS. The Swingline Lender may by written
notice given to the Administrative Agent not later than 12:00 noon, New York
City time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which Revolving Lenders will participate. Promptly upon receipt of such
notice, the Administrative Agent will give notice thereof to each Revolving
Lender, specifying in such notice such Lender's Pro Rata Percentage of such

                                      -47-

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Swingline Loan or Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender's Pro
Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever (provided that such payment shall not cause such
Lender's Revolving Exposure to exceed such Lender's Revolving Commitment). Each
Revolving Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 2.02(f) with respect to Loans made by such Lender (and Section 2.02
shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender
the amounts so received by it from the Revolving Lenders. The Administrative
Agent shall notify Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from Borrower (or other party on
behalf of Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve Borrower of any default in the payment thereof.

                           SECTION 2.18. LETTERS OF CREDIT.

                  (a)      GENERAL. Subject to the terms and conditions set
forth herein, Borrower may request the issuance of Letters of Credit for its own
account or the account of a Subsidiary in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period (provided that Borrower shall be a
co-applicant, and shall be jointly and severally liable, with respect to each
Letter of Credit issued for the account of or in favor of a Subsidiary). In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by Borrower to, or entered into by Borrower with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

                  (b)      NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION;
CERTAIN CONDITIONS. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), Borrower
shall hand deliver or telecopy (or transmit by electronic communication if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (at least three Business Days in advance of
the requested date of issuance, amendment, renewal or extension, or such shorter
period as is acceptable to such respective Issuing Bank) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank,
Borrower also shall submit a letter of credit application on the Issuing Bank's
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit, Borrower shall be
deemed to represent and warrant that), after giving effect to such

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<PAGE>

issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed
$15.0 million and (ii) the total Revolving Exposures shall not exceed the total
Revolving Commitments.

                  (c)      EXPIRATION DATE. Each Letter of Credit shall expire
at or prior to the close of business on the earlier of (1) in the case of a
Standby Letter of Credit, unless otherwise consented to by the Issuing Bank in
its sole discretion, (x) (i) the date one year after the date of the issuance of
such Standby Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) or (ii) such later date as
requested by Borrower in the relevant application and (y) the date that is five
days prior to the Revolving Maturity Date and (2) in the case of a Commercial
Letter of Credit, (x) the date that is 180 days after the date of issuance of
such Commercial Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (y) the date that is five
days prior to the Revolving Maturity Date.

                  (d)      PARTICIPATIONS. By the issuance of a Letter of Credit
(or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender's Pro Rata Percentage of the aggregate amount available to
be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Pro Rata Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                  (e)      REIMBURSEMENT. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, Borrower shall reimburse such LC
Disbursement by paying to the Issuing Bank an amount equal to such LC
Disbursement not later than 2:00 p.m., New York City time, on the date that such
LC Disbursement is made, if Borrower shall have received notice of such LC
Disbursement prior to 11:00 a.m., New York City time on such date, or, if such
notice has not been received by Borrower prior to such time on such date, then
not later than 2:00 p.m., New York City time, on (i) the Business Day that
Borrower receives such notice, if such notice is received prior to 11:00 a.m.,
New York City time, on the day of receipt, or (ii) the Business Day immediately
following the day that Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.17 that such payment be financed with an ABR Revolving
Loan or Swingline Loan in an equivalent amount and, to the extent so financed,
Borrower's obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Loan or Swingline Loan. If Borrower fails to make
such payment when due, the Issuing Bank shall notify the Administrative Agent
and the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from Borrower in respect
thereof and such Lender's Pro Rata Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative
Agent its Pro Rata Percentage of the unreimbursed LC Disbursement in the same
manner as provided in Section 2.02(f), with respect to Loans made by such
Lender, and the Administrative Agent shall promptly pay to the Issuing Bank the
amounts so received by it from the Revolving Lenders. Promptly following receipt
by the Administrative Agent of any payment from Borrower pursuant to this
paragraph, the Administrative Agent shall, to the extent that Revolving Lenders
have made payments pursuant to this paragraph to reimburse

                                      -49-

<PAGE>

the Issuing Bank, distribute such payment to such Lenders and the Issuing Bank
as their interests may appear. Any payment made by a Revolving Lender pursuant
to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other
than the funding of ABR Revolving Loans or a Swingline Loan as contemplated
above) shall not constitute a Loan and shall not relieve Borrower of its
obligation to reimburse such LC Disbursement.

                  (f)      OBLIGATIONS ABSOLUTE. The obligation of Borrower to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the obligations of Borrower hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their Affiliates, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by Borrower to the extent permitted by applicable law) suffered by Borrower that
are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or willful misconduct on the part of the Issuing Bank, any
other issuing bank or any of their respective correspondent banks (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

                  (g)      DISBURSEMENT PROCEDURES. The Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank shall
promptly notify the Administrative Agent and Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement (other than with respect to the timing of such reimbursement
obligation set forth in Section 2.18(e)).

                  (h)      INTERIM INTEREST. If the Issuing Bank shall make any
LC Disbursement, then, unless Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that Borrower reimburses such LC Disbursement, at
the

                                      -50-

<PAGE>

rate per annum then applicable to ABR Revolving Loans; provided that if Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.06(c) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

                  (i)      RESIGNATION OR REMOVAL OF THE ISSUING BANK. The
Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30
days' prior notice to the Lenders, the Administrative Agent and Borrower. The
Issuing Bank may be replaced at any time by written agreement among Borrower,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing
Bank. One or more Lenders may be appointed as additional Issuing Banks by
written agreement among Borrower, the Administrative Agent (whose consent will
not be unreasonably withheld) and the Lender that is to be so appointed. The
Administrative Agent shall notify the Lenders of any such resignation or
replacement of the Issuing Bank or any such additional Issuing Bank. At the time
any such resignation or replacement shall become effective, Borrower shall pay
all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.05(c). From and after the effective date of any such resignation,
replacement or addition, as applicable, (i) the successor or additional Issuing
Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or such addition or to any previous Issuing Bank, or to such successor
or such addition and all previous Issuing Banks, as the context shall require.
After the resignation or replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such resignation or replacement, but
shall not be required to issue additional Letters of Credit. If at any time
there is more than one Issuing Bank hereunder, Borrower may, in its discretion,
select which Issuing Bank is to issue any particular Letter of Credit.

                  (j)      CASH COLLATERALIZATION. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Revolving Lenders with LC Exposure representing
greater than 50% of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in the LC
Sub-Account, in the name of the Collateral Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to Borrower described
in clause (g) or (h) of Article VIII. Upon the Business Day Borrower receives
such notice, Borrower shall deposit such cash collateral in the LC Sub-Account,
to be held by the Collateral Agent as collateral for the payment and performance
of the obligations of Borrower under this Agreement. The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Collateral Agent and at the risk and expense of Borrower, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Collateral Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
Borrower for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated (but subject to the consent of Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other Obligations of Borrower under this Agreement. If Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount plus any accrued

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<PAGE>

interest or realized profits or such amounts (to the extent not applied as
aforesaid) shall be returned to Borrower within three Business Days after all
Events of Default have been cured or waived.

                  (k)      ADDITIONAL ISSUING BANKS. Borrower may, at any time
and from time to time with the consent of the Administrative Agent (which
consent shall not be unreasonably withheld) and such Lender, designate one or
more additional Lenders to act as an issuing bank under the terms of this
Agreement. Any Lender designated as an issuing bank pursuant to this paragraph
(k) shall be deemed (in addition to being a Lender) to be the Issuing Bank with
respect to Letters of Credit issued or to be issued by such Lender, and all
references herein and in the other Loan Documents to the term "Issuing Bank"
shall, with respect to such Letters of Credit, be deemed to refer to such Lender
in its capacity as Issuing Bank, as the context shall require.

                  (l)      OTHER. The Issuing Bank shall be under no obligation
to issue any Letter of Credit if:

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

                  (ii)     the issuance of such Letter of Credit would violate
         one or more policies of the Issuing Bank.

The Issuing Bank shall be under no obligation to amend any Letter of Credit if
(A) the Issuing Bank would have no obligation at such time to issue such Letter
of Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each Credit Party represents and warrants to the
Administrative Agent, the Collateral Agent, the Issuing Bank and each of the
Lenders that:

                           SECTION 3.01. ORGANIZATION; POWERS. Each Company (a)
is duly organized and validly existing under the laws of the jurisdiction of its
organization, (b) has all requisite power and authority to carry on its business
as now conducted, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, and (c) is qualified and in good standing (to the extent such concept is
applicable in the applicable jurisdiction) to do business in every jurisdiction
where such qualification is required, except in such jurisdictions where the
failure to so qualify, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                                      -52-

<PAGE>

                           SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The
Transactions to be entered into by each Loan Party are within such Loan Party's
powers and have been duly authorized by all necessary action. This Agreement has
been duly executed and delivered by each Loan Party and constitutes, and each
other Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law and
any implied covenant of good faith and fair dealing.

                           SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS.
Except as set forth on Schedule 3.03, the Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except (i) such as have been obtained or made and are in
full force and effect, (ii) filings necessary to perfect Liens created under the
Loan Documents and (iii) consents, approvals, registrations, filings or actions
the failure of which to obtain or perform could not reasonably be expected to
result in a Material Adverse Effect, (b) will not violate the charter, by-laws
or other organizational documents of any Company or any order of any
Governmental Authority, (c) will not violate, result in a default or require any
consent or approval under any applicable law or regulation, indenture, agreement
or other instrument binding upon any Company or its assets, or give rise to a
right thereunder to require any payment to be made by any Company, except for
violations, defaults or the creation of such rights that could not reasonably be
expected to result in a Material Adverse Effect, and (d) will not result in the
creation or imposition of any Lien on any asset of any Company, except Liens
created under the Loan Documents and Permitted Liens.

                           SECTION 3.04. FINANCIAL STATEMENTS. (a) Borrower has
heretofore delivered to the Lenders the audited consolidated balance sheets and
related statements of income, stockholders' equity and cash flows of Holdings
and its Consolidated Subsidiaries and of Borrower and its Consolidated
Subsidiaries, in each case, as of and for the fiscal years ended October 3,
2003, September 27, 2002 and September 28, 2001 (the statements as of and for
the fiscal year ended October 3, 2003 referred to as the "AUDITED FINANCIAL
STATEMENTS"). Such financial statements (and all financial statements delivered
pursuant to Section 5.01) have been prepared in accordance with GAAP
consistently applied and present, in all material respects, the consolidated
financial condition, results of operations and cash flows of Holdings or
Borrower, as the case may be. Except as set forth in such financial statements
(and all financial statements delivered pursuant to Section 5.01), there are no
liabilities of Holdings or any Company of any kind, whether accrued, contingent,
absolute, determined, determinable or otherwise, which could reasonably be
expected to result in a Material Adverse Effect.

                  (b)      The pro forma consolidated balance sheet and related
statements of income and cash flows of Borrower for the fiscal year ended
October 3, 2003 (the "PRO FORMA FINANCIAL STATEMENTS") and the other pro forma
information, including pro forma EBITDA, contained in the Confidential
Information Memorandum have been prepared in good faith by the Loan Parties,
based on the assumptions stated therein (which assumptions are believed by the
Loan Parties on the date hereof and on the Closing Date to be reasonable),
accurately reflect all adjustments required to be made to give effect to the
Transactions and in the reasonable judgment of Borrower, present fairly on a pro
forma basis the estimated consolidated financial position and results of
operations of Borrower as and for such dates, assuming that the Transactions had
actually occurred at such dates or at the beginning of such periods, as
applicable.

                           SECTION 3.05. PROPERTIES. (a) Each Company has good
title to, or valid leasehold interests in, all its real and personal property
material to its business, except for irregularities or deficiencies in title
that, individually or in the aggregate, do not interfere in a material respect
with the

                                      -53-

<PAGE>

ability of the Companies taken as a whole to conduct their business as currently
conducted. Title to all such property held by such Company is free and clear of
all Liens except for Permitted Liens; provided, however, title to all Mortgaged
Real Property is free and clear of all Liens except for the Prior Liens. The
property of the Companies, taken as a whole, (i) is in good operating order,
condition and repair (ordinary wear and tear excepted) (except to the extent
such condition could not reasonably be expected to result in a Material Adverse
Effect) and (ii) constitutes all the properties which are required for the
business and operations of the Companies as currently conducted.

                  (b)      As of the Closing Date, Schedule 3.05(b) contains a
true and complete list of each parcel of Real Property (i) owned by any Credit
Party as of the date hereof and describes the type of interest therein held by
such Credit Party and (ii) leased, subleased or otherwise occupied or utilized
by any Credit Party, as lessee, as of the date hereof and describes the type of
interest therein held by such Credit Party and, in the case of Real Property
located in the United States, whether such lease, sublease or other instrument
requires the consent of the landlord thereunder or other parties thereto to the
Transactions.

                  (c)      Schedule 3.05(c) sets forth a list of all patents,
patent applications, registered trademarks, domain names, registered service
marks, and registered copyrights owned and necessary to such Loan Party for the
conduct of the Acquired Business as currently conducted (the "INTELLECTUAL
PROPERTY"), except for those the failure to own or license which, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. No written claim has been asserted and is pending or has been
threatened in writing against the Loan Party by any person challenging or
questioning the validity or effectiveness of or alleging infringement or other
violation of any such U.S. Intellectual Property, except as set forth in
Schedule 3.05(c). To the knowledge of each Loan Party, the use of such
Intellectual Property by each Loan Party does not infringe or otherwise violate
the intellectual property rights of any person, except for such claims,
violations, and infringements that, individually or in the aggregate, could not
reasonably be expected to be material to the Acquired Business.

                           SECTION 3.06. EQUITY INTERESTS AND SUBSIDIARIES. (a)
Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their
jurisdiction of organization as of the Closing Date and (ii) the number of
shares of each class of its Equity Interests authorized, and the number
outstanding, on the Closing Date and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar
rights at the Closing Date. All Equity Interests of each Subsidiary are duly and
validly issued and are fully paid and non-assessable and are owned directly or
indirectly by Borrower. All Equity Interests of Borrower are owned directly by
Holdings and all Equity Interests of Holdings are owned directly by Parent. Each
Loan Party is the record and beneficial owner of, and has good and marketable
title to, the Equity Interests pledged by it under the Security Agreement, free
of any and all Liens, rights or claims of other persons, except for Permitted
Liens.

                  (b)      No consent of any person including any other general
or limited partner, any other member of a limited liability company, any other
shareholder or any trust beneficiary is necessary or desirable in connection
with the creation, perfection or first priority status of the security interest
of the Collateral Agent in any Equity Interests, subject only to Permitted
Liens, pledged to the Collateral Agent for the benefit of the Secured Parties
under the Security Agreement or the exercise by the Collateral Agent of the
voting or other rights provided for in the Security Agreement or the exercise of
remedies in respect thereof.

                           SECTION 3.07. LITIGATION; COMPLIANCE WITH LAWS. (a)
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 such person (i) that challenge the enforceability or validity of any Loan
Document or the

                                      -54-

<PAGE>

Transactions or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

                  (b)      Except for matters covered by Section 3.17, no
Company or any of its property is in violation of, nor will the continued
operation of their 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 affecting the Real
Property or is in default with respect to any judgment, writ, injunction, decree
or order of any Governmental Authority, in each case where such violation or
default could reasonably be expected to result in a Material Adverse Effect.

                           SECTION 3.08. AGREEMENTS. (a) As of the Closing Date,
no Credit Party is a party to any material agreement other than the Acquisition
Documents and the agreements set forth on Schedule 3.08, and Borrower has
delivered to the Administrative Agent complete and correct copies of all such
material agreements, including any amendments, supplements or modifications with
respect thereto.

                  (b)      No Company is in default under any agreement or
instrument to which it is a party or by which it or any of its property are or
may be bound (other than agreements relating to or evidencing Indebtedness)
where such default could reasonably be expected to result in a Material Adverse
Effect.

                           SECTION 3.09. FEDERAL RESERVE REGULATIONS. (a) No
Company is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of buying or carrying Margin Stock.

                  (b)      No part of the proceeds of any Loan or any Letter of
Credit will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that
is inconsistent with, the provisions of the regulations of the Board, including
Regulation T, U or X. The pledge of the Securities Collateral (as defined in the
Security Agreement) pursuant to the Security Agreement does not violate such
regulations.

                           SECTION 3.10. INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT. No Company is (a) an "investment company" or a company
"controlled" by an "investment company," as defined in, or subject to regulation
under, the Investment Company Act of 1940, as amended, or (b) a "holding
company," an "affiliate" of a "holding company" or a "subsidiary company" of a
"holding company," as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, as amended.

                           SECTION 3.11. USE OF PROCEED. Borrower will use the
proceeds of (a) the Term Loans to finance a portion of the Merger (through the
making of the Closing Date Intercompany Loan), effect the Refinancing and pay
fees and expenses in connection with the Transactions and (b) the Revolving
Loans following the Closing Date to provide ongoing working capital requirements
and for general corporate purposes. Borrower may also use the proceeds of the
Revolving Loans on the Closing Date to fund up to $4.0 million to provide
ongoing working capital requirements. All of the proceeds from the Equity
Financing will be used to fund the Transactions (other than the Refinancing,
except with respect to the Wells Fargo Agreement). All of the proceeds from the
Closing Date Intercompany Loan will be used to fund the Merger consideration and
to pay fees, commissions and expenses in connection with the Transactions.

                           SECTION 3.12. TAXES. Each Company has (a) filed or
caused to be filed all material federal, state, local and foreign Tax Returns
required to be filed by it and (b) duly paid or caused

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to be duly paid all Taxes (whether or not shown on any Tax Return) due and
payable by it and all assessments received by it, except taxes (i) that are
being contested in good faith by appropriate proceedings and for which such
Company shall have set aside on its books adequate reserves in accordance with
GAAP or which could not, individually or in the aggregate, have a Material
Adverse Effect or (ii) with respect to taxable periods or portions thereof
ending on or prior to the date of the Latest Balance Sheet for which it has made
appropriate provision in the Latest Balance Sheet in accordance with GAAP.

                           SECTION 3.13. NO MATERIAL MISSTATEMENTS. The
information, reports, financial statements, exhibits and schedules furnished by
or on behalf of any Company to the Administrative Agent or any Lender in
connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto (including the Confidential Information Memorandum)
when taken as a whole does not contain any material misstatement of fact and
does not omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were, are or will be
made, not misleading as of the date such information is dated or certified;
provided that to the extent any such information, report, financial statement,
exhibit or schedule was based upon or constitutes a forecast or projection or
pro forma adjustment, each Company represents only that it acted in good faith
and utilized reasonable assumptions and due care in the preparation of such
information, report, financial statement, exhibit or schedule, it being
understood that projections are subject to uncertainties and contingencies and
that no assurance can be given that any projection will be realized.

                           SECTION 3.14. LABOR MATTERS. As of the Closing Date,
there are no strikes, lockouts or slowdowns against any Company pending or, to
the knowledge of any Company, threatened which could reasonably be expected to
result in a Material Adverse Effect. The hours worked by and payments made to
employees of any Company have not been in violation of the Fair Labor Standards
Act or any other applicable federal, state, local or foreign law dealing with
such matters in any manner which could reasonably be expected to result in a
Material Adverse Effect. All payments due from any Company, or for which any
claim may be made against any Company, on account of wages and employee health
and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of such Company except where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect. The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which any Company is bound.

                           SECTION 3.15. SOLVENCY. Immediately after the
consummation of the Transactions to occur on the Closing Date and immediately
following the making of each Loan and after giving effect to the application of
the proceeds of each Loan, (a) the fair value of the assets of each Loan Party
will exceed its debts and liabilities, subordinated, contingent or otherwise;
(b) the present fair saleable value of the property of each Loan Party will be
greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (c) each Loan Party
will be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (d) no
Loan Party will have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is
proposed to be conducted following the Closing Date.

                           SECTION 3.16. EMPLOYEE BENEFIT PLANS. (a) Each
Company and its ERISA Affiliates are in compliance with the applicable
provisions of ERISA and the Tax Code and the regulations and published
interpretations thereunder except where the failure to comply could not
reasonably be expected to have a Material Adverse Effect. No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events, could reasonably be expected to result in a Material
Adverse Effect. The present value of all accumulated benefit obligations of all
underfunded

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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 the fair market value of
the assets of all such underfunded Plans by an amount that would have a Material
Adverse Effect. In the event of a complete withdrawal from each Multiemployer
Plan, the aggregate liabilities of the Company and its ERISA Affiliates
resulting therefrom could not reasonably be expected to result in a Material
Adverse Effect.

                  (b)      Each Foreign Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities, except where
the failure to comply or be maintained in good standing could not be reasonably
expected to have a Material Adverse Effect. No Company has incurred any
obligation in connection with the termination of or withdrawal from any Foreign
Plan that could reasonably be expected to result in a Material Adverse Effect.
The present value of the accrued benefit liabilities (whether or not vested)
under each Foreign Plan which is required to be funded, determined as of the end
of the most recently ended fiscal year of the respective Company (based on the
actuarial assumptions used for purposes of the applicable jurisdiction's
financial reporting requirements), did not exceed the current value of the
assets of such Foreign Plan by an amount that could reasonably be expected to
have a Material Adverse Effect, and for each Foreign Plan which is not funded,
the obligations of such Foreign Plan are properly accrued, except where the
failure to comply could not be reasonably expected to have a Material Adverse
Effect.

                           SECTION 3.17. ENVIRONMENTAL MATTERS. (a) The Real
Property of the Companies does not contain therein, thereon or thereunder,
including, without limitation, the soil and groundwater thereunder, any
Hazardous Materials in amounts or concentrations which (i) constitute a
violation of, (ii) require a Response under, or (iii) could give rise to
liability under, Environmental Laws, which violations, Response and liabilities,
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect;

                  (b)      The Real Property and all operations of the Companies
are in compliance, and in the last three years have been in compliance, with all
Environmental Laws and all necessary Environmental Permits have been obtained
and are in effect, except to the extent that such non-compliance or failure to
obtain any necessary Environmental Permits, in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect;

                  (c)      There have been no Releases at, from, under, or
originating from properties adjacent to, the Real Property or otherwise in
connection with the operations of any Company, which Releases, in the aggregate,
could reasonably be expected to result in a Material Adverse Effect;

                  (d)      None of the Companies has received an Environmental
Claim, nor to their knowledge has any been threatened, which, in the aggregate,
could reasonably be expected to result in a Material Adverse Effect;

                  (e)      To the knowledge of the Companies, Hazardous
Materials have not been transported from Real Property of the Companies by or on
behalf of any of the Companies, nor have Hazardous Materials been generated,
treated, stored or disposed of at, on or under any of such Real Property in a
manner that could give rise to liability under, or in violation of, any
Environmental Law, nor has any Company retained or assumed any liability,
contractually, by operation of law or otherwise, with respect to the generation,
treatment, storage, transport or disposal of Hazardous Materials, which
transportation, generation, treatment, storage or disposal, or retained or
assumed liabilities, in the aggregate, could reasonably be expected to result in
a Material Adverse Effect (it being understood that, for purposes of Section
8.01 of this Agreement (Event of Default), notwithstanding the qualification by
the knowledge of the

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<PAGE>

Companies at the beginning of this subsection, the representations and
warranties contained in this subsection shall be deemed not to be so qualified).

                  (f)      No Real Property of the Companies is (i) listed or,
to the knowledge of the Companies, 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 similar
Environmental Law, in any case (i), (ii) or (iii), which, in the aggregate,
could reasonably be expected to result in a Material Adverse Effect; and

                  (g)      No Company is currently conducting any Response
pursuant to any Environmental Law with respect to any Real Property or any other
location which could reasonably be expected to result in a Material Adverse
Effect.

                           SECTION 3.18. INSURANCE. Schedule 3.18 sets forth a
true, complete and correct summary description of all material insurance
maintained by each Company as of the Closing Date. As of each such date, such
insurance is in full force and effect and all premiums have been duly paid. Each
Company has insurance in such amounts and covering such risks and liabilities as
are in accordance with normal industry practice.

                           SECTION 3.19. SECURITY DOCUMENTS. (a) The Security
Agreement is effective to create in favor of the Collateral Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable security interest
in and Lien on 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) the Credit
Parties have complied with Section 3.03 of the Security Agreement, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in such Collateral
(other than (A) the Intellectual Property (as defined in the Security Agreement)
and (B) such Collateral in which a security interest cannot be perfected under
the Uniform Commercial Code as in effect at the relevant time in the relevant
jurisdiction), in each case subject to no Liens other than Permitted Liens.

                  (b)      When the Security Agreement (including all schedules
thereto) or a short-form thereof is filed in the United States Patent and
Trademark Office and the United States Copyright Office in the manner prescribed
by each office and all actions required under the laws of the state of
organization of the relevant Credit Party with respect to the perfection of a
security interest in such intangible property are undertaken, the Collateral
Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien
on, and security interest in, all right, title and interest of the grantors
thereunder in the U.S. Intellectual Property (as defined in the Security
Agreement) to the fullest extent permitted by law, in each case subject to no
Liens other than Permitted Liens (it being understood that subsequent recordings
in the United States Patent and Trademark Office and the United States Copyright
Office may be necessary to perfect a Lien on registered trademarks, trademark
applications and copyrights acquired by the grantors after the date hereof).

                  (c)      Each Mortgage executed and delivered as of the
Closing Date is, or, to the extent any Mortgage is duly executed and delivered
thereafter by the relevant Credit Party, will be, effective to create, in favor
of the Collateral Agent, for its benefit and the benefit of the Secured Parties,
a legal, valid and enforceable first priority Lien on and security interest in
all of the Credit Parties' right, title and interest in and to the Mortgaged
Real Properties thereunder and the proceeds thereof, and when the Mortgages are
filed in the offices specified on Schedule 1.01(a) (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

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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 Credit Parties in the Mortgaged Real Properties and the
proceeds thereof, in each case prior and superior in right to any other person,
other than Prior Liens.

                  (d)      Each Security Document (other than Mortgages)
delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and
delivery thereof, be effective to create in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien
on all of the Credit Parties' right, title and interest in and to the Collateral
thereunder, and when such Security Document is filed or recorded in the
appropriate offices as may be required under applicable law, such Security
Document will constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Credit Parties in such Security Agreement
Collateral, in each case subject to no Liens other than the applicable Permitted
Liens.

                           SECTION 3.20. ACQUISITION DOCUMENTS; REPRESENTATIONS
AND WARRANTIES IN AGREEMENT. (a) Schedule 3.20 lists each agreement and each
other material document contemplated by the Merger Agreement to be entered into,
executed or delivered or to become effective in connection with the Merger. The
Lenders have been furnished true and complete copies of each such document to
the extent executed and delivered on or prior to the Closing Date.

                  (b)      All representations and warranties of each Company
set forth in the Merger Agreement were true and correct in all material respects
as of the time such representations and warranties were made and shall be true
and correct in all material respects as of the Closing Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

                           SECTION 3.21. REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF HOLDINGS AND PARENT. Each of Holdings and Parent hereby
represents, warrants and agrees that each of the representations, warranties and
agreements made by a Company or a Loan Party in Sections 3.01, 3.02, 3.03, 3.04,
3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18,
3.19, 3.20, 3.22, 3.23 and 3.24 are also true and correct as to Holdings or
Parent, as the case may be, as though references to such Company or Loan Party
therein are references to Holdings or Parent, as the case may be.

                           SECTION 3.22. ANTI-TERRORISM LAW. (a) No Loan Party
and, to the knowledge of the Loan Parties, 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)      No Loan Party and to the knowledge of the Loan
Parties, no Affiliate or broker or other agent of any Loan Party acting or
benefiting in any capacity in connection with the Loans is 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;

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<PAGE>

                  (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)      No Loan Party and, to the knowledge of the Loan
Parties, no broker or other agent of any Loan Party acting in any capacity in
connection with the Loans (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.

                           SECTION 3.23. BRIBERY. To the best knowledge of the
Loan Parties, no Loan Party, nor any of their respective officers, directors,
partners, employees, agents or affiliates or any other person acting on behalf
of the Loan Parties, has directly or indirectly, given or agreed to give any
money, gift or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee or agent
of a customer or supplier, official or employee of any governmental agency
(domestic or foreign), instrumentality of any government (domestic or foreign)
or any political party or candidate for office (domestic or foreign) or other
person who was, is or may be in a position to help or hinder the business of the
Loan Parties (or assist the Loan Parties in connection with any actual or
proposed transaction) which would subject any Loan Party or any other individual
or entity to any damage or penalty in any civil, criminal or governmental
litigation or proceeding (domestic or foreign) except for such damages or
penalties, either individually or in the aggregate that would not reasonably be
expected to have a Material Adverse Effect.

                           SECTION 3.24. SUBORDINATION OF SENIOR SUBORDINATED
NOTES. The Obligations are "Senior Debt," the Guaranteed Obligations are
"Guarantor Senior Debt" and the Obligations and Guaranteed Obligations are
"Designated Senior Debt," in each case, within the meaning of the Senior
Subordinated Note Documents.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

                  The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder are subject to the
satisfaction of the following conditions:

                           SECTION 4.01. ALL CREDIT EVENTS. On the date of each
Borrowing, including each Borrowing of a Swingline Loan, and on the date of each
issuance, amendment, extension or renewal of a Letter of Credit (each such event
being called a "CREDIT EVENT"):

                  (a)      The Administrative Agent shall have received a notice
         of such Borrowing as required by Section 2.03 (or such notice shall
         have been deemed given in accordance with Section 2.03) or, in the case
         of the issuance, amendment, extension or renewal of a Letter of Credit,

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         the Issuing Bank and the Administrative Agent shall have received a
         notice requesting the issuance, amendment, extension or renewal of such
         Letter of Credit as required by Section 2.18(b) or, in the case of the
         Borrowing of a Swingline Loan, the Swingline Lender and the
         Administrative Agent shall have received a notice requesting such
         Swingline Loan as required by Section 2.17(b).

                  (b)      At the time of and immediately after such Credit
         Event, no Default or Event of Default shall have occurred and be
         continuing.

                  (c)      Each of the representations and warranties set forth
         in Article III hereof or in any other Loan Document shall be true and
         correct in all material respects (except that any representation and
         warranty that is qualified as to "materiality" or "Material Adverse
         Effect" shall be true and correct in all respects) on and as of the
         date of such Credit Event with the same effect as though made on and as
         of such date, except to the extent such representations and warranties
         expressly relate to an earlier date.

                  (d)      There has been no material adverse change in the
         condition, financial or otherwise, business, operations, assets or
         liabilities of the Companies, taken as a whole, since October 3, 2003.

                  Each Credit Event shall be deemed to constitute a
representation and warranty by each Credit Party on the date of such Credit
Event as to the matters specified in paragraphs (b), (c) and (d) of this Section
4.01.

                           SECTION 4.02. FIRST CREDIT EVENT. On the Closing
Date:

                  (a)      LOAN DOCUMENTS. All legal matters incident to this
         Agreement, the Borrowings and extensions of credit hereunder and the
         other Loan Documents shall be reasonably satisfactory to the Lenders,
         to the Issuing Bank and to the Administrative Agent and there shall
         have been delivered to the Administrative Agent an executed counterpart
         of each of the Loan Documents and Collateral Documents, including this
         Agreement, the Security Agreement, each Mortgage, the Perfection
         Certificate and each other applicable Loan Document and Collateral
         Document.

                  (b)      CORPORATE DOCUMENTS. The Administrative Agent shall
         have received:

                                    (i)      a certificate of the Secretary or
                           Assistant Secretary of each Credit Party dated the
                           Closing Date and certifying (A) that attached thereto
                           is a true and complete copy of the certificate or
                           articles of incorporation or other constitutive
                           documents, including all amendments thereto certified
                           as of a recent date by the Secretary of State of the
                           state of its organization, (B) that attached thereto
                           is a true and complete copy of the by-laws of each
                           Credit Party as in effect on the Closing Date and at
                           all times since a date prior to the date of the
                           resolutions described in clause (C) below, (C) that
                           attached thereto is a true and complete copy of
                           resolutions duly adopted by the Board of Directors or
                           managers of such person authorizing the execution,
                           delivery and performance of the Loan Documents to
                           which such person is a party and, in the case of
                           Borrower, the borrowings hereunder, and that such
                           resolutions have not been modified, rescinded or
                           amended and are in full force and effect, (D) as to
                           the incumbency and specimen signature of each officer
                           executing any Loan Document or any other document
                           delivered in connection herewith on behalf of such
                           person (together with a certificate of

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                           another officer as to the incumbency and specimen
                           signature of the Secretary or Assistant Secretary
                           executing the certificate in this clause (i));

                                    (ii)     a long form certificate as to the
                           good standing of each Credit Party as of a recent
                           date, from such Secretary of State; and

                                    (iii)    such other documents as the
                           Administrative Agent may reasonably request.

                  (c)      OFFICER'S CERTIFICATE. The Administrative Agent shall
         have received a certificate, dated the Closing Date and signed by a
         Financial Officer of Borrower, confirming compliance with the
         conditions precedent set forth in paragraphs (b), (c) and (d) of
         Section 4.01.

                  (d)      FINANCINGS AND OTHER TRANSACTIONS, ETC. (i) The
         Lenders shall be satisfied with the form and substance of the
         Transaction Documents, the total financing requirements for the
         Transactions (including the value of the Rollover Equity) shall not
         exceed $315.0 million and the Transactions shall have been consummated
         or shall be consummated simultaneously on the Closing Date, in each
         case in all material respects in accordance with the terms hereof and
         the terms of the Transaction Documents (and without the waiver or
         amendment of any material terms thereof not approved by the Initial
         Lenders).

                  (ii)     Borrower shall have received not less than $125.0
         million in gross proceeds from the issuance and sale of the Senior
         Subordinated Notes, and the Senior Subordinated Note Agreement shall be
         in form and substance reasonably satisfactory to the Lenders.

                  (iii)    Holdings shall have received 100% of the cash from
         the Equity Financing and shall have used all of such proceeds in
         accordance with Section 3.11. Any Rollover Equity shall be in the form
         of common equity (including options) of Holdings.

                  (e)      THE REFINANCING. (i) The Refinancing with respect to
         the Foothill Loan Agreement and the Wells Fargo Loan Agreement shall
         have been consummated in full to the satisfaction of the Lenders with
         all liens in favor of the existing lenders being unconditionally
         released; the Administrative Agent shall have received a "pay off'
         letter with respect to the Foothill Loan Agreement and the Wells Fargo
         Loan Agreement; the Administrative Agent shall have received from any
         person holding any Lien securing any such debt, such UCC termination
         statements, mortgage releases, releases of assignments of leases and
         rents and other instruments, in each case in proper form for recording,
         as the Administrative Agent shall have reasonably requested to release
         and terminate of record the Liens securing such debt.

                  (ii)     Borrower shall have effected a covenant defeasance of
         all of the Public Debt Securities on or prior to the Closing Date in
         accordance with the Indenture (the "DEFEASANCE ACTIVITIES"). All of the
         Public Debt Securities shall have either been (a) repurchased and be no
         longer outstanding or (b) called for redemption (with the redemption
         date being the 30th day following the date of the notice of redemption)
         and sufficient funds for such redemption shall have been irrevocably
         deposited with the trustee for the Public Debt Securities in accordance
         with the terms of the Indenture; provided that Borrower may defer the
         mailing of the notice of redemption described in clause (b) with
         respect to Public Debt Securities outstanding on the Closing Date for
         one Business Day following the Closing Date.

                  (iii)    All of the Junior Preferred Stock shall have been
         repurchased and be no longer outstanding. All of the Senior Preferred
         Stock shall have either been (a) repurchased and be no

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         longer outstanding or (b) called for redemption (with the redemption
         date being the 30th day following the date of the notice of redemption)
         in accordance with the terms of Borrower's restated certificate of
         incorporation and sufficient funds for such redemption shall have been
         irrevocably deposited with the Paying Agent in accordance with the
         terms of the Paying Agent Agreement; provided that Borrower may defer
         the mailing of the notice of redemption described in clause (b) with
         respect to any Senior Preferred Stock outstanding on the Closing Date
         for one Business Day following the Closing Date.

                  (f)      FINANCIAL STATEMENTS; PROJECTIONS. The Lenders shall
         have (i) received and shall be reasonably satisfied with the Audited
         Financial Statements and (ii) received and reviewed the Pro Forma
         Financial Statements, pro forma EBITDA and any changes to the forecasts
         of the financial performance of Borrower and its Subsidiaries
         (including quarterly forecasts through the quarter ending on or about
         September 30, 2004).

                  (g)      INDEBTEDNESS, PREFERRED STOCK AND MINORITY INTERESTS.
         After giving effect to the Transactions and the other transactions
         contemplated hereby, no Group Company shall have outstanding any
         Indebtedness, Preferred Stock or minority interests other than (i) the
         Loans and extensions of credit hereunder, (ii) Public Debt Securities
         to the extent sufficient funds for the redemption thereof have been
         irrevocably deposited with the trustee for the Public Debt Securities
         in accordance with the terms of the Indenture, (iii) shares of Senior
         Preferred Stock to the extent sufficient funds for the redemption
         thereof have been irrevocably deposited with the Paying Agent in
         accordance with the terms of the Paying Agent Agreement, (iv) the
         Senior Subordinated Notes, (v) intercompany Indebtedness represented by
         the Intercompany Note or intercompany notes to be pledged to the
         Collateral Agent pursuant to the Security Agreement and (vi) up to $1.0
         million of other Indebtedness.

                  (h)      OPINIONS OF COUNSEL. The Administrative Agent shall
         have received, on behalf of itself, the other Agents, the Lenders and
         the Issuing Bank, (i) favorable written opinion of Simpson Thacher &
         Bartlett LLP, special counsel for the Credit Parties, in form
         reasonably acceptable to the Administrative Agent and the Initial
         Lenders, (A) dated the Closing Date, (B) addressed to the Agents, the
         Issuing Bank, and the Lenders and (C) covering such other matters
         relating to the Loan Documents and the Transactions as the
         Administrative Agent shall reasonably request and (ii) a favorable
         written opinion of Stikeman Elliot LLP, Jeffer, Mangels, Butler &
         Marmaro LLP and Gadsby Hannah LLP, in form reasonably acceptable to the
         Administrative Agent and the Initial Lenders, (A) dated the Closing
         Date and (B) addressed to the Agents, the Issuing Bank, and the
         Lenders.

                  (i)      SOLVENCY CERTIFICATE. The Administrative Agent shall
         have received a solvency certificate from Borrower's chief financial
         officer, in substantially the form of Exhibit M, as to the solvency of
         each of the Loan Parties after giving effect to the Transactions.

                  (j)      REQUIREMENTS OF LAW. The Administrative Agent shall
         be satisfied that the Transactions shall be in full compliance with all
         material Requirements of Law, including without limitation Regulations
         T, U and X of the Board.

                  (k)      CONSENTS AND APPROVALS. The Administrative Agent
         shall be satisfied that all requisite Governmental Authorities and
         third parties shall have approved or consented to the Transactions, and
         there shall be no governmental or judicial action that has or would
         have, singly or in the aggregate, a reasonable likelihood of
         restraining, preventing or imposing materially burdensome conditions on
         the Transactions or the other transactions contemplated hereby.

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<PAGE>

                  (l)      LITIGATION. There shall be no litigation, public or
         private, or administrative proceedings, governmental investigation or
         other legal or regulatory developments that, singly or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect, or could materially and adversely affect the ability of Parent,
         Holdings, Borrower and the Subsidiaries to fully and timely perform
         their respective obligations under the Transaction Documents, or the
         ability of the parties to consummate the financings contemplated hereby
         or the other Transactions.

                  (m)      SOURCES AND USES. The sources and uses of the Loans
         shall be as set forth in Section 3.11.

                  (n)      FEES. The Agents and Lenders shall have received all
         Fees and other amounts due and payable hereunder and under the Fee
         Letter on or prior to the Closing Date, including, to the extent
         invoiced, reimbursement or payment of all reasonable out-of-pocket
         expenses (including the reasonable legal fees and expenses of Cahill
         Gordon & Reindel LLP, special counsel to the Agents) required to be
         reimbursed or paid by Borrower hereunder or under any other Loan
         Document. The fees and expenses of the Transactions shall not exceed
         $17.5 million.

                  (o)      PERSONAL PROPERTY REQUIREMENTS. The Collateral Agent
         shall have received:

                                    (i)      all certificates, agreements or
                           instruments representing or evidencing the Pledged
                           Equity Interests and the Pledged Notes (each as
                           defined in the Security Agreement) accompanied by
                           instruments of transfer and stock powers endorsed in
                           blank shall have been delivered to the Collateral
                           Agent;

                                    (ii)     all other certificates, agreements,
                           including control agreements, or instruments
                           necessary to perfect all Chattel Paper, all
                           Instruments, all Deposit Accounts and all Investment
                           Property of each Credit Party (as each such term is
                           defined in the Security Agreement and to the extent
                           required by Section 3.03 of the Security Agreement);

                                    (iii)    UCC Financing Statements (Form
                           UCC-1 or UCC-2, as appropriate) 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 to
                           perfect the Liens created, or purported to be
                           created, by the Security Documents;

                                    (iv)     certified copies of Requests for
                           Information (Form UCC-11), tax lien, judgment lien,
                           bankruptcy and pending lawsuit searches or equivalent
                           reports or lien search reports, each of a recent date
                           listing all effective financing statements, lien
                           notices or comparable documents that name any Credit
                           Party as debtor and that are filed in those state and
                           county jurisdictions in which any of the property of
                           any Credit Party is located and the state and county
                           jurisdictions in which any Credit Party's principal
                           place of business is located, none of which encumber
                           the Collateral covered or intended to be covered by
                           the Security Documents (other than those relating to
                           Liens acceptable to the Collateral Agent);

                                    (v)      evidence of the completion of all
                           recordings and filings of, or with respect to, the
                           Security Agreement, including filings with the United
                           States Patent, Trademark and Copyright Offices, and
                           the execution and/or delivery of such other security
                           and other documents, and the taking of all actions as
                           may be necessary or, in the reasonable opinion of the
                           Collateral Agent, desirable, to

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                           perfect the Liens created, or purported to be
                           created, by the Security Agreement in Collateral
                           located in the U.S., except for any of the foregoing
                           to be provided after the Closing Date pursuant to
                           Section 5.12 hereof;

                                    (vi)     with respect to each location set
                           forth on Schedule 4.02(o)(vi), a Landlord Access
                           Agreement or Bailee Letter, as applicable; provided
                           that no such Landlord Access Agreement or Bailee
                           Letter shall be required with respect to any Real
                           Property or personal property Collateral, as the case
                           may be, 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;

                                    (vii)    evidence acceptable to the
                           Collateral Agent of payment by the Loan Parties of
                           all applicable recording taxes, fees, charges, costs
                           and expenses required for the recording of the
                           Collateral Documents; and

                                    (viii)   the Intercompany Note executed by
                           and among Parent and each of its subsidiaries,
                           accompanied by instruments of transfer undated and
                           endorsed in blank.

                  (p)      REAL PROPERTY REQUIREMENTS. The Collateral Agent
         shall have received:

                                    (i)      a Mortgage encumbering each
                           Mortgaged Real Property in favor of Collateral Agent,
                           for the benefit of the Secured Parties, duly executed
                           and acknowledged by each Credit Party that is the
                           owner of or holder of any interest in such Mortgaged
                           Real Property, and otherwise in form for recording in
                           the recording office of each political subdivision
                           where each such Mortgaged Real Property is situated,
                           together with such certificates, affidavits,
                           questionnaires or returns as shall be required in
                           connection with the recording or filing thereof to
                           create a lien under applicable law, and such UCC-1
                           Financing Statements, all of which shall be in form
                           and substance reasonably satisfactory to Collateral
                           Agent, and any other instruments necessary to grant a
                           mortgage lien under the laws of any applicable
                           jurisdiction;

                                    (ii)     with respect to each Mortgage, a
                           policy (or commitment to issue a policy) of title
                           insurance insuring (or committing to insure) the Lien
                           of such Mortgage as a valid first mortgage Lien on
                           the Real Property and fixtures described therein in
                           an amount equal to 100% of the fair market value of
                           such Real Property which policies (or commitments)
                           (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), (D) have been supplemented by such
                           endorsements as shall be reasonably requested by the
                           Collateral Agent, and (E) contain no exceptions to
                           title other than exceptions for the Prior Liens;

                                    (iii)    with respect to each Mortgaged Real
                           Property, such affidavits, certificates, information
                           (including financial data) and instruments of
                           indemnification (including, without limitation, a
                           so-called "gap" indemnification) as shall be required
                           to induce the Title Company to issue the Title
                           Policies and endorsements contemplated in
                           subparagraph (ii) above;

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<PAGE>

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

                                    (v)      with respect to each Mortgaged Real
                           Property, copies of all Leases in which any Group
                           Company holds the lessor's interest or other
                           agreements relating to possessory interests of any
                           Group Company, if any. To the extent any of the
                           foregoing encumber any Mortgaged Real Property, such
                           agreement shall be subordinate to the Lien of the
                           Mortgage to be recorded against such Mortgaged Real
                           Property, either expressly by its terms or pursuant
                           to a subordination, non-disturbance and attornment
                           agreement;

                                    (vi)     with respect to each Mortgaged Real
                           Property, each Group Company shall have made all
                           notification, registrations and filings, to the
                           extent required by, and in accordance with, all
                           Governmental Real Property Disclosure Requirements
                           applicable to such Mortgaged Real Property, including
                           the use of forms provided by state or local agencies,
                           where such forms exist, whether to Borrower or to or
                           with the state or local agency;

                                    (vii)    a Survey with respect to each
                           Mortgaged Real Property; and

                                    (viii)   with respect to each leasehold
                           Mortgaged Real Property, such consents, approvals,
                           amendments, supplements, estoppels, tenant
                           subordination agreements or other instruments as
                           shall reasonably be deemed necessary by the
                           Collateral Agent in order for the owner of the fee
                           interest therein to consent to or approve of the Lien
                           contemplated by the Mortgage with respect to such
                           leasehold Mortgaged Real Property, and as may be
                           obtained by the owner of such leasehold interest
                           constituting such leasehold Mortgaged Real Property
                           using commercially reasonable efforts.

                  (q)      INSURANCE. The Administrative Agent shall have
         received a copy of, or a certificate as to coverage under, the
         insurance policies required by Section 5.04 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 endorsement and to name the Collateral Agent as additional
         insured, in form and substance reasonably satisfactory to the
         Administrative Agent.

                  (r)      PAYING AGENT AGREEMENT. The Paying Agent Agreement
         shall have been executed and delivered and shall be in form and
         substance reasonably satisfactory to the Joint Lead Arrangers.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Each Loan Party covenants and agrees with each Lender that so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn

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<PAGE>

thereunder have been reimbursed in full or fully cash collateralized, unless the
Required Lenders shall otherwise consent in writing, each Loan Party will, and
will cause each of its subsidiaries to:

                           SECTION 5.01. FINANCIAL STATEMENTS, REPORTS, ETC. In
the case of Borrower, furnish to the Administrative Agent (and the
Administrative Agent shall furnish to each Lender):

                  (a)      ANNUAL REPORTS. Within 90 days after the end of each
         fiscal year, (i) the consolidated balance sheet of Borrower as of the
         end of such fiscal year and related consolidated statements of income,
         cash flows and stockholders' equity for such fiscal year, and notes
         thereto, accompanied by an opinion of KPMG LLP or other independent
         public accountants of recognized national standing satisfactory to the
         Administrative Agent (which opinion shall not be qualified as to scope
         or contain any going concern or other qualification), stating that such
         financial statements fairly present, in all material respects, the
         consolidated financial condition, results of operations, cash flows and
         changes in stockholders' equity of the Consolidated Companies as of the
         end of and for such fiscal year in accordance with GAAP consistently
         applied, (ii) a management report in a form reasonably satisfactory to
         the Administrative Agent setting forth the financial condition, results
         of operation and cash flows of the Consolidated Companies as of the end
         of and for such fiscal year, as compared to the Consolidated Companies'
         financial condition, results of operation and cash flows as of the end
         of and for the previous fiscal year and its budgeted results of
         operations and cash flows, and (iii) a management's discussion and
         analysis of the financial condition and results of operations for such
         fiscal year, as compared to the previous fiscal year;

                  (b)      QUARTERLY REPORTS. Within 45 days after the end of
         each of the first three fiscal quarters of each fiscal year, (i) the
         consolidated balance sheet of Borrower as of the end of such fiscal
         quarter and related consolidated statements of income and cash flows
         for such fiscal quarter and for the then elapsed portion of the fiscal
         year, in comparative form with the consolidated statements of income
         and cash flows for the comparable periods in the previous fiscal year,
         and notes thereto, and accompanied by a certificate of a Financial
         Officer stating that such financial statements fairly present, in all
         material respects, the consolidated financial condition, results of
         operations and cash flows of the Consolidated Companies as of the date
         and for the periods specified in accordance with GAAP consistently
         applied and on a basis consistent with the audited financial statements
         referred to in clause (a) of this Section, subject to normal year-end
         audit adjustments and the absence of footnotes; (ii) a management
         report in a form reasonably satisfactory to the Administrative Agent
         setting forth the financial condition, results of operation and cash
         flows of the Consolidated Companies as of the end of and for such
         fiscal quarter and for the then elapsed portion of the fiscal year, as
         compared to the Consolidated Companies' financial condition, results of
         operation and cash flows as of the end of such fiscal quarter and for
         the comparable periods in the previous fiscal year and its budgeted
         results of operations and cash flows; and (iii) a management's
         discussion and analysis of the financial condition and results of
         operations for such fiscal quarter and the then elapsed portion of the
         fiscal year, as compared to the comparable periods in the previous
         fiscal year;

                  (c)      [RESERVED];

                  (d)      FINANCIAL OFFICER'S CERTIFICATE. (i) Concurrently
         with any delivery of financial statements under paragraphs (a) or (b)
         above, a certificate of a Financial Officer certifying that no Default
         has occurred or, if such a Default has occurred, specifying the nature
         and extent thereof and any corrective action taken or proposed to be
         taken with respect thereto; (ii) concurrently with any delivery of
         financial statements under paragraph (a) or (b) above, a certificate of
         a Financial Officer setting forth computations in reasonable detail
         demonstrating compliance with the covenants contained in Section 6.07
         (including, if a Tax Event has occurred, demonstrating

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<PAGE>

         compliance with Section 6.07(c) for all prior Test Periods affected by
         the allocation of taxes in connection with such Tax Event) and, in the
         case of paragraph (a) above, setting forth Borrower's calculation of
         Excess Cash Flow; and (iii) in the case of paragraph (a) above, a
         report of the accounting firm opining on or certifying such financial
         statements stating that in the course of its regular audit of the
         financial statements of Borrower and its Subsidiaries, which audit was
         conducted in accordance with GAAP, such accounting firm obtained no
         knowledge that any Default under Section 6.07 has occurred or, if in
         the opinion of such accounting firm such a Default has occurred,
         specifying the nature and extent thereof;

                  (e)      FINANCIAL OFFICER'S CERTIFICATE REGARDING COLLATERAL.
         Concurrently with any delivery of financial statements under paragraph
         (a) above, a Perfection Certificate Supplement;

                  (f)      PUBLIC REPORTS. Promptly after they become publicly
         available, copies of all periodic and other reports, proxy statements
         and other materials filed by any Company with the Securities and
         Exchange Commission, or any Governmental Authority succeeding to any or
         all of the functions of said Commission, or with any national
         securities exchange, or distributed to holders of its material
         Indebtedness pursuant to the terms of the documentation governing such
         material Indebtedness (or any trustee, agent or other representative
         therefor), as the case may be;

                  (g)      MANAGEMENT LETTERS. Promptly after the receipt
         thereof by any Company, a copy of any "management letter" received by
         any such person from its certified public accountants and the
         management's responses thereto;

                  (h)      BUDGETS. No later than 90 days after the first day of
         each fiscal year of Borrower, an annual budget in form reasonably
         satisfactory to the Administrative Agent (including budgeted statements
         of income by each of Borrower's business units and sources and uses of
         cash and balance sheets) prepared by Borrower for each fiscal month of
         such fiscal year prepared in detail with appropriate presentation and
         discussion of the principal assumptions upon which such budget is
         based, accompanied by the statement of a Financial Officer of Borrower
         to the effect that to such officer's knowledge such budget is a
         reasonable estimate for the period covered thereby; and

                  (i)      OTHER INFORMATION. Promptly, from time to time, such
         other information regarding the operations, business affairs and
         financial condition of any Company, or compliance with the terms of any
         Loan Document, as the Administrative Agent or any Lender may reasonably
         request.

                           SECTION 5.02. LITIGATION AND OTHER NOTICES. Furnish
to the Administrative Agent and each Lender prompt written notice of the
following:

                  (a)      any Default, specifying the nature and extent thereof
         and the corrective action (if any) taken or proposed to be taken with
         respect thereto;

                  (b)      the filing or commencement of, or any written threat
         or notice of intention of any person to file or commence, any action,
         suit or proceeding, whether at law or in equity by or before any
         Governmental Authority, (i) against any Company that could reasonably
         be expected to result in a Material Adverse Effect or (ii) with respect
         to any Loan Document;

                  (c)      any development that has resulted in, or could
         reasonably be expected to result in a Material Adverse Effect; and

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<PAGE>

                  (d)      the occurrence of a Casualty Event in excess of
         $500,000.

                           SECTION 5.03. EXISTENCE; BUSINESSES AND PROPERTIES.
(a) Do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence, except as otherwise expressly
permitted under Section 6.04 or, in the case of any Subsidiary, where the
failure to perform such obligations, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  (b)      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, franchises, authorizations, patents, copyrights, trademarks
and trade names material to the conduct of its business; comply with all
applicable Requirements of Law (including any applicable Environmental Law,
zoning or building 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,
could not reasonably be expected to result in a Material Adverse Effect; pay and
perform its obligations under all Transaction Documents; and at all times
maintain and preserve all property material to the conduct of such business and
keep such property in good repair, working order and condition and from time to
time make, or cause to be made, all commercially reasonable repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be conducted at all times as it
is currently conducted; provided, however, that nothing in this Section 5.03(b)
shall prevent (i) sales of assets, consolidations or mergers by or involving any
Company in accordance with Section 6.04; (ii) the withdrawal by any Company of
its qualification as a foreign corporation in any jurisdiction where such
withdrawal, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect; or (iii) the abandonment by any Company
of any property, rights, franchises, licenses and patents that such person
reasonably determines are not necessary for the proper conduct of its business.

                           SECTION 5.04. INSURANCE. (a) Keep its insurable
property adequately insured at all times by financially sound and reputable
insurers; maintain such other insurance, to such extent and against such risks,
including fire and other risks insured against by extended coverage, as is
customary with companies in the same or similar businesses operating in the same
or similar locations, including public liability insurance against claims for
personal injury or death or property damage occurring upon, in, about or in
connection with the use of any property owned, occupied or controlled by it; and
maintain such other insurance as may be required by law; and, with respect to
the Mortgaged Property, otherwise maintain all insurance coverage required under
the applicable Mortgage, such policies to be in such form and amounts and having
such coverage as may be reasonably satisfactory to the Collateral Agent.

                  (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 30 days (10 days for non-payment)
after receipt by the Collateral Agent of written notice thereof and (ii) name
the Collateral Agent as insured party or additional loss payee, (iii) if
reasonably requested by the Collateral Agent, include a breach of warranty
clause and (iv) be reasonably satisfactory in all other respects to the
Collateral Agent.

                  (c)      Borrower shall, upon the Administrative Agent's or
the Collateral Agent's request, deliver to the Administrative Agent and the
Collateral Agent and the Lenders a report of a reputable insurance broker
annually with respect to such insurance and such supplemental reports with
respect thereto as the Administrative Agent or the Collateral Agent may from
time to time reasonably request.

                           SECTION 5.05. OBLIGATIONS AND TAXES. Pay its material
Indebtedness and other material obligations promptly and in accordance with
their terms and pay and discharge promptly

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when due all material taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien other than a Permitted Lien upon such properties or any part
thereof; provided, however, that such payment and discharge shall not be
required with respect to any such tax, assessment, charge, levy or claim so long
as the validity or amount thereof shall be contested in good faith by
appropriate proceedings, the applicable Company shall have set aside on its
books adequate reserves with respect thereto in accordance with GAAP,
non-payment or non-discharge could not reasonably be expected to have a Material
Adverse Effect and such contest operates to suspend collection of the contested
obligation, tax, assessment or charge and enforcement of a Lien other than a
Permitted Lien and, in the case of Collateral, the applicable Company shall have
otherwise complied with the provisions of the applicable Security Document in
connection with such nonpayment.

                           SECTION 5.06. EMPLOYEE BENEFITS. (a) Comply with the
applicable provisions of ERISA and the Tax Code, except where such
noncompliance, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect and (b) furnish to the
Administrative Agent (i) as soon as possible after, and in any event within 30
days after any Responsible Officer of the Companies or their ERISA Affiliates
knows or has reason to know that, any ERISA Event has occurred that alone or
together with any other ERISA Event could reasonably be expected to result in
liability of the Companies or their ERISA Affiliates in an aggregate amount
exceeding $1.0 million, a statement of a Financial Officer of Holdings setting
forth details as to such ERISA Event and the action, if any, that the Companies
propose to take with respect thereto, and (ii) upon request by the
Administrative Agent, copies of: (w) each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate
with the Internal Revenue Service with respect to each Plan; (x) the most recent
actuarial valuation report for each Plan; (y) all notices received by any
Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any
governmental agency concerning an ERISA Event; and (z) such other documents or
governmental reports or filings relating to any Plan (or employee benefit plan
sponsored or contributed to by any Company) as the Administrative Agent shall
reasonably request.

                           SECTION 5.07. MAINTAINING RECORDS; ACCESS TO
PROPERTIES AND INSPECTIONS. Keep proper books of record and account (i) in which
full, true and correct entries are made in conformity with all Requirements of
Law, (ii) in form permitting financial statement conforming with GAAP to be
derived therefrom and (iii) in which all material dealings and transactions in
relation to its business and activities are recorded. Each Company will permit
any representatives designated by any Agent (at the sole cost and expense of the
Lenders) to visit and inspect the financial records and the property of such
Company upon reasonable prior notice during regular business hours and under
guidance of officers of such Company and to make extracts from and copies of
such financial records, and permit any representatives designated by any Agent
to discuss the affairs, finances and condition of any Company with and be
advised as to the same by the officers thereof and the independent accountants
therefor, all at such reasonable times and intervals and to such reasonable
extent as any Agent or its representatives may request.

                           SECTION 5.08. USE OF PROCEEDS. Use the proceeds of
the Loans, the Closing Date Intercompany Loan and the Equity Financing and
request the issuance of Letters of Credit only for the purposes set forth in
Section 3.11.

                           SECTION 5.09. COMPLIANCE WITH ENVIRONMENTAL LAWS;
ENVIRONMENTAL REPORTS.

         (a) Comply and use commercially reasonable efforts to cause all lessees
and other persons occupying Real Property owned or operated by any Company to
comply, in all material respects with all Environmental Laws and Environmental
Permits applicable to its operations and property and obtain and renew

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all material Environmental Permits applicable to its operations and property and
conduct any Response in accordance with Environmental Laws; provided, however,
that no Company shall be required to undertake any Response to the extent that
its obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP.

                  (b)      If a Default caused by reason of a breach of Section
3.17 or Section 5.09(a) shall have occurred and be continuing for more than 20
Business Days without the Companies commencing activities reasonably likely to
cure such Default, at the written request of the Required Lenders through the
Administrative Agent, provide to the Lenders within 45 days after such request,
at the expense of Borrower, an environmental site assessment report regarding
the matters which are the subject of such default, including where appropriate,
any soil and/or groundwater sampling, prepared by an environmental consulting
firm and in form and substance reasonably acceptable to the Administrative Agent
and indicating the presence or absence of Hazardous Materials and the estimated
cost of any compliance or Response to address them in connection with such
Default.

                           SECTION 5.10. [RESERVED].

                           SECTION 5.11. ADDITIONAL COLLATERAL; ADDITIONAL
GUARANTORS. (a) Subject to this Section 5.11, with respect to any assets
acquired after the Closing Date by any Credit Party that are intended to be
subject to the Lien created by any of the Security Documents but which are not
so subject (but, in any event, excluding any assets described in paragraph (b)
of this subsection), promptly (and in any event within 45 days after the
acquisition thereof): (i) execute and deliver to the Administrative Agent such
amendments or supplements to the relevant Security Documents or such other
documents as the Administrative Agent shall reasonably deem necessary to grant
to the Administrative Agent, for its benefit and for the benefit of the other
Secured Parties, a Lien on such properties or assets subject to no Liens other
than Permitted 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, without
limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent. Borrower shall otherwise take
such actions and execute and/or deliver to the Administrative Agent such
documents as the Administrative Agent shall reasonably require to confirm the
validity, perfection and priority of the Lien of Security Documents against such
after-acquired properties or assets.

                  (b)      With respect to any Person that is or becomes a
Subsidiary (other than any Foreign Subsidiary that is not a direct Subsidiary of
a Loan Party or a Non-Guarantor Subsidiary) promptly (and in any event within 45
days after such Person becomes a Subsidiary) (i) deliver to the Administrative
Agent the certificates, if any, representing the Equity Interests of such
Subsidiary (provided that with respect to any Foreign Subsidiary of Borrower, in
no event shall more than 65% of the Equity Interests of any Foreign Subsidiary
be subject to any Lien or pledged under any Loan Document), together with
undated stock powers executed and delivered in blank by a duly authorized
officer of such Subsidiary's parent, as the case may be, and all intercompany
notes owing from such Subsidiary to any Loan Party together with instruments of
transfer duly executed and delivered in blank by a duly authorized officer of
such Loan Party, and (ii) cause such new Subsidiary (other than any Foreign
Subsidiary or a Non-Guarantor Subsidiary) (A) to execute a Joinder Agreement or
such comparable documentation which is in form and substance reasonably
satisfactory to the Administrative Agent, and (B) to take all actions reasonably
necessary or advisable to cause the Lien created by the Security Agreement to be
duly perfected to the extent required by such agreement in accordance with all
applicable Requirements of Law, including, without limitation, the filing of
financing statements in such jurisdictions as may be reasonably requested by the
Administrative Agent.

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                  (c)      (i) Each Credit Party will promptly grant to the
Collateral Agent, within 180 Business Days of the acquisition thereof, security
interests and Mortgages in such owned or leased Real Property of such Credit
Party as is acquired by such Credit Party after the Closing Date and that,
together with any improvements thereon, in the case of any such owned or leased
Real Property, individually or in the aggregate has a fair market value of at
least $5.0 million, as additional security for the Obligations (unless, with
respect to any such property, (x) such property is already mortgaged to a third
party to the extent permitted by Section 6.02 or (y) the Administrative Agent
determines, in its reasonable discretion, that the fees and expenses of
obtaining a Mortgage with respect to such property and the other related
deliveries required by this Section 5.11 would be disproportionate to the
expected benefits to be received by the Secured Parties) and (ii) in the event
the San Carlos Agreement is terminated or the sale of the San Carlos Facility is
not otherwise consummated prior to March 31, 2007, Holdings will promptly grant
to the Collateral Agent, within 30 days of March 31, 2007 (or, if earlier, the
date of termination of the San Carlos Agreement), security interests and a
Mortgage in the San Carlos Facility. In connection with either clause (i) or
(ii) above, the Collateral Agent shall have received:

                  (A)      a Mortgage encumbering each Mortgaged Real Property
         in favor of Collateral Agent, for the benefit of the Secured Parties,
         duly executed and acknowledged by the Credit Party that is the owner of
         or holder of a possessory interest in such Mortgaged Real Property, and
         otherwise in form for recording in the recording office of each
         political subdivision where each such Mortgaged Real Property is
         situated, together with such certificates, affidavits, questionnaires
         or returns as shall be required in connection with the recording or
         filing thereof to create a Lien under applicable law, and such UCC-1
         Financing Statements, all of which shall be in form and substance
         reasonably satisfactory to Collateral Agent, and any other instruments
         necessary to grant a mortgage lien under the laws of any applicable
         jurisdiction;

                  (B)      with respect to each leasehold Mortgaged Real
         Property, such consents, approvals, amendments, supplements, estoppels,
         tenant subordination agreements or other instruments as shall
         reasonably be deemed necessary by the Collateral Agent in order for the
         owner of the fee interest therein to consent to or approve of the Lien
         contemplated by the Mortgage with respect to such leasehold Mortgaged
         Real Property, and as may be obtained by the owner of such leasehold
         interest constituting such leasehold Mortgaged Real Property using
         commercially reasonable efforts;

                  (C)      with respect to each Mortgage, a Title Policy shall
         (A) be issued by the Title Company, (B) to the extent reasonably
         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), (D) have been supplemented by such
         endorsements as shall be reasonably requested by the Collateral Agent,
         and (E) contain no exceptions to title other than exceptions for the
         Permitted Liens applicable to such Mortgaged Real Property and standard
         exceptions and exclusions from coverage (as modified by the terms of
         any endorsements);

                  (D)      with respect to each Mortgaged Real Property, such
         affidavits, certificates, information (including financial data) and
         instruments of indemnification (including, without limitation, a
         so-called "gap" indemnification) as shall be reasonably required to
         induce the Title Company to issue the Title Policies and endorsements
         contemplated in subparagraph (iii) above;

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

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                  (F)      with respect to each Mortgaged Real Property, copies
         of all leases in which any Group Company holds the lessor's interest or
         other agreements relating to possessory interests of any Group Company,
         if any. To the extent any of the foregoing encumber any Mortgaged Real
         Property, such agreement shall be subordinate to the Lien of the
         Mortgage to be recorded against such Mortgaged Real Property, either
         expressly by its terms or pursuant to a subordination, non-disturbance
         and attornment agreement;

                  (G)      with respect to each Mortgaged Real Property, each
         Group Company 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 Real Property, including the use of forms provided by state
         or local agencies, where such forms exist, whether to Borrower or to or
         with the state or local agency;

                  (H)      with respect to each Mortgaged Real Property, a legal
         opinion from counsel licensed in the state in which the Mortgaged Real
         Property is located in form and substance reasonably satisfactory to
         Collateral Agent; and

                  (I)      a Survey of any such Mortgaged Real Property.

The Mortgages and 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 due and
payable in connection therewith shall be paid in full. Such Credit Party shall
otherwise take such actions and execute and/or deliver to the Collateral Agent
such documents as the Administrative Agent shall reasonably require to confirm
the validity, perfection and priority of the Lien of any existing Mortgage or
new Mortgage against such after-acquired Real Property within 60 days after
prompt notice of the acquisition of such after-acquired Real Property is
provided to the Collateral Agent.

                           SECTION 5.12. SECURITY INTERESTS; FURTHER ASSURANCES.
Each Credit Party shall, at its own cost and expense, take any and all actions
necessary to defend title to the Collateral against all persons and to defend
the security interest of the Collateral Agent in the Collateral and the priority
thereof against any Lien not expressly permitted pursuant to Section 6.02 of the
Credit Agreement. Promptly, upon the reasonable request of the Administrative
Agent or the Collateral Agent, at Borrower'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 Collateral Documents or otherwise deemed by 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 superior to and prior to the rights of all third persons other
than the holders of Permitted Liens and subject to other Liens except as
permitted by the Security Documents, or obtain any consents, including, without
limitation, access agreements or landlord or similar Lien waivers and consents,
as may be reasonably necessary in connection therewith, and as may be obtained
by using commercially reasonable efforts. Deliver or cause to be delivered to
the Administrative Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent as the Administrative 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 or the Collateral Agent of any power, right, privilege or remedy pursuant
to any Loan Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority or any other
person, execute and deliver and/or obtain all applications, certifications,
instruments and other documents and papers that the Administrative Agent or the
Collateral Agent may be so required to obtain.

                                      -73-

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                           SECTION 5.13. REDEMPTION NOTES. If any Public Debt
Securities were outstanding as of the Closing Date and Borrower did not mail a
notice of redemption with respect thereto on the Closing Date, then Borrower
shall mail such notice on the Business Day following the Closing Date in
accordance with the terms of the Indenture. If any Senior Preferred Stock was
outstanding as of the Closing Date and Borrower did not mail a notice of
redemption with respect thereto on the Closing Date, then Borrower shall mail
such notice on the Business Day following the Closing Date in accordance with
the terms of its certificate of incorporation.

                           SECTION 5.14. POST-CLOSING MATTERS. (a) The
applicable Credit Parties shall obtain and deliver to the Collateral Agent,
within the time periods set forth below (unless waived or extended by the
Collateral Agent in its discretion), to the extent such items have not provided
as of the Closing Date, the following:

                  (i)      Each of the items in clauses (i) through (viii) of
         Section 4.02(p) of this Agreement with respect to the Mortgaged Real
         Property located at 607/811 Hansen Way, Palo Alto, CA 94303, within ten
         (10) Business Days after the Closing Date;

                  (ii)     Favorable opinions from Jeffer, Mangels, Butler &
         Marmaro LLP and Gadsby Hannah LLP in form reasonably satisfactory to
         the Collateral Agent, as required by Section 4.02(h) of this Agreement,
         within ten (10) Business Days after the Closing Date;

                  (iii)    Survey for the Mortgaged Real Property located at 150
         Sohier Road Beverly, MA 01915-5595 within thirty (30) Business Days of
         the Closing Date;

                  (iv)     Endorsements to each Title Policy delivered, with
         respect to the Mortgaged Real Property located at 150 Sohier Road,
         Beverly, MA 01915-5595, removing the standard survey exceptions therein
         and providing the comprehensive and survey endorsements thereto, within
         ten (10) Business Days after the delivery of the Survey described in
         clause (iii) of this Section 5.14(a);

                  (v)      Insurance certificates as required by Section 4.02(q)
         of this Agreement, within ten (10) Business Days after the Closing
         Date;

                  (vi)     The certificate or certificates, representing the
         Equity Interests of Holdings, together with undated stock powers
         executed and delivered in blank by a duly authorized officer of Parent
         within ten (10) Business Days after the Closing Date; and

                  (vii)    The certificates, representing 65% of the Equity
         Interests of each Foreign Subsidiary together with undated stock powers
         executed and delivered in blank by a duly authorized officer of such
         Subsidiary's parent within forty five (45) days of the Closing Date, to
         the extent that certificates representing 65% of such Equity Interests
         could not be delivered on the Closing Date due to the denominations of
         such existing certificates,

         (b)      The applicable Credit Parties shall use their commercially
reasonable efforts to obtain and deliver to the Collateral Agent (unless waived
or extended by the Collateral Agent in its discretion), within the time periods
set forth below, to the extent such items have not provided as of the Closing
Date, the following:

                  (i)      Landlord Waiver and Consents from Varian, Inc.,
         relating to that certain sublease dated August 10, 1995, as amended,
         and Varian Medical Systems, Inc. relating to that certain sublease
         dated April 1, 1999, in form and substance reasonably satisfactory to
         the Collateral Agent for the Real Property located at 3120 Hansen Way,
         Palo Alto, CA 94303, within forty-five (45) days after the Closing
         Date; and

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                  (ii)     Landlord Access Agreements for the Real Properties
         located at 2045 Route 35 South, Suite 101, South Amboy, NJ; 5205
         Babcock Street N.E., Suite 2, Palm Bay, FL and 4130 Linden Avenue,
         No.255 Dayton, OH 45432, in form and substance reasonably acceptable to
         the Collateral Agent, unless the Collateral Agent, in its reasonable
         judgment, waives such delivery, with respect to each of the leased Real
         Properties set forth in this clause (ii), within forty-five (45) days
         after the Closing Date.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Holdings and Parent (each only with respect to Section
6.12(a)) and each Loan Party covenants and agrees with each Lender that, so long
as this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired or been fully cash
collateralized and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing, Holdings and
Parent (each only with respect to Section 6.12(a)) will not, Borrower will not,
nor will Borrower cause or permit any Subsidiary to:

                           SECTION 6.01. Indebtedness. Incur, create, assume or
permit to exist, directly or indirectly, any Indebtedness, except:

                  (a)      Indebtedness incurred pursuant to this Agreement and
         the other Loan Documents;

                  (b)      non-speculative Interest Rate Protection Agreements
         which may be entered into from time to time by any Company and which
         such Company in good faith believes will provide protection against
         fluctuations in interest rates with respect to floating rate
         Indebtedness then outstanding, and permitted to remain outstanding,
         pursuant to the other provisions of this Section 6.01;

                  (c)      Indebtedness under Hedging Agreements (other than
         Interest Rate Protection Agreements) entered into from time to time by
         any Company in accordance with Section 6.03(c);

                  (d)      intercompany Indebtedness of the Companies
         outstanding to the extent permitted by Section 6.03(d);

                  (e)      Indebtedness in respect of Purchase Money Obligations
         and Capital Lease Obligations and refinancings or renewals thereof, in
         an aggregate amount not to exceed at any time outstanding $7.5 million
         at that time;

                  (f)      Indebtedness in respect of workers' compensation
         claims, self-insurance obligations, performance bonds, surety appeal or
         similar bonds and completion guarantees provided by a Company in the
         ordinary course of its business;

                  (g)      other Indebtedness of any Company not to exceed $10.0
         million in aggregate principal amount at any time outstanding;

                  (h)      Contingent Obligations in respect of Indebtedness
         otherwise permitted under Section 6.01;

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                  (i)      Acquired Indebtedness in an aggregate principal
         amount that shall not exceed $10.0 million since the Closing Date;

                  (j)      the Senior Subordinated Notes and the Senior
         Subordinated Note Guarantees (including any notes and guarantees issued
         in exchange therefor in accordance with the registration rights
         document entered into in connection with the issuance of the Senior
         Subordinated Notes and Senior Subordinated Note Guarantees); and

                  (k)      Indebtedness of any Foreign Subsidiary not to exceed
         $10.0 million in aggregate principal amount at any time outstanding.

                           SECTION 6.02. LIENS. Create, incur, assume or permit
to exist, directly or indirectly, any Lien on any property now owned or
hereafter acquired by it or on any income or revenues or rights in respect of
any thereof, except that the following (the "PERMITTED LIENS") shall be
permitted:

                  (a)      inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or delinquent and Liens for
         taxes, assessments or governmental charges or levies, which (i) are
         being contested in good faith by appropriate proceedings for which
         adequate reserves have been established in accordance with GAAP, which
         proceedings (or orders entered in connection with such proceedings)
         have the effect of preventing the forfeiture or sale of the property or
         assets subject to any such Lien, or (ii) in the case of any such charge
         or claim which has or may become a Lien against any of the Collateral,
         such Lien and the contest thereof shall satisfy the Contested
         Collateral Lien Conditions.

                  (b)      Liens in respect of property of any Company imposed
         by law which were incurred in the ordinary course of business and do
         not secure Indebtedness for borrowed money including Liens arising
         under 42 U.S.C. Section 9607(l) and similar Environmental Laws and
         those such as carriers', warehousemen's, materialmen's, landlords',
         workmen's, suppliers', repairmen's and mechanics' Liens and other
         similar Liens arising in the ordinary course of business, and (i) which
         do not in the aggregate materially detract from the value of the
         property of the Companies, taken as a whole, and do not materially
         impair the use thereof in the operation of the business of the
         Companies, taken as a whole or (ii) which are being contested in good
         faith by appropriate proceedings for which adequate reserves have been
         established in accordance with GAAP, which proceedings (or orders
         entered in connection with such proceedings) have the effect of
         preventing the forfeiture or sale of the property or assets subject to
         any such Lien, and (iii) in the case of any such Lien which has or may
         become a Lien against any of the Collateral, such Lien and the contest
         thereof shall satisfy the Contested Collateral Lien Conditions;

                  (c)      easements, rights-of-way, restrictions (including
         zoning restrictions), covenants, encroachments, protrusions and other
         similar charges or encumbrances, and minor title deficiencies on or
         with respect to any Real Property, in each case whether now or
         hereafter in existence, (i) not securing Indebtedness and (ii) not
         individually or in the aggregate materially interfering with the
         conduct of the business of the Companies at such property;

                  (d)      Liens arising out of judgments or awards not
         resulting in an Event of Default;

                  (e)      Liens (other than any Lien imposed by ERISA) (i)
         imposed by law or deposits made in connection therewith in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, (ii)
         incurred in the ordinary course of business to secure the performance
         of tenders, statutory obligations (other than excise taxes), surety,
         stay, customs and appeal bonds, statutory bonds, bids, leases,
         government

                                      -76-

<PAGE>

         contracts, trade contracts, performance and return of money bonds and
         other similar obligations (exclusive of obligations for the payment of
         borrowed money) or (iii) arising by virtue of deposits made in the
         ordinary course of business to secure liability for premiums to
         insurance carriers;

                  (f)      Liens arising out of conditional sale, title
         retention, consignment or similar arrangements for the sale of goods
         entered into by any Company in the ordinary course of business in
         accordance with the past practices of such Company;

                  (g)      Liens arising pursuant to Purchase Money Obligations
         or Capital Lease Obligations incurred pursuant to Section 6.01(e);
         provided that (i) the Indebtedness secured by any such Lien (including
         refinancings thereof) does not exceed 100% of the cost of the property
         being acquired or leased at the time of the incurrence of such
         Indebtedness and (ii) any such Liens attach only to the property being
         financed pursuant to such Purchase Money Obligations or Capital Lease
         Obligations and do not encumber any other property of any Company;

                  (h)      bankers' Liens, rights of setoff and other similar
         Liens existing solely with respect to cash and Cash Equivalents on
         deposit in one or more accounts maintained by any Company, in each case
         granted in the ordinary course of business in favor of the bank or
         banks with which such accounts are maintained, securing amounts owing
         to such bank with respect to cash management and other account
         arrangements, including those involving pooled accounts and netting
         arrangements; provided that in no case shall any such Liens secure
         (either directly or indirectly) the repayment of any Indebtedness for
         borrowed money;

                  (i)      Liens on assets of a person existing at the time such
         person is acquired or merged with or into or consolidated with any
         Company (and not created in anticipation or contemplation thereof);
         provided that such Liens do not extend to assets not subject to such
         Liens at the time of acquisition (other than improvements thereon) and
         are no more favorable to the lienholders than the existing Lien;

                  (j)      Liens pursuant to the Security Documents;

                  (k)      Licenses of Intellectual Property granted by any
         Company in the ordinary course of business and not interfering in any
         material respect with the ordinary conduct of the business of the
         Companies taken as a whole;

                  (l)      other Liens securing Indebtedness or that are
         incurred in the ordinary course of business of any Company; provided
         that the obligations so secured do not in the aggregate exceed $1.0
         million at any time outstanding;

                  (m)      Liens in favor of any Loan Party to secure
         intercompany Indebtedness;

                  (n)      Liens deemed to exist in connection with Investments
         in repurchase agreements for Cash Equivalents permitted under Section
         6.04;

                  (o)      Liens securing Hedging Obligations to the extent such
         Hedging Obligations are permitted by Sections 6.01(b), 6.01(c) and
         6.03(c);

                  (p)      the existence of the "equal and ratable" clause in
         the Senior Subordinated Note Documents (but not any security interests
         granted pursuant thereto); and

                                      -77-

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                  (q)      Liens securing Indebtedness of Foreign Subsidiaries
         permitted under Section 6.01(k) provided that such Liens shall not
         exist, directly or indirectly, on any Collateral;

provided, however, that no Liens other than pursuant to clauses (a) and (n)
shall be permitted to exist, directly or indirectly, on any Securities
Collateral (as defined in the Security Agreement). Notwithstanding the
foregoing, no consensual mortgage or other Lien shall be permitted to exist on
the San Carlos Facility (other than mortgages or Liens required pursuant to the
San Carlos Agreement) and no agreement, instrument, deed or lease shall prohibit
or limit the ability of any Credit Party to create, incur, assume or suffer to
exist a Lien in favor of any of the Secured Parties upon the San Carlos
Facility, or which requires the grant of any security for an obligation if
security is granted to secure the Obligations (other than pursuant to mortgages
or Liens required pursuant to the San Carlos Agreement).

                           SECTION 6.03. INVESTMENT, LOAN AND ADVANCES. Directly
or indirectly, lend money or credit or make advances to any person, or purchase
or acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other person, or purchase or own a futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract (all of
the foregoing, collectively, "INVESTMENTS"), except that the following shall be
permitted:

                  (a)      the Companies may consummate the Transactions in
         accordance with the provisions of the Transaction Documents;

                  (b)      the Companies may (i) acquire and hold accounts
         receivables owing to any of them if created or acquired in the ordinary
         course of business and payable or dischargeable in accordance with
         customary terms, (ii) acquire and hold cash and Cash Equivalents, (iii)
         endorse negotiable instruments for collection in the ordinary course of
         business or (iv) make lease, utility and other similar deposits in the
         ordinary course of business;

                  (c)      the Companies may enter into Interest Rate Protection
         Agreements to the extent permitted by Section 6.01(b) and may enter
         into and perform their obligations under Hedging Agreements entered
         into in the ordinary course of business and so long as any such Hedging
         Agreement is not speculative in nature and is (i) related to income
         derived from foreign operations of any Company or otherwise related to
         purchases permitted hereunder from foreign suppliers or (ii) entered
         into to protect such Companies against fluctuations in the prices of
         raw materials used in their businesses;

                  (d)      (1) any Company may make intercompany loans to any
         Loan Party or, in the case of the Closing Date Intercompany Loan, to
         Holdings and any Loan Party may make intercompany loans and advances to
         any other Loan Party; provided that (i) such loan shall be evidenced by
         the Intercompany Note and shall be pledged (and delivered) by such Loan
         Party that is the lender of such intercompany loan as Collateral
         pursuant to the Security Agreement, (ii) any loans made by any Foreign
         Subsidiary or Non Guarantor Subsidiary to any Loan Party pursuant to
         this paragraph (d) shall be subordinated to the obligations of the Loan
         Parties pursuant to the Intercompany Note and (iii) in the case of the
         Closing Date Intercompany Loan, (A) the proceeds thereof are used in
         accordance with Section 3.11 and (B) the amount thereof shall be the
         minimum amount necessary to consummate the Transactions and (2) (i)
         Borrower may make Investments in any Subsidiary Guarantor, (ii) any
         Company may make Investments in Borrower, (iii) any Subsidiary
         Guarantor may make Investments in another Subsidiary Guarantor and (iv)
         any Non-Guarantor Subsidiary may make Investments in any other
         Non-Guarantor Subsidiary; provided that any such Investment in the form
         of an intercompany loan shall meet the requirements set forth in clause
         (1) above;

                                      -78-

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                  (e)      Borrower and the Subsidiaries may make loans and
         advances (including payroll, travel and entertainment related advances)
         in the ordinary course of business to their respective employees so
         long as the aggregate principal amount thereof at any time outstanding
         (determined without regard to any write-downs or write-offs of such
         loans and advances) shall not exceed $3.0 million;

                  (f)      Borrower and the Subsidiaries may sell or transfer
         assets to the extent permitted by Section 6.04 (other than clause (c)
         thereof);

                  (g)      Borrower may establish (i) Wholly Owned Subsidiaries
         to the extent permitted by Section 6.11 and (ii) non-Wholly Owned
         Subsidiaries and/or joint ventures to the extent that Investments in
         such non-Wholly Owned Subsidiaries and/or joint ventures shall not
         exceed $5.0 million at any time outstanding, after taking into account
         amounts returned in cash (including upon disposition);

                  (h)      Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers;

                  (i)      Investments made by Borrower or any Subsidiary as a
         result of consideration received in connection with an Asset Sale made
         in compliance with Section 6.04;

                  (j)      Investments consisting of advances, loans and/or
         other extensions of credit to officers, directors and employees of
         Borrower or any of its Subsidiaries made in connection with the
         purchase by such persons of Equity Interests of Parent so long as the
         cash proceeds of such purchase as received by Parent are
         contemporaneously remitted by Parent to Holdings and by Holdings to
         Borrower as capital contributions;

                  (k)      Investments by Borrower in the Collateral Account and
         LC Sub-Account, and other Investments in other demand deposit accounts;

                  (l)      Investments constituting Permitted Acquisitions;

                  (m)      Investments by Borrower or any Subsidiary of up to
         $50.0 million in the aggregate, to the extent such Investments are
         funded with the proceeds from issuances of Equity Interests of Parent;

                  (n)      other Investments by Borrower or any Subsidiary in an
         aggregate amount not to exceed $5.0 million at any time;

                  (o)      Investments in Foreign Subsidiaries not to exceed
         $10.0 million at any time outstanding; provided that Investments
         pursuant to this clause (o) and clause (p) below shall not, in the
         aggregate, exceed $50.0 million at any time outstanding; and

                  (p)      Investments in Canadian Subsidiaries made in the form
         of an intercompany loan from a Loan Party used solely to effect
         Permitted Acquisitions, in an amount not to exceed $50.0 million (less
         the amount of Investments outstanding under clause (o) above) at any
         time outstanding; provided that such intercompany loan is evidenced by
         an intercompany note pledged to the Collateral Agent as security for
         the Obligations. Such intercompany note shall be secured by all assets
         and property acquired (and all assets and property of any entities
         acquired) in connection with such Permitted Acquisition and pursuant to
         documentation as set forth in Sections 5.11

                                      -79-

<PAGE>

         and 5.12 as if such Canadian Subsidiary were a Credit Party or such
         comparable documentation as shall be reasonably acceptable to the
         Collateral Agent.

                           SECTION 6.04. MERGERS, CONSOLIDATIONS, SALES OF
ASSETS AND ACQUISITIONS. Wind up, liquidate or dissolve its affairs or enter
into any transaction of merger or consolidation, or convey, sell, lease or
otherwise dispose of all or any part of its property or assets, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets of any person (or agree to do any of the foregoing at any
future time), except that:

                  (a)      Capital Expenditures by Borrower and the Subsidiaries
         shall be permitted to the extent permitted by Section 6.07(d);

                  (b)      (i) purchases or other acquisitions of tangible and
         intangible assets in the ordinary course of business shall be
         permitted, (ii) sales, transfers or dispositions of inventory shall be
         permitted, (iii) Asset Sales of used, worn out, obsolete or surplus
         property by any Company in the ordinary course of business and the
         abandonment or other disposition of assets that are, in the reasonable
         judgment of Borrower, no longer economically practicable to maintain or
         useful in the conduct of the business of the Companies taken as a whole
         shall be permitted and (iv) subject to Section 2.10(c), the sale, lease
         or other disposal of any other assets shall be permitted;

                  (c)      Investments to the extent permitted by Section 6.03
         (other than clause (f) thereof);

                  (d)      Borrower and the Subsidiaries may sell Cash
         Equivalents in the ordinary course of business;

                  (e)      Borrower and the Subsidiaries may lease (as lessee or
         lessor) real or personal property and may guaranty such lease in the
         ordinary course of business;

                  (f)      the Transactions shall be permitted as contemplated
         by the Transaction Documents;

                  (g)      Borrower and the Subsidiaries may consummate
         Permitted Acquisitions;

                  (h)      any Loan Party may be merged into Borrower (as long
         as Borrower is the surviving corporation of such merger and remains a
         Wholly Owned Subsidiary of Holdings) or any other Wholly Owned
         Subsidiary Guarantor; provided, however, that the Lien on and security
         interest in such property granted in favor of the Collateral Agent
         under the Security Documents shall be maintained in accordance with the
         provisions of Section 5.12;

                  (i)      any Subsidiary may dissolve, liquidate or wind up its
         affairs at any time (including, without limitation, by converting from
         a corporation to a limited liability company or other entity); provided
         that such dissolution, liquidation or winding up, as applicable, could
         not reasonably be expected to have a Material Adverse Effect;

                  (j)      Asset Sales by any Company to any other Company shall
         be permitted; provided that any such Asset Sale involving a Subsidiary
         that is not a Loan Party shall be made in compliance with Section 6.06;

                  (k)      Holdings may be merged with and into Borrower and
         Borrower may be merged with and into Holdings; provided that (i)
         following any such merger, all references in the Loan

                                      -80-

<PAGE>

         Documents to Holdings shall be deemed to be references to Parent and
         (ii) if Holdings is the surviving entity then all references to
         Borrower in the Loan Documents shall be deemed to be references to the
         surviving entity and, in each case, the Loan Parties shall take such
         actions as the Administrative Agent or the Collateral Agent may request
         to provide for the valid assumption of the Obligations and to confirm
         the validity and perfection of the security interests granted to the
         Collateral Agent for the benefit of the Secured Parties to secure the
         Obligations; and

                  (l)      Equity Interests may be issued to the extent
         permitted by Section 6.10.

To the extent the Required Lenders waive the provisions of this Section 6.04
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.04, such Collateral (unless sold to a Company) shall
be sold free and clear of the Liens created by the Security Documents, and the
Agents shall take all actions deemed appropriate in order to effect the
foregoing.

                           SECTION 6.05. DIVIDENDS. Authorize, declare or pay,
directly or indirectly, any Dividends with respect to any Company, except that:

                  (a)      any Subsidiary of Borrower (i) may pay cash Dividends
         to Borrower or any Wholly Owned Subsidiary of Borrower and (ii) if such
         Subsidiary is not a Wholly Owned Subsidiary of Borrower, may pay cash
         Dividends to its shareholders generally so long as Borrower or its
         Subsidiary which owns the equity interest or interests in the
         Subsidiary paying such Dividends receives at least its proportionate
         share thereof (based upon its relative holdings of equity interests in
         the Subsidiary paying such Dividends and taking into account the
         relative preferences, if any, of the various classes of equity
         interests in such Subsidiary);

                  (b)      so long as no Default exists or would result
         therefrom, Borrower may pay Dividends to Holdings for the purpose of
         paying Dividends to Parent in order to enable Parent to repurchase
         outstanding shares of its capital stock (or options to purchase such
         capital stock) following the death, disability, retirement or
         termination of employment of employees, officers or directors of any
         Company or upon the exercise by any such person of any "put" right in
         respect of any such capital stock (or options); provided that the
         aggregate amount of Dividends paid by Borrower pursuant to this
         paragraph (b) shall not exceed an aggregate amount of $3.0 million
         (exclusive of any amounts repaid to Borrower concurrently therewith in
         respect of loans made pursuant to Section 6.03(j);

                  (c)      Borrower may pay cash Dividends to Holdings for the
         purpose of paying cash Dividends to Parent, so long as all proceeds
         thereof are promptly used by Parent to pay its franchise taxes and
         operating expenses incurred in the ordinary course of business and
         other corporate overhead costs and expenses (including legal and
         accounting expenses and similar expenses and customary fees to
         non-officer directors of Parent); provided that the aggregate amount of
         Dividends paid to Holdings pursuant to this clause (c) shall not exceed
         $1.0 million in any fiscal year of Parent;

                  (d)      Borrower or any Subsidiary may pay cash Dividends to
         Holdings for the purpose of paying cash dividends to Parent in an
         amount not in excess of the federal and state (in such states that
         permit consolidated or combined tax returns) income tax liability that
         Borrower and the Subsidiaries would have been liable for if any of the
         Companies had filed their taxes on a stand-alone basis, for the purpose
         of paying such taxes; provided that such payments shall be made by
         Parent no earlier than five days prior to the date on which Parent is
         required to make its payments to the Internal Revenue Service, as
         applicable;

                                      -81-

<PAGE>

                  (e)      Borrower may pay Dividends to Holdings for the
         purpose of paying dividends to Parent of capital stock of Parent to the
         extent such capital stock of Parent is acquired by Borrower as a result
         of a foreclosure action following a default on an advance, loan and/or
         other extension of credit permitted pursuant to Section 6.03(j); and

                  (f)      Borrower may pay Dividends to the extent permitted by
         Section 6.06(h).

                           SECTION 6.06. TRANSACTIONS WITH AFFILIATES. Enter
into, directly or indirectly, any transaction or series of related transactions,
whether or not in the ordinary course of business, with any Affiliate of any
Company (other than between or among Borrower and the Subsidiary Guarantors),
other than on terms and conditions substantially as favorable to such Company as
would reasonably be obtained by such Company at that time in a comparable
arm's-length transaction with a person other than an Affiliate, except that:

                  (a)      Dividends may be paid to the extent provided in
         Section 6.05;

                  (b)      loans may be made and other transactions may be
         entered into between and among any Company and its Affiliates to the
         extent permitted by Sections 6.01(d) and 6.03(d);

                  (c)      customary director fees may be paid to directors of
         any Group Company;

                  (d)      Borrower or any Subsidiary may make payments to
         Holdings pursuant to a Tax Sharing Agreement; provided that such
         payments otherwise meet the requirements for Dividends paid in
         accordance with Section 6.05(d);

                  (e)      the Transactions may be effected;

                  (f)      transfers of cash and assets to Borrower or any
         Subsidiary Guarantor may be made;

                  (g)      commercially reasonable employment arrangements may
         be made with and compensation may be paid to the officers, directors,
         employees or consultants of any Company;

                  (h)      payments (in the form of Dividends or otherwise) of
         cash amounts received by any Group Company under any escrow agreements
         entered into under the Merger Agreement that do not constitute Escrow
         Proceeds may be made to Holdings or any of its Affiliates; and

                  (i)      the sale-leaseback transaction between Borrower and
         Holdings relating to the San Carlos Facility may be unwound.

                                      -82-

<PAGE>

                           SECTION 6.07. FINANCIAL COVENANTS.

                  (a)      MAXIMUM LEVERAGE RATIO. Permit the Leverage Ratio, as
of the last day of any Test Period, to exceed the ratio set forth opposite the
date in the table below which is closest to the last day of such Test Period:

<TABLE>
<CAPTION>
       DATE                                    LEVERAGE RATIO
-------------------------------------------------------------
<S>                                            <C>
   April 2, 2004                                 4.95 to 1.0
-------------------------------------------------------------
    July 2 2004                                  4.95 to 1.0
-------------------------------------------------------------
  October 1, 2004                                4.95 to 1.0
-------------------------------------------------------------
 December 31, 2004                               4.65 to 1.0
-------------------------------------------------------------
   April 1, 2005                                 4.65 to 1.0
-------------------------------------------------------------
    July 1 2005                                  4.65 to 1.0
-------------------------------------------------------------
September 30, 2005                               4.65 to 1.0
-------------------------------------------------------------
 December 30, 2005                               4.15 to 1.0
-------------------------------------------------------------
  March 31, 2006                                 4.15 to 1.0
-------------------------------------------------------------
   June 30, 2006                                 4.15 to 1.0
-------------------------------------------------------------
September 29, 2006                               4.15 to 1.0
-------------------------------------------------------------
 December 29, 2006                               3.50 to 1.0
-------------------------------------------------------------
  March 30, 2007                                 3.50 to 1.0
-------------------------------------------------------------
   June 29, 2007                                 3.50 to 1.0
-------------------------------------------------------------
September 28, 2007                               3.50 to 1.0
-------------------------------------------------------------
  January 4, 2008                                3.25 to 1.0
-------------------------------------------------------------
   April 4, 2008                                 3.25 to 1.0
-------------------------------------------------------------
   July 4, 2008                                  3.25 to 1.0
-------------------------------------------------------------
  October 3, 2008                                3.25 to 1.0
-------------------------------------------------------------
  January 2, 2009                                3.00 to 1.0
-------------------------------------------------------------
   April 3, 2009                                 3.00 to 1.0
-------------------------------------------------------------
   July 3, 2009                                  3.00 to 1.0
-------------------------------------------------------------
  October 2, 2009                                3.00 to 1.0
-------------------------------------------------------------
  January 1, 2010                                3.00 to 1.0
-------------------------------------------------------------
   April 2, 2010                                 3.00 to 1.0
-------------------------------------------------------------
   July 2, 2010                                  3.00 to 1.0
-------------------------------------------------------------
</TABLE>

                                      -83-

<PAGE>

                  (b)      MINIMUM INTEREST COVERAGE RATIO. Permit the
Consolidated Interest Coverage Ratio, for any Test Period, to be less than the
ratio set forth opposite the date in the table below which is closest to the
last day of such Test Period:

<TABLE>
<CAPTION>
       DATE                               INTEREST COVERAGE RATIO
-----------------------------------------------------------------
<S>                                       <C>
   April 2, 2004                                2.25 to 1.0
-----------------------------------------------------------------
    July 2 2004                                 2.25 to 1.0
-----------------------------------------------------------------
  October 1, 2004                               2.25 to 1.0
-----------------------------------------------------------------
 December 31, 2004                              2.50 to 1.0
-----------------------------------------------------------------
   April 1, 2005                                2.50 to 1.0
-----------------------------------------------------------------
    July 1 2005                                 2.50 to 1.0
-----------------------------------------------------------------
September 30, 2005                              2.50 to 1.0
-----------------------------------------------------------------
 December 30, 2005                              2.75 to 1.0
-----------------------------------------------------------------
  March 31, 2006                                2.75 to 1.0
-----------------------------------------------------------------
   June 30, 2006                                2.75 to 1.0
-----------------------------------------------------------------
September 29, 2006                              2.75 to 1.0
-----------------------------------------------------------------
 December 29, 2006                              3.00 to 1.0
-----------------------------------------------------------------
  March 30, 2007                                3.00 to 1.0
-----------------------------------------------------------------
   June 29, 2007                                3.00 to 1.0
-----------------------------------------------------------------
September 28, 2007                              3.00 to 1.0
-----------------------------------------------------------------
  January 4, 2008                               3.00 to 1.0
-----------------------------------------------------------------
   April 4, 2008                                3.00 to 1.0
-----------------------------------------------------------------
   July 4, 2008                                 3.00 to 1.0
-----------------------------------------------------------------
  October 3, 2008                               3.00 to 1.0
-----------------------------------------------------------------
  January 2, 2009                               3.00 to 1.0
-----------------------------------------------------------------
   April 3, 2009                                3.00 to 1.0
-----------------------------------------------------------------
   July 3, 2009                                 3.00 to 1.0
-----------------------------------------------------------------
  October 2, 2009                               3.00 to 1.0
-----------------------------------------------------------------
  January 1, 2010                               3.00 to 1.0
-----------------------------------------------------------------
   April 2, 2010                                3.00 to 1.0
-----------------------------------------------------------------
   July 2, 2010                                 3.00 to 1.0
-----------------------------------------------------------------
</TABLE>

                  (c)      MINIMUM FIXED CHARGE COVERAGE RATIO. Permit the
Consolidated Fixed Charge Coverage Ratio, for any Test Period to be less than
1.20 to 1.0.

                                      -84-

<PAGE>

                  (d)      LIMITATION ON CAPITAL EXPENDITURES. (i) Permit the
aggregate amount of Capital Expenditures made in any fiscal year to exceed $7.5
million; provided, however, that (x) if the aggregate amount of Capital
Expenditures made in any fiscal year shall be less than $7.5 million for such
fiscal year (before giving effect to any carryover), then an amount of such
shortfall not exceeding 75% of such maximum amount may be added to the amount of
Capital Expenditures permitted under this Section 6.07(d) for the immediately
succeeding (but not any other) fiscal year and (y) in determining whether any
amount is available for carryover, the amount expended in any fiscal year shall
first be deemed to be from the amount allocated to such fiscal year (before
giving effect to any carryover).

                           SECTION 6.08. PREPAYMENTS OF OTHER INDEBTEDNESS;
MODIFICATIONS OF CERTIFICATE OF INCORPORATION, OTHER CONSTITUTIVE DOCUMENTS OR
BY-LAWS AND CERTAIN OTHER AGREEMENTS, ETC. (i) Make (or give any notice in
respect thereof) 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; (ii)
cause or permit any other obligation (other than the Obligations and the
Guaranteed Obligations) to constitute Designated Senior Debt (or any similar
term), as defined in the documents governing any such Subordinated Indebtedness;
(iii) amend or modify, or permit the amendment or modification, assignment or
license of any Transaction Document (including, without limitation, all
documents relating to the Equity Financing) in each case except for amendments
or modifications which are not in any way adverse in any material respect to the
interests of the Lenders; or (iv) amend, modify or change the articles of
incorporation or other constitutive documents (including by the filing or
modification of any certificate of designation) or by-laws of Borrower and the
Subsidiaries, or any agreement entered into by them, with respect to their
capital stock (including any shareholders' agreement), or enter into any new
agreement with respect to their capital stock, other than any amendments,
modifications, agreements or changes pursuant to this clause (iv) which do not
in any way materially adversely affect in any material respect the interests of
the Lenders.

                           SECTION 6.09. LIMITATION ON CERTAIN RESTRICTIONS ON
SUBSIDIARIES. Directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make any other distributions on its capital
stock or any other interest or participation in its profits owned by Borrower or
any Subsidiary of Borrower, or pay any Indebtedness owed to Borrower or a
Subsidiary of Borrower, (b) make loans or advances to Borrower or any of
Borrower's Subsidiaries or (c) transfer any of its properties to Borrower or any
of Borrower's Subsidiaries, except for such encumbrances or restrictions
existing under or by reason of (i) applicable law; (ii) this Agreement and the
other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect
on the Closing Date; (iv) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of Borrower or a
Subsidiary of Borrower; (v) customary provisions restricting assignment of any
agreement entered into by Borrower or a Subsidiary of Borrower in the ordinary
course of business; (vi) any holder of a Lien permitted by Section 6.02 may
restrict the transfer of the asset or assets subject thereto; (vii) restrictions
which are not more restrictive than those contained in this Agreement contained
in any documents governing any Indebtedness incurred after the Closing Date in
accordance with the provisions of this Agreement; (viii) customary restrictions
and conditions contained in any agreement relating to the sale of any property
permitted under Section 6.04 pending the consummation of such sale; (ix) any
agreement in effect at the time such Subsidiary becomes a Subsidiary of
Borrower, so long as such agreement was not entered into in contemplation of
such person becoming a Subsidiary of Borrower; or (x) in the case of any joint
venture which is not a Loan Party in respect of any matters referred to in
clauses (b) and (c) above, restrictions in such person's organizational or
governing documents or pursuant to any joint venture agreement or stockholders
agreement solely to the extent of the Equity Interests of or assets held in the
subject joint venture or other entity.

                                      -85-

<PAGE>

                           SECTION 6.10. LIMITATION ON ISSUANCE OF CAPITAL
STOCK. Borrower will not, and will not permit any Subsidiary to, issue any
Equity Interest (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, Equity Interests, except
(i) for stock splits, stock dividends and additional Equity Interest issuances
which do not decrease the percentage ownership of Borrower or any Subsidiaries
in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of
Borrower formed after the Closing Date pursuant to Section 6.11 may issue Equity
Interests to Borrower or the Subsidiary of Borrower which is to own such stock;
and (iii) Borrower may issue common stock that is Qualified Capital Stock to
Holdings. All Equity Interests issued in accordance with this Section 6.10
shall, to the extent required by Section 5.11 or the Security Agreement, be
delivered to the Collateral Agent for pledge pursuant to the Security Agreement.

                           SECTION 6.11. LIMITATION ON CREATION OF SUBSIDIARIES.
Establish, create or acquire any additional Subsidiaries without the prior
written consent of the Required Lenders; provided that Borrower may (a)
establish or create one or more Wholly Owned Subsidiaries of Borrower or one of
its Wholly Owned Subsidiaries without such consent so long as (i) the relevant
percentage of the Equity Interest of any new Subsidiary is upon the creation or
establishment of any such new Subsidiary pledged and delivered to the Collateral
Agent for the benefit of the Secured Parties under the Security Agreement in
accordance with Section 5.11; and (ii) upon the creation or establishment of any
such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the
applicable Security Documents and shall become a Subsidiary Guarantor hereunder
and execute a Joinder Agreement and the other Loan Documents to the extent
required by Section 5.11; and (b) establish, create or acquire one or more
Subsidiaries that are not Wholly Owned Subsidiaries without such consent if such
Subsidiaries are acquired in connection with a Permitted Acquisition or pursuant
to Investments permitted by Section 6.03(g).

                           SECTION 6.12. BUSINESS. (a) With respect to Holdings
and Parent, engage in any business activities or have any assets or liabilities,
other than (i) its ownership of the Equity Interests of Borrower and Holdings,
respectively, (ii) the issuances of guarantees of Indebtedness of Borrower and
pledges of Equity Interests, to the extent such Indebtedness and pledges of
Equity Interests are permitted by this Agreement, (iii) issuances of its Equity
Interests and other activities expressly permitted by this Agreement, (iv) in
the case of Holdings, the borrowing of funds from Borrower pursuant to the
Closing Date Intercompany Loan and (v) activities and assets reasonably related
to the foregoing clauses (i), (ii), (iii) and (iv).

                  (b)      With respect to Borrower and the Subsidiaries, engage
(directly or indirectly) in any business other than those businesses in which
Borrower and its Subsidiaries are engaged on the Closing Date (or which are
similar, complementary or reasonably related thereto or are reasonable
extensions thereof).

                           SECTION 6.13. LIMITATION ON ACCOUNTING CHANGES. Make
or permit any change in accounting policies or reporting practices without the
consent of the Required Lenders, which consent shall not be unreasonably
withheld, except changes that, in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect or are required by GAAP.

                           SECTION 6.14. FISCAL YEAR. Change its fiscal year-end
to a date other than the Friday closest to September 30.

                           SECTION 6.15. SALE AND LEASEBACK TRANSACTIONS. Enter
into any arrangement, directly or indirectly, with any person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as

                                      -86-

<PAGE>

the property being sold or transferred unless (i) the sale of such property is
permitted by Section 6.04 and (ii) any Liens arising in connection with its use
of such property are permitted by Section 6.02.

                           SECTION 6.16. ANTI-TERRORISM LAW; ANTI-MONEY
LAUNDERING. (a) Directly or indirectly, (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 3.22, (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
Loan Parties shall deliver to the Lenders any certification or other evidence
requested from time to time by the Administrative Agent in its reasonable
discretion, confirming the Loan Parties' compliance with this Section 6.16).

                  (b)      Knowingly cause or permit any of the funds of such
Loan Party that are used to repay the Loans to be derived from any unlawful
activity with the result that the making of the Loans would be in violation of
law.

                                   ARTICLE VII

                                    GUARANTEE

                           SECTION 7.01. THE GUARANTEE. The Guarantors hereby
jointly and severally guarantee as a primary obligor and not as a surety to each
Secured Party and their respective successors and assigns the prompt payment in
full when due (whether at stated maturity, by acceleration or otherwise) of the
principal of and interest (including any interest, fees, costs or charges that
would accrue but for the provisions of the Bankruptcy Code after any bankruptcy
or insolvency petition under the Bankruptcy Code) on the Loans made by the
Lenders to, and the Notes held by each Lender of, Borrower, and all other
Obligations from time to time owing to the Secured Parties by any Credit Party
under any Loan Document or Interest Rate Protection Agreement relating to the
Loans, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the "GUARANTEED OBLIGATIONS"). The
Guarantors hereby jointly and severally agree that if Borrower or other
Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors
will promptly pay the same, without any demand or notice whatsoever, and that in
the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

                           SECTION 7.02. OBLIGATIONS UNCONDITIONAL. The
obligations of the Guarantors under Section 7.01 shall constitute a guaranty of
payment and are absolute, irrevocable and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if
any, or any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations and, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or Guarantor
(except for payment in full). Without limiting the generality of the foregoing,
it is agreed that the occurrence of any one or more of the following shall not
alter or impair the liability of the Guarantors hereunder, which shall remain
absolute, irrevocable and unconditional under any and all circumstances as
described above:

                                      -87-

<PAGE>

                  (i)      at any time or from time to time, without notice to
         the Guarantors, the time for any performance of or compliance with any
         of the Guaranteed Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii)     any of the acts mentioned in any of the provisions of
         this Agreement or the Notes, if any, or any other agreement or
         instrument referred to herein or therein shall be done or omitted;

                  (iii)    the maturity of any of the Guaranteed Obligations
         shall be accelerated, or any of the Guaranteed Obligations shall be
         amended in any respect, or any right under the Loan Documents or any
         other agreement or instrument referred to herein or therein shall be
         amended or waived in any respect or any other guarantee of any of the
         Guaranteed Obligations or any security therefor shall be released or
         exchanged in whole or in part or otherwise dealt with;

                  (iv)     any Lien or security interest granted to, or in favor
         of, Issuing Bank or any Lender or Agent as security for any of the
         Guaranteed Obligations shall fail to be perfected; or

                  (v)      the release of any other Guarantor.

                  The Guarantors hereby expressly waive diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
any Credit Party exhaust any right, power or remedy or proceed against Borrower
under this Agreement or the Notes, if any, or any other agreement or instrument
referred to herein or therein, or against any other person under any other
guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors
waive any and all notice of the creation, renewal, extension, waiver,
termination or accrual of any of the Guaranteed Obligations and notice of or
proof of reliance by any Secured Party upon this Guarantee or acceptance of this
Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this
Guarantee, and all dealings between Borrower and the Secured Parties shall
likewise be conclusively presumed to have been had or consummated in reliance
upon this Guarantee. This Guarantee shall be construed as a continuing,
absolute, irrevocable and unconditional guarantee of payment without regard to
any right of offset with respect to the Guaranteed Obligations at any time or
from time to time held by the Secured Parties, and the obligations and
liabilities of the Guarantors hereunder shall not be conditioned or contingent
upon the pursuit by the Secured Parties or any other person at any time of any
right or remedy against Borrower or against any other person which may be or
become liable in respect of all or any part of the Guaranteed Obligations or
against any collateral or guarantee therefor or right of offset with respect
thereto. This Guarantee shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Guarantors and the
successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and assigns, notwithstanding that from time to
time during the term of this Agreement there may be no Guaranteed Obligations
outstanding.

                           SECTION 7.03. REINSTATEMENT. The obligations of the
Guarantors under this Article VII shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of a Credit Party in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly
and severally agree that they will indemnify each Secured Party on demand for
all reasonable out-of-pocket costs and expenses (including reasonable fees of
counsel) incurred by such Secured Party in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy,

                                      -88-

<PAGE>

insolvency or similar law, other than any costs or expenses resulting from the
gross negligence or bad faith or willful misconduct of such Secured Party.

                           SECTION 7.04. SUBROGATION; SUBORDINATION. Each
Guarantor hereby agrees that until the payment and satisfaction in full in cash
of all Guaranteed Obligations and the expiration and termination of the
Commitments of the Lenders under this Agreement it shall not exercise any right
or remedy arising by reason of any performance by it of its guarantee in Section
7.01, whether by subrogation or otherwise, against Borrower or any other
Guarantor of any of the Guaranteed Obligations or any security for any of the
Guaranteed Obligations. The payment of any amounts due with respect to any
indebtedness of Borrower or any other Guarantor now or hereafter owing to any
Guarantor or Borrower by reason of any payment by such Guarantor under the
Guarantee in this Article VII is hereby subordinated to the prior payment in
full in cash of the Guaranteed Obligations. In addition, any Indebtedness of the
Guarantors now or hereafter held by any Guarantor is hereby subordinated in
right of payment in full in cash to the Guaranteed Obligations. Each Guarantor
agrees that it will not demand, sue for or otherwise attempt to collect any such
indebtedness of Borrower to such Guarantor until the Obligations shall have been
paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor
shall prior to the payment in full in cash of the Guaranteed Obligations
collect, enforce or receive any amounts in respect of such indebtedness, such
amounts shall be collected, enforced and received by such Guarantor as trustee
for the Secured Parties and be paid over to Administrative Agent on account of
the Guaranteed Obligations without affecting in any manner the liability of such
Guarantor under the other provisions of the guaranty contained herein. Any
Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be
subordinated to such Loan Party's Obligations in the manner set forth in the
Intercompany Note evidencing such Indebtedness.

                           SECTION 7.05. REMEDIES. The Guarantors jointly and
severally agree that, as between the Guarantors and the Lenders, the obligations
of Borrower under this Agreement and the Notes, if any, may be declared to be
forthwith due and payable as provided in Article VIII (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Article VIII) for purposes of Section 7.01, notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against Borrower and that, in the
event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by Borrower) shall forthwith become due and payable by the Guarantors for
purposes of Section 7.01.

                           SECTION 7.06. INSTRUMENT FOR THE PAYMENT OF MONEY.
Each Guarantor hereby acknowledges that the guarantee in this Article VII
constitutes an instrument for the payment of money, and consents and agrees that
any Lender or Agent, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to
bring a motion-action under New York CPLR Section 3213 to the extent permitted
thereunder.

                           SECTION 7.07. GENERAL LIMITATION ON GUARANTEE
OBLIGATIONS. In any action or proceeding involving any state corporate law, or
any state, federal or foreign bankruptcy, insolvency, reorganization or other
law affecting the rights of creditors generally, if the obligations of any
Subsidiary Guarantor under Section 7.01 would otherwise be held or determined to
be void, voidable, invalid or unenforceable, or subordinated to the claims of
any other creditors, on account of the amount of its liability under Section
7.01, then, notwithstanding any other provision to the contrary, the amount of
such liability shall, without any further action by such Guarantor, any other
Credit Party or any other person, be automatically limited and reduced to the
highest amount that is valid and enforceable and not subordinated to the claims
of other creditors as determined in such action or proceeding.

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                                  ARTICLE VIII

                                EVENTS OF DEFAULT

                           SECTION 8.01. EVENTS OF DEFAULT. In case of the
happening of any of the following events ("EVENTS OF DEFAULT"):

                  (a)      default shall be made in the payment of any principal
         of, or premium on, any Loan or the reimbursement with respect to any LC
         Disbursement when and as the same shall become due and payable, whether
         at the due date thereof (including a Term Loan Repayment Date) or at a
         date fixed for prepayment thereof or by acceleration thereof or
         otherwise;

                  (b)      default shall be made in the payment of any interest
         on any Loan or any Fee or any other amount (other than an amount
         referred to in (a) above) due under any Loan Document, when and as the
         same shall become due and payable, and such default shall continue
         unremedied for a period of five Business Days;

                  (c)      any representation or warranty made or deemed made in
         or in connection with any Loan Document or the borrowings or issuances
         of Letters of Credit hereunder, or any representation, warranty,
         statement or information contained in any certificate furnished in
         connection with or pursuant to any Loan Document, shall prove to have
         been false or misleading in any material respect when so made, deemed
         made or furnished;

                  (d)      default shall be made in the due observance or
         performance by any Credit Party of any covenant, condition or agreement
         contained in Section 5.02(a), 5.03(a), 5.08 or 5.13 or in Article VI;

                  (e)      default shall be made in the due observance or
         performance by Parent, Holdings or any Company of any covenant,
         condition or agreement contained in any Loan Document (other than those
         specified in (a), (b) or (d) above) or the Fee Letter and such default
         shall continue unremedied or shall not be waived for a period of 30
         days after written notice thereof from the Administrative Agent or the
         Required Lenders to Borrower;

                  (f)      any Group Company shall (i) fail to pay any principal
         or interest, regardless of amount, due in respect of any Indebtedness
         (other than the Obligations) when and as the same shall become due and
         payable or (ii) fail to observe or perform any other term, covenant,
         condition or agreement contained in any agreement or instrument
         evidencing or governing any such Indebtedness if the effect of any
         failure referred to in this clause (ii) is to cause, or to permit the
         holder or holders of such Indebtedness or a representative on its or
         their behalf (with or without the giving of notice, the lapse of time
         or both) to cause, such Indebtedness to become due prior to its stated
         maturity; provided that it shall not constitute an Event of Default
         pursuant to this paragraph (f) unless the aggregate amount of all such
         Indebtedness referred to in clauses (i) and (ii) exceeds $5.0 million
         at any one time;

                  (g)      an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of any Group Company, or of
         a substantial part of the property or assets of any Group Company,
         under the Bankruptcy Code or any other federal, state or foreign
         bankruptcy, insolvency, receivership or similar law; (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for any Group Company or for a
         substantial part of the property or assets of any Group Company; or
         (iii) the winding-up or liquidation of any Group Company; and such
         proceeding or petition shall

                                      -90-

<PAGE>

         continue undismissed for 60 days or an order or decree approving or
         ordering any of the foregoing shall be entered;

                  (h)      any Group Company shall (i) voluntarily commence any
         proceeding or file any petition seeking relief under the Bankruptcy
         Code or any other federal, state or foreign bankruptcy, insolvency,
         receivership or similar law; (ii) consent to the institution of, or
         fail to contest in a timely and appropriate manner, any proceeding or
         the filing of any petition described in (g) above; (iii) apply for or
         consent to the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for any Group Company or
         for a substantial part of the property or assets of any Group Company;
         (iv) file an answer admitting the material allegations of a petition
         filed against it in any such proceeding; (v) make a general assignment
         for the benefit of creditors; (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due; (vii)
         take any action for the purpose of effecting any of the foregoing; or
         (viii) wind up or liquidate;

                  (i)      one or more judgments for the payment of money in an
         aggregate amount in excess of $5.0 million (exclusive of amounts
         covered by insurance) shall be rendered against any Group Company or
         any combination thereof and the same shall remain undischarged for a
         period of 30 consecutive days during which execution shall not be
         effectively stayed, or any action shall be legally taken by a judgment
         creditor to levy upon assets or properties of any Group Company to
         enforce any such judgment;

                  (j)      an ERISA Event or noncompliance with respect to
         Foreign Plans shall have occurred so that, when taken together with all
         other such ERISA Events and noncompliance with respect to Foreign Plans
         that have occurred, could reasonably be expected to result in liability
         of any Group Company or a combination thereof in an aggregate amount
         exceeding $5.0 million;

                  (k)      any security interest and Lien purported to be
         created by any Security Document 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 Documents (including a
         perfected first priority security interest in and Lien on all of the
         Collateral thereunder (except as otherwise expressly provided in such
         Security Documents or except to the extent any loss of perfection or
         priority results from the failure of the Collateral Agent to file UCC
         continuation statements or maintain possession of certificates actually
         delivered to it representing the securities pledged to it under the
         Security Agreement)) in favor of the Collateral Agent, or shall be
         asserted by any Credit 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;

                  (l)      the Guarantees shall cease to be in full force and
         effect or any Guarantor shall contest the validity or enforceability of
         its Guarantee;

                  (m)      any Loan Document or any material provisions thereof
         shall at any time and for any reason be declared by a court of
         competent jurisdiction to be null and void, or a proceeding shall be
         commenced by any Credit Party, or by any Governmental Authority,
         seeking to establish the invalidity or unenforceability thereof
         (exclusive of questions of interpretation of any provision thereof), or
         any Credit Party shall repudiate or deny that it has any liability or
         obligation for the payment of principal or interest or other
         obligations purported to be created under any Loan Document; or

                  (n)      there shall have occurred a Change in Control;

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<PAGE>

then, and in every such event (other than an event with respect to Parent,
Holdings or Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to Borrower, take
either or both of the following actions, at the same or different times: (i)
terminate forthwith the Commitments and (ii) declare the Loans then outstanding
to be forthwith due and payable in whole or in part, whereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of Borrower
accrued hereunder and under any other Loan Document, shall become forthwith due
and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by Borrower and the Guarantors,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event with respect to Parent, Holdings or Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by
Borrower and the Guarantors, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

                                   ARTICLE IX

             COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

                           SECTION 9.01. COLLATERAL ACCOUNT. (a) The Collateral
Agent is hereby authorized to establish and maintain at its office at 677
Washington Boulevard, Stamford, Connecticut 06901, in the name of the Collateral
Agent and pursuant to a Control Agreement (to the extent requested), a
restricted deposit account designated "Collateral Account". Each Credit Party
shall deposit into the Collateral Account from time to time (i) the cash
proceeds of any of the Collateral (including pursuant to any disposition
thereof) to the extent contemplated herein or in any other Loan Document, (ii)
the cash proceeds of any Casualty Event with respect to Collateral to the extent
contemplated herein or in any other Loan Document, and (iii) any cash such
Credit Party is required to pledge as additional collateral security hereunder
pursuant to the Loan 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 or will result therefrom, the Collateral
Agent shall, within one Business Day's of receiving a request of the applicable
Credit Party for release of cash proceeds constituting (i) Net Cash Proceeds
from the Collateral Account, remit such cash proceeds on deposit in the
Collateral Account to or upon the order of such Credit Party, so long as such
Credit Party has satisfied the conditions relating thereto set forth in Section
9.02, (ii) Net Cash Proceeds from any sale or other disposition of Collateral
from the Collateral Account, remit such cash proceeds on deposit in the
Collateral Account, so long as such Credit Party has satisfied the conditions
relating thereto set forth in Section 9.02 and (iii) with respect to the LC
Sub-Account at such time as all Letters of Credit shall have been terminated and
all of the liabilities in respect of the Letters of Credit have been paid in
full. 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 and
provide notice to Borrower of such application 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 9.03 hereof, subject, however, in the case of amounts deposited in the
LC Sub-Account, to the provisions of Sections 2.18(j) and 9.03. The Credit
Parties shall have no right to withdraw, transfer or otherwise receive any funds
deposited in the Collateral Account except to the extent specifically provided
herein.

                                      -92-

<PAGE>

                  (c)      Amounts on deposit in the Collateral Account shall be
invested from time to time in Cash Equivalents as the applicable Credit Party
(or, after the occurrence and during the continuance of an Event of Default, the
Collateral Agent) 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 9.03 hereof.

                  (d)      Amounts deposited into the Collateral Account as
cover for liabilities in respect of Letters of Credit under any provision of
this Agreement requiring such cover shall be held by the Collateral Agent in a
separate sub-account designated as the "LC Sub-Account" (the "LC SUB-ACCOUNT").

                           SECTION 9.02. PROCEEDS OF CASUALTY EVENTS. (a) So
long as no Event of Default shall have occurred and be continuing, in the event
there shall be any Net Cash Proceeds in respect of any Casualty Event, the
applicable Credit Party shall have the right, at such Credit Party's option, to
apply such Net Cash Proceeds in accordance with the applicable provisions of
this Agreement.

                  (b)      In the event any Net Cash Proceeds are required to be
deposited in the Collateral Account in accordance with Section 2.10(f), the
Collateral Agent shall not release any part of such Net Cash Proceeds until the
applicable Credit Party has furnished to the Collateral Agent (i) an Officers'
Certificate setting forth: (A) a brief description of the reason for the
release, (B) the dollar amount of the expenditures to be made, or costs incurred
by such Credit Party in connection with such release and (C) each request for
payment shall be made on at least one Business Day's prior notice to the
Collateral Agent and such request shall state that the properties acquired in
connection with such release 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 or assets 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 9.03. APPLICATION OF PROCEEDS. 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, 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 of such sale, collection or other
         realization including, without limitation, compensation to the
         Collateral Agent and its agents and counsel, and all expenses,
         liabilities and advances made or incurred by the Collateral Agent 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;

                  (b)      Second, to the payment of all other reasonable costs
         and expenses of such sale, collection or other realization, including,
         without limitation, compensation to the other Secured Parties and their
         agents and counsel and all 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;

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<PAGE>

                  (c)      Third, without duplication of amounts applied
         pursuant to clauses (a) and (b) above, to the payment in full in cash,
         pro rata, of (i) interest, principal and other amounts constituting
         Obligations (other than the Related Hedging Obligations) owing to the
         Secured Parties, in each case equally and ratably in accordance with
         the respective amounts thereof then due and owing and (ii) Related
         Hedging Obligations in accordance with the terms of the applicable
         Hedging Agreements; and

                  (d)      Fourth, the balance, if any, to the person lawfully
         entitled thereto (including the applicable Credit Party or its
         successors or assigns).

                  In the event that any such proceeds are insufficient to pay in
full the items described in clauses (a) through (c) of this Section 9.03, the
Loan Parties shall remain liable for any deficiency.

                                    ARTICLE X

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                           SECTION 10.01. APPOINTMENT. Each Lender hereby
irrevocably designates and appoints each of the Administrative Agent and the
Collateral Agent as an agent of such Lender under this Agreement and the other
Loan 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 Loan 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 Loan Documents, together with such actions
and powers as are reasonably incidental thereto.

                           SECTION 10.02. 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 to and generally engage in any kind of business with Borrower
or any Subsidiary or other Affiliate thereof as if it were not an Agent
hereunder.

                           SECTION 10.03. EXCULPATORY PROVISIONS. No Agent shall
have any duties or obligations except those expressly set forth in the Loan
Documents. Without limiting the generality of the foregoing, (a) no Agent shall
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) no Agent shall have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that such Agent is required to exercise in writing by the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 11.02), and (c) except as expressly set
forth in the Loan Documents, no Agent shall have any duty to disclose or shall
be liable for the failure to disclose, any information relating to Borrower or
any of its Subsidiaries that is communicated to or obtained by the person
serving as such Agent or any of its Affiliates in any capacity. No Agent shall
be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
11.02) or in the absence of its own gross negligence or willful misconduct. No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by Borrower or a Lender, and no Agent
shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or

                                      -94-

<PAGE>

document or (v) the satisfaction of any condition set forth in Article IV or
elsewhere in any Loan Document.

                           SECTION 10.04. RELIANCE BY AGENT. Each Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document 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 or by
telephone 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 Borrower), 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.

                           SECTION 10.05. DELEGATION OF DUTIES. Each Agent may
perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by such Agent. Each Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Affiliates. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Affiliates of each Agent
and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Agent.

                           SECTION 10.06. SUCCESSOR AGENT. Each Agent may resign
as such at any time upon at least 30 days' prior notice to the Lenders, the
Issuing Bank and Borrower. Upon any such resignation, the Required Lenders shall
have the right, with the consent of Borrower (not to be unreasonably withheld or
delayed), to appoint a successor Agent from among the Lenders; provided, that no
consent of Borrower shall be required if an Event of Default has occurred and is
continuing. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent with the consent of
Borrower (not to be unreasonably withheld or delayed), which successor shall be
a commercial banking institution organized under the laws of the United States
(or any State thereof) or a United States branch or agency of a commercial
banking institution, in each case, having combined capital and surplus of at
least $250 million; provided, that no consent of Borrower shall be required if
an Event of Default has occurred and is continuing; provided, further that if
such retiring Agent is unable to find a commercial banking institution which is
willing to accept such appointment and which meets the qualifications set forth
above, the retiring Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor Agent.

                  Upon the acceptance of its appointment as an Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by Borrower to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Borrower and such successor.
After an Agent's resignation hereunder, the provisions of this Article X and
Section 11.03 shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective Affiliates in respect of any actions taken
or omitted to be taken by any of them while it was acting as Agent.

                           SECTION 10.07. NON-RELIANCE ON AGENT AND OTHER
LENDERS. Each Lender acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and

                                      -95-

<PAGE>

without reliance upon any Agent or any other Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or related agreement or any document
furnished hereunder or thereunder.

                           SECTION 10.08. NO OTHER ADMINISTRATIVE AGENT. The
Lenders identified in this Agreement and the Syndication Agent and the
Documentation Agent shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders. Without limiting the foregoing, the Syndication Agent and the
Documentation Agent shall not have or be deemed to have a fiduciary relationship
with any Lender. Each Lender hereby makes the same acknowledgments with respect
to the Syndication Agent and the Documentation Agent as it makes with respect to
the Administrative Agent or any other Lender in this Article X. Notwithstanding
the foregoing, the parties hereto acknowledge that the Syndication Agent and the
Documentation Agent hold such titles in name only, and that such titles confer
no additional rights or obligations relative to those conferred on any Lender
hereunder.

                           SECTION 10.09. INDEMNIFICATION. The Lenders severally
agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by a Credit Party and without limiting the obligation of the Credit
Parties to do so), ratably according to their respective outstanding Loans and
Commitments in effect on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which all
Commitments shall have terminated and the Loans and other Obligations shall have
been paid in full, ratably in accordance with such outstanding Loans and
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 Loans and other
Obligations) be imposed on, incurred by or asserted against such Agent in any
way relating to or arising out of, the Commitments, this Agreement, any of the
other Loan 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 negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.

                                   ARTICLE XI

                                  MISCELLANEOUS

                           SECTION 11.01. NOTICES. Notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

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<PAGE>

                  (a)      if to a Credit Party, to it at:

                           Communications & Power Industries, Inc.
                           c/o The Cypress Group L.L.C.
                           65 E. 55th Street
                           New York, New York 10022
                           Attention: Michael F. Finley
                           Phone: (212) 705-0150
                           Telecopy No.: (212) 705-0199;

                  (b)      if to the Administrative Agent, or the Collateral
         Agent to it at:

                           UBS AG, Stamford Branch
                           677 Washington Boulevard
                           Stamford, Connecticut  06901
                           Attention: Vladimira Holeckova
                           Phone: (203) 719-6403
                           Telecopy No.: (203) 719-4176; and

                  (c)      if to a Lender, to it at its address (or telecopy
         number) set forth on the applicable Lender Addendum or in the
         Assignment and Acceptance pursuant to which such Lender shall have
         become a party hereto.

                  All notices and other communications given to any party hereto
in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service
or sent by telecopy or by certified or registered mail, in each case delivered,
sent or mailed (properly addressed) to such party as provided in this Section
11.01 or in accordance with the latest unrevoked direction from such party given
in accordance with this Section 11.01 and failure to deliver courtesy copies of
notices and other communications shall in no event affect the validity or
effectiveness of such notices and other communications.

                           SECTION 11.02. WAIVERS; AMENDMENT. (a) No failure or
delay by any Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of each Agent, the Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Credit
Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether any Agent, any Lender or the Issuing Bank may
have had notice or knowledge of such Default at the time.

                  (b)      Neither this Agreement nor any other Loan Document
nor any provision hereof or thereof may be waived, amended or modified except,
in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Borrower and the Required Lenders or, in the case of any other
Loan Document, pursuant to an agreement or agreements in writing entered into by
the Administrative Agent and the Credit Party or Credit Parties that are parties
thereto, in each case with the written consent of the Required Lenders, provided
that no such agreement shall (i) increase the Commitment of

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any Lender without the written consent of such Lender, (ii) reduce or forgive
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any Fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the maturity of any
Loan, or any scheduled date of payment of the principal amount of any Term Loan
under Section 2.09, or the required date of reimbursement of any LC
Disbursement, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment or postpone the
scheduled date of expiration of any Letter of Credit beyond the Revolving
Maturity Date, without the written consent of each Lender affected thereby, (iv)
change Section 2.14(b) or (c) in a manner that would alter the pro rata sharing
of payments or set-offs required thereby without the written consent of each
Lender, (v) change the percentage set forth in the definition of "Required
Lenders" or any other provision of any Loan Document (including this Section)
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release any
Guarantor from its Guarantee, or limit its liability in respect of such
Guarantee, without the written consent of each Lender, (vii) release all or
substantially all of the Collateral from the Liens of the Security Documents or
alter the relative priorities of the Obligations entitled to the Liens of the
Security Documents (except in connection with securing additional Obligations
equally and ratably with the other Obligations), in each case without the
written consent of each Lender, or (viii) change any provisions of any Loan
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders holding Loans of any Class differently than those
holding Loans of any other Class without the written consent of Lenders holding
a majority in interest of the outstanding Loans and unused Commitments of each
affected Class; provided, further, that (1) no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender without the prior
written consent of the Administrative Agent, the Collateral Agent, the Issuing
Bank or the Swingline Lender, as the case may be, (2) any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders (but not the Term Lenders) or the
Term Lenders (but not the Revolving Lenders) may be effected by an agreement or
agreements in writing entered into by Borrower and requisite percentage in
interest of the affected Class of Lenders that would be required to consent
thereto under this Section if such Class of Lenders were the only Class of
Lenders hereunder at the time, and (3) any waiver, amendment or modification
prior to the earlier of (i) the date which is 30 days after the Closing Date and
(ii) the date of the successful completion of the syndication of the Loans and
Commitments (as determined by the Joint Lead Arrangers) may not be effected
without the written consent of the Administrative Agent. Notwithstanding the
foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by Borrower, the Required Lenders and the Administrative
Agent (and, if their rights or obligations are affected thereby, the Issuing
Bank and the Swingline Lender) if (x) by the terms of such agreement the
Commitment of each Lender not consenting to the amendment provided for therein
shall terminate upon the effectiveness of such amendment and (y) at the time
such amendment becomes effective, each Lender not consenting thereto receives
payment in full of the principal of and interest accrued on each Loan made by it
and all other amounts owing to it or accrued for its account under this
Agreement.

                  (c)      If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by Section 11.02(b) (other than clause (iii) of such Section), the
consent of the Supermajority Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then Borrower
shall have the right to replace any of such non-consenting Lenders with one or
more persons pursuant to Section 2.16 so long as at the time of such replacement
each such new Lender consents to the proposed change, waiver, discharge or
termination.

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<PAGE>

                           SECTION 11.03. EXPENSES; INDEMNITY. (a) The Loan
Parties agree, jointly and severally, to pay, promptly upon demand:

                  (i)      all reasonable costs and expenses incurred by the
         Arranger, the Administrative Agent, the Collateral Agent, the Swingline
         Lender and the Issuing Bank, including the reasonable fees, charges and
         disbursements of Advisors for the Arranger, the Administrative Agent,
         the Collateral Agent, the Swingline Lender and the Issuing Bank, in
         connection with the syndication of the Loans and Commitments, the
         preparation, execution and delivery of the Loan Documents, the
         administration of the Loans and Commitments, the perfection and
         maintenance of the Liens securing the Collateral and any actual or
         proposed amendment, supplement or waiver of any of the Loan Documents
         (whether or not the transactions contemplated hereby or thereby shall
         be consummated);

                  (ii)     all reasonable costs and expenses incurred by the
         Administrative Agent or the Collateral Agent, including the reasonable
         fees, charges and disbursements of Advisors for the Administrative
         Agent and the Collateral Agent, in connection with any action, suit or
         other proceeding affecting the Collateral or any part thereof, in which
         action, suit or proceeding the Administrative Agent or the Collateral
         Agent is made a party or participates or in which the right to use the
         Collateral or any part thereof is threatened, or in which it becomes
         necessary in the judgment of the Administrative Agent or the Collateral
         Agent to defend or uphold the Liens granted by the Security Documents
         (including any action, suit or proceeding to establish or uphold the
         compliance of the Collateral with any Requirements of Law);

                  (iii)    all reasonable costs and expenses incurred by the
         Arranger, the Administrative Agent, the Collateral Agent, the Swingline
         Lender, the Issuing Bank or any Lender, including the reasonable fees,
         charges and disbursements of Advisors for the Arranger, the
         Administrative Agent, the Collateral Agent, the Swingline Lender, the
         Issuing Bank or any Lender, incurred in connection with the enforcement
         or protection of its rights under the Loan Documents, including its
         rights under this Section 11.03(a), or in connection with the Loans
         made or Letters of Credit issued hereunder and the collection of the
         Obligations, including all such costs and expenses incurred during any
         workout, restructuring or negotiations in respect of the Obligations;
         and

                  (iv)     all documentary and similar taxes and charges in
         respect of the Loan Documents.

For purposes of this Section 11.03(a), "ADVISORS" shall mean legal counsel
(including local counsel), auditors, accountants, consultants, appraisers or
other advisors; provided that (x) in the case of clause (i), the engagement of
any Advisors other than legal counsel (including local counsel) shall be subject
to approval by Borrower (which approval shall not be unreasonably withheld) and
(y) in the case of clause (iii), the engagement of any Advisors other than one
firm of legal counsel by any Lender shall be subject to approval by the
Administrative Agent.

                  (b)      The Credit Parties agree, jointly and severally, to
indemnify the Agents, each Lender, the Issuing Bank and the Swingline Lender,
each Affiliate of any of the foregoing persons and each of their respective
partners, controlling persons, directors, officers, trustees, employees and
agents (each such person being called an "INDEMNITEE") against, and to hold each
Indemnitee harmless from, all reasonable out-of-pocket costs and any and all
losses, claims, damages, liabilities, penalties, judgments, suits and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the execution, delivery, performance, administration or
enforcement of the Loan Documents, (ii) any actual or proposed use of the
proceeds of the Loans or issuance of Letters of Credit, (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, or

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<PAGE>

(iv) any actual or alleged presence or Release or threatened Release of
Hazardous Materials, on, under or from any property owned, leased or operated by
any Group Company, or any Environmental Claim related in any way to any Group
Company; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

                  (c)      The provisions of this Section 11.03 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans or other Obligations, the expiration of the
Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Agents, the Issuing
Bank, the Swingline Lender or any Lender. All amounts due under this Section
11.03 shall be payable on written demand therefor accompanied by reasonable
documentation with respect to any reimbursement, indemnification or other amount
requested.

                  (d)      To the extent that Borrower fails to promptly pay any
amount required to be paid by it to the Agents, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Agents, the Issuing Bank or the Swingline Lender,
as the case may be, such Lender's pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against any of the Agents, the Issuing Bank or the Swingline Lender
in its capacity as such provided further, however, that to the extent any
Issuing Bank or Swingline Lender is entitled to indemnification under this
Section 11.03, to the extent such indemnification relates solely to such Issuing
Bank's or such Swingline Lender's acting in such capacity the indemnification
provided for in this Section 11.03 will be the obligation solely of the
Revolving Lenders. For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the sum of the total Revolving Exposure,
outstanding Term Loans and unused Commitments at the time.

                           SECTION 11.04. SUCCESSORS AND ASSIGNS. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that no Credit Party may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative
Agent and each Lender (and any attempted assignment or transfer by any Credit
Party without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Affiliates of each of the
Agents, the Issuing Bank, the Swingline Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b)      Any Lender shall have the right at any time to assign
to one or more banks, insurance companies, investment companies or funds or
other institutions (other than any Group Company or any Affiliate thereof) all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it); provided
that (i) except in the case of an assignment to a Lender, an Affiliate of a
Lender or a Lender Affiliate, each of Borrower and the Administrative Agent
(and, in the case of an assignment of all or a portion of a Revolving Commitment
or any Lender's obligations in respect of its LC Exposure or Swingline Exposure,
the Issuing Bank and the Swingline Lender) must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld or
delayed), (ii) except in the case of an assignment to a Lender, an Affiliate of
a

                                      -100-

<PAGE>

Lender or a Lender Affiliate, any assignment made in connection with the primary
syndication of the Commitment and Loans by the Joint Lead Arrangers or an
assignment of the entire remaining amount of the assigning Lender's Commitment
or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than (x) in the case of Revolving Commitments and Revolving Loans,
$1.0 million, and (y) in the case of Term Loan Commitments and Term Loans, $1.0
million unless each of Borrower and the Administrative Agent otherwise consent
(provided that substantially contemporaneous assignments to an assignee and one
or more of its Lender Affiliates shall be aggregated for purposes of such
minimum assignment amounts), (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not be
construed to prohibit the assignment of a proportionate part of all the
assigning Lender's rights and obligations in respect of one Class of Commitments
or Loans, (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500 (except that such fee will not be payable with
respect to an assignment to a Lender or a Lender Affiliate), and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire; and provided, further, that any consent of
Borrower otherwise required under this paragraph shall not be required (1) if an
Event of Default under Article VIII has occurred and is continuing or (2) prior
to the earlier of (x) the date which is 30 days after the Closing Date and (y)
date on which a successful syndication of the Loans and Commitments shall have
been declared by the Joint Lead Arrangers; provided, however, that in the case
of clause (2), Borrower shall have the consultation rights with respect to
syndication of the Loans as set forth in the Commitment Letter. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement (provided that any liability of Borrower to such
assignee under Section 2.12, 2.13 or 2.15 shall be limited to the amount, if
any, that would have been payable thereunder by Borrower in the absence of such
assignment, except to the extent any such amounts are attributable to a Change
in Law occurring after the date of such assignment), and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.12,
2.13, 2.15 and 11.03).

                  (c)      the Administrative Agent, acting for this purpose as
an agent of Borrower, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the "REGISTER"). The entries in the Register
shall be conclusive in the absence of manifest error, and Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by Borrower, the Issuing Bank, the Collateral Agent, the
Swingline Lender and any Lender (with respect to its own interest only), at any
reasonable time and from time to time upon reasonable prior notice.

                  (d)      Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement

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<PAGE>

unless (i) it has been recorded in the Register as provided in this paragraph or
(ii) the original Note evidencing the assigned Loan (or portion thereof), if
any, is returned to the Borrower marked "cancelled" and one or more new Notes
are issued to the assignee, if requested by the assignee and the assigning
Lender, if necessary.

                  (e)      Any Lender shall have the right at any time, without
the consent of Borrower, the Administrative Agent, the Issuing Bank or the
Swingline Lender, to sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) Borrower,
the Administrative Agent, the Issuing Bank and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in clause (i), (ii), or (iii) of the first
proviso to Section 11.02(b) that affects such Participant. Subject to paragraph
(f) of this Section, Borrower agrees that each Participant shall be entitled to
the benefits of Sections 2.12, 2.13 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender, provided
that such Participant agrees to be subject to Section 2.14(c) as though it were
a Lender. Each Lender shall, acting for this purpose as an agent of the
Borrower, maintain at one of its offices a register for the recordation of the
names and addresses of its Participants, and the amount and terms of its
participations, provided that no Lender shall be required to disclose or share
the information contained in such register with the Borrower or any other party,
except as required by applicable law.

                  (f)      A Participant shall not be entitled to receive any
greater payment under Section 2.12, 2.13 or 2.15 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.15 unless Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of Borrower, to comply with Section 2.15(e) and (f) as
though it were a Lender.

                  (g)      Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto. In the case of any Lender that is a fund that invests in bank
loans, such Lender may, without the consent of or notice to the Borrower or
Administrative Agent, collaterally assign or pledge all or any portion of its
rights under this Agreement, including the Loans and Notes or any other
instrument evidencing its rights as a Lender under this Agreement, to any holder
of, trustee for, or any other representative of holders of, obligations owed or
securities issued, by such fund, as security for such obligations or securities.

                           SECTION 11.05. SURVIVAL OF AGREEMENT. All covenants,
agreements, representations and warranties made by the Credit Parties in the
Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and de-

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<PAGE>

livery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Agents, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.14, 2.15 and 11.03 and Article X shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans or the other Obligations, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.

                           SECTION 11.06. COUNTERPARTS; INTEGRATION;
EFFECTIVENESS. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and the Fee Letter constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

                           SECTION 11.07. SEVERABILITY. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                           SECTION 11.08. RIGHT OF SETOFF. If an Event of
Default shall have occurred and be continuing, each Lender and each of its
Affiliates are hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of Borrower against any of and all the obligations of
Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                           SECTION 11.09. GOVERNING LAW; JURISDICTION; CONSENT
TO SERVICE OF PROCESS.

                  (a)      This Agreement shall be construed in accordance with
and governed by the law of the State of New York.

                  (b)      Each Credit Party hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevoca-

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<PAGE>

bly and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Credit Party or its properties in the
courts of any jurisdiction.

                  (c)      Each Credit Party hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                  (d)      Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 11.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by applicable
law.

                           SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

                           SECTION 11.11. HEADINGS. Article and Section headings
and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                           SECTION 11.12. CONFIDENTIALITY. Each of the Agents,
the Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to
such Agent's and such Lender's Affiliates and their directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential pursuant to the terms hereof), (ii) to the extent
requested by any regulatory authority or any quasi-regulatory authority
(including the National Association of Insurance Commissioners), (iii) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (iv) to any other party to this Agreement, (v) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (vi) subject to an agreement containing
provisions substantially the same as those of this Section, to (A) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or

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(B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to Borrower and its obligations, (vii) with the
written consent of Borrower, (viii) to the extent such Information (A) is
publicly available at the time of disclosure or becomes publicly available other
than as a result of a breach of this Section or (B) becomes available to any
Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source
other than Borrower or any Subsidiary or (ix) to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
advisor (so long as such contractual counterparty or advisor to such contractual
counterparty agrees to be bound by the provisions of this Section 11.12). For
the purposes of this Section, "INFORMATION" means all information received from
any Group Company relating to any Group Company or its business that is clearly
identified at the time of delivery as confidential, other than any such
information that is available to the any Agent, the Issuing Bank or any Lender
on a nonconfidential basis prior to disclosure by any Group Company. Any person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such person has exercised the same degree of care to maintain the
confidentiality of such Information as such person would accord to its own
confidential information.

                           SECTION 11.13. INTEREST RATE LIMITATION.
Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, together with all fees, charges and other amounts
which are treated as interest on such Loan under applicable law (collectively
the "CHARGES"), shall exceed the maximum lawful rate (the "MAXIMUM RATE") which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

                           SECTION 11.14. LENDER ADDENDUM. Each Lender to become
a party to this Agreement on the date hereof shall do so by delivering to the
Administrative Agent a Lender Addendum duly executed by such Lender, the
Borrower and the Administrative Agent.

                           SECTION 11.15. ADMINISTRATIVE AGENT CONSENT TO
DEFEASANCE. Pursuant to Section 8.04(a) of the Indenture, dated as of August 11,
1995, as amended, with respect to the Public Debt Securities (the "INDENTURE")
and in connection with the Defeasance Activities, the Administrative Agent
hereby consents to a covenant defeasance by Borrower pursuant to Article 8 of
the Indenture.

                            [Signature Pages Follow]

                                      -105-

<PAGE>

                                       S-1

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                       COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                          as Borrower

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                          CORPORATION, as a Guarantor

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       CPI SUBSIDIARY HOLDINGS INC.,
                                          as a Guarantor

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       COMMUNICATIONS & POWER INDUSTRIES
                                          INTERNATIONAL INC., as a Guarantor

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       COMMUNICATIONS & POWER INDUSTRIES ASIA
                                          INC., as a Guarantor

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       CPI ACQUISITION CORP., as a Guarantor

                    Communications & POWER Industries, Inc.,
                                Credit Agreement

<PAGE>

                                       S-2

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       UBS SECURITIES LLC,
                                          as a Joint Lead Arranger

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       UBS AG, STAMFORD BRANCH, as
                                          Administrative Agent, Collateral Agent
                                          and Issuing Bank

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       UBS LOAN FINANCE LLC,
                                          as Swingline Lender

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       By: _____________________________________
                                           Name:
                                           Title:

                    Communications & POWER Industries, Inc.,
                                Credit Agreement

<PAGE>

                                       S-3

                                       BEAR, STEARNS & CO.  INC.,
                                          as a Joint Lead Arranger

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       BEAR STEARNS CORPORATE LENDING INC.,
                                          as Syndication Agent

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       WACHOVIA CAPITAL MARKETS, LLC,
                                          as Co-arranger

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Documentation Agent

                                       By: _____________________________________
                                           Name:
                                           Title:

                    Communications & POWER Industries, Inc.,
                                Credit Agreement

<PAGE>

                                                                         ANNEX 1

                               AMORTIZATION TABLE

<TABLE>
<CAPTION>
                                                                 TERM LOAN
       DATE                                                       AMOUNT
---------------------------------------------------------------------------
<S>                                                             <C>
  June 30, 2004                                                 $   225,000
---------------------------------------------------------------------------
September 30, 2004                                              $   225,000
---------------------------------------------------------------------------
December 31, 2004                                               $   225,000
---------------------------------------------------------------------------
  March 31, 2005                                                $   225,000
---------------------------------------------------------------------------
  June 30, 2005                                                 $   225,000
---------------------------------------------------------------------------
September 30, 2005                                              $   225,000
---------------------------------------------------------------------------
December 31, 2005                                               $   225,000
---------------------------------------------------------------------------
  March 31, 2006                                                $   225,000
---------------------------------------------------------------------------
  June 30, 2006                                                 $   225,000
---------------------------------------------------------------------------
September 30, 2006                                              $   225,000
---------------------------------------------------------------------------
December 31, 2006                                               $   225,000
---------------------------------------------------------------------------
  March 31, 2007                                                $   225,000
---------------------------------------------------------------------------
  June 30, 2007                                                 $   225,000
---------------------------------------------------------------------------
September 30, 2007                                              $   225,000
---------------------------------------------------------------------------
December 31, 2007                                               $   225,000
---------------------------------------------------------------------------
  March 31, 2008                                                $   225,000
---------------------------------------------------------------------------
  June 30, 2008                                                 $   225,000
---------------------------------------------------------------------------
September 30, 2008                                              $   225,000
---------------------------------------------------------------------------
December 31, 2008                                               $   225,000
---------------------------------------------------------------------------
  March 31, 2009                                                $   225,000
---------------------------------------------------------------------------
  June 30, 2009                                                 $   225,000
---------------------------------------------------------------------------
September 30, 2009                                              $21,318,750
---------------------------------------------------------------------------
December 31, 2009                                               $21,318,750
---------------------------------------------------------------------------
  March 31, 2010                                                $21,318,750
---------------------------------------------------------------------------
  July 23, 2010                                                 $21,318,750
---------------------------------------------------------------------------
      Total                                                     $90,000,000
---------------------------------------------------------------------------
</TABLE>