(..continued)





BII\93618_8

                             EXECUTION COUNTERPART

                     IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII


                         COMMONWEALTH INDUSTRIES, INC.,


                               CI HOLDINGS, INC.,


                        COMMONWEALTH ALUMINUM CORPORATION


                               ALFLEX CORPORATION

                                       and

                       COMMONWEALTH ALUMINUM CONCAST, INC.

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

                                  $100,000,000

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


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                          Dated as of December 19, 1997


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


                         NATIONAL WESTMINSTER BANK PLC,
                             as Administrative Agent


                         PNC BANK, NATIONAL ASSOCIATION,
                             as Documentation Agent


                     IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII


<PAGE>


                                       Page


BII\93618_8

                                      (iii)
BII\93618_8

                                       (i)



                                TABLE OF CONTENTS

                  This Table of Contents is not part of the  Agreement  to which
it is attached but is inserted for convenience of reference only.

                                                                        Page

Section 1.   Definitions and Accounting Matters........................  2
         1.01  Certain Defined Terms...................................  2
         1.02  Accounting Terms and Determinations..................... 28
         1.03  Types of Loans.......................................... 29

Section 2.   Commitments, Loans, Notes and Prepayments................. 29
         2.01  Loans................................................... 29
         2.02  Borrowings.............................................. 31
         2.03  Letters of Credit....................................... 32
         2.04  Changes of Commitments.................................. 37
         2.05  Certain Fees............................................ 37
         2.06  Lending Offices......................................... 38
         2.07  Several Obligations; Remedies Independent............... 38
         2.08  Notes................................................... 38
         2.09  Optional Prepayments and Conversions or Continuations
                            of Loans................................... 39

Section 3.   Payments of Principal and Interest........................ 40
         3.01  Repayment of Loans...................................... 40
         3.02  Interest................................................ 40

Section 4.   Payments; Pro Rata Treatment; Computations; Etc........... 41
         4.01  Payments................................................ 41
         4.02  Pro Rata Treatment...................................... 42
         4.03  Computations............................................ 43
         4.04  Minimum Amounts......................................... 43
         4.05  Certain Notices......................................... 44
         4.06  Non-Receipt of Funds by the Administrative Agent........ 45
         4.07  Sharing of Payments, Etc................................ 46

Section 5.   Yield Protection, Etc..................................... 47
         5.01  Additional Costs........................................ 47
         5.02  Limitation on Types of Loans............................ 49
         5.03  Illegality.............................................. 49
         5.04  Treatment of Affected Loans............................. 50
         5.05  Compensation............................................ 50
         5.06  Additional Costs in Respect of Letters of Credit........ 51
         5.07  U.S. Taxes.............................................. 52
         5.08  Replacement of Lenders.................................. 53

Section 6.   Guarantee................................................. 54
         6.01  The Guarantee........................................... 54
         6.02  Obligations Unconditional............................... 55
         6.03  Reinstatement........................................... 56
         6.04  Subrogation............................................. 57
         6.05  Remedies................................................ 57
         6.06  Continuing Guarantee.................................... 57
         6.07  Rights of Contribution.................................. 57
         6.08  Limitation on Guarantee Obligations..................... 58

Section 7.   Conditions Precedent...................................... 59
         7.01  Conditions to Effectiveness............................. 59
         7.02  Initial and Subsequent Extensions of Credit............. 61
         7.03  Certain Determinations.................................. 61

Section 8.   Representations and Warranties............................ 61
         8.01  Corporate Existence..................................... 61
         8.02  Financial Condition..................................... 62
         8.03  Litigation.............................................. 63
         8.06  Approvals............................................... 63
         8.07  Use of Credit........................................... 64
         8.08  ERISA................................................... 64
         8.09  Taxes................................................... 64
         8.10  Investment Company Act.................................. 64
         8.11  Public Utility Holding Company Act...................... 64
         8.12  Material Agreements and Liens........................... 65
         8.13  Environmental Matters................................... 65
         8.14  Capitalization.......................................... 67
         8.15  Subsidiaries, Etc....................................... 68
         8.16  Title to Assets......................................... 69
         8.17  True and Complete Disclosure............................ 69
         8.18  Real Property........................................... 70
         8.19  Security Documents...................................... 70

Section 9.   Covenants of the Obligors................................. 70
         9.01  Financial Statements, Etc............................... 70
         9.02  Litigation.............................................. 73
         9.03  Existence, Etc.......................................... 74
         9.04  Insurance............................................... 74
         9.05  Prohibition of Fundamental Changes...................... 77
         9.06  Limitation on Liens..................................... 79
         9.07  Indebtedness............................................ 81
         9.08  Investments............................................. 81
         9.09  Dividend Payments....................................... 82
         9.10  Certain Financial Covenants............................. 84
         9.11  Capital Expenditures.................................... 85
         9.12  Subordinated Indebtedness............................... 85
         9.13  Lines of Business....................................... 86
         9.14  Transactions with Affiliates............................ 86
         9.15  Use of Proceeds......................................... 87
         9.16  Certain Obligations Respecting Subsidiaries............. 87
         9.17  Modifications of Certain Documents...................... 88
         9.18  Commodity Hedging Activities............................ 88
         9.19  After-Acquired Real Estate.............................. 88
         9.20  Activities of the Parent and Holdings.  ................ 89

Section 10.   Events of Default........................................ 89

Section 11.   The Administrative Agent................................. 93
         11.01  Appointment, Powers and Immunities..................... 93
         11.02  Reliance by Administrative Agent....................... 94
         11.03  Defaults............................................... 94
         11.04  Rights as a Lender..................................... 95
         11.05  Indemnification........................................ 95
         11.06  Non-Reliance on Administrative Agent and Other Lenders. 95
         11.07  Failure to Act......................................... 96
         11.08  Resignation or Removal of Administrative Agent......... 96
         11.09  Consents under Other Credit Documents.................. 97
         11.10  Collateral Sub-Agents.................................. 97

Section 12.   Miscellaneous............................................ 97
         12.01  Waiver................................................. 97
         12.02  Notices................................................ 98
         12.03  Expenses, Etc.......................................... 98
         12.04  Amendments, Etc........................................ 99
         12.05  Successors and Assigns.................................100
         12.06  Assignments and Participations.........................100
         12.07  Survival...............................................102
         12.08  Captions...............................................103
         12.09  Counterparts...........................................103
         12.10  Governing Law; Submission to Jurisdiction..............103
         12.11  Waiver of Jury Trial...................................103
         12.12  Treatment of Certain Information; Confidentiality......103





<PAGE>



BII\93618_8

                                       (v)

                                    SCHEDULES

SCHEDULE I        -........Lenders and Commitments
SCHEDULE II       -........Litigation
SCHEDULE III      -........Conflicts
SCHEDULE IV       -........Governmental Approvals, Etc.
SCHEDULE V        -........Material Agreement and Liens
SCHEDULE VI       -........Certain Environmental Matters
SCHEDULE VII      -........Capitalization and Equity Rights relating to the
                  .........         Parent
SCHEDULE VIII     -........Capitalization and Equity Rights relating to
                  .........         Holdings
SCHEDULE IX       -........Capitalization and Equity Rights relating to CAC
SCHEDULE X        -........Capitalization and Equity Rights relating to
                  .........         Alflex
SCHEDULE XI       -........Capitalization and Equity Rights relating to
                  .........         CACI
SCHEDULE XII      -........Subsidiaries and Investments
SCHEDULE XIII     -........Title to Properties
SCHEDULE XIV      -........Real Estate


                                    EXHIBITS

EXHIBIT A-1       - .......Form of Revolving Credit Note
EXHIBIT A-2       - .......Form of Swingline Note





<PAGE>



                                                       - 30 -

BII\93618_8

                                Credit Agreement
BII\93618_8

                                Credit Agreement

                  SECOND   AMENDED   AND   RESTATED   CREDIT   AGREEMENT   (this
"Agreement") dated as of December 19, 1997,
                                                                      ---------
between:

                  (1)   COMMONWEALTH   INDUSTRIES,   INC.,  a  corporation  duly
         organized and validly  existing under the laws of the State of Delaware
         (the "Parent");

                  (2) CI  HOLDINGS,  INC.,  a  corporation  duly  organized  and
         validly existing under the laws of the State of Delaware ("Holdings");

                  (3)  COMMONWEALTH  ALUMINUM  CORPORATION,  a corporation  duly
         organized and validly  existing under the laws of the State of Delaware
         ("CAC");

                  (4) ALFLEX  CORPORATION,  a  corporation  duly  organized  and
         validly existing under the laws of the State of Delaware ("Alflex");

                  (5) COMMONWEALTH ALUMINUM CONCAST, INC. (formerly named Barmet
         Aluminum  Corporation),   a  corporation  duly  organized  and  validly
         existing  under the laws of the State of Ohio  ("CACI")  and,  together
         with  CAC  and  Alflex,   each  a  "Revolving   Credit  Borrower"  and,
         collectively, the "Revolving Credit Borrowers");

                  (6) each of the  Subsidiaries of the Parent  identified  under
         the caption  "SUBSIDIARY  GUARANTORS" on the signature pages hereto and
         each  Subsidiary  of the Parent that becomes a  "Subsidiary  Guarantor"
         after the date  hereof  pursuant to Section  9.16(a)  hereof  (each,  a
         "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors");

                  (7) each of the lenders that is a signatory hereto  identified
         under the caption  "LENDERS"  on the  signature  pages  hereto and each
         lender  that  becomes a  "Lender"  after the date  hereof  pursuant  to
         Section 12.06(b) hereof  (individually,  a "Lender" and,  collectively,
         the "Lenders"); and

                  (8) NATIONAL WESTMINSTER BANK PLC, as administrative agent for
         the Lenders (in such  capacity,  together  with its  successors in such
         capacity, the "Administrative Agent").


                             PRELIMINARY STATEMENTS:

                  Terms used in these  Preliminary  Statements and not otherwise
defined  shall have the meanings  assigned to such terms in Section 1.01 of this
Agreement.

                  (1) The Obligors,  the Existing Lenders and the Administrative
Agent are  parties to an  Amended  and  Restated  Credit  Agreement  dated as of
November 29, 1996 (as heretofore  modified and supplemented and in effect on the
date of this  Agreement,  the "Existing  Credit  Agreement"),  which amended and
restated  the Credit  Agreement  dated as of September  26, 1996 (the  "Original
Credit Agreement"),  providing, subject to the terms and conditions thereof, for
the making of extensions of credit to the  Borrowers.  Prior to the date hereof,
the Term Loans under (and as defined in) the Existing Credit Agreement have been
paid in full  and the  Term  Loan  Commitments  under  (and as  defined  in) the
Existing Credit  Agreement have been  cancelled.  The parties hereto now wish to
amend the Existing Credit Agreement in certain respects and, in that connection,
wish to amend and restate the  Existing  Credit  Agreement in its  entirety,  it
being the intention of the parties  hereto that the  Revolving  Credit Loans (if
any)  outstanding  under  the  Existing  Credit  Agreement  on  the  Restatement
Effective  Date shall continue and remain  outstanding  and not be repaid on the
Restatement  Effective  Date,  but shall be assigned and  reallocated  among the
Lenders as provided in Section 2.01 hereof.

                  (2) Each of the Obligors  expects to derive benefit,  directly
or indirectly,  from the credit extended to the Borrowers hereunder, both in its
separate  capacity  and  as a  member  of  the  Commonwealth  Group,  since  the
successful operation of each of such Obligors will be dependent on the continued
successful performance of the functions of such Commonwealth Group as a whole.

                  Accordingly, the parties hereto hereby agree that the Existing
Credit  Agreement  shall, as of the date hereof (but subject to the satisfaction
of the conditions  precedent  specified in Section 7.01 hereof),  be amended and
restated in its entirety as follows:


            Section 1.  Definitions  and Accounting  Matters.

                  1.01 Certain Defined  Terms.01  Certain Defined Terms. As used
herein, the following terms shall have the following meanings (all terms defined
in this Section 1.01 or in other provisions of this Agreement in the singular to
have the correlative meanings when used in the plural and vice versa):

                  "Administrative Agent" shall have the meaning assigned to such
term in the recital of parties to this Agreement.

                  "Administrative  Questionnaire"  shall mean an  administrative
questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate"  shall  mean any  Person  directly  or  indirectly
controlling,  directly or  indirectly  controlled by or under direct or indirect
common  control  with  the  Parent.  As  used  in  this  definition,   "control"
(including,  with its correlative meanings,  "controlling",  "controlled by" and
"under common control with") shall mean possession,  directly or indirectly,  of
power to  direct or cause the  direction  of  management  or  policies  (whether
through ownership of securities or partnership or other ownership interests,  by
contract  or  otherwise),  provided  that,  in any event,  any Person  that owns
directly or indirectly securities having 10% or more of the voting power for the
election of directors or other governing body of a corporation or 10% or more of
the partnership or other ownership  interests of any other Person (other than as
a  limited  partner  of such  other  Person)  will be  deemed  to  control  such
corporation or other Person.  Notwithstanding  the foregoing,  (a) no individual
shall be an Affiliate  solely by reason of his or her being a director,  officer
or employee of the Parent or any of its  Subsidiaries and (b) none of the Wholly
Owned Subsidiaries of the Parent shall be Affiliates.

                  "Alflex"  shall have the meaning  assigned to such term in the
recital of parties to this Agreement.

                  "Aluminum  Business"  shall mean the  business of  developing,
manufacturing, producing, marketing, transporting and selling aluminum, aluminum
products and electrical wiring products (including, without limitation, flexible
conduit and pre-wired armored cable) and any other business incidental thereto.

                  "Applicable  Facility Fee Percentage" shall mean, at any time,
the percentage  set forth in the schedule below opposite the Applicable  Pricing
Level in effect at such time:

=============================== =============================================
          Applicable                               Applicable Facility
        Pricing Level                                 Fee Percentage
=============================== =============================================
              1                                           0.175%
=============================== =============================================
              2                                           0.200%
=============================== =============================================
              3                                           0.225%
=============================== =============================================
              4                                           0.250%
=============================== =============================================

                  "Applicable  Lending  Office" shall mean,  for each Lender and
for each Type of Loan,  the lending office of such Lender (or of an affiliate of
such  Lender)   designated   for  such  Type  of  Loan  in  the   Administrative
Questionnaire  of such Lender or such other lending office of such Lender (or of
an affiliate of such Lender) as such Lender may from time to time specify to the
Administrative  Agent and the  Parent  as the  office by which its Loans of such
Type are to be made and maintained.

                  "Applicable  Letter of Credit  Percentage"  shall mean, at any
time,  the  Applicable  Margin in effect at such time with  respect to Revolving
Credit Loans that are Eurodollar Loans.

                  "Applicable  Margin" shall mean, at any time, for each Type of
Loans set forth below,  the  percentage  set forth below such Type  opposite the
Applicable Pricing Level in effect at such time:

=============================------------------------------- ==================
      Applicable
     Pricing Level          Base Rate Loans                   Eurodollar Loans
=============================-------------------------------- =================
    1                                 0.00%                             0.325%
===================================== -------------------------------- ========
    2                                 0.00%                             0.425%
===================================== -------------------------------- ========
    3                                 0.00%                             0.525%
===================================== ================================ ========
    4                                 0.00%                             0.750%
===================================== ================================ ========
The  Applicable  Margin for Swingline  Loans at any time shall be the Applicable
Margin in effect  for  Revolving  Credit  Loans that are Base Rate Loans at such
time.

                  "Applicable  Pricing  Level" in  effect  at any time  shall be
deemed  to be the level  specified  in the  schedule  below  opposite  the Total
Leverage  Ratio in effect on September 30, 1997 (as certified by the Company and
set forth in a  certificate  of a  Responsible  Officer  delivered  pursuant  to
Section  7.01(g)  hereof);  provided that if the Total  Leverage Ratio as at the
last day of any fiscal  quarter of the Parent  ending on or after  September 30,
1997 shall fall within any of the ranges set forth in the  schedule  below then,
subject  to the  delivery  to the  Administrative  Agent of a  certificate  of a
Responsible Officer of the Parent pursuant to the last paragraph of Section 9.01
demonstrating  such fact prior to the end of the next succeeding fiscal quarter,
the Applicable  Pricing Level shall be changed to the  Applicable  Pricing Level
set forth opposite such range in such schedule  during the period  commencing on
the  Quarterly  Date on or  immediately  following  the date of  receipt of such
certificate to but not including the next succeeding Quarterly Date thereafter:


===================================== ========================================
    Applicable
   Pricing Level                            Total Leverage Ratio

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

      1                                   Less than 2.00 to 1.00

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

      2                                Greater than or equal to 2.00 to 1.00 and
                                      less than 2.50 to 1.00

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

      3                                Greater than or equal to 2.50 to 1.00 and
                                       less than 3.00 to 1.00

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

      4                                  Greater than or equal to 3.00

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

                  "Bankruptcy  Code" shall mean the Federal  Bankruptcy  Code of
1978, as amended from time to time.

                  "Base Rate" shall mean, for any day, a rate per annum equal to
the higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b) the
Prime Rate for such day.  Each change in any interest  rate  provided for herein
based  upon the Base Rate  resulting  from a change in the Base Rate  shall take
effect at the time of such change in the Base Rate.

                  "Base Rate Loans" shall mean Loans that bear interest at rates
based upon the Base Rate.

                  "Basle Accord" shall mean the proposals for risk-based capital
framework   described  by  the  Basle  Committee  on  Banking   Regulations  and
Supervisory  Practices  in its  paper  entitled  "International  Convergence  of
Capital Measurement and Capital Standards" dated July 1988, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.

                  "Borrower"  shall mean each Revolving  Credit  Borrower.  When
reference  is made in this  Agreement  or in any other  Credit  Document  to the
"relevant"  Borrower in connection  with any Facility,  such reference  shall be
deemed to refer to each of CAC, Alflex and CACI.

                  "Business  Day"  shall  mean any day (a) on  which  commercial
banks are not  authorized  or required to close in New York City and (b) if such
day  relates to a  borrowing  of, a payment or  prepayment  of  principal  of or
interest on, a Conversion  of or into,  or an Interest  Period for, a Eurodollar
Loan or a notice by a  Borrower  with  respect to any such  borrowing,  payment,
prepayment,  Conversion or Interest Period, that is also a day on which dealings
in Dollar deposits are carried out in the London interbank market.

                  "CAC"  shall  have the  meaning  assigned  to such term in the
recital of parties to this Agreement.

                  "CACI"  shall have the  meaning  assigned  to such term in the
recital of parties to this Agreement.

                  "Calculation  Period" shall mean,  at any date,  the period of
four consecutive  fiscal quarters of the Parent ending on or most recently ended
prior to such date.

                  "Capital   Expenditures"   shall   mean,   for   any   period,
expenditures  (including,  without  limitation,  the aggregate amount of Capital
Lease  Obligations paid or payable during such period) made by the Parent or any
of its  Subsidiaries to acquire or construct  fixed assets,  plant and equipment
(including  renewals,  improvements  and  replacements,  but excluding  repairs)
during such period computed in accordance with GAAP.

                  "Capital Lease  Obligations"  shall mean, for any Person,  all
obligations  of such  Person to pay rent or other  amounts  under a lease of (or
other  agreement  conveying  the  right  to use)  Property  to the  extent  such
obligations  are required to be classified  and accounted for as a capital lease
on a  balance  sheet of such  Person  under  GAAP,  and,  for  purposes  of this
Agreement,  the  amount  of such  obligations  shall be the  capitalized  amount
thereof, determined in accordance with GAAP.

                  "Capital  Stock" shall mean,  with respect to any Person,  any
and  all  shares,  interests,   participations  or  other  equivalents  (however
designated,  whether  voting or  non-voting)  of such Person's  capital stock or
other ownership interests,  including,  without limitation, all common stock and
all preferred stock.

                  "Casualty  Event" shall mean,  with respect to any Property of
any Person,  any loss of or damage to, or any  condemnation  or other taking of,
such  Property  for  which  such  Person  or any of  its  Subsidiaries  receives
insurance proceeds, or proceeds of a condemnation award or other compensation.

                  "Change of Control" shall mean:

                  (a) that any  "person"  or "group" (as such terms are used for
         purposes of Sections  13(d) and 14(d) of the Exchange  Act,  whether or
         not  applicable,  except that for purposes of this  paragraph  (b) such
         person or group shall be deemed to have  "beneficial  ownership" of all
         shares that such person or group has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time), is
         or becomes the  "beneficial  owner" (as such term is used in Rule 13d-3
         promulgated  pursuant to the Exchange Act), directly or indirectly,  of
         more than 25% of the aggregate  voting power of all Voting Stock of the
         Parent; or

                  (b) that  individuals  who on the date hereof  constituted the
         Board of Directors of the Parent (together with any new directors whose
         election  by  such  Board  or  whose  nomination  for  election  by the
         stockholders  of the Parent was approved by a majority of the directors
         then still in office who were  either  directors  on the date hereof 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 the Parent; or

                  (c)  that  the  Parent  shall  be  required  pursuant  to  the
         provisions  of the Senior  Subordinated  Debt  Documents  (or any other
         agreement  or  instrument  relating  to  or  providing  for  any  other
         Subordinated Indebtedness) to redeem or repurchase, or make an offer to
         redeem or  repurchase,  all or any  portion of the Senior  Subordinated
         Debt  (or  such  Subordinated  Indebtedness,  as the  case may be) as a
         result of a change of control (however defined).

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

                  "Collateral  Account" shall have the meaning  assigned to such
term in Section 4.01 of the Pledge and Security Agreement.

                  "Commission"   shall   mean  the   Securities   and   Exchange
Commission, or any regulatory body that succeeds to the functions thereof.

     "Commitments"  shall  mean the  Revolving  Credit  Commitments.  Where  the
                    context  requires,  the  term  "Commitments"  shall  include
                    reference to the Swingline Commitment.

     "Commitment    Termination  Date" shall mean the Quarterly  Date falling on
                    or nearest to September 1, 2002.

     "Commodity     Hedge  Agreements"  shall have the meaning  assigned to such
                    term in Section 9.18 hereof.

                  "Commonwealth  Group"  shall  mean the  Parent and each of its
Subsidiaries, and a "Member" of the Commonwealth Group shall mean, individually,
the Parent and each of its Subsidiaries.

                  "Continue",  "Continuation" and "Continued" shall refer to the
continuation  pursuant  to Section  2.09  hereof of a  Eurodollar  Loan from one
Interest Period to the next Interest Period.

                  "Convert",  "Conversion"  and  "Converted"  shall  refer  to a
conversion  pursuant to Section  2.09  hereof of one Type of Loans into  another
Type of Loans, which may be accompanied by the transfer by a Lender (at its sole
discretion) of a Loan from one Applicable Lending Office to another.

                  "Credit Documents" shall mean,  collectively,  this Agreement,
the Notes, the Letter of Credit Documents and the Security Documents.

                  "Debt Issuance" shall mean any incurrence or other issuance of
Indebtedness  by the Parent or any of its  Subsidiaries  after the date  hereof,
other than any Specified Debt Issuance.

                  "Default" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

                  "Disposition"  shall mean any sale,  assignment,  transfer  or
other disposition of any Property  (whether now owned or hereafter  acquired) by
the Parent or any of its  Subsidiaries  to any other  Person  excluding  (a) any
sale, assignment, transfer or other disposition of any Property sold or disposed
of in the  ordinary  course of business and on ordinary  business  terms and (b)
Receivables Sales.

                  "Dividend Payment" shall mean dividends (in cash,  Property or
obligations)  on, or other  payments  or  distributions  on  account  of, or the
setting  apart of money  for a  sinking  or other  analogous  fund  for,  or the
purchase,  redemption,  retirement  or other  acquisition  of, any shares of any
class of stock of the  Parent  or any of its  Subsidiaries  or of any  warrants,
options or other  rights to  acquire  the same (or to make any  payments  to any
Person, such as "phantom stock" payments, where the amount thereof is calculated
with  reference  to the fair market or equity  value of the Parent or any of its
Subsidiaries), but excluding dividends payable solely in shares of Capital Stock
of the Parent (or in options,  warrants  and other rights to acquire such shares
of Capital Stock).

                  "Dollars"      and "$" shall  mean  lawful  money of the  
United  States of America.

                  "EBITDA" shall mean,  for any period,  the sum, for the Parent
and its Subsidiaries  (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) net income for such period plus (b)
the amount of Total  Interest  Expense for such period plus (c) income and other
taxes paid during such period plus (d)  depreciation  and  amortization for such
period plus (e)  extraordinary  losses for such period  minus (f)  extraordinary
gains for such period, minus (g) interest received during such period.

                  "Employee  Stock  Repurchases"  shall mean  Dividend  Payments
constituting the purchase, redemption, retirement or other acquisition of shares
of Capital  Stock of the Parent,  of options on any such shares or related stock
appreciation  rights or  similar  securities,  held by  officers,  directors  or
employees  or former  directors,  officers or employees  (or their  transferees,
estates  or  beneficiaries  under  their  estates),   upon  death,   disability,
retirement, severance or termination of employment or service or pursuant to any
agreement  under  which such  shares of Capital  Stock or  related  rights  were
issued.

                  "Environmental  Claim" shall mean, with respect to any Person,
any  written  notice,  claim,  demand or other  communication  (collectively,  a
"claim") by any other Person  alleging or asserting such Person's  liability for
investigatory  costs,  cleanup costs,  governmental  response costs,  damages to
natural  resources  or other  Property,  personal  injuries,  fines or penalties
arising out of, based on or resulting from (i) the presence, or Release into the
environment,  of any Hazardous Material at any location, whether or not owned by
such  Person,  or (ii)  circumstances  forming  the basis of any  violation,  or
alleged  violation,  of any Environmental  Law. The term  "Environmental  Claim"
shall include,  without limitation,  any claim by any governmental authority for
enforcement,  cleanup, removal,  response,  remedial or other actions or damages
pursuant to any applicable  Environmental  Law, and any claim by any third party
seeking damages, contribution,  indemnification,  cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous  Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

                  "Environmental Laws" shall mean any and all present and future
Federal, state, local and foreign laws, rules or regulations,  and any orders or
decrees, in each case as now or hereafter in effect,  relating to the regulation
or  protection  of human  health,  safety or the  environment  or to  emissions,
discharges,  releases  or  threatened  releases  of  pollutants,   contaminants,
chemicals  or toxic or  hazardous  substances  or wastes  into the  environment,
including,  without limitation,  ambient air, soil, surface water, ground water,
wetlands,  land or subsurface  strata, or otherwise relating to the manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of pollutants, contaminants, chemicals or toxic or hazardous substances
or wastes.

                  "Equity  Issuance"  shall mean (a) any issuance or sale by the
Parent or any of its  Subsidiaries  of (i) any of its  Capital  Stock,  (ii) any
warrants or options  exercisable in respect of its Capital Stock (other than any
warrants or options issued to directors,  officers or employees of the Parent or
any   of   its   Subsidiaries    pursuant   to   employee   benefit   or   other
compensation-related  plans  established in the ordinary  course of business and
any Capital Stock of the Parent or such  Subsidiary  issued upon the exercise of
such warrants or options) or (iii) any other security or instrument representing
an equity interest (or the right to obtain any equity interest) in the Parent or
any  of its  Subsidiaries  or  (b)  the  receipt  by  the  Parent  or any of its
Subsidiaries of any capital contribution (whether or not evidenced by any equity
security  issued by the  recipient of such  contribution);  provided that Equity
Issuance  shall not include (x) any such  issuance or sale by any  Subsidiary of
the Parent to the Parent or any Wholly Owned Subsidiary of the Parent or (y) any
capital  contribution by the Parent or any Wholly Owned Subsidiary of the Parent
to any Subsidiary of the Parent.

                  "Equity  Rights" shall mean,  with respect to any Person,  any
subscriptions,  options, warrants, commitments,  preemptive rights or agreements
of any kind (including,  without  limitation,  any stockholders' or voting trust
agreements)  for the issuance,  sale,  registration  or voting of, or securities
convertible  into,  any  additional  shares of Capital  Stock of any  class,  or
partnership or other ownership interests of any type in, such Person.

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

                  "ERISA  Affiliate"  shall  mean  any  corporation  or trade or
business that is a member of any group of organizations (i) described in Section
414(b) or (c) of the Code of which the  Parent is a member  and (ii)  solely for
purposes of potential  liability  under Section  302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created  under  Section  302(f) of ERISA and
Section  412(n) of the Code,  described in Section  414(m) or (o) of the Code of
which the Parent is a member.

                  "Eurodollar  Base  Rate"  shall  mean,  with  respect  to  any
Eurodollar Loan for any Interest Period therefor:

                  (a) the rate per annum (rounded upwards, if necessary,  to the
         nearest 1/16 of 1%) reported on the date two Business Days prior to the
         first day of such Interest  Period on Telerate Access Service Page 3750
         (British Bankers  Association  Settlement Rate) as the London Interbank
         Offered  Rate for  Dollar  deposits  having a term  comparable  to such
         Interest Period and in an amount of $1,000,000 or more; or

                  (b) if said Page shall  cease to be publicly  available  or if
         the  information  contained on said Page,  in the sole  judgment of the
         Administrative  Agent,  shall cease to  accurately  reflect such London
         Interbank  Offered  Rate,  the  Eurodollar  Base  Rate  shall  mean the
         arithmetic mean (rounded upwards, if necessary,  to the nearest 1/16 of
         1%), as determined by the Administrative  Agent, of the rates per annum
         quoted by the respective  Reference Lenders at approximately 11:00 a.m.
         London  time (or as soon  thereafter  as  practicable)  on the date two
         Business  Days prior to the first day of such  Interest  Period for the
         offering by the  respective  Reference  Lenders to leading banks in the
         London  interbank market of Dollar deposits having a term comparable to
         such  Interest  Period  and in an amount  comparable  to the  principal
         amount of the Eurodollar  Loan to be made by the  respective  Reference
         Lenders for such Interest  Period (and, if any Reference  Lender is not
         participating  in any  Eurodollar  Loans  during  any  Interest  Period
         therefor,  the  Eurodollar  Base Rate for such Loans for such  Interest
         Period  shall be  determined  by  reference to the amount of such Loans
         that such Reference  Lender would have made or had  outstanding  had it
         been participating in such Loan during such Interest Period).

                  "Eurodollar  Loans"  shall mean Loans  that bear  interest  at
rates based on rates referred to in the definition of "Eurodollar  Base Rate" in
this Section 1.01.

                  "Eurodollar  Rate" shall mean, for any Eurodollar Loan for any
Interest Period therefor,  a rate per annum (rounded upwards,  if necessary,  to
the nearest 1/100 of 1%) determined by the  Administrative  Agent to be equal to
the  Eurodollar  Base Rate for such Loan for such Interest  Period  divided by 1
minus the Reserve Requirement (if any) for such Loan for such Interest Period.

                  "Events of Default"  shall have the  meaning  assigned to such
term in Section 10 hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

                  "Existing Lenders" shall mean each of the lenders party to the
Existing Credit Agreement immediately prior to the Restatement Effective Date.

                  "Facility"     shall mean the Revolving Credit Facility. 
 Where the context requires, the term "Facility" shall include reference to the
                    Swingline Facility.

                  "Facility  Fees" shall have the meaning  assigned to such term
in Section 2.05(a) hereof.

                  "Federal  Funds Rate" shall  mean,  for any day,  the rate per
annum (rounded upwards,  if necessary,  to the nearest 1/100 of 1%) equal to the
weighted  average of the rates on  overnight  Federal  funds  transactions  with
members of the Federal  Reserve System arranged by Federal funds brokers on such
day, as  published  by the Federal  Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is to
be  determined  is not a Business Day, the Federal Funds Rate for such day shall
be such  rate on such  transactions  on the next  preceding  Business  Day as so
published  on the next  succeeding  Business  Day and (b) if such rate is not so
published  for any Business  Day, the Federal  Funds Rate for such  Business Day
shall be the  average  rate  charged  to NatWest  on such  Business  Day on such
transactions as determined by the Administrative Agent.

                  "Fixed Charges Ratio" shall mean, as at any date, the ratio of
(a) (i) EBITDA  for the  then-current  Calculation  Period to (b) the sum of (i)
Total  Interest  Expense for such period plus (ii) taxes paid during such period
plus (iii) $18,500,000.

                  "GAAP" shall mean  generally  accepted  accounting  principles
applied on a basis  consistent  with those  that,  in  accordance  with the last
sentence of Section  1.02(a) hereof,  are to be used in making the  calculations
for purposes of determining compliance with this Agreement.

                  "General  Guaranteed   Obligations"  shall  have  the  meaning
assigned to such term in Section 6.01(a) hereof.

                  "Guarantee"  shall  mean  a  guarantee,   an  endorsement,   a
contingent  agreement  to  purchase  or to  furnish  funds  for the  payment  or
maintenance of, or otherwise to be or become  contingently  liable under or with
respect to, the Indebtedness,  other obligations,  net worth, working capital or
earnings of any  Person,  or a guarantee  of the payment of  dividends  or other
distributions  upon the stock or equity interests of any Person, or an agreement
to purchase, sell or lease (as lessee or lessor) Property, products,  materials,
supplies  or  services  primarily  for the  purpose of enabling a debtor to make
payment  of such  debtor's  obligations  or an  agreement  to assure a  creditor
against  loss,  and  including,  without  limitation,  causing  a bank or  other
financial  institution  to issue a letter of credit or other similar  instrument
for the benefit of another Person, but excluding  endorsements for collection or
deposit  in  the  ordinary  course  of  business.   The  terms  "Guarantee"  and
"Guaranteed" used as a verb shall have a correlative meaning.

                  "Guaranteed  Obligations"  shall have the meaning  assigned to
such term in Section 6.01(b) hereof.

                  "Guarantors"  shall  mean  (a)  with  respect  to the  General
Guaranteed  Obligations,  the Parent, Holdings and the Subsidiary Guarantors and
(b) with respect to the Joint Obligations, the Revolving Credit Borrowers.

                  "Hazardous  Material"  shall  mean,   collectively,   (a)  any
petroleum or petroleum products,  flammable materials,  explosives,  radioactive
materials,  asbestos,  urea  formaldehyde  foam insulation,  and transformers or
other  equipment  that  contain  polychlorinated  biphenyls  ("PCB's"),  (b) any
chemicals or other  materials  or  substances  that are now or hereafter  become
defined as or included in the definition of "hazardous  substances",  "hazardous
wastes",  "hazardous  materials",   "extremely  hazardous  wastes",  "restricted
hazardous  wastes",  "toxic  substances",  "toxic  pollutants",  "contaminants",
"pollutants" or words of similar import under any  Environmental Law and (c) any
other  chemical  or other  material  or  substance,  exposure to which is now or
hereafter prohibited, limited or regulated under any Environmental Law.

                  "Holdings" shall have the meaning assigned to such term in the
recital of parties to this Agreement.

                  "Immaterial Subsidiary" shall mean, as at any date:

                  (a) Commonal Corp.,  provided that Commonal Corp.  shall cease
         to be an  "Immaterial  Subsidiary"  if at any time it shall have (i) at
         least  5% of the  total  consolidated  assets  of the  Parent  and  its
         Subsidiaries  (determined  as of the last day of the fiscal year of the
         Parent ending on or most recently  ended prior to such date) or (ii) at
         least  5%  of  the   consolidated   revenues  of  the  Parent  and  its
         Subsidiaries  for the  fiscal  year  of the  Parent  ending  on or most
         recently ended prior to such date;

                  (b) each other Subsidiary of the Parent that, as at the end of
         and for the  quarterly  accounting  period  ending on or most  recently
         ended prior to such date,  shall have less than  $500,000 in assets and
         less than $500,000 in gross revenues; and

                  (c) any Subsidiary described in Section 9.08(h) hereof.

                "Indebtedness" shall mean, for any Person (without duplication):

                  (a) obligations created, issued or incurred by such Person for
         borrowed  money  (whether  by  loan,  the  issuance  and  sale  of debt
         securities  or the sale of  Property  to another  Person  subject to an
         understanding or agreement, contingent or otherwise, to repurchase such
         Property from such Person);

                  (b) obligations of such Person to pay the deferred purchase or
         acquisition  price of Property or services,  other than trade  accounts
         payable  (other  than  for  borrowed   money)   arising,   and  accrued
         liabilities  incurred,  in the  ordinary  course of business so long as
         such trade accounts  payable are payable within 90 days of the date the
         respective goods are delivered or the respective services are rendered;

                  (c)  Indebtedness  of others secured by a Lien on the Property
         of such Person,  whether or not the respective  indebtedness so secured
         has been assumed by such Person;

                  (d) obligations of such Person in respect of letters of credit
         or similar  instruments issued or accepted by banks and other financial
         institutions for account of such Person;

                  (e)  Capital Lease Obligations of such Person; and

                  (f) Indebtedness of others Guaranteed by such Person.

                  "Interest  Period" shall mean,  with respect to any Eurodollar
Loan,  each  period  commencing  on the  date  such  Eurodollar  Loan is made or
Converted from a Base Rate Loan or (in the event of a Continuation) the last day
of  the  next  preceding  Interest  Period  for  such  Loan  and  ending  on the
numerically  corresponding  day in the first,  second,  third or sixth  calendar
month  thereafter,  as the  relevant  Borrower may select as provided in Section
4.05  hereof,  except  that each  Interest  Period  that  commences  on the last
Business  Day  of a  calendar  month  (or on  any  day  for  which  there  is no
numerically  corresponding  day in the  appropriate  subsequent  calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month.
Notwithstanding the foregoing: (i) if any Interest Period for any Loan under the
Revolving  Credit Facility would otherwise end after the Commitment  Termination
Date,  such Interest Period shall end on the Commitment  Termination  Date; (ii)
each  Interest  Period that would  otherwise end on a day that is not a Business
Day shall end on the next  succeeding  Business Day (or, if such next succeeding
Business Day falls in the next succeeding  calendar month, on the next preceding
Business Day); and (iii)  notwithstanding  clause (i) above,  no Interest Period
shall have a duration of less than one month and, if the Interest Period for any
Eurodollar  Loan would  otherwise  be a shorter  period,  such Loan shall not be
available hereunder for such period.

                  "Interest  Rate  Protection  Agreement"  shall  mean,  for any
Person,  an interest rate swap, cap or collar  agreement or similar  arrangement
between such Person and one or more  financial  institutions  providing  for the
transfer or  mitigation  of interest  risks either  generally or under  specific
contingencies.

                  "Investment"  shall mean, for any Person:  (a) the acquisition
(whether for cash,  Property,  services or  securities  or otherwise) of Capital
Stock,  bonds,  notes,  debentures,  partnership or other ownership interests or
other  securities  of any  other  Person  or any  agreement  to  make  any  such
acquisition (including,  without limitation, any "short sale" or any sale of any
securities at a time when such  securities are not owned by the Person  entering
into such sale);  (b) the making of any deposit with, or advance,  loan or other
extension  of credit to, any other  Person  (including  the purchase of Property
from another  Person  subject to an  understanding  or agreement,  contingent or
otherwise,  to resell such  Property to such  Person),  but  excluding  any such
advance, loan or extension of credit having a term not exceeding 90 days arising
in  connection  with the sale of  inventory  or  supplies  by such Person in the
ordinary course of business; (c) the entering into of any Guarantee of, or other
contingent  obligation  with respect to,  Indebtedness or other liability of any
other Person and (without duplication) any amount committed to be advanced, lent
or  extended  to  such  Person;  (d) the  entering  into  of any  Interest  Rate
Protection Agreement; or (e) the entering into of any Commodity Hedge Agreement.

                  "Issuing  Bank"  shall  mean  NatWest  and each  other  Lender
requested  by the  Parent  and  approved  by the  Administrative  Agent to be an
"Issuing Bank" hereunder, as the issuers of Letters of Credit under Section 2.03
hereof, together with their respective successors and assigns in such capacity.

                  "Joint  Obligations"  shall have the meaning  assigned to such
term in Section 6.01(b) hereof.

                  "Lender"  shall have the meaning  assigned to such term in the
recital of parties to this  Agreement.  When reference is made in this Agreement
or any other Credit  Document to any  "relevant"  Lender in connection  with any
Facility,  such  reference  shall be  deemed  to  refer  to a Lender  that has a
Commitment, outstanding Loans or outstanding Notes under such Facility.

                  "Letter of Credit  Documents"  shall mean, with respect to any
Letter  of  Credit,  collectively,   any  application  therefor  and  any  other
agreements,  instruments,  guarantees  or other  documents  (whether  general in
application or applicable only to such Letter of Credit)  governing or providing
for (a) the rights and  obligations  of the  parties  concerned  or at risk with
respect to such Letter of Credit or (b) any collateral  security for any of such
obligations,  each as the same may be modified  and  supplemented  and in effect
from time to time.

                  "Letter of Credit  Interest"  shall mean,  for each  Revolving
Credit  Lender,  such  Lender's  participation  interest (or, in the case of the
relevant  Issuing Bank,  such Issuing  Bank's  retained  interest) in an Issuing
Bank's  liability  under  Letters of Credit issued by such Issuing Bank and such
Lender's rights and interests in  Reimbursement  Obligations and fees,  interest
and other amounts payable in connection with Letters of Credit and Reimbursement
Obligations.

                  "Letter of Credit Liability" shall mean, without  duplication,
at any time and in respect of any Letter of Credit,  the sum of (a) the  undrawn
face  amount of such Letter of Credit plus (b) the  aggregate  unpaid  principal
amount of all Reimbursement  Obligations at such time due and payable in respect
of all  drawings  made  under  such  Letter  of  Credit.  For  purposes  of this
Agreement,  a Revolving  Credit  Lender (other than the Issuing Bank that issued
the  relevant  Letter  of  Credit)  shall be  deemed  to hold a Letter of Credit
Liability in an amount equal to its participation interest in the related Letter
of Credit under  Section  2.03 hereof,  and such Issuing Bank shall be deemed to
hold a Letter of Credit Liability in an amount equal to its retained interest in
the related  Letter of Credit  after  giving  effect to the  acquisition  by the
Revolving  Credit  Lenders  other than such Issuing Bank of their  participation
interests under said Section 2.03.

                  "Letters of Credit"  shall have the  meaning  assigned to such
term in Section 2.03(a) hereof.

                  "Lien" shall mean, with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such Property.  For purposes of this Agreement and the other Credit Documents, a
Person  shall  be  deemed  to own  subject  to a Lien any  Property  that it has
acquired  or holds  subject  to the  interest  of a vendor or  lessor  under any
conditional  sale agreement,  capital lease or other title  retention  agreement
(other than an operating lease) relating to such Property.

                  "Loans" shall mean the  Revolving  Credit  Loans.  Where the 
context requires,  the  term  "Loans"  shall  include  reference  to Swingline
Loans.

                  "Majority  Lenders" shall mean Lenders holding at least 51% of
the sum of (i) the  aggregate  unused  Commitments,  (ii) the  aggregate  unpaid
principal  amount of the Loans and (iii) the  aggregate  amount of all Letter of
Credit Liabilities.

                  "Margin Stock" shall mean "margin stock" within the meaning of
Regulations G, T, U and X.

                  "Material Adverse Effect" shall mean a material adverse effect
on (a) the business,  properties,  assets, operations,  conditions (financial or
otherwise),  or prospects of the Parent and its  Subsidiaries  taken as a whole,
(b) the  ability  of any  Obligor to perform  its  obligations  under any of the
Credit Documents to which it is a party, (c) the validity or  enforceability  of
any of the Credit Documents,  (d) the rights and remedies of the Lenders and the
Administrative Agent under any of the Credit Documents or (e) the timely payment
of the principal of or interest on the Loans or the Reimbursement Obligations or
other amounts payable in connection therewith.

                  "Moody's" shall mean Moody's Investors Service, Inc., or any
successor thereto.

                  "Mortgages" shall mean, collectively,  one or more Instruments
of Mortgage,  Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing  executed  by one or  more  Obligors  pursuant  to  the  Existing  Credit
Agreement or the  Original  Credit  Agreement or pursuant to Section  9.16(a) or
9.19 hereof, in each case substantially in the form of Exhibit F-1 or F-2 to the
Original  Credit  Agreement,  as the case may be, and  covering  the  respective
Properties and leasehold interest  identified in Schedules I and II thereto,  as
said  Instruments  of Mortgage,  Deed of Trust,  Assignment  of Rents,  Security
Agreement and Fixture  Filing shall be modified and  supplemented  and in effect
from time to time.

                  "Multiemployer  Plan" shall mean a multiemployer  plan defined
as such in Section 3(37) of ERISA to which  contributions  are being made by the
Parent or any ERISA Affiliate and that is covered by Title IV of ERISA.

                  "NatWest" shall mean National Westminster Bank Plc.

                  "Net Available Proceeds" shall mean:

                  (i) in the case of any  Disposition,  the  amount  of Net Cash
Payments received in connection with such Disposition;

                  (ii) in the case of any Casualty Event,  the aggregate  amount
         of proceeds of insurance,  condemnation  awards and other  compensation
         received by the Parent and its Subsidiaries in respect of such Casualty
         Event net of (A)  reasonable  expenses  incurred  by the Parent and its
         Subsidiaries  in connection  therewith and (B)  contractually  required
         repayments  of  Indebtedness  to the  extent  secured by a Lien on such
         Property and any income and transfer taxes payable by the Parent or any
         of its Subsidiaries in respect of such Casualty Event;

                  (iii) in the case of any Equity Issuance or Debt Issuance, the
         aggregate   amount  of  all  cash   received  by  the  Parent  and  its
         Subsidiaries in respect thereof net of reasonable  expenses incurred by
         the Parent and its Subsidiaries in connection therewith; and

                  (iv) in the case of any Receivables Sale, the aggregate amount
         of all cash received by the Parent and its  Subsidiaries  in connection
         with such Receivables Sale net of reasonable  expenses  incurred by the
         Parent and its Subsidiaries in connection therewith.

                  "Net  Cash   Payments"   shall  mean,   with  respect  to  any
Disposition,  the  aggregate  amount of all cash  payments  (including,  without
limitation,  all cash payments received by way of deferred payment pursuant to a
note or  installment  receivable  or otherwise,  but only as and when  received)
received by the Parent and its Subsidiaries directly or indirectly in connection
with such  Disposition;  provided that (a) Net Cash Payments shall be net of (i)
the amount of any legal, title and recording tax expenses, commissions and other
fees  and  expenses  paid or  payable  by the  Parent  and its  Subsidiaries  in
connection with such Disposition and (ii) any Federal, state and local income or
other  taxes  estimated  to be payable by the Parent and its  Subsidiaries  as a
result of such Disposition (but only to the extent that such estimated taxes are
in fact paid to the  relevant  Federal,  state or local  governmental  authority
within six  months of the date of such  Disposition)  and (b) Net Cash  Payments
shall be net of any  repayments  by the  Parent  or any of its  Subsidiaries  of
Indebtedness  to the extent that (i) such  Indebtedness  is secured by a Lien on
the Property that is the subject of such  Disposition and (ii) the transferee of
(or holder of a Lien on) such Property requires that such Indebtedness be repaid
as a condition to the purchase of such Property.

                  "Notes" shall mean Revolving  Credit Notes.  Where the context
requires, the term "Notes" shall include reference to the Swingline Note.

                  "Obligors"  shall mean,  collectively,  the  Borrowers and the
Guarantors.

                  "Other Event of Default"  shall mean an Event of Default other
than under Section 10(a) or 9.10 hereof.

                  "Parent"  shall have the meaning  assigned to such term in the
recital of parties to this Agreement.

                  "PBGC" shall mean the Pension Benefit Guaranty  Corporation or
any entity succeeding to any or all of its functions under ERISA.

                  "Permitted Investments" shall mean:

                  (a) direct obligations of the United States of America,  or of
         any agency  thereof,  or  obligations  guaranteed  as to principal  and
         interest by the United States of America,  or of any agency thereof, in
         either case maturing not more than 90 days from the date of acquisition
         thereof;

                  (b) time  deposits or  certificates  of deposit  issued by any
         bank or trust company  organized under the laws of the United States of
         America or any state thereof whose  outstanding  senior  long-term debt
         securities  are rated either A- or better by Standard & Poor's or A3 or
         better  by  Moody's,  maturing  not more  than 90 days from the date of
         acquisition thereof;

                  (c) commercial  paper rated A-1 or better or P-1 by Standard &
         Poor's or Moody's,  respectively,  maturing  not more than 90 days from
         the date of acquisition thereof;

                  (d)  repurchase  obligations  with a term of not more  than 30
         days for underlying  securities of the types specified in paragraph (a)
         of  this  definition  with  any  bank  or  trust  company  meeting  the
         qualifications specified in paragraph (b) of this definition; and

                  (e) Investments in money market mutual funds substantially all
         of the assets of which are cash or Permitted  Investments  specified in
         paragraphs (a) through (d) of this definition;

in each case so long as the same (i) provide for the  payment of  principal  and
interest (and not principal alone or interest alone) and (ii) are not subject to
any contingency regarding the payment of principal or interest.

                  "Permitted  Receivables Financing" shall mean a transaction or
series of transactions (including amendments, supplements, extensions, renewals,
replacements,  refinancings  or  modifications  thereof)  pursuant  to  which  a
Securitization  Subsidiary  purchases  Receivables  and Related  Assets from the
Parent or any of its  Subsidiaries  and finances  such  Receivables  and Related
Assets through the issuance of Indebtedness  or equity  interests or through the
sale of the Receivables and Related Assets or a fractional undivided interest in
the Receivables and Related Assets;  provided that (a) the Board of Directors of
the Parent shall have  determined in good faith that such Permitted  Receivables
Financing  is   economically   fair  and  reasonable  to  the  Parent  and  such
Securitization Subsidiary, (b) all sales of Receivables and Related Assets to or
by such  Securitization  Subsidiary are made at fair market value (as determined
in good faith by the Board of Directors of the  Parent),  (c) the interest  rate
applicable to such  financing  shall be a market rate of interest as of the time
such financing is entered into, (d) the covenants,  termination events and other
provisions  thereof  shall be market terms (as  determined  in good faith by the
Board of  Directors  of the  Parent),  (e) no portion of the  Indebtedness  of a
Securitization  Subsidiary  is Guaranteed by or is recourse to the Parent or any
of its other  Subsidiaries  (other than recourse for customary  representations,
warranties,  covenants  and  indemnities,  none of which  shall  related  to the
collectibility of the Receivables and Related Assets) and (f) neither the Parent
nor any of its other  Subsidiaries  has any  obligation  to maintain or preserve
such Securitization Subsidiary's financial condition.

                  "Permitted   Reinvestment  Capital  Expenditures"  shall  mean
Capital Expenditures made with the Net Available Proceeds of Casualty Events and
Dispositions  that the  Parent  or any of its  Subsidiaries  is  reinvesting  in
replacement assets in accordance with Section 9.05(c) hereof.

                  "Person"  shall  mean any  individual,  corporation,  company,
voluntary  association,  partnership,  limited liability company, joint venture,
trust, unincorporated organization or government (or any agency, instrumentality
or political subdivision thereof).

                  "Placement Agreement" shall mean the Placement Agreement dated
as of  September  20,  1996  pursuant  to which  the  purchasers  of the  Senior
Subordinated Debt have agreed to purchase and re-offer the same.

                  "Plan"   shall  mean  an   employee   benefit  or  other  plan
established  or  maintained  by the  Parent or any ERISA  Affiliate  and that is
covered by Title IV of ERISA, other than a Multiemployer Plan.

                  "Pledge  and  Security  Agreement"  shall mean the Amended and
Restated Pledge and Security Agreement dated as of November 29, 1996 between the
Obligors and the  Administrative  Agent,  as amended by Amendment  No. 1 thereto
dated as of the date hereof and as thereafter  modified and  supplemented and in
effect from time to time.

                  "Post-Default  Rate" shall mean a rate per annum equal to 2.0%
plus the Base Rate as in effect from time to time plus the Applicable Margin for
Base Rate Loans, provided that the "Post-Default Rate" with respect to principal
of a  Eurodollar  Loan  shall be 2.0%  plus the  interest  rate for such Loan as
provided in Section 3.02(b) hereof.

                  "Prime Rate" shall mean, at any time, the Bank Prime Loan rate
then most  recently  published by the Board of Governors of the Federal  Reserve
System in Federal Reserve Statistical Release H.15(519) entitled "Selected
Interest Rates", or any successor publication.

                  "Pro Forma  Leverage  Ratio"  shall mean,  as at any date with
respect to any Stock  Repurchase or any repurchase or redemption of Subordinated
Indebtedness,  the ratio of (a) Total Indebtedness as at such date to (b) EBITDA
for the  Calculation  Period,  calculated  on a pro forma basis as if such Stock
Repurchase or such  repurchase or redemption of  Subordinated  Indebtedness  had
occurred on the first day of such Calculation Period.

                  "Pro Forma Leverage Ratio Amount" shall mean,  with respect to
any period specified below, the ratio set forth opposite such period:

                  Period                                                 Ratio

         From and including
           the Restatement Effective Date
           to and including
           December 30, 1998                                  3.00 to 1.00

         From and including
           December 31, 1998
             to and including
           December 30, 1999                                  2.75 to 1.00

         From and including
           December 31, 1999
           to and including
           December 30, 2000                                  2.50 to 1.00

         From and including
           December 31, 2000
           to and including
           December 30, 2001                                  2.25 to 1.00

         From December 31, 2001
           and at all times thereafter                        2.00 to 1.00

                  "Property"  shall mean any right or interest in or to property
of any kind whatsoever,  whether real, personal or mixed and whether tangible or
intangible.

                  "Quarterly  Dates" shall mean the first Business Day of March,
June, September and December in each year, the first of which shall be the first
such day after the date hereof.

                  "Quarterly  Financial  Statements"  shall  mean the  financial
statements furnished to the Lenders under Section 9.01(a) hereof.

                  "Receivables   and  Related   Assets"   shall  mean   accounts
receivable and instruments,  chattel paper, obligations, general intangibles and
other  similar  assets,  in each case  relating to such  receivables,  including
interests in merchandise or goods,  the sale or lease of which gave rise to such
receivable,   related  contractual  rights,   guarantees,   insurance  proceeds,
collections, other related assets and proceeds of all of the foregoing.

                  "Receivables  Sale"  shall  mean any sale,  transfer  or other
disposition  of  Receivables  and  Related  Assets  by the  Parent or any of its
Subsidiaries, but excluding sales or transfers of Receivables and Related Assets
for purposes of  collection  in the ordinary  course of business and  consistent
with past practice.

                  "Reference  Lenders"  shall mean NatWest and such other Lender
or Lenders as the  Administrative  Agent and the  Parent  shall  agree (or their
respective Applicable Lending Offices, as the case may be).

                  "Regulation A",  "Regulation D",  "Regulation G",  "Regulation
T", "Regulation U" and "Regulation X" shall mean,  respectively,  Regulations A,
D, G, T, U and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.

                  "Regulatory  Change"  shall mean,  with respect to any Lender,
any change after the date hereof in Federal, state or foreign law or regulations
(including,  without  limitation,  Regulation D) or the adoption or making after
such date of any  interpretation,  directive  or request  applying to a class of
banks  including  such Lender of or under any  Federal,  state or foreign law or
regulations  (whether  or not having the force of law and whether or not failure
to comply  therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

                  "Reimbursement  Obligation"  shall  mean,  at  any  time,  the
obligations  of the Revolving  Credit  Borrowers then  outstanding,  or that may
thereafter  arise in  respect  of all  Letters of Credit  then  outstanding,  to
reimburse  amounts paid by an Issuing  Bank in respect of any  drawings  under a
Letter of Credit issued by such Issuing Bank.

                  "Release" shall mean any release,  spill,  emission,  leaking,
pumping,  injection,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration into the environment,  including,  without limitation, the movement of
Hazardous  Materials  through  ambient air, soil,  surface water,  ground water,
wetlands, land or subsurface strata.

                  "Relevant  Parties"  shall have the  meaning  assigned to such
term in Section 10(b) hereof.

                  "Reserve  Requirement" shall mean, for any Interest Period for
any  Eurodollar  Loan, the average  maximum rate at which  reserves  (including,
without  limitation,  any  marginal,  supplemental  or emergency  reserves)  are
required to be  maintained  during such  Interest  Period under  Regulation D by
member  banks of the  Federal  Reserve  System in New York  City  with  deposits
exceeding one billion Dollars against  "Eurocurrency  liabilities" (as such term
is used in Regulation  D).  Without  limiting the effect of the  foregoing,  the
Reserve  Requirement  shall include any other reserves required to be maintained
by such member banks by reason of any Regulatory  Change with respect to (i) any
category  of  liabilities  that  includes  deposits  by  reference  to which the
Eurodollar  Base Rate is to be  determined  as  provided  in the  definition  of
"Eurodollar  Base Rate" in this Section 1.01 or (ii) any category of  extensions
of credit or other assets that includes Eurodollar Loans.

                  "Responsible  Officer" shall mean, with respect to any Person,
the Treasurer,  Chief  Financial  Officer and Controller of such Person and such
other officers of the relevant Person as the Administrative Agent may agree.

                  "Restatement  Effective Date" shall mean the date on which the
conditions  to  effectiveness  set forth in Section  7.01 hereof shall have been
satisfied or waived.

                  "Revolving Credit Borrower" shall have the meaning assigned to
such term in the preamble of this Agreement.

                  "Revolving Credit Borrowing Period" shall mean the period from
and including the Restatement Effective Date to but not including the Commitment
Termination Date.

                  "Revolving Credit Commitment" shall mean, as to each Revolving
Credit Lender, the obligation of such Lender to make Revolving Credit Loans, and
to issue or participate in Letters of Credit pursuant to Section 2.03 hereof, in
an aggregate  principal or face amount at any one time outstanding up to but not
exceeding  the amount set  opposite the name of such Lender on Schedule I hereto
under the caption "Revolving Credit Commitment" or, in the case of a Person that
becomes a Revolving  Credit  Lender  pursuant to an assignment  permitted  under
Section 12.06(b) hereof, as specified in the respective instrument of assignment
pursuant to which such  assignment  is effected (as the same may be reduced from
time to time pursuant to Section 2.04 hereof). The aggregate principal amount of
the Revolving Credit Commitments is $100,000,000 as of the Restatement Effective
Date.

                  "Revolving  Credit  Commitment  Percentage"  shall mean,  with
respect  to any  Revolving  Credit  Lender,  the ratio of (a) the  amount of the
Revolving  Credit  Commitment of such Lender to (b) the aggregate  amount of the
Revolving Credit Commitments of all of the Lenders.

                  "Revolving  Credit  Facility" shall mean the revolving  credit
facility provided hereunder in respect of the Revolving Credit Commitments.

                  "Revolving  Credit Lenders" shall mean (a) on the date hereof,
the Lenders  having  Revolving  Credit  Commitments on Schedule I hereto and (b)
thereafter,  the Lenders from time to time holding Revolving Credit Loans or and
Revolving  Credit  Commitments  after giving effect to any  assignments  thereof
permitted by Section 12.06(b) hereof.

                  "Revolving  Credit Loans" shall mean the loans provided for by
Section 2.01(b) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

                  "Revolving Credit Notes" shall mean the promissory notes under
the Revolving  Credit  Facility  provided for by Section  2.08(a) hereof and all
promissory notes delivered in substitution or exchange therefor, in each case as
the same shall be modified and supplemented and in effect from time to time.

                  "Securitization  Subsidiary"  shall mean a  Subsidiary  of the
Parent (all of the  outstanding  Capital  Stock of which,  other than de minimis
preferred stock and director's  qualifying shares, if any, is owned, directly or
indirectly,   by  the  Parent)  or  another  special  purpose  vehicle  that  is
established for the limited  purpose of acquiring and financing  Receivables and
Related  Assets of the Parent  and/or any of its  Subsidiaries  and  engaging in
activities ancillary thereto.

                  "Security Documents" shall mean, collectively,  the Pledge and
Security  Agreement,  the Mortgages and all Uniform  Commercial  Code  financing
statements  required thereby to be filed with respect to the security  interests
in personal Property and fixtures created pursuant thereto.

                  "Senior  Indebtedness"  shall  mean  all  Indebtedness  of the
Parent  and  its  Subsidiaries  (determined  on  a  consolidated  basis  without
duplication in accordance with GAAP) other than Subordinated Indebtedness.

                  "Senior  Subordinated Debt" shall mean the Indebtedness of the
Parent in respect of the  10-3/4%  Senior  Subordinated  Notes of the Parent due
October 1, 2006 issued under the Senior Subordinated Debt Indenture.

                  "Senior  Subordinated Debt Documents" shall mean the Placement
Agreement,  the Senior  Subordinated  Debt  Indenture,  the  securities or other
instruments  evidencing the Senior  Subordinated  Debt and all other  documents,
instruments  and  agreements  executed  and  delivered  in  connection  with the
original  issuance of the Senior  Subordinated  Debt,  in each case, as the same
shall,  subject to Section 9.17  hereof,  be modified  and  supplemented  and in
effect from time to time.

                  "Senior  Subordinated Debt Indenture" shall mean the Indenture
dated as of  September  20,  1996  between the  Parent,  each of the  subsidiary
guarantors  party  thereto and Harris  Trust and Savings  Bank,  as Trustee,  as
supplemented by a First Supplemental  Indenture thereto dated as of November 12,
1996 in substantially the form delivered to the Lenders prior to the date hereof
and as the same shall,  subject to Section 9.17 hereof,  be further modified and
supplemented and in effect from time to time.

                  "Specified   Debt  Issuance"  shall  mean  any  incurrence  or
issuance of  Indebtedness  under Section 9.07 hereof other than under  paragraph
(g) thereof (except to the extent such  Indebtedness  constitutes  Capital Lease
Obligations  and other  Indebtedness  secured by Liens  permitted  under Section
9.06(i) or 9.06(j) hereof).

                  "Specified Event of Default Period" shall mean:

                  (a) any period  during  which an Event of Default has occurred
         and is continuing under Section 10(a) hereof;

                  (b) any period  during  which an Event of Default has occurred
         and is continuing under Section 9.10 hereof; and

                  (c) the period  specified below relating to any Other Event of
         Default that continues unremedied for a period of 30 or more days after
         notice thereof to the Parent by the Administrative  Agent or any Lender
         (through the Administrative Agent). For purposes of this paragraph (c),
         the "Specified  Event of Default Period" relating to any Other Event of
         Default shall be the period:

                             (i)  commencing  on the  earlier of (x) the date on
                  which the Parent first obtains  knowledge of the occurrence of
                  such Other Event of Default  and (y) the date on which  notice
                  of such Other Event of Default is  delivered  to the Parent by
                  the   Administrative   Agent  or  any  Lender   (through   the
                  Administrative Agent) and

                            (ii) ending on the date on which such Other Event of
Default is cured or waived.

                  "Standard & Poor's" shall mean Standard & Poor's Ratings Group
or any successor thereto.

                  "Stock Repurchases" shall mean Dividend Payments  constituting
the purchase, redemption, retirement or other acquisition of shares of any class
of Capital Stock of the Parent, but excluding Employee Stock Repurchases.

                  "Subordinated  Indebtedness"  shall  mean,  collectively,  (a)
Senior  Subordinated Debt and (b) other Indebtedness (i) for which the Parent is
directly and primarily liable, (ii) in respect of which none of its Subsidiaries
is  contingently  or otherwise  obligated and (iii) that is  subordinated to the
obligations of the Obligors  hereunder on terms,  and pursuant to  documentation
containing other terms (including interest,  amortization,  covenants and events
of  default),  no less  favorable to the Lenders than the terms set forth in the
Senior   Subordinated   Debt  Documents  or  otherwise  in  form  and  substance
satisfactory to the Majority Lenders.

                  "Subsidiary"  shall  mean,  with  respect to any  Person,  any
corporation,  partnership  or other  entity of which at least a majority  of the
securities or other  ownership  interests  having by the terms thereof  ordinary
voting  power to elect a majority  of the board of  directors  or other  persons
performing  similar functions of such  corporation,  partnership or other entity
(irrespective  of  whether  or not at the time  securities  or  other  ownership
interests  of any other  class or classes of such  corporation,  partnership  or
other entity shall have or might have voting power by reason of the happening of
any  contingency)  is at the time directly or indirectly  owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.

                  "Subsidiary  Guarantors"  shall have the  meaning  assigned to
such term in the recital of parties to this Agreement.

                  "Swingline  Commitment"  shall  mean  the  obligation  of  the
Swingline  Lender to make Swingline  Loans in an aggregate  principal at any one
time outstanding up to but not exceeding $20,000,000.

                  "Swingline   Facility"  shall  mean  the  swingline   facility
provided hereunder in respect of the Swingline Commitments.

                  "Swingline  Lender"  shall  mean  NatWest in its  capacity  as
lender  under the  Swingline  Facility,  together  with its  successors  in such
capacity.

                  "Swingline Loans" shall have the meaning assigned to such term
in Section 2.01(b) hereof.

                  "Swingline  Note" shall mean a promissory note provided for by
Section  2.08(a) hereof and any promissory  note  delivered in  substitution  or
exchange  therefor,  in each case as the same shall be modified and supplemented
and in effect from time to time.

                  "Total  Indebtedness" shall mean, as at any date, the sum, for
the Parent and its  Subsidiaries  (determined  on a  consolidated  basis without
duplication in accordance with GAAP), of (a) all  Indebtedness and (b) all other
liabilities   that  should  be  classified  as   indebtedness  on  the  Parent's
consolidated balance sheet.

                  "Total  Interest  Coverage Ratio" shall mean, at any date, the
ratio of (a) EBITDA for the Calculation Period to (b) Total Interest Expense for
such period.

                  "Total Interest Expense" shall mean, for any period,  the sum,
for the Parent and its Subsidiaries  (determined on a consolidated basis without
duplication  in accordance  with GAAP),  of the  following:  (a) all interest in
respect of Indebtedness (including,  without limitation,  the interest component
of any payments in respect of Capital Lease Obligations)  accrued or capitalized
during such period  (whether or not  actually  paid during such period) plus (b)
the net amount payable (or minus the net amount  receivable) under Interest Rate
Protection  Agreements  during such  period  (whether  or not  actually  paid or
received  during  such  period)  plus (c) all fees in respect  of any  Permitted
Receivables Financing accrued and/or paid during such period.

                  "Total  Leverage  Ratio" shall mean, as at any date, the ratio
of (a) Total  Indebtedness  as at such date to (b)  EBITDA  for the  Calculation
Period.

                  "Type" shall have the meaning assigned to such term in Section
1.03 hereof.

                  "Voting Stock" shall mean, with respect to any Person, Capital
Stock of any class or kind ordinarily  having the power to vote for the election
of directors,  managers or other voting  members of the  governing  body of such
Person.

                  "Wholly  Owned  Subsidiary"  shall mean,  with  respect to any
Person, any corporation,  partnership or other entity of which all of the equity
securities  or  other  ownership  interests  (other  than,  in  the  case  of  a
corporation,  directors'  qualifying shares) are directly or indirectly owned or
controlled  by such  Person or one or more  Wholly  Owned  Subsidiaries  of such
Person or by such  Person  and one or more  Wholly  Owned  Subsidiaries  of such
Person.

                  1.02 Accounting Terms and  Determinations


                  (a)  Except  as  otherwise   expressly  provided  herein,  all
accounting terms used herein shall be interpreted,  and all financial statements
and certificates and reports as to financial matters required to be delivered to
the  Lenders  hereunder  shall  (unless  otherwise  disclosed  to the Lenders in
writing at the time of delivery thereof in the manner described in paragraph (b)
below) be prepared,  in accordance with generally accepted accounting principles
applied on a basis  consistent  with those used in the preparation of the latest
financial  statements  furnished to the Lenders hereunder  (which,  prior to the
delivery of the first financial statements under Section 9.01 hereof, shall mean
the audited financial  statements as at December 31, 1996 referred to in Section
8.02 hereof).  All calculations made for the purposes of determining  compliance
with this Agreement  shall (except as otherwise  expressly  provided  herein) be
made by application of generally  accepted  accounting  principles  applied on a
basis  consistent  with those used in the  preparation  of the latest  annual or
quarterly financial statements furnished to the Lenders pursuant to Section 9.01
hereof  (or,  prior to the  delivery  of the first  financial  statements  under
Section 9.01 hereof, used in the preparation of the audited financial statements
as at December  31,  1996  referred to in Section  8.02  hereof)  unless (i) the
Parent shall have objected to determining  such  compliance on such basis at the
time of delivery of such financial statements or (ii) the Majority Lenders shall
so object in writing within 30 days after delivery of such financial statements,
in either of which events such calculations  shall be made on a basis consistent
with those used in the  preparation  of the latest  financial  statements  as to
which such  objection  shall not have been made (which,  if objection is made in
respect of the first financial  statements  delivered under Section 9.01 hereof,
shall mean the audited financial statements referred to in Section 8.02 hereof).

                  (b) The Parent  shall  deliver to the Lenders at the same time
as the delivery of any annual or quarterly  financial  statement  under  Section
9.01 hereof (i) a  description  in reasonable  detail of any material  variation
between the application of accounting  principles employed in the preparation of
such  statement and the  application  of accounting  principles  employed in the
preparation of the next preceding annual or quarterly financial statements as to
which no  objection  has been  made in  accordance  with  the last  sentence  of
paragraph (a) above and (ii) reasonable estimates of the difference between such
statements arising as a consequence thereof.

                  (c) On the date hereof, (i) the last day of the fiscal year of
Alflex and each of its  Subsidiaries is March 31, and the last days of the first
three fiscal quarters in each of their fiscal years is June 30, September 30 and
December  31, and (ii) the last day of the fiscal year of the Parent and each of
its  Subsidiaries  is December  31, and the last days of the first three  fiscal
quarters in each of their fiscal years is March 31, June 30 and September 30. To
enable the ready and consistent  determination  of compliance with the covenants
set forth in Section 9 hereof,  neither  the Parent nor any of its  Subsidiaries
will  change the last day of its fiscal year or the last days of the first three
fiscal quarters in each of its fiscal years.

                  1.03 Types of Loans.  Loans  hereunder  are
distinguished  by "Type".  The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan or a Eurodollar Loan, each of which constitutes a Type.


                  Section  2.  Commitments,  Loans,  Notes  and  Prepayments.


                  2.01 Loans.

                  (a)  Revolving Credit Loans.

                  (i) On the Restatement  Effective Date, the "Revolving  Credit
         Loans" held by the Existing Lenders under the Existing Credit Agreement
         shall automatically,  and without any action on the part of any Person,
         be  designated  as Revolving  Credit Loans  hereunder and each Existing
         Lender,   if  any,  whose  relative   proportion  of  Revolving  Credit
         Commitments  hereunder is  increasing  over the  proportion of Existing
         Revolving  Credit Loans held by it under the Existing Credit  Agreement
         shall, by assignments  from the Existing Lenders (which shall be deemed
         to occur  automatically on the Restatement  Effective Date),  acquire a
         portion of the Revolving  Credit Loans of the Existing  Lenders in such
         amounts  (and  the  Revolving   Credit  Lenders   shall,   through  the
         Administrative Agent, make such additional adjustments among themselves
         as shall be necessary) so that after giving effect to such  assignments
         and adjustments,  the Revolving Credit Lenders shall hold the Revolving
         Credit Loans  hereunder  ratably in  accordance  with their  respective
         Revolving Credit Commitments.

                  (ii) In addition to the  Revolving  Credit Loans  provided for
         under Section 2.01(a)(i) hereof, each Revolving Credit Lender severally
         agrees, on the terms and conditions of this Agreement, to make loans to
         each of CAC,  Alflex and CACI in Dollars  during the  Revolving  Credit
         Borrowing  Period  in an  aggregate  principal  amount  at any one time
         outstanding  (as to all such  Borrowers)  up to but not  exceeding  the
         amount of the Revolving  Credit  Commitment of such Lender as in effect
         from time to time,  provided  that in no event shall the sum of (x) the
         aggregate principal amount of all Revolving Credit Loans (including all
         Swingline  Loans),  together with the aggregate amount of all Letter of
         Credit  Liabilities  plus  (y) the  aggregate  amount  of the  Reserved
         Commitments  exceed  the  aggregate  amount  of  the  Revolving  Credit
         Commitments as in effect from time to time.

                  (iii)  On  the  Restatement   Effective  Date,  all  "Interest
         Periods" under the Existing Credit Agreement in respect of the Existing
         Revolving Credit Loans shall automatically be terminated,  and, subject
         to the terms and  conditions  of this  Agreement,  during the Revolving
         Credit  Borrowing  Period the  Revolving  Credit  Borrowers may borrow,
         repay and reborrow the amount of the Revolving  Credit  Commitments  by
         means of Base Rate Loans and Eurodollar Loans and may Convert Revolving
         Credit  Loans of one Type into  Revolving  Credit Loans of another Type
         (as provided in Section 2.09 hereof) or Continue Revolving Credit Loans
         of one Type as Revolving  Credit Loans of the same Type (as provided in
         Section 2.09 hereof).

                  (b) Swingline  Loans.  Subject to the terms and  conditions of
this  Agreement,  in addition to the  Revolving  Credit  Loans  provided  for in
Section 2.01(b) hereof,  the Swingline  Lender agrees to make loans  ("Swingline
Loans") to each of the Revolving  Credit  Borrowers  during the Revolving Credit
Borrowing Period.  During the Revolving Credit Borrowing  Period,  the Revolving
Credit Borrowers may borrow,  repay and reborrow Swingline Loans,  provided that
the sum of (x) the  aggregate  principal  amount of all  Revolving  Credit Loans
(including  all Swingline  Loans),  together  with the  aggregate  amount of all
Letter of Credit Liabilities plus (y) the Reserved Commitments, shall not at any
time exceed the aggregate amount of the Revolving  Credit  Commitments nor shall
the aggregate  principal amount of all Swingline Loans exceed  $20,000,000.  All
Swingline  Loans shall be made only as Base Rate Loans and may not be made as or
Converted into Eurodollar Loans.

                  Upon demand by the Swingline Lender through the Administrative
Agent,  each other Lender having a Revolving  Credit  Commitment  shall purchase
from the Swingline  Lender,  and the  Swingline  Lender shall sell and assign to
each  other  such  Lender,  such  other  Lender's  Revolving  Credit  Commitment
Percentage of each  outstanding  Swingline  Loan (and related claims for accrued
and unpaid interest  thereon) made by such Swingline Lender, by making available
for the account of its Applicable Lending Office to the Administrative Agent for
the account of such Swingline  Lender by deposit to the  Administrative  Agent's
Account, in same day funds, an amount equal to the sum of (x) the portion of the
outstanding  principal  amount of such  Swingline  Loans to be purchased by such
Lender  plus (y)  interest  accrued  and  unpaid  to and as of such date on such
portion  of the  outstanding  principal  amount of such  Swingline  Loans.  Each
Lender's  obligations  to make such  payments  to the  Administrative  Agent for
account of the Swingline Lender under this paragraph, and the Swingline Lender's
right to receive the same, shall be absolute and  unconditional and shall not be
affected by any circumstance  whatsoever,  including,  without  limitation,  the
failure  of any other  Lender to make its  payment  under  this  paragraph,  the
financial condition of any Obligor, the existence of any Default, the failure of
any of the  conditions  set forth in  Section 7 hereof to be  satisfied,  or the
termination of all or any of the Commitments. Each such payment to the Swingline
Lender shall be made  without any offset,  abatement,  withholding  or reduction
whatsoever.  Each Lender  agrees to purchase  its  Revolving  Credit  Commitment
Percentage of such outstanding  Swingline Loans on (x) the Business Day on which
demand therefor is made by such Swingline  Lender,  provided that notice of such
demand is given not later than  12:00  noon New York City time on such  Business
Day or (y) the first Business Day next  succeeding such demand if notice of such
demand is given  after  such time.  Upon any such  assignment  by the  Swingline
Lender to any other  Lender of a portion  of the  Swingline  Lender's  Swingline
Loans,  the Swingline  Lender  represents and warrants to such other Lender that
the Swingline  Lender is the legal and  beneficial  owner of such interest being
assigned by it, but makes no other  representation  or  warranty  and assumes no
responsibility  with respect to such  Swingline  Loan. If and to the extent that
any Lender shall not have so made the amount of such Swingline Loan available to
the Administrative  Agent, such Lender agrees to pay to the Administrative Agent
for the account of the Swingline Lender forthwith on demand such amount together
with  interest  thereon,  for each day from the date of demand by the  Swingline
Lender until the date such amount is paid to the  Administrative  Agent,  at the
Federal Funds Rate.

                  (c) Limit on  Eurodollar  Loans.  No more than eight  separate
Interest  Periods in respect of  Eurodollar  Loans under any Facility  from each
Lender may be outstanding at any one time.

                  2.02  Borrowings.  Each Borrower shall give the
Administrative  Agent  (or,  in the  case of  Swingline  Loans,  shall  give the
Swingline  Lender)  notice of each  borrowing  by it  hereunder  as  provided in
Section  4.05  hereof.  Not  later  than  1:00  p.m.  New York  time on the date
specified for each  borrowing  hereunder,  each Lender shall make  available the
amount of the Loan or Loans to be made by it on such date to the  Administrative
Agent,  at an account  specified by the  Administrative  Agent,  in  immediately
available funds, for account of the relevant Borrower. The amount so received by
the  Administrative  Agent shall,  subject to the terms and  conditions  of this
Agreement, promptly be made available to the relevant Borrower by depositing the
same, in immediately  available funds, in an account of such Borrower designated
by such Borrower.

                  2.03  Letters of Credit

                  (a) Subject to the terms and conditions of this Agreement, the
Revolving Credit  Commitments may be utilized,  upon the request of the relevant
Revolving  Credit  Borrower,  in addition to the Revolving  Credit Loans to such
Borrower  provided for by Section  2.01  hereof,  by the issuance by the Issuing
Banks of letters of credit  (collectively,  "Letters of Credit")  for account of
such  Borrower  or any of its  Subsidiaries  (as  specified  by such  Borrower),
provided that in no event shall:

                  (i) the sum of (x)  the  aggregate  amount  of all  Letter  of
         Credit Liabilities, together with the aggregate principal amount of the
         Revolving  Credit Loans  (including  all Swingline  Loans) plus (y) the
         Reserved  Commitments,  exceed the  aggregate  amount of the  Revolving
         Credit Commitments as in effect from time to time;

                  (ii) the outstanding  aggregate amount of all Letter of Credit
         Liabilities exceed $30,000,000; and

                  (iii) the  expiration  date of any  Letter  of  Credit  extend
         beyond  the  earlier  of the  date  five  Business  Days  prior  to the
         Commitment  Termination  Date and the date twelve months  following the
         issuance of such Letter of Credit.

In  addition,  on the  Restatement  Effective  Date,  all  "Letters  of  Credit"
outstanding  under  the  Existing  Credit  Agreement  immediately  prior  to the
Restatement  Effective Date shall automatically,  without any action on the part
of any Person, become Letters of Credit outstanding hereunder.

                  (b) The following additional provisions shall apply to Letters
of Credit:

                  (i) The  relevant  Revolving  Credit  Borrower  shall give the
         Administrative  Agent at least three Business Days'  irrevocable  prior
         notice  (effective  upon  receipt)  specifying  the Business Day (which
         shall be no later than 30 days  preceding  the  Commitment  Termination
         Date) each Letter of Credit is to be issued,  the Issuing Bank to issue
         the same and the account  party or parties  therefor and  describing in
         reasonable   detail  the  proposed  terms  of  such  Letter  of  Credit
         (including the beneficiary  thereof) and the nature of the transactions
         or obligations proposed to be supported thereby (including whether such
         Letter of Credit  is to be a  commercial  letter of credit or a standby
         letter of credit).  Upon receipt of any such notice, the Administrative
         Agent shall advise the relevant Issuing Bank of the contents thereof.

                  (ii) On  each  day  during  the  period  commencing  with  the
         issuance  by an  Issuing  Bank of any  Letter of Credit  and until such
         Letter of Credit shall have expired or been  terminated,  the Revolving
         Credit Commitment of each Lender shall be deemed to be utilized for all
         purposes  of  this  Agreement  in an  amount  equal  to  such  Lender's
         Revolving Credit Commitment  Percentage of the then undrawn face amount
         of such Letter of Credit.  Each Revolving Credit Lender (other than the
         relevant  Issuing Bank) agrees that, upon the issuance of any Letter of
         Credit  hereunder,  it shall  automatically  acquire a participation in
         such Issuing Bank's  liability under such Letter of Credit in an amount
         equal to such Lender's  Revolving Credit Commitment  Percentage of such
         liability,  and each  Revolving  Credit Lender (other than such Issuing
         Bank) thereby shall absolutely, unconditionally and irrevocably assume,
         as  primary  obligor  and not as surety,  and shall be  unconditionally
         obligated  to such  Issuing  Bank to pay and  discharge  when due,  its
         Revolving Credit Commitment Percentage of such Issuing Bank's liability
         under such Letter of Credit.

                  (iii)  Upon  receipt  from the  beneficiary  of any  Letter of
         Credit of any  demand for  payment  under  such  Letter of Credit,  the
         relevant  Issuing  Bank shall  promptly  notify the  relevant  Borrower
         (through  the  Administrative  Agent) of the  amount to be paid by such
         Issuing  Bank as a result of such demand and the date on which  payment
         is to be made by such  Issuing Bank to such  beneficiary  in respect of
         such demand.  Notwithstanding  the identity of the account party of any
         Letter of Credit, the relevant Borrower hereby  unconditionally  agrees
         to pay and  reimburse  the  Administrative  Agent for  account  of such
         Issuing  Bank for the  amount of each  demand  for  payment  under such
         Letter of Credit that is in substantial  compliance with the provisions
         of such Letter of Credit at or prior to the date on which payment is to
         be made by such Issuing  Bank to the  beneficiary  thereunder,  without
         presentment, demand, protest or other formalities of any kind.

                  (iv)  Forthwith  upon its  receipt of a notice  referred to in
         paragraph (iii) of this Section  2.03(b),  the relevant  Borrower shall
         advise the Administrative Agent whether or not such Borrower intends to
         borrow  hereunder to finance its  obligation  to reimburse the relevant
         Issuing  Bank for the amount of the related  demand for payment and, if
         it does,  submit a notice of such borrowing as provided in Section 4.05
         hereof.

                  (v) Each  Revolving  Credit  Lender  (other than the  relevant
         Issuing Bank) shall pay to the Administrative Agent for account of such
         Issuing  Bank at an account  specified by the  Administrative  Agent in
         Dollars and in immediately available funds, the amount of such Lender's
         Revolving Credit Commitment Percentage of any payment under a Letter of
         Credit upon notice by such  Issuing Bank  (through  the  Administrative
         Agent) to such  Revolving  Credit  Lender  requesting  such payment and
         specifying such amount.  Each such Revolving Credit Lender's obligation
         to make such  payment to the  Administrative  Agent for account of such
         Issuing Bank under this paragraph (v), and such Issuing Bank's right to
         receive the same, shall be absolute and  unconditional and shall not be
         affected by any circumstance whatsoever, including, without limitation,
         the failure of any other  Revolving  Credit  Lender to make its payment
         under this  paragraph  (v),  the  financial  condition  of the relevant
         Borrower (or any other account party or Obligor),  the existence of any
         Default or the termination of any of the Commitments. Each such payment
         to an  Issuing  Bank  shall  be made  without  any  offset,  abatement,
         withholding  or reduction  whatsoever.  If any Revolving  Credit Lender
         shall  default  in its  obligation  to make  any  such  payment  to the
         Administrative  Agent for account of such Issuing Bank,  for so long as
         such default shall continue the Administrative Agent may at the request
         of such  Issuing  Bank  withhold  from  any  payments  received  by the
         Administrative  Agent under this  Agreement  or any Note for account of
         such  Revolving  Credit  Lender the amount so in  default  and,  to the
         extent so withheld,  pay the same to such Issuing Bank in  satisfaction
         of such defaulted obligation.

                  (vi) Upon the  making of each  payment by a  Revolving  Credit
         Lender to an Issuing Bank pursuant to paragraph (v) above in respect of
         any Letter of Credit, such Lender shall,  automatically and without any
         further action on the part of the  Administrative  Agent,  such Issuing
         Bank or such Lender,  acquire (x) a participation in an amount equal to
         such payment in the Reimbursement Obligation owing to such Issuing Bank
         by the  relevant  Borrower  hereunder  and under  the  Letter of Credit
         Documents  relating to such Letter of Credit and (y) a participation in
         a  percentage  equal  to  such  Lender's  Revolving  Credit  Commitment
         Percentage  in any  interest or other  amounts  payable by the relevant
         Borrower hereunder and under such Letter of Credit Documents in respect
         of such Reimbursement Obligation (other than the commissions,  charges,
         costs and expenses  payable to such Issuing Bank  pursuant to paragraph
         (vii) of this Section 2.03(b)). Upon receipt by an Issuing Bank from or
         for account of the  relevant  Borrower of any payment in respect of any
         Reimbursement   Obligation   or  any  such  interest  or  other  amount
         (including  by  way  of  setoff  or  application  of  proceeds  of  any
         collateral  security)  such  Issuing  Bank  shall  promptly  pay to the
         Administrative  Agent  for  account  of each  Revolving  Credit  Lender
         entitled  thereto,  such Revolving  Credit  Lender's  Revolving  Credit
         Commitment  Percentage  of such  payment,  each  such  payment  by such
         Issuing  Bank to be made in the same money and funds in which  received
         by such Issuing Bank.  In the event any payment  received by an Issuing
         Bank and so paid to the relevant  Revolving Credit Lenders hereunder is
         rescinded  or must  otherwise be returned by such  Issuing  Bank,  each
         Revolving  Credit Lender  shall,  upon the request of such Issuing Bank
         (through the Administrative Agent), repay to such Issuing Bank (through
         the  Administrative  Agent)  the  amount of such  payment  paid to such
         Lender,  with  interest at the rate  specified in paragraph (x) of this
         Section 2.03(b).

                  (vii)  The  Revolving   Credit  Borrowers  shall  pay  to  the
         Administrative  Agent  for  account  of each  Revolving  Credit  Lender
         (ratably  in  accordance  with  their   respective   Revolving   Credit
         Commitment  Percentages)  a letter of  credit  fee in  respect  of each
         Letter of Credit in an amount equal to the Applicable  Letter of Credit
         Percentage  per annum of the daily average  undrawn face amount of such
         Letter of Credit for the period from and including the date of issuance
         of such  Letter  of Credit  (x) in the case of a Letter of Credit  that
         expires in accordance  with its terms, to and including such expiration
         date and (y) in the case of a Letter of Credit that is drawn in full or
         is otherwise  terminated  other than on the stated  expiration  date of
         such Letter of Credit,  to but excluding the date such Letter of Credit
         is drawn in full or is terminated (such fee to be non-refundable, to be
         paid  in  arrears  on  each   Quarterly  Date  and  on  the  Commitment
         Termination  Date and to be calculated  for any day after giving effect
         to any  payments  made  under such  Letter of Credit on such  day).  In
         addition,   the   Revolving   Credit   Borrowers   shall   pay  to  the
         Administrative Agent for account of each Issuing Bank a fronting fee in
         respect  of each  Letter of Credit  issued by such  Issuing  Bank in an
         amount  equal to 0.25%  per  annum of the daily  average  undrawn  face
         amount of such Letter of Credit for the period from and  including  the
         date of  issuance  of such Letter of Credit (x) in the case of a Letter
         of Credit that expires in accordance  with its terms,  to and including
         such  expiration date and (y) in the case of a Letter of Credit that is
         drawn  in full or is  otherwise  terminated  other  than on the  stated
         expiration  date of such Letter of Credit,  to but  excluding  the date
         such Letter of Credit is drawn in full or is terminated (such fee to be
         non-refundable, to be paid in arrears on each Quarterly Date and on the
         Commitment  Termination  Date and to be  calculated  for any day  after
         giving  effect to any payments made under such Letter of Credit on such
         day) plus all commissions,  charges,  costs and expenses in the amounts
         customarily  charged  by such  Issuing  Bank  from time to time in like
         circumstances with respect to the issuance of each Letter of Credit and
         drawings and other transactions relating thereto.

                  (viii) Promptly following the end of each calendar month, each
         Issuing Bank shall deliver (through the  Administrative  Agent) to each
         Revolving  Credit Lender and each  Revolving  Credit  Borrower a notice
         describing the aggregate amount of all Letters of Credit outstanding at
         the end of such month.  Upon the request of any Revolving Credit Lender
         from  time  to  time,   each  Issuing  Bank  shall  deliver  any  other
         information  reasonably  requested  by such Lender with respect to each
         Letter of Credit then outstanding.

                  (ix) The  issuance  by an  Issuing  Bank of a Letter of Credit
         shall,  in addition to the  conditions  precedent  set forth in Section
         7.02  hereof,  be subject  to the  conditions  precedent  that (x) such
         Letter of Credit shall be in such form,  contain such terms and support
         such  transactions  as  shall  be  satisfactory  to such  Issuing  Bank
         consistent with its then current  practices and procedures with respect
         to  letters of credit of the same type and (y) the  relevant  Revolving
         Credit  Borrower shall have executed and delivered  such  applications,
         agreements and other  instruments  relating to such Letter of Credit as
         such Issuing Bank shall have reasonably  requested  consistent with its
         then current practices and procedures with respect to letters of credit
         of the same type,  provided  that in the event of any conflict  between
         any such application,  agreement or other instrument and the provisions
         of this  Agreement or any Security  Document,  the  provisions  of this
         Agreement and the Security Documents shall control.

                  (x) To the extent that any Lender shall fail to pay any amount
         required to be paid  pursuant to paragraph  (v) or (vi) of this Section
         2.03(b) on the due date therefor, such Lender shall pay interest to the
         relevant Issuing Bank (through the Administrative Agent) on such amount
         from and including such due date to but excluding the date such payment
         is made at a rate per annum equal to the Federal  Funds Rate,  provided
         that if such  Lender  shall fail to make such  payment to such  Issuing
         Bank within three Business Days of such due date,  then,  retroactively
         to the due date, such Lender shall be obligated to pay interest on such
         amount at the Post-Default Rate.

                  (xi) The  issuance by an Issuing Bank of any  modification  or
         supplement  to any Letter of Credit  hereunder  shall be subject to the
         same conditions  applicable  under this Section 2.03 to the issuance of
         new Letters of Credit,  and no such modification or supplement shall be
         issued  hereunder  unless  either (x) the  respective  Letter of Credit
         affected  thereby  would  have  complied  with such  conditions  had it
         originally been issued hereunder in such modified or supplemented  form
         or (y) each Revolving Credit Lender shall have consented thereto.

Each  Revolving  Credit  Borrower  hereby  indemnifies  and holds  harmless each
Revolving  Credit Lender and the  Administrative  Agent from and against any and
all claims and damages, losses, liabilities,  costs or expenses that such Lender
or the  Administrative  Agent  may incur (or that may be  claimed  against  such
Lender or the Administrative  Agent by any Person whatsoever) by reason of or in
connection  with the execution and delivery or transfer of or payment or refusal
to pay by an  Issuing  Bank under any  Letter of Credit  issued by such  Issuing
Bank;  provided that such Borrower shall not be required to indemnify any Lender
or the Administrative Agent for any claims, damages, losses, liabilities,  costs
or  expenses to the  extent,  but only to the extent,  caused by (x) the willful
misconduct  or gross  negligence of such Issuing Bank in  determining  whether a
request  presented  under any Letter of Credit  complied  with the terms of such
Letter of Credit or (y) in the case of such Issuing Bank, such Lender's  failure
to pay under any  Letter of  Credit  after the  presentation  to it of a request
strictly  complying  with the terms and  conditions  of such  Letter of  Credit.
Nothing in this Section 2.03 is intended to limit the other  obligations  of any
Borrower, any Lender or the Administrative Agent under this Agreement.

                  2.04  Changes of Commitments.

                  (a)   Expiration  of   Commitments.   The   Revolving   Credit
Commitments shall be automatically reduced to zero on the Commitment Termination
Date.

                  (b)  Reductions of  Commitments.  Each Borrower shall have the
right at any time or from time to time (i) to reduce the aggregate unused amount
of the  Commitments  under its  Facilities  (for which  purpose use of Revolving
Credit  Commitments shall be deemed to include the aggregate amount of Swingline
Loans and Letter of Credit  Liabilities)  and (ii) in the case of the  Revolving
Credit Borrowers,  so long as no Loans (including all Swingline Loans) or Letter
of Credit  Liabilities  are  outstanding,  to  terminate  the  Revolving  Credit
Commitments;  provided that (x) the relevant  Borrower shall give notice of each
such  termination  or  reduction as provided in Section 4.05 hereof and (y) each
partial  reduction shall be in an aggregate  amount at least equal to $5,000,000
(or a larger multiple of $1,000,000).

                  (c)  General.   The   Commitments   under  any  Facility  once
terminated or reduced may not be reinstated.

                  2.05  Certain Fees.

                  (a)  The  Revolving   Credit   Borrowers   shall  pay  to  the
Administrative  Agent for account of each Lender a fee ("Facility  Fees") on the
daily average amount of such Lender's Revolving Credit Commitment  (whether used
or unused), for the period from and including the Restatement  Effective Date to
but not including the earlier of the date such  Revolving  Credit  Commitment is
terminated and the Commitment Termination Date, at a rate per annum equal to the
Applicable Facility Fee Percentage in effect from time to time.

                  (b) Accrued  Facility  Fee shall be payable on each  Quarterly
Date and on the  earlier  of the  date  the  Revolving  Credit  Commitments  are
terminated and the Commitment Termination Date.

                  (c) Notwithstanding  anything to the contrary contained herein
or in the Existing Credit Agreement, the accrued fees payable under Section 2.05
of the Existing Credit  Agreement shall be payable on the Restatement  Effective
Date.

                  2.06 Lending  Offices. The Loans of each
Type  made  by each  Lender  shall  be  made  and  maintained  at such  Lender's
Applicable Lending Office for Loans of such Type.

                  2.07  Several  Obligations;  Remedies  Independent.
The failure of any Lender to make any Loan to
be made by it on the date specified  therefor shall not relieve any other Lender
of its  obligation to make its Loan on such date, but neither any Lender nor the
Administrative Agent shall be responsible for the failure of any other Lender to
make a Loan to be made by such other Lender,  and (except as otherwise  provided
in  Section  4.06  hereof)  no  Lender   shall  have  any   obligation   to  the
Administrative  Agent or any other Lender for the failure by such Lender to make
any  Loan  required  to be made by such  Lender.  The  amounts  payable  by each
Borrower at any time  hereunder  and under the Notes to each  Lender  shall be a
separate and  independent  debt and each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Lender or the Administrative  Agent to consent to, or
be joined as an additional party in, any proceedings for such purposes.

                  2.08  Notes.

                  (a) Promissory Notes. The Loans made by each Lender under each
Facility  shall  be  evidenced  by a  single  promissory  note of each  relevant
Borrower  substantially  in the  form of the  Exhibit  hereto  identified  below
opposite the name of such Facility:

                  Facility                                Exhibit

  Revolving Credit Facility                               Exhibit A-1
  Swingline Facility                                      Exhibit A-2

Each Note shall be dated the Restatement  Effective Date, payable to such Lender
in a principal  amount equal to the amount of its Commitment  under the relevant
Facility  as in effect on the  Restatement  Effective  Date and  otherwise  duly
completed.  The  Swingline  Note  evidencing  the  Swingline  Loans  made by the
Swingline Lender shall be dated the Restatement  Effective Date,  payable to the
Swingline  Lender in a principal  amount equal to $20,000,000 and otherwise duly
completed.

                  (b)  Recordation  of  Loans,  Etc.  The  date,  amount,  Type,
interest rate and duration of Interest Period (if applicable) of each Loan under
each  Facility  made by each Lender to the relevant  Borrower,  and each payment
made on account of the  principal  thereof,  shall be recorded by such Lender on
its books and, prior to any transfer of the Note evidencing the Loans under such
Facility  held by it,  endorsed by such Lender on the schedule  attached to such
Note or any  continuation  thereof;  provided that the failure of such Lender to
make any such recordation or endorsement shall not affect the obligations of the
relevant  Borrower to make a payment when due of any amount  owing  hereunder or
under such Note in respect of such Loans.

                  (c) Substitution,  Exchange, Subdivision, Etc. No Lender shall
be entitled  to have its Notes  substituted  or  exchanged  for any  reason,  or
subdivided for promissory  notes of lesser  denominations,  except in connection
with a  permitted  assignment  of all or any portion of such  Lender's  relevant
Commitments, Loans and Notes pursuant to Section 12.06 hereof (and, if requested
by any Lender, each Borrower agrees to so exchange any Note).

                  2.09 Optional  Prepayments and Conversions or Continuations of
Loans. Subject
to Section 4.04 hereof,  each Borrower shall have the right to prepay Loans,  to
Convert  Loans of one Type under one  Facility  into Loans of another Type under
the same  Facility or to Continue  Loans of one Type under one Facility as Loans
of the same  Type  under  the same  Facility,  at any time or from time to time,
provided that:

                  (a) such Borrower shall give the Administrative  Agent (or, in
         the case of Swingline Loans, shall give the Swingline Lender) notice of
         each such prepayment, Conversion or Continuation as provided in Section
         4.05  hereof  (and,  upon the date  specified  in any  such  notice  of
         prepayment,  the amount to be  prepaid  shall  become  due and  payable
         hereunder);

                  (b) any such  prepayment or  Conversion  of a Eurodollar  Loan
         other  than on the last day of an  Interest  Period  therefor  shall be
         accompanied by, and subject to, the payment of any amount payable under
         Section 5.05 hereof in respect of such prepayment or Conversion; and

                  (c) any Conversion or Continuation  of Eurodollar  Loans shall
         be subject to the provisions of Section 2.01(c) hereof.

Notwithstanding  the foregoing,  and without limiting the rights and remedies of
the  Lenders  under  Section 10  hereof,  in the event that any Event of Default
shall have occurred and be continuing,  the Administrative Agent may (and at the
request of the Majority  Lenders  shall)  suspend the right of the  Borrowers to
Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar
Loan,  in which  event all Loans shall be  Converted  (on the last day(s) of the
respective Interest Periods therefor) or Continued,  as the case may be, as Base
Rate Loans.

                  Section 3.  Payments of Principal and Interest.

                  3.01 Repayment of Loans.01 Repayment of Loans.

                  (a) Revolving Credit Facility.  Each Revolving Credit Borrower
hereby  jointly and severally  promises to pay to the  Administrative  Agent for
account of each Lender the entire outstanding  principal amount of such Lender's
Revolving  Credit  Loans,  and each such Loan shall  mature,  on the  Commitment
Termination Date.

                  (b) Swingline  Loans.  The Revolving  Credit  Borrowers hereby
jointly and severally promise to pay to the Administrative  Agent for account of
the Swingline  Lender (or each other Lender holding a Swingline Loan) the entire
outstanding  principal  amount of the Swingline  Loans, and each such Loan shall
mature, on the Commitment Termination Date.

                  3.02  Interest.  Each Borrower hereby promises to
pay to the  Administrative  Agent for  account of each  Lender  interest  on the
unpaid  principal  amount of each Loan  (including  each Swingline Loan) made by
such Lender to such  Borrower for the period from and including the date of such
Loan to but excluding the date such Loan shall be paid in full, at the following
rates per annum:

                  (a) during such periods as such Loan is a Base Rate Loan,  the
         Base Rate (as in effect from time to time) plus the  Applicable  Margin
         and

                  (b) during such periods as such Loan is a Eurodollar Loan, for
         each Interest  Period  relating  thereto,  the Eurodollar Rate for such
         Loan for such Interest Period plus the Applicable Margin.

Notwithstanding  the  foregoing,  each  Borrower  hereby  promises to pay to the
Administrative  Agent for  account of each  Lender  interest  at the  applicable
Post-Default Rate:

                  (x) on any  principal  of any Loan made by such Lender to such
         Borrower, on any Reimbursement Obligation of such Borrower held by such
         Lender and on any other amount  payable by such  Borrower  hereunder or
         under the Notes held by such Lender to or for  account of such  Lender,
         that shall not be paid in full when due (whether at stated maturity, by
         acceleration,  by mandatory  prepayment or  otherwise),  for the period
         from and  including  the due date thereof to but excluding the date the
         same is paid in full; and

                  (y)  during any Specified Event of Default Period.

Accrued  interest  on each Loan shall be payable  (i) in the case of a Base Rate
Loan and a Swingline Loan, quarterly on the Quarterly Dates, (ii) in the case of
a Eurodollar Loan, on the last day of each Interest Period therefor and, if such
Interest Period is longer than three months, at three-month  intervals following
the first day of such Interest Period,  and (iii) in the case of any Loan (other
than a Swingline Loan), upon the payment or prepayment thereof or the Conversion
of such Loan to a Loan of  another  Type (but  only on the  principal  amount so
paid,  prepaid or Converted),  except that interest  payable at the Post-Default
Rate  shall  be  payable  from  time to  time  on  demand.  Promptly  after  the
determination  of any interest rate  provided for herein or any change  therein,
the Administrative  Agent shall give notice thereof to the Lenders to which such
interest is payable and to the Borrowers.

                  Notwithstanding  anything to the contrary  contained herein or
in the Existing Credit Agreement, accrued interest payable under Section 3.02 of
the Existing  Credit  Agreement  with respect to any of the "Loans"  outstanding
thereunder  immediately prior to the Restatement Effective Date shall be paid on
the Restatement Effective Date.


                  Section 4.  Payments; Pro Rata Treatment; Computations; Etc.

                  4.01 Payments.

                  (a)  Except  to the  extent  otherwise  provided  herein,  all
payments of principal, interest,  Reimbursement Obligations and other amounts to
be made by the Borrowers under this Agreement and the Notes,  and, except to the
extent otherwise provided therein, all payments to be made by the Obligors under
any other Credit Document,  shall be made in Dollars,  in immediately  available
funds, without deduction,  set-off or counterclaim,  to the Administrative Agent
at an account  specified by the  Administrative  Agent, not later than 1:00 p.m.
New York time on the date on which  such  payment  shall  become  due (each such
payment  made after such time on such due date to be deemed to have been made on
the next succeeding Business Day).

                  (b) Any  Lender  for  whose  account  any  such  payment  by a
Borrower is to be made may (but shall not be  obligated  to) debit the amount of
any such payment that is not made by such time to any ordinary  deposit  account
of such  Borrower  with  such  Lender  (with  notice  to such  Borrower  and the
Administrative  Agent),  provided that such Lender's failure to give such notice
shall not affect the validity thereof.

                  (c) Each  Borrower  shall,  at the time of making each payment
under  this  Agreement  or any Note for  account of any  Lender,  specify to the
Administrative Agent (which shall so notify the intended  recipient(s)  thereof)
the Loans,  Reimbursement  Obligations or other amounts payable by such Borrower
hereunder  to which such  payment  is to be applied  (and in the event that such
Borrower  fails to so  specify,  or if an Event of Default has  occurred  and is
continuing,  the Administrative Agent may distribute such payment to the Lenders
for application in such manner as it or the Majority Lenders, subject to Section
4.02 hereof, may determine to be appropriate).

                  (d)  Except  to the  extent  otherwise  provided  in the  last
sentence  of  Section   2.03(b)(v)   hereof,   each  payment   received  by  the
Administrative  Agent under this Agreement or any Note for account of any Lender
shall  be  paid  by  the  Administrative  Agent  promptly  to  such  Lender,  in
immediately  available  funds, for account of such Lender's  Applicable  Lending
Office for the Loan or other  obligation  in  respect  of which such  payment is
made.

                  (e) If the due date of any payment under this Agreement or any
Note would  otherwise  fall on a day that is not a Business Day, such date shall
be extended to the next  succeeding  Business Day, and interest shall be payable
for any principal so extended for the period of such extension.

                  4.02 Pro Rata  Treatment.  Except to the
extent otherwise provided herein: (a) each borrowing of Loans under a particular
Facility  from the Lenders  under  Section  2.01  hereof  shall be made from the
relevant  Lenders,  each payment of Facility  Fees under  Section 2.05 hereof in
respect of the  Revolving  Credit  Commitments  shall be made for account of the
relevant  Revolving  Credit  Lenders,  and each  termination or reduction of the
amount of the Commitments under a particular  Facility under Section 2.04 hereof
shall be applied  to the  respective  Commitments  under  such  Facility  of the
relevant  Lenders,  pro  rata  according  to the  amounts  of  their  respective
Commitments  under such  Facility;  (b) except as otherwise  provided in Section
5.04 hereof, Eurodollar Loans under any Facility having the same Interest Period
shall be allocated pro rata among the relevant Lenders  according to the amounts
of their respective  Commitments  under such Facility (in the case of the making
of  Loans)  or  their  respective  Loans  under  such  Facility  (in the case of
Conversions  and  Continuations  of Loans);  (c) each payment or  prepayment  of
principal of Loans under a particular  Facility by a Borrower  shall be made for
account of the  relevant  Lenders  pro rata in  accordance  with the  respective
unpaid principal  amounts of the Loans under such Facility held by them; and (d)
each  payment of interest on Loans under a  particular  Facility by the relevant
Borrower  shall  be  made  for  account  of the  relevant  Lenders  pro  rata in
accordance  with the  amounts of  interest on such Loans then due and payable to
the respective Lenders.  Notwithstanding the foregoing, borrowings, payments and
prepayments  of Swingline  Loans shall be made without  regard to the  foregoing
provisions of this Section 4.02.

                  4.03  Computations.  Interest  on  Eurodollar
Loans, Facility Fees and letter of credit fees shall be computed on the basis of
a year of 360 days and actual days elapsed  (including the first day but, except
as otherwise provided in Section  2.03(b)(vii)  hereof,  excluding the last day)
occurring in the period for which  payable,  and interest on Base Rate Loans and
Reimbursement Obligations shall be computed on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed  (including  the first day but
excluding   the  last  day)   occurring   in  the  period  for  which   payable.
Notwithstanding the foregoing,  for each day that the Base Rate is calculated by
reference  to  the  Federal  Funds  Rate,   interest  on  Base  Rate  Loans  and
Reimbursement  Obligations  shall be computed on the basis of a year of 360 days
and actual days elapsed.

                  4.04   Minimum   Amounts.   Except  for
Conversions made pursuant to Section 5.04 hereof,  each borrowing and Conversion
of  principal  of Loans  (other than  Swingline  Loans) shall be in an aggregate
amount  at  least  equal  to  $5,000,000  or a  larger  multiple  of  $1,000,000
(borrowings or  Conversions of or into Loans of different  Types or, in the case
of  Eurodollar  Loans,  having  different  Interest  Periods  at the  same  time
hereunder to be deemed  separate  borrowings and Conversions for purposes of the
foregoing,  one for each Type or Interest  Period),  provided that the aggregate
principal amount of Eurodollar Loans having the same Interest Period shall be in
an amount at least equal to $5,000,000 or a larger  multiple of $1,000,000  and,
if any Eurodollar  Loans would otherwise be in a lesser principal amount for any
period,  such Loans  shall be borrowed  as Base Rate Loans  during such  period.
Except for  prepayments  made  pursuant to Section  5.04  hereof,  each  partial
prepayment  of principal of Loans  (other than  Swingline  Loans) shall be in an
aggregate  amount at least equal to  $500,000  or a larger  multiple of $500,000
(prepayments  of Loans of different  Types or, in the case of Eurodollar  Loans,
having  different  Interest  Periods  at the same  time  hereunder  to be deemed
separate  prepayments  for  purposes  of the  foregoing,  one for  each  Type or
Interest  Period).  Each  borrowing of Swingline  Loans shall be in an aggregate
amount at least equal to $100,000 or in multiples  of $50,000 in excess  thereof
and each partial  prepayment of Swingline Loans shall be in an aggregate  amount
at least equal to $50,000 or in multiples of $50,000 in excess thereof.

                  4.05 Certain Notices. Notices by a Borrower
to the Administrative Agent of terminations or reductions of the Commitments, of
borrowings,  Conversions,  Continuations  and optional  prepayments of Loans, of
Types of Loans and of the duration of Interest  Periods shall be irrevocable and
shall be effective only if received by the  Administrative  Agent not later than
12:00 noon New York time on the number of Business Days prior to the date of the
relevant  termination,   reduction,  borrowing,   Conversion,   Continuation  or
prepayment or the first day of such Interest Period specified below:

                                                       Number of
                                                       Business
                  Notice                               Days Prior

         Termination or reduction
         of Commitments                                    3

         Borrowing or prepayment
         of Swingline Loans                             same day

         Borrowing or prepayment of,
         or Conversions into,
         Base Rate Loans
         (other than Swingline Loans)                      1

         Borrowing or prepayment of,
         Conversions into, Continuations
         as, or duration of Interest
         Period for, Eurodollar Loans                      3

Each such notice of  termination  or reduction  shall specify the amount and the
Facility under which the Commitments are to be terminated or reduced.  Each such
notice of  borrowing,  Conversion,  Continuation  or optional  prepayment  shall
specify the  Facility of Loans to be borrowed,  Converted,  Continued or prepaid
and the amount  (subject  to Section  4.04  hereof)  and Type of each Loan to be
borrowed, Converted, Continued or prepaid and the date of borrowing, Conversion,
Continuation or optional  prepayment  (which shall be a Business Day). Each such
notice of the duration of an Interest  Period  shall  specify the Loans to which
such  Interest  Period is to relate.  The  Administrative  Agent shall  promptly
notify the  Lenders of the  contents  of each such  notice.  In the event that a
Borrower  fails to select  the Type of Loan,  or the  duration  of any  Interest
Period for any Eurodollar Loan, within the time period and otherwise as provided
in this Section 4.05,  such Loan (if  outstanding as a Eurodollar  Loan) will be
automatically  Converted  into a Base  Rate  Loan on the  last  day of the  then
current  Interest  Period for such Loan or (if  outstanding as a Base Rate Loan)
will remain as, or (if not then outstanding) will be made as, a Base Rate Loan.

                  4.06  Non-Receipt  of  Funds  by the  Administrative  Agent.
 Unless the  Administrative
Agent shall have been notified by a Lender or a Borrower (the "Payor")  prior to
the date on which the Payor is to make  payment to the  Administrative  Agent of
(in the case of a Lender)  the  proceeds  of a Loan  required to be made by such
Lender hereunder or (in the case of a Borrower) a payment to the  Administrative
Agent for account of one or more of the Lenders  hereunder  (such  payment being
herein  called the  "Required  Payment"),  which notice shall be effective  upon
receipt,  that the Payor  does not  intend to make the  Required  Payment to the
Administrative  Agent,  the  Administrative  Agent may assume that the  Required
Payment has been made and may, in reliance upon such  assumption  (but shall not
be required to), make the amount thereof available to the intended  recipient(s)
on such date; and, if the Payor has not in fact made the Required Payment to the
Administrative  Agent, the recipient(s) of such payment shall, on demand,  repay
to the Administrative  Agent the amount so made available together with interest
thereon in respect  of each day  during the period  commencing  on the date (the
"Advance  Date") such amount was so made available by the  Administrative  Agent
until the date the Administrative Agent recovers such amount at a rate per annum
equal to the  Federal  Funds Rate for such day and, if such  recipient(s)  shall
fail promptly to make such payment,  the Administrative  Agent shall be entitled
to recover such amount,  on demand,  from the Payor,  together  with interest as
aforesaid,  provided that if neither the recipient(s) nor the Payor shall return
the Required Payment to the  Administrative  Agent within three Business Days of
the Advance Date,  then,  retroactively  to the Advance Date,  the Payor and the
recipient(s)  shall each be obligated to pay interest on the Required Payment as
follows:

                  (i) if the Required  Payment  shall  represent a payment to be
         made by a Borrower to the Lenders,  such Borrower and the  recipient(s)
         shall  each  be  obligated  retroactively  to the  Advance  Date to pay
         interest in respect of the Required  Payment at the  Post-Default  Rate
         (without  duplication of the obligation of the Borrowers  under Section
         3.02 hereof to pay interest on the Required Payment at the Post-Default
         Rate), it being  understood that the return by the  recipient(s) of the
         Required  Payment  to the  Administrative  Agent  shall not limit  such
         obligation of such Borrower  under said Section 3.02 to pay interest at
         the Post-Default Rate in respect of the Required Payment and

                  (ii) if the Required  Payment  shall  represent  proceeds of a
         Loan to be made by the  Lenders  to a  Borrower,  the  Payor  and  such
         Borrower shall each be obligated  retroactively  to the Advance Date to
         pay interest in respect of the Required  Payment  pursuant to whichever
         of the rates specified in Section 3.02 hereof is applicable to the Type
         of such Loan, it being  understood that the return by a Borrower of the
         Required Payment to the Administrative  Agent shall not limit any claim
         such  Borrower may have  against the Payor in respect of such  Required
         Payment.

                  4.07  Sharing of Payments, Etc..

                  (a) Each  Obligor  agrees  that,  in addition to (and  without
limitation of) any right of set-off,  banker's lien or counterclaim a Lender may
otherwise  have,  each Lender shall be  entitled,  at its option (to the fullest
extent  permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for the
credit or account of such  Obligor at any of its  offices,  in Dollars or in any
other  currency,  against any  principal of or interest on any of such  Lender's
Loans,  Reimbursement  Obligations  or any other  amount  payable to such Lender
hereunder,  that is not paid when due  (regardless  of whether  such  deposit or
other  indebtedness  are  then  due to such  Obligor),  in  which  case it shall
promptly notify such Obligor and the Administrative Agent thereof, provided that
such Lender's failure to give such notice shall not affect the validity thereof.

                  (b) If any Lender shall obtain from any Obligor payment of any
principal  of or  interest  on any Loan under any  Facility  or Letter of Credit
Liability owing to it or payment of any other amount under this Agreement or any
other Credit  Document  through the  exercise of any right of set-off,  banker's
lien or  counterclaim  or  similar  right  or  otherwise  (other  than  from the
Administrative Agent as provided herein), and, as a result of such payment, such
Lender shall have received a greater  percentage of the principal of or interest
on the Loans under such Facility or Letter of Credit  Liabilities  or such other
amounts then due hereunder or thereunder by such Obligor to such Lender than the
percentage  received by any other Lender,  it shall promptly  purchase from such
other  Lenders  participations  in (or, if and to the extent  specified  by such
Lender,  direct  interests in) the Loans under such Facility or Letter of Credit
Liabilities or such other amounts, respectively, owing to such other Lenders (or
in interest  due  thereon,  as the case may be) in such  amounts,  and make such
other  adjustments from time to time as shall be equitable,  to the end that all
the Lenders shall share the benefit of such excess  payment (net of any expenses
that may be incurred  by such  Lender in  obtaining  or  preserving  such excess
payment) pro rata in accordance with the unpaid  principal of and/or interest on
the Loans  under such  Facility  or Letter of Credit  Liabilities  or such other
amounts, respectively, owing to each of the Lenders. To such end all the Lenders
shall  make  appropriate   adjustments   among  themselves  (by  the  resale  of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.

                  (c) Each Obligor  agrees that any Lender so purchasing  such a
participation (or direct interest) may exercise all rights of set-off,  banker's
lien, counterclaim or similar rights with respect to such participation as fully
as if such  Lender were a direct  holder of Loans or other  amounts (as the case
may be) owing to such Lender in the amount of such participation.

                  (d)  Nothing  contained  herein  shall  require  any Lender to
exercise any such right or shall affect the right of any Lender to exercise, and
retain the  benefits  of  exercising,  any such right with  respect to any other
indebtedness or obligation of any Obligor. If, under any applicable  bankruptcy,
insolvency or other similar law, any Lender  receives a secured claim in lieu of
a set-off to which this Section 4.07 applies,  such Lender shall,  to the extent
practicable,  exercise its rights in respect of such  secured  claim in a manner
consistent  with the rights of the Lenders  entitled  under this Section 4.07 to
share in the benefits of any recovery on such secured claim.


                  Section 5.  Yield Protection, Etc.

                  5.01  Additional Costs.01  Additional Costs.

                  (a) Each Borrower  shall pay directly to each Lender from time
to time such amounts as such Lender may  determine to be necessary to compensate
such Lender for any costs that such Lender  determines are  attributable  to its
making or  maintaining  of any  Eurodollar  Loans or its  obligation to make any
Eurodollar  Loans hereunder,  or any reduction in any amount  receivable by such
Lender hereunder in respect of any of such Loans or such  obligation,  resulting
from any Regulatory Change that:

                  (i) shall subject any Lender (or its Applicable Lending Office
         for any of such Loans) to any tax,  duty or other  charge in respect of
         such Loans or its Notes or changes the basis of taxation of any amounts
         payable to such Lender under this  Agreement or its Notes in respect of
         any of such Loans (excluding  changes in the rate of tax on the overall
         net income of such Lender or of such  Applicable  Lending Office by the
         jurisdiction  in which  such  Lender has its  principal  office or such
         Applicable Lending Office); or

                  (ii)  imposes or  modifies  any  reserve,  special  deposit or
         similar  requirements (other than the Reserve  Requirement  utilized in
         the determination of the Eurodollar Rate for such Loan) relating to any
         extensions  of credit or other assets of, or any deposits with or other
         liabilities of, such Lender (including, without limitation, any of such
         Loans or any deposits referred to in the definition of "Eurodollar Base
         Rate"  in  Section  1.01  hereof),  or any  commitment  of such  Lender
         (including,   without  limitation,   the  Commitments  of  such  Lender
         hereunder); or

                  (iii) imposes any other condition  affecting this Agreement or
         its Notes (or any of such  extensions of credit or  liabilities) or its
         Commitments.

If any Lender requests  compensation from a Borrower under this Section 5.01(a),
such Borrower  may, by notice to such Lender  through the Parent (with a copy to
the Administrative  Agent),  suspend the obligation of such Lender thereafter to
make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans,  until the Regulatory  Change giving rise to such request ceases to be in
effect  (in  which  case  the   provisions  of  Section  5.04  hereof  shall  be
applicable),  provided that such  suspension  shall not affect the right of such
Lender to receive the compensation so requested.

                  (b) Without limiting the effect of the foregoing provisions of
this Section 5.01 (but without duplication), each Borrower shall pay directly to
each  Lender  from time to time on  request  such  amounts  as such  Lender  may
determine to be necessary to compensate  such Lender (or,  without  duplication,
the bank  holding  company of which such Lender is a  subsidiary)  for any costs
that it determines are  attributable  to the  maintenance by such Lender (or any
Applicable Lending Office or such bank holding company),  pursuant to any law or
regulation or any  interpretation,  directive or request  (whether or not having
the  force of law and  whether  or not  failure  to  comply  therewith  would be
unlawful) of any court or governmental  or monetary  authority (i) following any
Regulatory Change or (ii) implementing any risk-based capital guideline or other
requirement  (whether  or not  having  the force of law and  whether  or not the
failure  to  comply  therewith  would  be  unlawful)  hereafter  issued  by  any
government or governmental or supervisory authority implementing at the national
level the Basle Accord,  of capital in respect of its Commitments or Loans (such
compensation to include, without limitation, an amount equal to any reduction of
the rate of return on assets or equity of such Lender (or any Applicable Lending
Office or such bank holding company) to a level below that which such Lender (or
any Applicable  Lending Office or such bank holding company) could have achieved
but for such law, regulation, interpretation, directive or request).

                  (c) Each  Lender  shall  notify  the  Borrowers  of any  event
occurring  after the date hereof  entitling  such Lender to  compensation  under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any
event  within 180 days,  after such Lender  obtains  actual  knowledge  thereof;
provided  that (i) if any Lender fails to give such notice within 180 days after
it obtains actual knowledge of such an event, such Lender shall, with respect to
compensation  payable  pursuant  to this  Section  5.01 in  respect of any costs
resulting  from such event,  only be entitled to payment under this Section 5.01
for costs  incurred from and after the date 180 days prior to the date that such
Lender does give such  notice and (ii) each  Lender  will  designate a different
Applicable Lending Office for the Loans of such Lender affected by such event if
such  designation  will  avoid  the need for,  or reduce  the  amount  of,  such
compensation   and  will  not,  in  the  sole   opinion  of  such   Lender,   be
disadvantageous to such Lender, except that such Lender shall have no obligation
to  designate  an  Applicable  Lending  Office  located in the United  States of
America. Each Lender will furnish to the relevant Borrower a certificate setting
forth in  reasonable  detail the basis and amount of each request by such Lender
for compensation under paragraph (a) or (b) of this Section 5.01. Determinations
and allocations by any Lender for purposes of this Section 5.01 of the effect of
any Regulatory  Change pursuant to paragraph (a) of this Section 5.01, or of the
effect of capital maintained  pursuant to paragraph (b) of this Section 5.01, on
its costs or rate of  return  of  maintaining  Loans or its  obligation  to make
Loans,  or on amounts  receivable by it in respect of Loans,  and of the amounts
required to compensate such Lender under this Section 5.01, shall be conclusive,
provided that such determinations and allocations are made on a reasonable basis
and consistent with the methodology generally applied by such Lender.

                  5.02  Limitation  on Types of Loans.
Anything herein to the contrary  notwithstanding,  if, on or prior to the
determination of any Eurodollar Base Rate for any Interest Period:

                  (a) the Administrative  Agent determines,  which determination
         shall be conclusive, that quotations of interest rates for the relevant
         deposits  referred to in the  definition of  "Eurodollar  Base Rate" in
         Section 1.01 hereof are not being  provided in the relevant  amounts or
         for the  relevant  maturities  for  purposes  of  determining  rates of
         interest for Eurodollar Loans as provided herein; or

                  (b) the Majority Lenders determine,  which determination shall
         be conclusive,  and notify the  Administrative  Agent that the relevant
         rates of interest  referred to in the  definition of  "Eurodollar  Base
         Rate"  in  Section  1.01  hereof  upon the  basis of which  the rate of
         interest  for  Eurodollar  Loans  for  such  Interest  Period  is to be
         determined are not likely  adequately to cover the cost to such Lenders
         of making or maintaining Eurodollar Loans for such Interest Period;

then the  Administrative  Agent shall give each  Borrower and each Lender prompt
notice  thereof and, so long as such  condition  remains in effect,  the Lenders
shall be under no obligation to make  additional  Eurodollar  Loans, to Continue
Eurodollar  Loans or to Convert Base Rate Loans into Eurodollar  Loans, and each
Borrower  shall, on the last day(s) of the then current  Interest  Period(s) for
the outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans
into Base Rate Loans in accordance with Section 2.09 hereof.

                  5.03  Illegality.   Notwithstanding  any  other
provision  of this  Agreement,  in the event  that it becomes  unlawful  for any
Lender or its  Applicable  Lending  Office to honor  its  obligation  to make or
maintain  Eurodollar  Loans  hereunder (and, in the sole opinion of such Lender,
the designation of a different  Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender),  then such Lender
shall promptly notify each Borrower  thereof (with a copy to the  Administrative
Agent) and such Lender's obligation to make or Continue,  or to Convert Loans of
any other Type into, Eurodollar Loans shall be suspended until such time as such
Lender  may  again  make  and  maintain  Eurodollar  Loans  (in  which  case the
provisions of Section 5.04 hereof shall be applicable).

                  5.04  Treatment  of Affected  Loans.
If the obligation of any Lender to make Eurodollar  Loans or to Continue,
or to Convert Base Rate Loans into, Eurodollar Loans shall be suspended pursuant
to  Section  5.01 or 5.03  hereof,  such  Lender's  Eurodollar  Loans  shall  be
automatically  Converted  into  Base Rate  Loans on the last  day(s) of the then
current Interest Period(s) for Eurodollar Loans (or, in the case of a Conversion
resulting from a circumstance  described in Section 5.03 hereof, on such earlier
date  as  such  Lender  may  specify  to  the  Borrowers  with  a  copy  to  the
Administrative Agent) and, unless and until such Lender gives notice as provided
below that the circumstances  specified in Section 5.01 or 5.03 hereof that gave
rise to such Conversion no longer exist:

                  (a) to the extent  that such  Lender's  Eurodollar  Loans have
         been so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Eurodollar Loans shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would  otherwise  be made or  Continued  by
         such Lender as Eurodollar  Loans shall be made or Continued  instead as
         Base Rate  Loans,  and all Base Rate  Loans of such  Lender  that would
         otherwise be Converted into Eurodollar  Loans shall remain as Base Rate
         Loans.

If such Lender gives notice to the Borrowers  with a copy to the  Administrative
Agent that the circumstances  specified in Section 5.01 or 5.03 hereof that gave
rise to the  Conversion  of such  Lender's  Eurodollar  Loans  pursuant  to this
Section 5.04 no longer exist (which such Lender  agrees to do promptly upon such
circumstances  ceasing to exist) at a time when Eurodollar  Loans under the same
Facility  made by other Lenders are  outstanding,  such Lender's Base Rate Loans
under such Facility shall be automatically Converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent  necessary  so that,  after  giving  effect  thereto,  all Base  Rate and
Eurodollar Loans under such Facility are allocated among the Lenders ratably (as
to principal  amounts,  Types and  Interest  Periods) in  accordance  with their
respective Commitments under such Facility.

                  5.05 Compensation.  Each Borrower shall pay to
the  Administrative  Agent for account of each Lender,  upon the request of such
Lender  through  the  Administrative  Agent,  such amount or amounts as shall be
sufficient (in the  reasonable  opinion of such Lender) to compensate it for any
loss,  cost or expense  (excluding  lost profit) that such Lender  determines is
attributable to:

                  (a)  any  payment,   mandatory  or  optional   prepayment   or
         Conversion  of a  Eurodollar  Loan made by such  Lender  for any reason
         (including,  without limitation, the acceleration of the Loans pursuant
         to Section 10 hereof) on a date other than the last day of the Interest
         Period for such Loan; or

                  (b) any failure by such  Borrower  for any reason  (including,
         without  limitation,  the  failure of any of the  conditions  precedent
         specified in Section 7 hereof to be  satisfied)  to borrow a Eurodollar
         Loan from such Lender on the date for such  borrowing  specified in the
         relevant notice of borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding  sentence,  such compensation shall
include an amount  equal to the  excess,  if any,  of (i) the amount of interest
that  otherwise  would have accrued on the  principal  amount so paid,  prepaid,
Converted  or not  borrowed  for the  period  from  the  date  of such  payment,
prepayment,  Conversion or failure to borrow to the last day of the then current
Interest  Period  for such Loan (or,  in the case of a failure  to  borrow,  the
Interest  Period for such Loan that would have  commenced on the date  specified
for such  borrowing)  at the  applicable  rate of interest  (but  excluding  the
Applicable  Margin)  for such Loan  provided  for herein over (ii) the amount of
interest that otherwise  would have accrued on such  principal  amount at a rate
per annum equal to the  interest  component of the amount such Lender would have
bid in the  London  interbank  market for Dollar  deposits  of leading  banks in
amounts  comparable to such principal  amount and with maturities  comparable to
such period (as reasonably determined by such Lender).

                  Without limiting the foregoing and notwithstanding anything to
the  contrary  contained  herein or in the  Existing  Credit  Agreement,  on the
Restatement  Effective Date the Borrowers shall pay to the Administrative  Agent
for account of the Existing  Lenders such amounts (if any) that would be payable
under Section 5.05 of the Existing  Credit  Agreement  assuming any  "Eurodollar
Loans" outstanding thereunder had been paid in full on the Restatement Effective
Date.

                  5.06  Additional  Costs in Respect  of  Letters  of  Credit.
 Without  limiting  the
obligations   of  the   Borrowers   under   Section  5.01  hereof  (but  without
duplication),  if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement  heretofore or hereafter issued by any government
or governmental or supervisory authority  implementing at the national level the
Basle  Accord  there shall be imposed,  modified or deemed  applicable  any tax,
reserve,  special deposit,  capital adequacy or similar  requirement  against or
with respect to or measured by  reference  to Letters of Credit  issued or to be
issued  hereunder  and the result shall be to increase the cost to any Lender or
Lenders  of  issuing  (or  purchasing  participations  in)  or  maintaining  its
obligation  hereunder  to issue (or  purchase  participations  in) any Letter of
Credit  hereunder  or reduce any amount  receivable  by any Lender  hereunder in
respect of any Letter of Credit  (which  increases  in cost,  or  reductions  in
amount receivable,  shall be the result of such Lender's or Lenders'  reasonable
allocation of the aggregate of such increases or reductions  resulting from such
event),  then, upon demand by such Lender or Lenders (through the Administrative
Agent),  the Borrowers  shall pay  immediately to the  Administrative  Agent for
account of such Lender or Lenders, from time to time as specified by such Lender
or Lenders (through the Administrative  Agent), such additional amounts as shall
be sufficient to compensate such Lender or Lenders  (through the  Administrative
Agent) for such increased costs or reductions in amount.  A statement as to such
increased  costs or reductions in amount incurred by any such Lender or Lenders,
submitted by such Lender or Lenders to the Borrowers  shall be conclusive in the
absence of manifest error as to the amount thereof.

                  5.07  U.S. Taxes.

                  (a) Each  Borrower  agrees to pay to each Lender that is not a
U.S.  Person  such  additional  amounts as are  necessary  in order that the net
payment of any amount due to such non-U.S.  Person hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such payment
(or in lieu thereof,  payment of such U.S. Taxes by such non-U.S.  Person), will
not be less than the amount stated  herein to be then due and payable,  provided
that the foregoing obligation to pay such additional amounts shall not apply:

                  (i) to any payment to any Lender  hereunder unless such Lender
         is, on the date hereof (or on the date it becomes a Lender hereunder as
         provided in Section  12.06(b)  hereof) and on the date of any change in
         the Applicable Lending Office of such Lender, either entitled to submit
         a Form 1001  (relating  to such Lender and  entitling  it to a complete
         exemption  from  withholding  on  all  interest  to be  received  by it
         hereunder  in  respect  of the  Loans)  or Form 4224  (relating  to all
         interest  to be received  by such  Lender  hereunder  in respect of the
         Loans),

                  (ii) to any U.S.  Taxes to the extent imposed by reason of the
         failure   by  such   non-U.S.   Person   to  comply   with   applicable
         certification,    information,   documentation   or   other   reporting
         requirements  concerning  the  nationality,   residence,   identity  or
         connections  with the United States of America of such non-U.S.  Person
         (including  the filing of Form 1001 or 4224,  as  appropriate)  if such
         compliance is required by statute or regulation of the United States of
         America as a  precondition  to reduction of or relief or exemption from
         such U.S. Taxes, or

                  (iii) to any tax assessment or other governmental charge which
         is payable otherwise than by withholding or deduction from payments due
         such non-U.S. Person hereunder.

For the  purposes  of this  Section  5.07(a),  (A) "U.S.  Person"  shall  mean a
citizen,  national or resident of the United States of America,  a  corporation,
partnership  or other  entity  created or  organized in or under any laws of the
United  States of America or any State  thereof,  or any estate or trust that is
subject to U.S. Federal income taxation  regardless of the source of its income,
(B) "U.S.  Taxes"  shall mean any  present or future  tax,  assessment  or other
charge or levy  imposed by or on behalf of the  United  States of America or any
taxing  authority  thereof  or  therein,  (C) "Form  1001"  shall mean Form 1001
(Ownership,  Exemption,  or Reduced Rate  Certificate)  of the Department of the
Treasury  of the United  States of America  and (D) "Form  4224" shall mean Form
4224 (Exemption from Withholding of Tax on Income Effectively Connected with the
Conduct of a Trade or Business in the United  States) of the  Department  of the
Treasury  of the United  States of America  (or in  relation to either such Form
such  successor  and  related  forms as may from time to time be  adopted by the
relevant taxing  authorities of the United States of America to document a claim
to which such Form  relates).  Each of the Forms  referred  to in the  foregoing
clauses (C) and (D) shall  include such  successor and related forms as may from
time to time be adopted by the relevant taxing  authorities of the United States
of America to document a claim to which such Form relates.

                  (b)   Within  30  days   after   paying   any  amount  to  the
Administrative  Agent or any Lender from which it is required by law to make any
deduction  or  withholding,  and within 30 days after it is  required  by law to
remit such deduction or withholding to any relevant  taxing or other  authority,
the  Borrowers  shall deliver to the  Administrative  Agent for delivery to such
non-U.S.  Person  evidence  satisfactory  to  such  Person  of  such  deduction,
withholding or payment (as the case may be).

                  5.08 Replacement of Lenders. If any
Lender defaults in its obligations to make Loans pursuant to Section 2.01 hereof
or  to  fund  unreimbursed  drawings  under  Section  2.03  hereof  or  requests
compensation  pursuant  to  Section  5.01 or 5.06  hereof  (any  such  Lender so
defaulting or so requesting such compensation  being herein called a "Requesting
Lender"),  the Parent,  upon three  Business Days notice,  may require that such
Requesting Lender transfer and assign all of its right, title and interest under
this Agreement and such Requesting  Lender's Notes, if any, to any bank or other
financial  institution  (a "Proposed  Lender")  identified by the Parent that is
satisfactory  to the  Administrative  Agent and the  Issuing  Banks  (and,  upon
request of the Parent, the Administrative Agent agrees to use reasonable efforts
to assist the Parent in  identifying  Proposed  Lenders for this purpose) (a) if
such Proposed  Lender agrees to assume all of the obligations of such Requesting
Lender  hereunder,  and  to  purchase  all of  such  Requesting  Lender's  Loans
hereunder for consideration equal to the aggregate  outstanding principal amount
of such Requesting Lender's Loans, together with interest thereon to the date of
such  purchase,  and  satisfactory  arrangements  are made for  payment  to such
Requesting  Lender of all other  amounts  payable  hereunder to such  Requesting
Lender  on or prior to the date of such  transfer  (including  any fees  accrued
hereunder and all amounts payable under Section 5 hereof,  including all amounts
payable under Section 5.05 hereof as if all of such  Requesting  Lender's  Loans
were being prepaid in full on such date) and (b) if such  Requesting  Lender has
requested  compensation  pursuant to Section 5.01 or 5.06 hereof,  such Proposed
Lender's aggregate requested compensation, if any, pursuant to said Section 5.01
or 5.06 with respect to such Requesting Lender's Loans is lower than that of the
Requesting  Lender.  Subject to the provisions of Section 12.06(b) hereof,  such
Proposed  Lender  shall  be a  "Lender"  for  all  purposes  hereunder.  Without
prejudice to the survival of any other  agreement of the Obligors  hereunder the
agreements  of the Borrowers  contained in Sections 5 and 12.03 hereof  (without
duplication of any payments made to such Requesting  Lender by the Parent or the
Proposed  Lender) shall survive for the benefit of such Requesting  Lender under
this Section 5.08 with respect to the time prior to such replacement.


                  Section 6.  Guarantee.

                  6.01  The Guarantee.

                  (a) The Guarantors  hereby jointly and severally  guarantee to
each Lender and the  Administrative  Agent 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 on the Loans made by
the  Lenders  to, and the Notes held by each  Lender of, the  Borrowers  and all
other amounts from time to time owing to the Lenders or the Administrative Agent
by the  Borrowers  under this  Agreement  and under the Notes and by any Obligor
under any of the other Credit  Documents,  and all  obligations of the Parent or
any of its Subsidiaries to any Lender in respect of any Interest Rate Protection
Agreement,  in each case  strictly in  accordance  with the terms  thereof (such
obligations   being  herein   collectively   called  the   "General   Guaranteed
Obligations"). The Guarantors hereby further jointly and severally agree that if
any Borrower shall fail to pay in full when due (whether at stated maturity,  by
acceleration  or  otherwise)  any of the  General  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 General 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.

                  (b) Without limiting the generality of Section 6.01(a) hereof,
each Revolving Credit Borrower hereby guarantees to each Revolving Credit Lender
and the  Administrative  Agent 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 on the Loans made by such Lenders
to, and the Notes held by each Lender of, the other Revolving  Credit  Borrowers
and  all  other  amounts  from  time  to  time  owing  to  the  Lenders  or  the
Administrative Agent by such Borrowers under the Revolving Credit Facility under
this  Agreement  and under the Notes and by any  Obligor  under any of the other
Credit  Documents,  and  all  obligations  of  such  Borrowers  or any of  their
respective Subsidiaries to any Lender in respect of any Interest Rate Protection
Agreement,  in each case  strictly in  accordance  with the terms  thereof (such
obligations  being  herein  collectively  called  the "Joint  Obligations"  and,
collectively   with  the  General   Guaranteed   Obligations,   the  "Guaranteed
Obligations").  The  Revolving  Credit  Borrowers  hereby  further  jointly  and
severally agree that if any other Revolving Credit Borrower shall fail to pay in
full when due (whether at stated maturity,  by acceleration or otherwise) any of
the Joint  Obligations,  the other Revolving  Credit Borrowers 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 Joint  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.

                  6.02  Obligations Unconditional.

                  (a) The  obligations of the Guarantors  under Section  6.01(a)
hereof are absolute and  unconditional,  joint and several,  irrespective of the
value, genuineness, validity, regularity or enforceability of the obligations of
the  Borrowers  under  this  Agreement,  the  Notes 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,
it  being  the  intent  of this  Section  6.02(a)  that the  obligations  of the
Guarantors  hereunder  shall be absolute and  unconditional,  joint and several,
under any and all circumstances.

                  (b) The  obligations of the Revolving  Credit  Borrowers under
Section  6.01(b)  hereof are  absolute  and  unconditional,  joint and  several,
irrespective of the value, genuineness,  validity,  regularity or enforceability
of the obligations of the other Revolving Credit Borrowers under this Agreement,
the Notes 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 Joint 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,
it being  the  intent  of this  Section  6.02(b)  that the  obligations  of each
Revolving  Credit  Borrower  shall be  absolute  and  unconditional,  joint  and
several, under any and all circumstances.

                  (c) 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
and unconditional as described above:

                  (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 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 modified,
         supplemented  or  amended  in any  respect,  or any  right  under  this
         Agreement or the Notes or any other agreement or instrument referred to
         herein or therein shall be waived 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; or

                  (iv) any lien or security interest granted to, or in favor of,
         the  Administrative  Agent or any Lender or Lenders as security for any
         of the Guaranteed Obligations shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever,  and any requirement that the Administrative
Agent or any Lender  exhaust any right,  power or remedy or proceed  against any
Borrower under this Agreement or the Notes 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.

                  6.03  Reinstatement.  The obligations of the
Guarantors under this Section 6 shall be automatically  reinstated if and to the
extent that for any reason any payment by or on behalf of the relevant  Borrower
in  respect of the  relevant  Guaranteed  Obligations  is  rescinded  or must be
otherwise restored by any holder of any of such Guaranteed Obligations,  whether
as a result of any proceedings in bankruptcy or  reorganization or otherwise and
the  Guarantors  jointly  and  severally  agree  that  they will  indemnify  the
Administrative  Agent and each  Lender on demand  for all  reasonable  costs and
expenses  (including,  without  limitation,  fees of  counsel)  incurred  by the
Administrative  Agent or such  Lender  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, insolvency or similar law.

                  6.04 Subrogation. The Guarantors hereby jointly
and  severally  agree that until the  payment  and  satisfaction  in full of all
Guaranteed  Obligations and the expiration and termination of the Commitments of
the Lenders  under this  Agreement  they shall not  exercise any right or remedy
arising by reason of any  performance by them of their guarantee in Section 6.01
hereof, whether by subrogation or otherwise,  against the Borrowers or any other
guarantor of any of the  Guaranteed  Obligations  or any security for any of the
Guaranteed Obligations.

                  6.05  Remedies.   The  Guarantors   jointly  and
severally agree that, as between the Guarantors and the Lenders, the obligations
of the relevant  Borrower  under this Agreement and the Notes may be declared to
be  forthwith  due and  payable as  provided  in Section 10 hereof (and shall be
deemed  to have  become  automatically  due  and  payable  in the  circumstances
provided in said Section 10) for purposes of Section 6.01 hereof notwithstanding
any stay,  injunction or other prohibition  preventing such declaration (or such
obligations  from  becoming  automatically  due and  payable)  as  against  such
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 such Borrower) shall forthwith  become due and payable
by the Guarantors for purposes of said Section 6.01.

                  6.06  Continuing   Guarantee.   The
guarantee in this Section 6 is a  continuing  guarantee,  and shall apply to all
Guaranteed Obligations whenever arising.

                  6.07  Rights of Contribution.

                  (a)  Each  Relevant   Obligor   hereby   agrees,   as  between
themselves,  that  if any  Relevant  Obligor  shall  become  an  Excess  Funding
Guarantor (as defined  below) by reason of the payment by such Relevant  Obligor
of any Guaranteed  Obligations,  each other Relevant Obligor shall, on demand of
such Excess Funding  Guarantor (but subject to the next  sentence),  pay to such
Excess  Funding  Guarantor an amount equal to such  Relevant  Obligor's Pro Rata
Share (as defined below and determined,  for this purpose,  without reference to
the Properties,  debts and liabilities of such Excess Funding  Guarantor) of the
Excess Payment (as defined in paragraph (b) below) in respect of such Guaranteed
Obligations.  The payment obligation of a Relevant Obligor to any Excess Funding
Guarantor  under this Section 6.07 shall be subordinate  and subject in right of
payment to the prior payment in full of the obligations of such Relevant Obligor
under the other  provisions of this Section 6 and such Excess Funding  Guarantor
shall not exercise any right or remedy with respect to such excess until payment
and satisfaction in full of all of such obligations.

                  (b) For purposes of this Section 6.07: (i) "Relevant  Obligor"
shall mean each  Borrower and each of the  Subsidiary  Guarantors;  (ii) "Excess
Funding  Guarantor"  shall mean,  in respect of any  Guaranteed  Obligations,  a
Relevant Obligor that has paid an amount in excess of its Pro Rata Share of such
Guaranteed  Obligations;  (iii) "Excess  Payment"  shall mean, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess
of its Pro Rata  Share of such  Guaranteed  Obligations;  (iv) "Pro Rata  Share"
shall mean, for any Relevant  Obligor,  the ratio (expressed as a percentage) of
the amount of such Relevant  Obligor's Net Assets to the amount of the aggregate
Net Assets of all of the Relevant Obligors, in each case determined as of (A)(x)
with  respect to any Relevant  Obligor  that was a party to the Original  Credit
Agreement  on the Closing Date (as defined in the  Original  Credit  Agreement),
such Closing Date or (y) with respect to any other  Relevant  Obligor,  the date
such Relevant Obligor becomes a Relevant  Obligor  hereunder or (B) the date any
demand is made  hereunder in respect of the  Guaranteed  Obligations,  whichever
date  results in the higher  amount  (the  "Determination  Date");  and (v) "Net
Assets" of any  Relevant  Obligor  shall mean the amount by which the  aggregate
present fair saleable  value of all assets of such Relevant  Obligor  (excluding
any shares of stock of any other Relevant Obligor) exceeds the amount of all the
debts  and  liabilities  of  such  Relevant   Obligor   (including   contingent,
subordinated,  unmatured  and  unliquidated  liabilities,  but excluding (x) the
obligations  of such  Relevant  Obligor  under this Section 6, assuming the full
utilization  of  permitted  borrowings  under this  Agreement  and after  giving
effect, on a pro forma basis (but without duplication),  to all such obligations
of such  Relevant  Obligor to be incurred or assumed as of the Closing  Date (as
defined  in the  Original  Credit  Agreement)  and (y) the  obligations  of such
Relevant  Obligor in respect of its guarantee of the Senior  Subordinated  Debt,
assuming all such  obligations  are in existence as of the date hereof and after
giving effect to all such  obligations  which shall become  effective as of such
Closing Date).

                  6.08  Limitation  on Guarantee  Obligations.
 Notwithstanding any other provision of this Agreement to
the contrary,  in any action or proceeding  involving any state corporate law or
any  state or  Federal  bankruptcy,  insolvency,  reorganization  or  other  law
affecting the rights of creditors generally,  if the obligations of any Relevant
Obligor  hereunder would otherwise be held or determined to be void,  invalid or
unenforceable  on account of the amount of its  liability  under this Section 6,
then notwithstanding any other provision of this Agreement to the contrary,  the
amount of such  liability  shall,  without any further  action by such  Relevant
Obligor 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.


                  Section 7.  Conditions Precedent.

                  7.01    Conditions   to    Effectiveness.
 The  effectiveness  of this  Agreement  (and the  amendment  and
restatement of the Existing  Credit  Agreement to be effected  hereby),  and the
obligation of any Lender to extend credit hereunder on the Restatement Effective
Date,  are subject to the receipt by the  Administrative  Agent of the following
documents,  each of which shall be satisfactory to the Administrative Agent (and
to the extent specified  below, to each Lender or the Majority  Lenders) in form
and substance:

                  (a)  Corporate  Documents.   The  following  documents,   each
certified as indicated below:

                           (i) for each  Obligor,  a copy of charter  documents,
                  by-laws and resolutions relating to such Obligor, certified as
                  true and complete by the  Secretary or an Assistant  Secretary
                  of such Obligor;

                           (ii) a  certificate  of the Secretary or an Assistant
                  Secretary of Holdings,  dated the  Restatement  Effective Date
                  and certifying as to the incumbency and specimen  signature of
                  each  officer  of each  Obligor  executing  such  of the  Loan
                  Documents  to which such Obligor is intended to be a party and
                  each other  document to be delivered by such Obligor from time
                  to time in connection  therewith (and the Administrative Agent
                  and each  Lender  may  conclusively  rely on such  certificate
                  until it receives notice in writing from such Obligor); and

                           (iii) for each Obligor, such other proof of corporate
                  or  other   authority,   charter   documents,   good  standing
                  certificates and evidence of incumbency as the  Administrative
                  Agent may reasonably request.

                  (b)  Officer's  Certificate.  A  certificate  of a Responsible
         Officer of the Parent,  dated the  Restatement  Effective  Date, to the
         effect set forth in the first sentence of Section 7.02 hereof.

                  (c) Notes.  The Notes,  duly  completed  and executed for each
Lender.

                  (d)  Opinions  of Special  New York  Counsel to the  Obligors.
         Opinions, dated the Restatement Effective Date, of Sullivan & Cromwell,
         special  New York  counsel to certain of the  Obligors,  and such other
         counsel satisfactory to the Administrative Agent, each in substantially
         the form delivered  pursuant to Section  7.01(d) of the Original Credit
         Agreement,  with such changes thereto as the  Administrative  Agent may
         reasonably  request and authorize  (and each Obligor  hereby  instructs
         such  counsel  to  deliver  such   opinions  to  the  Lenders  and  the
         Administrative Agent).

                  (e)  Opinion  of  Special  New York  Counsel  to  NatWest.  An
         opinion,  dated the  Restatement  Effective  Date,  of Milbank,  Tweed,
         Hadley & McCloy,  special New York counsel to NatWest, in substantially
         the form delivered  pursuant to Section  7.01(f) of the Original Credit
         Agreement,  with such changes thereto as the  Administrative  Agent may
         reasonably  request  (and  NatWest  hereby  instructs  such  counsel to
         deliver such opinion to the Lenders and the Administrative Agent).

                  (f)  Amendment  to  the  Pledge  and  Security  Agreement.  An
         amendment to the Pledge and Security  Agreement,  in form and substance
         satisfactory  to the  Administrative  Agent, in order to give effect to
         the  amendment  and  restatement  of the Existing  Credit  Agreement as
         effected   hereby  (and  such  other   modifications   thereto  as  the
         Administrative  Agent  may  reasonably  request),   duly  executed  and
         delivered by the Obligors and the  Administrative  Agent.  In addition,
         the Obligors  shall have taken such other action as the  Administrative
         Agent shall have  requested in order to perfect the security  interests
         created  pursuant to the Security  Documents to the extent such actions
         have not already been taken pursuant to the Existing Credit  Agreement.
         The Lenders  hereby  authorize the  Administrative  Agent to enter into
         such amendment.

                  (g)  Pricing  Certificate.  A  certificate  of  a  Responsible
         Officer of the Parent, dated the Restatement  Effective Date, as to the
         Total  Leverage  Ratio  referred to in the  definition  of  "Applicable
         Pricing Level" in Section 1.01 hereof.

                  (h)   Other   Documents.   Such   other   documents   as   the
         Administrative  Agent or any Lender or special New York  counsel to the
         Administrative Agent may reasonably request.

The  effectiveness  of this  Agreement  (the  amendment and  restatement  of the
Existing Credit Agreement  contemplated hereby) and the obligation of any Lender
to make its initial extension of credit hereunder is also subject to the payment
or  delivery  by the Parent of such fees and other  consideration  as the Parent
shall have agreed to pay or deliver to any Lender or an affiliate thereof or the
Administrative Agent in connection herewith,  including, without limitation, the
reasonable  fees and expenses of Milbank,  Tweed,  Hadley & McCloy,  special New
York  counsel to  NatWest,  in  connection  with the  negotiation,  preparation,
execution  and  delivery of this  Agreement  and the Notes and the other  Credit
Documents and the making of the  extensions  of credit  hereunder (to the extent
that statements for such fees and expenses have been delivered to the Parent).

                  7.02 Initial and  Subsequent  Extensions of Credit.
 The obligation of the Lenders to make any
Loan or otherwise  extend any credit to either Obligor upon the occasion of each
borrowing or other  extension of credit  hereunder  (and upon the  amendment and
restatement of the Existing Credit  Agreement to be effected  hereby) is subject
to the further  conditions  precedent that, both immediately prior to the making
of such Loan or other  extension of credit (and such amendment and  restatement)
and also after giving effect thereto and to the intended use thereof:

                  (a)  no Default shall have occurred and be continuing; and

                  (b) the representations and warranties made by each Obligor in
         Section  8 hereof  and in each  other  Credit  Document  to which  such
         Obligor is a party, shall be true and complete in all material respects
         on and as of the date of the making of such Loan or other  extension of
         credit (and after giving effect thereto) with the same force and effect
         as if made on and as of such date (or,  if any such  representation  or
         warranty is expressly  stated to have been made as of a specific  date,
         as of such specific date).

Each notice of  borrowing or request for the issuance of a Letter of Credit by a
Borrower  hereunder  shall  constitute a  certification  by such Borrower to the
effect set forth in the preceding  sentence  (both as of the date of such notice
or request and, unless such Borrower otherwise notifies the Administrative Agent
prior  to the  date  of  such  borrowing  or  issuance,  as of the  date of such
borrowing or issuance).

                  7.03 Certain  Determinations.  For
purposes of determining compliance with the conditions specified in Section 7.01
hereof,  each Lender shall be deemed to be consented to, approved or accepted or
to be satisfied  with each  document or other matter  required  thereunder to be
consented to or approved by or acceptable or  satisfactory to the Lenders unless
an  officer  of  the  Administrative  Agent  responsible  for  the  transactions
contemplated by the Credit Documents shall have received notice from such Lender
prior to the Restatement  Effective Date specifying its objection  thereto,  and
such  Lender  shall not have made  available  to the  Administrative  Agent such
Lender's ratable portion of the Loans to be made by it on such date.


                  Section 8.  Representations and Warranties.  Each Obligor
represents and warrants to the Administrative Agent and the Lenders that:

                  8.01 Corporate Existence.  Each Obligor
and its  Subsidiaries:  (a) is a  corporation,  partnership or other entity duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization;  (b) has all  requisite  corporate  or other
power, and has all material governmental licenses, authorizations,  consents and
approvals  necessary to own its assets and carry on its business as now being or
as proposed to be conducted  except where the failure to have the same could not
reasonably be expected to have a Material  Adverse Effect;  and (c) is qualified
to do business and is in good standing as a foreign entity in all  jurisdictions
in which the nature of the business  conducted by it requires such qualification
except where  failure so to qualify  could not  reasonably  be expected  (either
individually or in the aggregate) to have a Material Adverse Effect.

                  8.02 Financial  Condition.  The Parent
has heretofore furnished to each of the Lenders the following:

                  (a)  consolidated  and  consolidating  balance  sheets  of the
         Parent and its  Subsidiaries  as at  December  31, 1996 and the related
         consolidated and consolidating  statements of income, retained earnings
         and cash flows of the Parent and its  Subsidiaries  for the fiscal year
         ended on said  date,  with  the  opinion  thereon  (in the case of said
         consolidated balance sheet and statements) of Coopers & Lybrand L.L.P.,
         and the unaudited  consolidated and consolidating balance sheets of the
         Parent and its  Subsidiaries  as at September  30, 1997 and the related
         consolidated and consolidating  statements of income, retained earnings
         and cash flows of the Parent and its  Subsidiaries  for the  nine-month
         period ended on such date; and

                  (b)  consolidated  and  consolidating  balance  sheets of CAC,
         Alflex and its  Subsidiaries  as at September  30, 1997 and the related
         consolidated and consolidating  statements of income, retained earnings
         and cash flows of CAC, Alflex and its  Subsidiaries  for the nine-month
         period ended on such date.

All such financial  statements  fairly present,  in all material  respects,  the
consolidated  financial condition of the Parent and its Subsidiaries and (in the
case of said consolidating  financial statements) the respective  unconsolidated
financial  condition of the Parent and its Subsidiaries as at said dates and the
consolidated and unconsolidated  results of their respective  operations for the
fiscal  years and  periods  ended on said  dates  (subject,  in the case of such
financial  statements  as at  September  30,  1997,  to  normal  year-end  audit
adjustments),  all in accordance with generally accepted  accounting  principles
and practices  applied on a consistent basis.  Except as otherwise  disclosed to
the  Administrative  Agent or the Lenders in writing  prior to the date  hereof,
none of the  Parent  nor any of its  Subsidiaries  has on the  date  hereof  any
material  contingent  liabilities,  liabilities  for taxes,  unusual  forward or
long-term  commitments or unrealized or anticipated  losses from any unfavorable
commitments,  except as referred to or reflected or provided for in said balance
sheets as at said dates. Since December 31, 1996:

                  (i) there has been no material adverse change in the business,
         properties, assets, operations, conditions (financial or otherwise), or
         prospects of Alflex and its Subsidiaries, taken as a whole; and

                  (ii)  there  has  been  no  material  adverse  change  in  the
         business,  properties,  assets,  operations,  conditions  (financial or
         otherwise),  or prospects of the Parent and its Subsidiaries taken as a
         whole.

                  8.03 Litigation. Except as disclosed in Schedule
II hereto, there are no legal or arbitral proceedings,  or any proceedings by or
before any  governmental or regulatory  authority or agency,  now pending or (to
the  knowledge  of any  Obligor)  threatened  against  any Obligor or any of its
Subsidiaries  that could reasonably be expected  (either  individually or in the
aggregate) to have a Material Adverse Effect.

                  8.04 No Breach.  Except as disclosed in Schedule
III hereto,  none of the execution and delivery of this  Agreement and the Notes
and the other Credit Documents,  the consummation of the transactions herein and
therein  contemplated  or compliance  with the terms and  provisions  hereof and
thereof  will  conflict  with or result in a breach of, or require  any  consent
under, the charter or by-laws of any Obligor or any of its Subsidiaries,  or any
applicable law or regulation,  or any order,  writ,  injunction or decree of any
court  or  governmental  authority  or  agency,  or any  material  agreement  or
instrument to which it or any of its  Subsidiaries is a party or by which any of
them or any of their  Property is bound or to which any of them is  subject,  or
constitute a default under any such agreement or instrument,  or (except for the
Liens  created  pursuant to the  Security  Documents)  result in the creation or
imposition  of  any  Lien  upon  any  Property  of  any  Obligor  or  any of its
Subsidiaries pursuant to the terms of any such agreement or instrument.

                  8.05   Action.  Each  Obligor  and  each  of  its
Subsidiaries  has all necessary  corporate  power,  authority and legal right to
execute,  deliver and perform its obligations under each of the Credit Documents
to which it is a party; the execution,  delivery and performance by each Obligor
of each of the Credit Documents to which it is a party have been duly authorized
by all necessary  corporate action on its part; and this Agreement has been duly
and validly executed and delivered by each Obligor and constitutes,  and each of
the Notes and the other Credit  Documents  to which it is a party when  executed
and  delivered  by such  Obligor  (in the case of the  Notes,  for  value)  will
constitute,  its legal, valid and binding  obligation,  enforceable against each
Obligor in accordance with its terms.

                  8.06 Approvals. Except for filings and recordings
in respect of the Liens created pursuant to the Security Documents and the other
filings and  recordings  identified  on Schedule IV hereto,  no  authorizations,
approvals or consents of, and no filings or registrations with, any governmental
or regulatory authority or agency, or any securities exchange, are necessary for
the  execution,  delivery or performance by any Obligor of this Agreement or any
of the  other  Credit  Documents  to which  it is a party  or for the  legality,
validity or enforceability hereof or thereof.

                  8.07 Use of Credit. No Obligor nor any of its
Subsidiaries is engaged principally,  or as one of its important activities,  in
the business of extending credit for the purpose, whether immediate,  incidental
or ultimate,  of buying or carrying  Margin Stock.  Neither the making of any of
the Loans nor  issuance  of the  Letters of Credit  nor the use of the  proceeds
thereof will violate or be inconsistent  with the provisions of Regulations G, U
or X.

                  8.08 ERISA.  Each Plan, and, to the knowledge of the
Parent, each Multiemployer Plan, is in compliance in all material respects with,
and has been  administered  in all material  respects in  compliance  with,  the
applicable  provisions  of ERISA,  the Code and any other  Federal or State law,
except where such  non-compliance  thereof  could not  reasonably be expected to
lead to a material  liability,  and no event or  condition  has  occurred and is
continuing  as to which any Obligor  would be under an  obligation  to furnish a
report to the  Lenders  under  Section  9.01(e)  hereof,  unless  such  event or
condition could not reasonably be expected to lead to a material liability.

                  8.09  Taxes.

                  (a)  The  Parent  and  its  Subsidiaries  are  members  of  an
affiliated group of corporations filing consolidated  returns for Federal income
tax purposes,  of which the Parent is the "common parent" (within the meaning of
Section 1504 of the Code) of such group.

                  (b) The Parent  and its  Subsidiaries  have filed all  Federal
income tax returns and all other  material  tax returns  that are required to be
filed by them and have paid all taxes due  pursuant to such  returns or pursuant
to any  assessment  received  by them or any of their  respective  Subsidiaries,
subject to any extensions granted so long as no penalty shall be due in relation
thereto.  The charges,  accruals and reserves on the books of the Parent and its
Subsidiaries  in respect of taxes and other  governmental  charges  are,  in the
opinion of the Parent, adequate.  Neither the Parent nor any of its Subsidiaries
has given or been  requested  to give a waiver  of the  statute  of  limitations
relating to the payment of any Federal,  state, local and foreign taxes or other
impositions.

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

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

                  8.12  Material Agreements and Liens.

                  (a) Part A of Schedule V hereto is a complete and correct list
of  each  credit  agreement,  loan  agreement,  indenture,  purchase  agreement,
guarantee,  letter of credit or other  arrangement  providing  for or  otherwise
relating to any  Indebtedness  or any extension of credit (or commitment for any
extension  of credit)  to, or  guarantee  by,  the  Parent and its  Subsidiaries
outstanding on the date hereof, or that (after giving effect to the transactions
contemplated  to occur on or before  the  Restatement  Effective  Date)  will be
outstanding on the Restatement  Effective  Date, and the aggregate  principal or
face  amount  outstanding  or  that  may  become  outstanding  under  each  such
arrangement is correctly described in Part A of said Schedule V.

                  (b) Part B of Schedule V hereto is a complete and correct list
of each Lien securing Indebtedness of any Person outstanding on the date hereof,
or that (after giving  effect to the  transactions  contemplated  to occur on or
before the  Restatement  Effective  Date) will be outstanding on the Restatement
Effective Date,  covering any Property of the Parent or any of its Subsidiaries,
and the  aggregate  Indebtedness  secured  (or that may be secured) by each such
Lien and the Property covered by each such Lien is correctly described in Part B
of said Schedule V.

                  8.13 Environmental Matters. Except as
set forth on Schedule VI hereto or as could not  reasonably be expected  (either
individually or in the aggregate) to have a Material Adverse Effect:

                  (a) Each of the Parent and its  Subsidiaries  has obtained all
         environmental,   health  and  safety   permits,   licenses   and  other
         authorizations  required under all  Environmental  Laws to carry on its
         business as being  conducted,  and each of such  permits,  licenses and
         authorizations  is in full  force and effect and each of the Parent and
         its  Subsidiaries  is in  compliance  with  the  terms  and  conditions
         thereof,  and  is  also  in  compliance  with  all  other  limitations,
         restrictions,   conditions,  standards,   prohibitions,   requirements,
         obligations,  schedules  and  timetables  contained  in any  applicable
         Environmental  Law or in any regulation,  code,  plan,  order,  decree,
         judgment,   injunction,   notice  or  demand  letter  issued,  entered,
         promulgated or approved thereunder.

                  (b) No notice, notification,  demand, request for information,
         citation,  summons  or order has been  issued,  no  complaint  has been
         filed,  no penalty has been assessed and, to the Parent's or any of its
         Subsidiaries'  knowledge,  no  investigation  or review is  pending  or
         threatened  by any  governmental  or other  entity with  respect to any
         alleged  failure by the Parent or any of its  Subsidiaries  to have any
         environmental,  health or safety permit, license or other authorization
         required under any  Environmental Law in connection with the conduct of
         the business of the Parent or any of its  Subsidiaries  or with respect
         to  any  generation,  treatment,  storage,  recycling,  transportation,
         discharge  or  disposal,  or any  Release  of any  Hazardous  Materials
         generated by the Parent or any of its Subsidiaries.

                  (c)  Neither  the  Parent  nor any of its  Subsidiaries  owns,
         operates or leases a treatment,  storage or disposal facility requiring
         a permit under the Resource  Conservation  and Recovery Act of 1976, as
         amended; and

                           (i) no polychlorinated  biphenyls (PCB's) are or have
                  been present at any site or facility now or previously  owned,
                  operated or leased by the Parent or any of its Subsidiaries;

                           (ii) no Hazardous Materials have been Released at, on
                  or  under  any  site  or  facility  now or  previously  owned,
                  operated or leased by the Parent or any of its Subsidiaries in
                  a reportable quantity established by statute, ordinance, rule,
                  regulation or order; and

                           (iii) no  Hazardous  Materials  have  been  otherwise
                  Released  at,  on  or  under  any  site  or  facility  now  or
                  previously  owned,  operated or leased by the Parent or any of
                  its Subsidiaries.

                  (d)  Neither  the  Parent  nor  any  of its  Subsidiaries  has
         transported  or  arranged  for  the  transportation  of  any  Hazardous
         Material to any location that is listed on the National Priorities List
         ("NPL") under the Comprehensive  Environmental  Response,  Compensation
         and Liability Act of 1980, as amended  ("CERCLA"),  listed for possible
         inclusion  on the NPL by the  Environmental  Protection  Agency  in the
         Comprehensive  Environmental Response and Liability Information System,
         as provided for by 40 C.F.R. ss. 300.5  ("CERCLIS"),  or on any similar
         state or local list or that is the subject of  Federal,  state or local
         enforcement  actions or other  investigations  that could reasonably be
         expected to lead to  Environmental  Claims against the Parent or any of
         its Subsidiaries.

                  (e) No  Hazardous  Material  generated by the Parent or any of
         its Subsidiaries  has been recycled,  treated,  stored,  disposed of or
         Released  by the  Parent or any of its  Subsidiaries  in  violation  of
         Environmental  Law or that could reasonably be expected to give rise to
         liability under Environmental Law.

                  (f)  No  oral  or  written  notification  of  a  Release  of a
         Hazardous  Material has been filed by or on behalf of the Parent or any
         of its  Subsidiaries  and no site or facility now or previously  owned,
         operated or leased by the Parent or any of its  Subsidiaries  is listed
         or proposed for listing on the NPL,  CERCLIS or any similar  state list
         of sites requiring investigation or clean-up.

                  (g)  No  Liens  have   arisen   under  or   pursuant   to  any
         Environmental Laws on any site or facility owned, operated or leased by
         the Parent or any of its  Subsidiaries,  and no  government  action has
         been  taken or is known by the Parent or any such  Subsidiary  to be in
         process that could  reasonably  be expected to subject any such site or
         facility  to  such  Liens  and  neither  the  Parent  nor  any  of  its
         Subsidiaries  would be  required  to place any  notice  or  restriction
         relating to the presence of Hazardous Materials at any site or facility
         owned by it in any  deed to the real  property  on which  such  site or
         facility is located.

                  (h) The Parent and its Subsidiaries have made available to the
         Administrative  Agent certain  environmental  investigations,  studies,
         audits,  tests,  reviews or other analyses  conducted by or that are in
         the possession of the Parent or any of its Subsidiaries with respect to
         all  matters  relating  to facts,  circumstances  or  conditions  at or
         affecting  any site or facility now or  previously  owned,  operated or
         leased  by the  Parent  or any of its  Subsidiaries  and  that,  to the
         Parent's knowledge,  could reasonably be expected (either  individually
         or in the aggregate) to have resulted in a Material Adverse Effect.

                  8.14  Capitalization.

                  (a) Part A of  Schedule  VII hereto  correctly  sets forth the
authorized Capital Stock of the Parent on the date hereof. All of the issued and
outstanding  shares of each  class of  Capital  Stock of the  Parent on the date
hereof are duly and validly issued,  fully paid and  nonassessable.  On the date
hereof,  except as  disclosed in Part B of said  Schedule  VII, (x) there are no
outstanding  Equity  Rights  with  respect  to  the  Parent  and  there  are  no
outstanding  obligations  of the  Parent  or any or any of its  Subsidiaries  to
repurchase,  redeem,  or  otherwise  acquire any shares of Capital  Stock of the
Parent, and (y) are there no outstanding obligations of the Parent or any of its
Subsidiaries to make payments to any Person,  such as "phantom stock"  payments,
where the amount  thereof is calculated  with reference to the fair market value
or equity value of the Parent or any of its Subsidiaries.

                  (b) Part A of Schedule  VIII hereto  correctly  sets forth the
authorized  Capital Stock of Holdings on the date hereof.  All of the issued and
outstanding shares of each class of Capital Stock of Holdings on the date hereof
are duly and validly issued,  fully paid and  nonassessable.  On the date hereof
all  of  such  issued  and  outstanding   shares  of  Capital  Stock  are  owned
beneficially  and of  record  by the  Parent.  On the  date  hereof,  except  as
disclosed  in Part B of said  Schedule  VIII,  there are no  outstanding  Equity
Rights with respect to Holdings and there are no outstanding  obligations of the
Parent or any or any of its  Subsidiaries  to repurchase,  redeem,  or otherwise
acquire any shares of Capital Stock of Holdings.

                  (c) Part A of  Schedule  IX hereto  correctly  sets  forth the
authorized  Capital  Stock  of CAC on the date  hereof.  All of the  issued  and
outstanding  shares of each class of Capital Stock of CAC on the date hereof are
duly and validly issued, fully paid and nonassessable. On the date hereof all of
such issued and outstanding  shares of Capital Stock are owned  beneficially and
of record by Holdings. On the date hereof, except as disclosed in Part B of said
Schedule  IX,  there are no  outstanding  Equity  Rights with respect to CAC and
there  are  no  outstanding  obligations  of  the  Parent  or  any or any of its
Subsidiaries to repurchase,  redeem,  or otherwise acquire any shares of Capital
Stock of CAC.

                  (d) Part A of  Schedule  X hereto  correctly  sets  forth  the
authorized  Capital  Stock of Alflex on the date  hereof.  All of the issued and
outstanding  shares of each class of Capital  Stock of Alflex are fully paid and
nonassessable.  On the date hereof all of such issued and outstanding  shares of
Capital  Stock are owned  beneficially  and of record by  Holdings.  On the date
hereof,  except  as  disclosed  in Part B of said  Schedule  X, (x) there are no
outstanding  Equity  Rights  with  respect  to  the  Alflex  and  there  are  no
outstanding  obligations of the Parent or any of its Subsidiaries to repurchase,
redeem,  or otherwise  acquire any shares of Capital Stock of Alflex and (y) are
there no  outstanding  obligations of the Parent or any of its  Subsidiaries  to
make payments to any Person, such as "phantom stock" payments,  where the amount
thereof is calculated with reference to the fair market value or equity value of
Alflex or any of its Subsidiaries.

                  (e) Part A of  Schedule  XI hereto  correctly  sets  forth the
authorized  Capital  Stock of CACI on the date  hereof.  All of the  issued  and
outstanding  shares of each  class of  Capital  Stock of CACI are fully paid and
nonassessable.  On the date hereof all of such issued and outstanding  shares of
Capital  Stock are owned  beneficially  and of  record  by  Alflex.  On the date
hereof,  except as  disclosed  in Part B of said  Schedule  XI, (x) there are no
outstanding  Equity  Rights  with  respect to CACI and there are no  outstanding
obligations of the Parent or any of its Subsidiaries to repurchase,  redeem,  or
otherwise  acquire  any  shares  of  Capital  Stock of CACI and (y) are there no
outstanding  obligations  of the  Parent  or any of  its  Subsidiaries  to  make
payments  to any  Person,  such as "phantom  stock"  payments,  where the amount
thereof is calculated with reference to the fair market value or equity value of
CACI or any of its Subsidiaries.

                  8.15  Subsidiaries, Etc.

                  (a) Set forth in Part A of  Schedule  XII hereto is a complete
and correct  list of all of the  Subsidiaries  of the Parent on the date hereof,
together with, for each such Subsidiary, (i) the jurisdiction of organization of
such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary
and (iii) the nature of the ownership interests held by each such Person and the
percentage  of  ownership  of such  Subsidiary  represented  by  such  ownership
interests.  Except as disclosed in Part A of said  Schedule  XII, as of the date
hereof,  (x) each of the Parent  and its  Subsidiaries  owns,  free and clear of
Liens (other than Liens created pursuant to the Security Documents), and has the
unencumbered right to vote, all outstanding  ownership  interests in each Person
shown to be held by it in Part A of said Schedule XII, (y) all of the issued and
outstanding  Capital  Stock of each such Person  organized as a  corporation  is
validly issued,  fully paid and  nonassessable  and (z) there are no outstanding
Equity Rights with respect to such Person.

                  (b) Set forth in Part B of  Schedule  XII hereto is a complete
and correct list of all Investments (other than Investments  disclosed in Part A
of said Schedule XII) held by the Parent or any of its  Subsidiaries on the date
hereof and, for each such Investment,  (x) the identity of the Person or Persons
holding  such  Investment  and (y) the  nature  of such  Investment.  Except  as
disclosed  in  Part  B of  said  Schedule  XII,  each  of  the  Parent  and  its
Subsidiaries  owns,  free and  clear of all  Liens  (other  than  Liens  created
pursuant to the Security Documents), all such Investments.

                  (c) None of the  Subsidiaries  of the  Parent  is, on the date
hereof, subject to any indenture,  agreement, instrument or other arrangement of
the type described in Section 9.16(c) hereof.

                  8.16 Title to Assets.  Except as disclosed
in Schedule XIII hereto, each of the Parent and its Subsidiaries owns and has on
the date hereof good and marketable  title  (subject only to Liens  permitted by
Section  9.06  hereof) to the  Properties  shown to be owned in the most  recent
financial  statements  referred to in Section 8.02 hereof (other than Properties
disposed of in the  ordinary  course of business or  otherwise  permitted  to be
disposed  of  pursuant  to  Section  9.05  hereof).  Each of the  Parent and its
Subsidiaries  owns and has on the date hereof good and  marketable  title to, or
(in the case of any real  property  leases),  a valid and  subsisting  leasehold
estate  in and to,  and  enjoys  on the date  hereof  peaceful  and  undisturbed
possession of, all Properties  (subject only to Liens  permitted by Section 9.06
hereof) that are necessary for the operation and conduct of its businesses.

                  8.17  True  and  Complete   Disclosure.
The  information,   reports,  financial  statements,  exhibits  and
schedules  furnished  in  writing  by  or on  behalf  of  the  Obligors  to  the
Administrative   Agent  or  any  Lender  in  connection  with  the  negotiation,
preparation  or delivery of this  Agreement  and the other  Credit  Documents or
included herein or therein or delivered  pursuant hereto or thereto,  when taken
as a whole do not contain any untrue statement of material fact or omit to state
any material fact necessary to make the statements  herein or therein,  in light
of the  circumstances  under which they were made, not  misleading.  All written
information  furnished after the date hereof by the Parent and its  Subsidiaries
to the  Administrative  Agent and the Lenders in connection  with this Agreement
and the other Credit  Documents  and the  transactions  contemplated  hereby and
thereby will be true,  complete and accurate in every material  respect,  or (in
the case of projections) based on reasonable estimates,  on the date as of which
such  information is stated or certified.  There is no fact known to any Obligor
that could reasonably be expected  (either  individually or in the aggregate) to
have a Material Adverse Effect that has not been disclosed  herein, in the other
Credit  Documents  or  in a  report,  financial  statement,  exhibit,  schedule,
disclosure  letter  or  other  writing  furnished  to  the  Lenders  for  use in
connection with the transactions contemplated hereby or thereby.

                  8.18 Real Property. Set forth on Schedule XIV
hereto is a list, as of the date hereof,  of all of the real property  interests
held by the Parent and its  Subsidiaries,  indicating  in each case  whether the
respective  Property is owned or leased, the identity of the owner or lessee and
the location of the respective Property.

                  8.19 Security Documents.  The Security
Documents  create,  as  security  for the  obligations  purported  to be secured
thereby, a valid and enforceable  perfected security interest in and Lien on all
of the Properties to be covered  thereby in favor of the  Administrative  Agent,
superior to and prior to the right of all third  Persons and subject to no other
Liens (other than Liens permitted under Section 9.06 hereof).


                  Section  9.  Covenants  of  the  Obligors
Each  Obligor   covenants  and  agrees  with  the  Lenders  and  the
Administrative  Agent that, so long as any Commitment,  Loan or Letter of Credit
Liability is outstanding and until payment in full of all amounts payable by the
Borrowers hereunder:

                  9.01 Financial Statements,  Etc.
The Parent (for  itself and on behalf of each other  Obligor)  shall  deliver to
each of the Lenders:

                  (a) as soon as available and in any event within 45 days after
         the end of each  quarterly  fiscal  period of each  fiscal  year of the
         Parent,  consolidated and consolidating  statements of income, retained
         earnings  and cash flows of the Parent  and its  Subsidiaries  for such
         period and for the period from the beginning of the  respective  fiscal
         year to the end of  such  period,  and  the  related  consolidated  and
         consolidating  balance sheets of the Parent and its  Subsidiaries as at
         the end of such period,  setting forth in each case in comparative form
         the  corresponding  consolidated  and  consolidating  figures  for  the
         corresponding  periods in the preceding  fiscal year  accompanied  by a
         certificate of a Responsible  Officer of the Parent,  which certificate
         shall state that said consolidated  financial statements fairly present
         in all  material  respects the  consolidated  financial  condition  and
         results of  operations  of the Parent  and its  Subsidiaries,  and said
         consolidating  financial  statements  fairly  present  in all  material
         respects the respective individual  unconsolidated  financial condition
         and  results  of   operations   of  the  Parent  and  of  each  of  its
         Subsidiaries,  in  each  case in  accordance  with  generally  accepted
         accounting principles, consistently applied, as at the end of, and for,
         such period (subject to normal year-end audit adjustments);

                  (b) as soon as available and in any event within 90 days after
         the  end  of  each  fiscal  year  of  the  Parent,   consolidated   and
         consolidating statements of income, retained earnings and cash flows of
         the Parent and its  Subsidiaries  for such  fiscal year and the related
         consolidated  and  consolidating  balance  sheets of the Parent and its
         Subsidiaries  as at the end of such fiscal year,  setting forth in each
         case  in   comparative   form  the   corresponding   consolidated   and
         consolidating  figures for the preceding  fiscal year, and  accompanied
         (i) in the case of said  consolidated  statements  and balance sheet of
         the  Parent,  by an opinion  thereon of  independent  certified  public
         accountants of recognized national standing,  which opinion shall state
         that said  consolidated  financial  statements  fairly  present  in all
         material respects the consolidated  financial  condition and results of
         operations  of the  Parent and its  Subsidiaries  as at the end of, and
         for, such fiscal year in accordance with generally accepted  accounting
         principles,  and a statement of such accountants to the effect that, in
         making the  examination  necessary for their  opinion,  nothing came to
         their  attention that caused them to believe that the Parent was not in
         compliance with Sections 9.07(g),  9.09, 9.10 and 9.11 hereof,  insofar
         as such Sections relate to accounting matters,  and (ii) in the case of
         said consolidating statements and balance sheets, by a certificate of a
         senior financial  officer of the Parent,  which certificate shall state
         that said  consolidating  financial  statements  fairly  present in all
         material respects the respective  individual  unconsolidated  financial
         condition  and results of  operations  of the Parent and of each of its
         Subsidiaries,  in  each  case in  accordance  with  generally  accepted
         accounting principles, consistently applied, as at the end of, and for,
         such fiscal year;

                  (c)  promptly  upon their  becoming  available,  copies of all
         registration  statements and regular periodic reports, if any, that the
         Parent or any of its Subsidiaries  shall have filed with the Commission
         (or any  governmental  agency  substituted  therefor)  or any  national
         securities exchange;

                  (d) promptly upon the mailing  thereof to the  shareholders of
         the Parent  generally  or to holders of  Subordinated  Indebtedness  or
         Senior Subordinated Debt generally, copies of all financial statements,
         reports and proxy statements so mailed;

                  (e) as soon as possible, and in any event within 15 days after
         any  Obligor  knows or has reason to believe  that any of the events or
         conditions  specified  below with respect to any Plan or  Multiemployer
         Plan has  occurred  or  exists,  a  statement  signed by a  Responsible
         Officer of the Parent  setting forth details  respecting  such event or
         condition  and the  action,  if  any,  that  the  Parent  or its  ERISA
         Affiliate  proposes  to take with  respect  thereto  (and a copy of any
         report or notice  required to be filed with or given to the PBGC by the
         Parent or an ERISA Affiliate with respect to such event or condition):

                           (i) any  reportable  event,  as  defined  in  Section
                  4043(c) of ERISA and the regulations issued  thereunder,  with
                  respect to a Plan,  as to which the PBGC has not by regulation
                  waived the  requirement of Section 4043(a) of ERISA that it be
                  notified  within  30 days  of the  occurrence  of  such  event
                  (provided that a failure to meet the minimum funding  standard
                  of Section 412 of the Code or Section 302 of ERISA, including,
                  without  limitation,  the failure to make on or before its due
                  date a required  installment  under Section 412(m) of the Code
                  or  Section  302(e)  of  ERISA,  shall be a  reportable  event
                  regardless of the issuance of any waivers in  accordance  with
                  Section  412(d) of the  Code);  and any  request  for a waiver
                  under Section 412(d) of the Code for any Plan;

                           (ii) the distribution under Section  4041(c)(1)(A) of
                  ERISA of a  notice  of  intent  to  terminate  any Plan or any
                  action taken by any Obligor or an ERISA Affiliate to terminate
                  any Plan;

                           (iii)  the  institution  by the  PBGC of  proceedings
                  under  Section  4042 of ERISA for the  termination  of, or the
                  appointment  of a trustee  to  administer,  any  Plan,  or the
                  receipt by any Obligor or any ERISA Affiliate of a notice from
                  a  Multiemployer  Plan that such  action has been taken by the
                  PBGC with respect to such Multiemployer Plan;

                           (iv)  the  complete  or  partial  withdrawal  from  a
                  Multiemployer  Plan by any Obligor or any ERISA Affiliate that
                  results  in  liability  under  Section  4201 or 4204 of  ERISA
                  (including the obligation to satisfy secondary  liability as a
                  result of a  purchaser  default) or the receipt by any Obligor
                  or any ERISA  Affiliate  of notice from a  Multiemployer  Plan
                  that it is in reorganization or insolvency pursuant to Section
                  4241 or 4245 of ERISA or that it intends to  terminate  or has
                  terminated under Section 4041A of ERISA;

                           (v) the institution of a proceeding by a fiduciary of
                  any  Multiemployer  Plan  against  any  Obligor  or any  ERISA
                  Affiliate to enforce Section 515 of ERISA, which proceeding is
                  not dismissed within 30 days; and

                           (vi) the  adoption of an  amendment to any Plan that,
                  pursuant to Section  401(a)(29)  of the Code or Section 307 of
                  ERISA,  would result in the loss of  tax-exempt  status of the
                  trust of which such Plan is a part if any  Obligor or an ERISA
                  Affiliate  fails to  timely  provide  security  to the Plan in
                  accordance with the provisions of said Sections;

                  (f)  promptly  after any  Responsible  Officer of any  Obligor
         knows or has reason to believe that any Default has occurred,  a notice
         of such Default  describing the same in reasonable detail and, together
         with such notice or as soon  thereafter as possible,  a description  of
         the action that the Obligors have taken or propose to take with respect
         thereto; and

                  (g) from time to time such  other  information  regarding  the
         financial condition, operations, business or prospects of the Parent or
         any of its Subsidiaries  (including,  without  limitation,  any Plan or
         Multiemployer Plan and any reports or other information  required to be
         filed  under  ERISA)  as any  Lender  or the  Administrative  Agent may
         reasonably request.

The Parent will  furnish to each Lender,  at the time it  furnishes  each set of
financial  statements  pursuant to paragraph (a) or (b) above, (i) a certificate
of a  Responsible  Officer of the Parent (x) to the effect  that no Default  has
occurred and is continuing  (or, if any Default has occurred and is  continuing,
describing  the same in  reasonable  detail and  describing  the action that the
Obligors have has taken or propose to take with respect thereto) and (y) setting
forth in reasonable  detail the computations  necessary to determine (A) whether
the Obligors are in compliance with Sections  9.07(g),  9.08(i),  9.09, 9.10 and
9.11 hereof as of the end of the  respective  quarterly  fiscal period or fiscal
year and (B) if the Parent shall have  consummated  any Stock  Repurchase or any
repurchase or redemption of Subordinated  Indebtedness during the fiscal quarter
ending  as of the  date  of the  balance  sheet  included  with  such  financial
statements,  whether the Obligors were in  compliance  with the  requirement  of
Section 9.09(b)(iii) or Section 9.12(c) hereof, respectively,  as of the date of
each such Stock  Repurchase or such  repurchase  or  repurchase of  Subordinated
Indebtedness,  as the case may be; and (ii) the  certificate  referred to in the
definition of "Applicable Pricing Level" in Section 1.01 hereof setting forth in
reasonable  detail the  computation of the Total Leverage Ratio as at the end of
the respective quarterly fiscal period.

                  9.02 Litigation.  The Parent (for itself and on
behalf of each other  Obligor)  will  promptly give to each Lender notice of all
legal  or  arbitral  proceedings,  and  of  all  proceedings  by or  before  any
governmental or regulatory  authority or agency, and any material development in
respect of such legal or other  proceedings,  affecting the Parent or any of its
Subsidiaries,  except  proceedings that could not reasonably be expected (either
individually  or in the aggregate) to have a Material  Adverse  Effect.  Without
limiting the  generality of the  foregoing,  the Parent will give to each Lender
notice of the assertion of any  Environmental  Claim by any Person  against,  or
with respect to the  activities  of, the Parent or any of its  Subsidiaries  and
notice of any alleged violation of or non-compliance with any Environmental Laws
or any permits,  licenses or authorizations,  other than any Environmental Claim
or alleged violation that could not reasonably be expected (either  individually
or in the aggregate) to have a Material Adverse Effect.

                  9.03 Existence,  Etc. The Parent will, and
will cause each of its Subsidiaries to:

                  (a) preserve and maintain its legal  existence  and all of its
         material  rights,  privileges,  licenses and franchises  (provided that
         nothing in this Section 9.03 shall prohibit any  transaction  expressly
         permitted under Section 9.05 hereof);

                  (b)  comply  with the  requirements  of all  applicable  laws,
         rules, regulations and orders of governmental or regulatory authorities
         if  failure  to  comply  with such  requirements  could  reasonably  be
         expected  (either  individually or in the aggregate) to have a Material
         Adverse Effect;

                  (c) pay and discharge all taxes,  assessments and governmental
         charges  or levies  imposed on it or on its income or profits or on any
         of its Property prior to the date on which  penalties  attach  thereto,
         except  for any such tax,  assessment,  charge or levy the  payment  of
         which is being  contested in good faith and by proper  proceedings  and
         against which adequate reserves are being maintained;

                  (d)  maintain  all of its  Properties  used or  useful  in its
         business in good working  order and  condition,  ordinary wear and tear
         excepted;

                  (e) keep  adequate  records  and  books of  account,  in which
         complete  entries will be made in accordance  with  generally  accepted
         accounting principles consistently applied; and

                  (f) permit representatives of any Lender or the Administrative
         Agent, during normal business hours, to examine, copy and make extracts
         from its books and records,  to inspect any of its  Properties,  and to
         discuss its business and affairs with its  officers,  all to the extent
         reasonably requested by such Lender or the Administrative Agent (as the
         case may be).

                  9.04 Insurance.  The Parent will, and will cause
each of its  Subsidiaries  to,  maintain  insurance with  financially  sound and
reputable  insurance  companies,  and with  respect to  Property  and risks of a
character  usually  maintained  by  corporations  engaged in the same or similar
business similarly situated, against loss, damage and liability of the kinds and
in the amounts customarily maintained by such corporations.

                  The Parent will in any event  maintain (with respect to itself
and each of its Subsidiaries):

                  (1) Casualty  Insurance  --  insurance  against loss or damage
         covering   all  of  the  tangible   real  and  personal   Property  and
         improvements  of the Parent and each of its  Subsidiaries  by reason of
         any  Peril  (as  defined  below)  in  such  amounts  (subject  to  such
         deductibles as shall be satisfactory to the Majority  Lenders) as shall
         be reasonable  and customary and  sufficient to avoid the insured named
         therein from becoming a co-insurer of any loss under such policy but in
         any event in an amount (i) in the case of fixed  assets  and  equipment
         (other than vehicles), at least equal to 100% of the actual replacement
         cost  of  such  assets  (including,  without  limitation,   foundation,
         footings and excavation costs), subject to deductibles as aforesaid and
         (ii) in the case of  inventory,  not less  than the fair  market  value
         thereof, subject to deductibles as aforesaid.

                  (2)  Automobile  Liability  Insurance  for  Bodily  Injury and
         Property  Damage -- insurance  against  liability for bodily injury and
         property  damage in respect of all vehicles  (whether  owned,  hired or
         rented by the Parent or any of its  Subsidiaries)  at any time  located
         at, or used in connection  with,  its  Properties or operations in such
         amounts as are then  customary  for vehicles  used in  connection  with
         similar  Properties  and  businesses,  but in any  event to the  extent
         required by applicable law.

                  (3)  Comprehensive  General  Liability  Insurance -- insurance
         against claims for bodily injury,  death or Property  damage  occurring
         on, in or about the Properties  (and adjoining  streets,  sidewalks and
         waterways) of the Parent and its  Subsidiaries,  in such amounts as are
         then customary for Property similar in use in the  jurisdictions  where
         such Properties are located.

                  (4) Workers'  Compensation  Insurance -- workers' compensation
         insurance or a qualified  self-insurance  program  (including,  without
         limitation,  Employers'  Liability Insurance) to the extent required by
         applicable law.

                  (5) Product  Liability  Insurance -- insurance  against claims
         for bodily injury,  death or Property damage  resulting from the use of
         products sold by the Parent or any of its  Subsidiaries in such amounts
         as are then  customarily  maintained by responsible  persons engaged in
         businesses similar to that of the Parent and its Subsidiaries.

                  (6) Business Interruption  Insurance -- insurance against loss
         of  operating  income by reason  of any  Peril in such  amounts  as are
         consistent with the coverages in place on the date hereof.

                  (7)  Other  Insurance  --  such  other  insurance,  including,
         without   limitation,   War-Risk  Insurance  when  and  to  the  extent
         obtainable from the United States Government, in each case as generally
         carried by owners of similar Properties in the jurisdictions where such
         Properties  are located,  in such amounts and against such risks as are
         then customary for Property similar in use.

Such insurance shall be written by financially responsible companies selected by
the  Parent  and  having an A. M. Best  rating of "A-" or better  and being in a
financial size category of XI or larger (or, with respect to companies providing
insurance on the date hereof, a financial size category of IX or larger),  or by
other  companies  acceptable to the Majority  Lenders,  and (other than workers'
compensation)  shall name the Administrative  Agent as loss payee (to the extent
covering risk of loss or damage to tangible property) and as an additional named
insured as its  interests  may appear (to the extent  covering  any other risk).
Each policy  referred to in this Section 9.04 shall  provide that it will not be
canceled or reduced, or allowed to lapse without renewal,  except after not less
than 30 days' notice to the Administrative Agent and shall also provide that the
interests of the  Administrative  Agent and the Lenders shall not be invalidated
by any act or  negligence  of the Parent or any Person having an interest in any
Property  covered by the Mortgage  nor by occupancy or use of any such  Property
for purposes more hazardous than permitted by such policy nor by any foreclosure
or other  proceedings  relating  to such  Property.  The Parent  will advise the
Administrative  Agent  promptly  of  any  policy   cancellation,   reduction  or
amendment.

                  On or before the  Restatement  Effective Date, the Parent will
deliver to the Administrative  Agent  certificates of insurance  satisfactory to
the  Administrative  Agent evidencing the existence of all insurance required to
be maintained by the Parent  hereunder  setting forth the respective  coverages,
limits of liability,  carrier,  policy number and period of coverage and showing
that such insurance will remain in effect through the March 31 falling after the
date  hereof,  subject  only to the  payment of premiums as they become due (and
attaching  original copies of any policies with respect to casualty  insurance).
Thereafter,  on each March 31 and October 31 in each year  (commencing  with the
first  March  31  after  the  date  hereof),  the  Parent  will  deliver  to the
Administrative  Agent  certificates  of insurance  evidencing that all insurance
required to be maintained by the Parent  hereunder will be in effect through the
following  October  31 or March  31,  as the case  may be,  subject  only to the
payment of premiums as they become due. In addition,  the Parent will not modify
any of the provisions of any policy with respect to casualty  insurance  without
delivering the original copy of the endorsement  reflecting such modification to
the  Administrative  Agent  accompanied  by a  written  report  of any  firm  of
independent  insurance brokers of nationally recognized standing satisfactory to
the  Administrative  Agent,  stating that, in their opinion,  such policy (as so
modified)   adequately   protects   the   interests   of  the  Lenders  and  the
Administrative Agent, is in compliance with the provisions of this Section 9.04,
and is comparable in all respects with insurance  carried by responsible  owners
and  operators of  Properties  similar to those  covered by the  Mortgages.  The
Parent  will  not  obtain  or carry  separate  insurance  concurrent  in form or
contributing in the event of loss with that required by this Section 9.04 unless
the Administrative  Agent is the named insured thereunder,  with loss payable as
provided herein.  The Parent will immediately  notify the  Administrative  Agent
whenever  any such  separate  insurance  is  obtained  and shall  deliver to the
Administrative Agent the certificates evidencing the same.

                  Without  limiting  the  obligations  of the  Parent  under the
foregoing provisions of this Section 9.04, in the event the Parent shall fail to
maintain  in full  force and  effect  insurance  as  required  by the  foregoing
provisions of this Section 9.04,  then the  Administrative  Agent may, but shall
have no obligation  so to do,  procure  insurance  covering the interests of the
Lenders and the  Administrative  Agent in such amounts and against such risks as
the Administrative  Agent (or the Majority Lenders) shall deem appropriate,  and
the Parent shall reimburse the  Administrative  Agent in respect of any premiums
paid by the Administrative Agent in respect thereof.

                  For   purposes   hereof,   the  term   "Peril"   shall   mean,
collectively,  fire,  lightning,  windstorm,  hail,  explosion,  riot and  civil
commotion,  vandalism and malicious mischief, damage from aircraft, vehicles and
smoke and all other perils covered by the "all-risk"  endorsement then in use in
the  jurisdictions  where the Properties of the Parent and its  Subsidiaries are
located.

Notwithstanding the foregoing, the Parent and each of its Subsidiaries may carry
a  portion  of  the  insurance   required   hereunder   through   self-insurance
arrangements  with a Subsidiary  described in Section 9.08(h)  hereof,  provided
that such  self-insurance  is maintained only in amounts and in a manner that is
prudent and consistent with current market practices for such insurance coverage
of corporations engaged in the same or similar business similarly situated.

                  9.05  Prohibition of Fundamental Changes.

                  (a)  The  Parent  will  not,  nor  will it  permit  any of its
Subsidiaries  to,  enter  into any  transaction  of merger or  consolidation  or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation or dissolution).

                  (b)  The  Parent  will  not,  nor  will it  permit  any of its
Subsidiaries  to, acquire any business or Property from, or Capital Stock of, or
be a party to any acquisition of, any Person except for:

                  (i)  purchases of inventory  and other  Property to be sold or
used in the ordinary course of business;

                  (ii) Investments permitted under Section 9.08 hereof;

                  (iii)  Capital  Expenditures   permitted  under  Section  9.11
hereof;

                  (iv) Permitted Reinvestment Capital Expenditures; and

                  (v)  any  other  acquisition  or  purchase  of  any  business,
         property or Capital  Stock of any Person,  so long as (i) the aggregate
         consideration for all such acquisitions  under this clause (v) does not
         exceed  $20,000,000 in the aggregate,  (ii) such business,  property or
         Capital  Stock falls  within the  Aluminum  Business,  (iii) either (A)
         EBITDA for such  business or such  Person,  as the case may be, for the
         most  recent  period  of four  consecutive  fiscal  quarters  shall  be
         positive  or (B) if such  EBITDA  is  negative,  the  EBITDA  for  such
         business or such Person,  as the case may be for such period calculated
         on a pro forma basis to reflect any adjustments to EBITDA  requested by
         the Parent and approved by the Administrative Agent, shall be positive,
         (iv) after giving effect to such  acquisition,  the Company would be in
         compliance on a pro forma basis  (calculated as if such acquisition had
         occurred  on the first day of the  relevant  calculation  period)  with
         Section 9.10 hereof,  (v)  immediately  prior to such  acquisition  and
         after giving  effect  thereto,  no default  shall have  occurred and be
         continuing,  (vi) the Company shall have complied with the requirements
         of Section 9.16 and 9.19 to the extent  applicable to such acquisition;
         and (vii) the Company shall have delivered to the Administrative  Agent
         a certificate of a Responsible  Officer certifying in reasonable detail
         as to compliance with the foregoing sub-clauses under this clause (v).

                  (c)  The  Parent  will  not,  nor  will it  permit  any of its
Subsidiaries to, convey,  sell, lease,  transfer or otherwise dispose of, in one
transaction or a series of  transactions,  any part of its business or Property,
whether  now  owned  or  hereafter  acquired,   including,  without  limitation,
Receivables and leasehold interests, but excluding:

                  (i)  obsolete  or worn-out  Property,  tools or  equipment  no
         longer  used or useful in its  business  so long as the amount  thereof
         sold in any single fiscal year by the Parent and its Subsidiaries shall
         not have a fair market value in excess of $750,000; and

                  (ii) any  inventory or other  Property  sold or disposed of in
         the ordinary course of business and on ordinary business terms;

                  (iii) (x) Receivables Sales pursuant to Permitted  Receivables
         Financings and (y) sales or transfers of Receivables and Related Assets
         for  purposes of  collection  in the  ordinary  course of business  and
         consistent with past practices; and

                  (iv)  other  sales of  Property  for  fair  market  value  (as
         reasonably  determined  by the Parent) for cash in an aggregate  amount
         not exceeding $2,000,000 in any fiscal year of the Parent.

                  (d) Notwithstanding  the foregoing  provisions of this Section
9.05:

                  (i) any Subsidiary of the Parent may be merged or consolidated
         with or into:  (x) the Parent if the Parent shall be the  continuing or
         surviving  corporation or (y) any other such Subsidiary;  provided that
         (1) if any such transaction  shall be between a Subsidiary and a Wholly
         Owned  Subsidiary,  the Wholly Owned Subsidiary shall be the continuing
         or surviving  corporation and (2) that if any such transaction shall be
         between  a  Subsidiary  Guarantor  and a  Subsidiary  not a  Subsidiary
         Guarantor,  and such  Subsidiary  Guarantor  is not the  continuing  or
         surviving  corporation,  then the  continuing or surviving  corporation
         shall have assumed all of the obligations of such Subsidiary  Guarantor
         hereunder and under the other Credit Documents in a manner satisfactory
         to the Administrative Agent; and

                  (ii) any Subsidiary of the Parent may sell, lease, transfer or
         otherwise  dispose  of  any or all  of  its  Property  (upon  voluntary
         liquidation or otherwise) to the Parent or a Wholly Owned Subsidiary of
         the Parent; provided that if any such sale is by a Subsidiary Guarantor
         to a  Subsidiary  of the Parent not a Subsidiary  Guarantor,  then such
         Subsidiary shall have assumed all of the obligations of such Subsidiary
         Guarantor  hereunder  and under the other Credit  Documents in a manner
         satisfactory to the Administrative Agent.

                  9.06  Limitation on Liens.  The Parent
will not, nor will it permit any of its Subsidiaries to, create,  incur,  assume
or  suffer  to exist any Lien  upon any of its  Property,  whether  now owned or
hereafter acquired, except:

                  (a)  Liens created pursuant to the Security Documents;

                  (b) Liens in existence on the date hereof and listed in Part B
of Schedule V hereto;

                  (c) Liens  imposed by any  governmental  authority  for taxes,
         assessments or charges not yet due or that are being  contested in good
         faith and by appropriate  proceedings  if, unless the amount thereof is
         not material  with respect to it or its financial  condition,  adequate
         reserves with respect thereto are maintained on the books of the Parent
         or the affected  Subsidiaries,  as the case may be, in accordance  with
         GAAP;

                  (d)  carriers',  warehousemen's,   mechanics',  materialmen's,
         repairmen's  or other like  Liens  arising  in the  ordinary  course of
         business that are not overdue for a period of more than 30 days or that
         are being  contested in good faith and by appropriate  proceedings  and
         Liens securing judgments but only to the extent for an amount and for a
         period not resulting in an Event of Default under Section 10(h) hereof;

                  (e)  pledges  or   deposits   under   worker's   compensation,
         unemployment insurance and other social security legislation;

                  (f)  deposits  to  secure  the  performance  of  bids,   trade
         contracts (other than for Indebtedness), leases, statutory obligations,
         surety and appeal bonds,  performance  bonds and other obligations of a
         like nature incurred in the ordinary course of business;

                  (g) easements,  rights-of-way,  restrictions and other similar
         encumbrances   incurred  in  the   ordinary   course  of  business  and
         encumbrances  consisting of zoning restrictions,  easements,  licenses,
         restrictions  on the use of  Property or minor  imperfections  in title
         thereto that, in the aggregate, are not material in amount, and that do
         not in any case materially  interfere with the ordinary  conduct of the
         business of the Parent or any of its Subsidiaries;

                  (h)  Liens on  Property  of any  corporation  that  becomes  a
         Subsidiary  of the Parent  after the date  hereof,  provided  that such
         Liens  are  in  existence  at  the  time  such  corporation  becomes  a
         Subsidiary of the Parent and were not created in anticipation thereof;

                  (i) Liens upon real and/or tangible personal Property acquired
         after the date hereof (by purchase,  construction  or otherwise) by the
         Parent  or any of its  Subsidiaries,  each of which  Liens  either  (A)
         existed on such Property before the time of its acquisition and was not
         created  in  anticipation  thereof  or (B) was  created  solely for the
         purpose of securing Indebtedness representing,  or incurred to finance,
         refinance or refund,  the cost (including the cost of  construction) of
         such Property;  provided that (i) no such Lien shall extend to or cover
         any Property of the Parent or such  Subsidiary  other than the Property
         so acquired and  improvements  thereon and (ii) the principal amount of
         Indebtedness  secured by any such Lien  shall at no time  exceed 80% of
         the fair market  value (as  determined  in good faith by a  Responsible
         Officer of the Parent) of such Property at the time it was acquired (by
         purchase, construction or otherwise);

                  (j)  additional  Liens  upon  real  and/or  personal  Property
         created after the date hereof, provided that the aggregate Indebtedness
         secured  thereby and  incurred  on and after the date hereof  shall not
         exceed $5,000,000 in the aggregate at any one time outstanding; and

                  (k)  Liens  upon  Receivables  and  Related  Assets  to secure
         obligations under Permitted Receivables Financings.

                  9.07  Indebtedness.  The Parent will not, nor
will it permit any of its Subsidiaries to, create,  incur or suffer to exist any
Indebtedness except:

                  (a)  Indebtedness to the Lenders hereunder;

                  (b) Indebtedness  outstanding on the date hereof and listed in
Part A of Schedule V hereto;

                  (c) (i)  Indebtedness  of the  Parent in respect of the Senior
         Subordinated  Debt  in  an  aggregate  original  principal  amount  not
         exceeding  $125,000,000,  and  (ii)  subordinated  Guarantees  of  such
         Indebtedness  by  Subsidiaries  of the  Parent  pursuant  to the Senior
         Subordinated Debt Documents;

                  (d)  Indebtedness  of Subsidiaries of the Parent to the Parent
         or to  other  Subsidiaries  of the  Parent  (other  than  a  Subsidiary
         described in Section 9.08(h) hereof);

                  (e)   Indebtedness  in  an  aggregate   amount  not  exceeding
         $7,000,000  owing by the Parent and/or certain of its  Subsidiaries  to
         Lockheed  Martin  Corporation  pursuant to  agreements  relating to the
         reimbursement for certain environmental costs;

                  (f)  obligations  of the  Parent  and its  Subsidiaries  under
Permitted Receivables Financings;

                  (g)  additional  Indebtedness  of  Subsidiaries  of the Parent
         incurred after the date hereof (including,  without limitation, Capital
         Lease  Obligations  and other  Indebtedness  secured by Liens permitted
         under  Section  9.06(i)  or  9.06(j)  hereof)  up to but not  exceeding
         $5,000,000 in the aggregate at any one time outstanding; and

                  (h)   obligations  in  respect  of  Interest  Rate  Protection
         Agreements  and  Commodity  Hedge  Agreements  (to the  extent the same
         constitute Indebtedness) permitted under Section 9.08(e) hereof.

                  9.08 Investments. The Parent will not, nor will
it permit any of its Subsidiaries  to, make or permit to remain  outstanding any
Investments except:

                  (a) Investments  outstanding on the date hereof and identified
in Part B of Schedule XI hereto;

                  (b)  operating deposit accounts with banks;

                  (c)  Permitted Investments;

                  (d)  Investments by the Parent and Holdings in the Borrowers;

                  (e) (i) over-the-counter  Interest Rate Protection  Agreements
         with one or more of the Lenders  (and/or with a bank or other financial
         institution  having capital,  surplus and undivided profits of at least
         $500,000,000) as to an aggregate  notional  principal amount not at any
         time exceeding $150,000,000; and (ii) Commodity Hedge Agreements to the
         extent permitted under Section 9.18 hereof;

                  (f) loans or advances  made to  employees of the Parent or any
         of  its  Subsidiaries  in  the  ordinary  course  of  business  and  in
         furtherance  of  the  Parent's  business  in an  aggregate  amount  not
         exceeding $4,000,000 at any time outstanding;

                  (g) in  the  event  the  Parent  or  any  of its  Subsidiaries
         maintains any unfunded  deferred  compensation plan (within the meaning
         of Title I of  ERISA),  to the  extent  benefits  under  such  plan are
         defined  by   reference  to  specific   investments,   whether  at  the
         participant's  or  the  beneficiaries'   election  or  otherwise,   any
         Investment in such a specific investment;

                  (h) Investments  not to exceed  $3,000,000 in the aggregate in
         one or more Subsidiaries of the Parent organized solely for the purpose
         of permitting the Parent and its Subsidiaries to self-insure in a usual
         and  customary  manner  consistent  with current  market  practices for
         self-insurance  programs of corporations engaged in the same or similar
         business similarly situated;

                  (i) additional  Investments up to but not exceeding $5,000,000
in the aggregate; and

                  (j) Investments constituting  capitalization of Securitization
         Subsidiaries  consistent with normal practice for  transactions of such
         type.

                  9.09 Dividend Payments.  The Parent will
not, nor will it permit any of its Subsidiaries to, declare or make any Dividend
Payment at any time; provided that the Parent may:

                  (a) declare and make Dividend Payments in cash, subject to the
         satisfaction  of each of the  following  conditions on the date of such
         Dividend Payment and after giving effect thereto:

                  (i) no Default shall have occurred and be continuing and

                           (ii) the aggregate  amount of Dividend  Payments made
                  in the  form of cash  dividends  on the  Capital  Stock of the
                  Parent during the  then-current  fiscal  quarter of the Parent
                  shall not exceed $1,500,000;

                  (b)  make   Stock   Repurchases   in  cash,   subject  to  the
         satisfaction  of each of the  following  conditions on the date of such
         Stock Repurchase and after giving effect thereto:

                  (i) no Default shall have occurred and be continuing; and

                  (ii) the  aggregate  amount  of Stock  Repurchases  shall  not
exceed $8,000,000; and

                                    (iii)  after  giving  effect  to such  Stock
                  Repurchase,  the Pro Forma Leverage Ratio would not exceed the
                  Pro Forma Leverage Ratio Amount as then in effect  (calculated
                  as of  the  end of  the  most  recent  fiscal  quarter  of the
                  Parent); and

                  (c) make Employee Stock  Repurchases  in cash,  subject to the
         satisfaction  of each of the  following  conditions on the date of such
         Employee Stock Repurchase and after giving effect thereto:

                  (i) no Default shall have occurred and be continuing; and

                                    (ii) the  aggregate  amount of all  Employee
                  Stock  Repurchases made after the date hereof shall not exceed
                  $6,000,000.

This  Section  9.09  shall in any event not  prohibit:  (x) the  payment  of any
dividend by the Parent within 60 days after the date of declaration  thereof if,
at such date of  declaration,  such  payment  would  comply  with the  foregoing
paragraph;  (y) the  redemption  of any Stock  Purchase  Rights issued under the
Stockholder Protection Rights Agreement; and (z) the payment of dividends by any
Subsidiary of the Parent to the Parent or to any other Subsidiary of the Parent.

                  9.10  Certain Financial Covenants.

                  (a)  Leverage  Ratio.  The  Parent  will not  permit the Total
Leverage Ratio to exceed the following  respective ratios at any time during the
following respective periods:

                  Period                                         Ratio

         From and including
           the Restatement Effective Date
           to and including
           December 30, 1998                                  3.50 to 1.00

         From and including
           December 31, 1998
             to and including
           December 30, 1999                                  3.25 to 1.00

         From and including
           December 31, 1999
           to and including
           December 30, 2000                                  3.00 to 1.00

         From and including
           December 31, 2000
           to and including
           December 30, 2001                                  2.75 to 1.00

         From December 31, 2001
           and at all times thereafter                        2.50 to 1.00

                  (b)  Interest Coverage Ratio.

                  The Parent will not permit the Total  Interest  Coverage Ratio
to be less than the following respective ratios at any time during the following
respective periods:

                  Period                                        Ratio

         From the Restatement Effective Date
           through December 30, 1998                          2.00 to 1.00

         From December 31, 1998
           through December 30, 1999                          3.00 to 1.00

         From December 31, 1999
           through December 30, 2000                          3.50 to 1.00

         From December 31, 2000
           and at all times thereafter                        4.00 to 1.00

                  (c) Fixed Charges Ratio.  The Parent will not permit the Fixed
Charges Ratio to be less than the following respective ratios at any time during
the following respective periods:

                  Period                                         Ratio

         From the Restatement Effective Date
           through December 30, 1998                          1.10 to 1.00

         From December 31, 1998 through
           December 30, 1999                                  1.20 to 1.00

         From December 31, 1999
           and at all times thereafter                        1.25 to 1.00

                  9.11 Capital Expenditures.  The Parent
will not  permit  the  aggregate  amount of  Capital  Expenditures  (other  than
Permitted  Reinvestment Capital Expenditures) by the Parent and its Subsidiaries
to exceed $38,000,000 for any fiscal year of the Parent. If the aggregate amount
of Capital  Expenditures for any period set forth in the schedule above shall be
less than the amount set forth opposite such period in the schedule above,  then
the shortfall shall be added to the amount of Capital Expenditures permitted for
the immediately  succeeding (but not any other) period and, for purposes hereof,
the amount of Capital  Expenditures  made  during any period  shall be deemed to
have been made first from the permitted  amount for such period set forth in the
schedule  above and last  from the  amount of any  carryover  from any  previous
period.

                  9.12 Subordinated  Indebtedness.
The Parent will not, nor will it permit any of its  Subsidiaries  to,  purchase,
redeem,  retire or  otherwise  acquire  for value,  or set apart any money for a
sinking,  defeasance  or  other  analogous  fund for the  purchase,  redemption,
retirement or other  acquisition of, or make any voluntary payment or prepayment
of the principal of or interest on, or any other amount owing in respect of, any
Subordinated   Indebtedness,   except  for  regularly   scheduled   payments  or
prepayments of principal and interest in respect  thereof  required  pursuant to
the instruments evidencing such Subordinated  Indebtedness and not prohibited by
the subordination provisions thereof; provided that the Parent may repurchase or
redeem  Subordinated  Indebtedness  subject to the  satisfaction  of each of the
following  conditions on the date such Subordinated  Indebtedness is repurchased
or redeemed and after giving effect thereto:

                  (a)  no Default shall have occurred and be continuing;

                  (b)   the   aggregate   principal   amount   of   Subordinated
         Indebtedness so repurchased or redeemed after the date hereof shall not
         exceed $10,000,000; and

                  (c) after giving effect to such repurchase or redemption,  the
         Pro Forma  Leverage Ratio would not exceed the Pro Forma Leverage Ratio
         Amount as then in effect  (calculated  as of the end of the most recent
         fiscal quarter of the Parent).

                  9.13 Lines of Business.  The Parent will
not, nor will it permit any of its  Subsidiaries  to, engage to any  substantial
extent  in any  line or lines  of  business  activity  other  than the  Aluminum
Business.

                  9.14   Transactions  with   Affiliates.
Except as expressly  permitted by this  Agreement,  the Parent will
not, nor will it permit any of its Subsidiaries to, directly or indirectly:

                  (a)  make any Investment in an Affiliate;

                  (b) transfer,  sell, lease, assign or otherwise dispose of any
Property to an Affiliate;

                  (c) merge  into or  consolidate  with or  purchase  or acquire
Property from an Affiliate; or

                  (d) enter into any other  transaction  directly or  indirectly
         with or for the benefit of an Affiliate (including, without limitation,
         Guarantees and assumptions of obligations of an Affiliate);

provided that (i) any  Affiliate  who is an individual  may serve as a director,
officer  or  employee  of the  Parent  or any of its  Subsidiaries  and  receive
reasonable  compensation  for his or her  services  in such  capacity,  (ii) the
Parent and its Subsidiaries may enter into  transactions  (other than extensions
of credit by the Parent or any of its  Subsidiaries  to an Affiliate)  providing
for the  leasing of  Property,  the  rendering  or receipt  of  services  or the
purchase  or sale of  inventory  and other  Property in the  ordinary  course of
business if the monetary or business  consideration  arising  therefrom would be
substantially as advantageous to the Parent and its Subsidiaries as the monetary
or business  consideration that would obtain in a comparable  transaction with a
Person not an Affiliate and (iii)  transactions  in connection  with a Permitted
Receivables Financing are not prohibited by this Section 9.14.

                  9.15 Use of Proceeds.  On the  Restatement
Effective  Date, the Revolving  Credit Loans will be used as provided in Section
2.01 hereof.  The Borrowers will use the proceeds of the Revolving Credit Loans,
after the  Restatement  Effective  Date, to finance the ongoing  working capital
requirements  and other  general  corporate  purposes of the Borrowers and their
respective  Subsidiaries   (including,   without  limitation,   to  finance  any
acquisition  permitted under Section 9.05(b)(v) hereof).  The Borrowers will use
the proceeds of the Loans in compliance with all applicable legal and regulatory
requirements,  including, without limitation,  Regulations G, T, U and X and the
Securities  Act of  1933  and  the  Securities  Exchange  Act of  1934  and  the
regulations  thereunder;  provided that neither the Administrative Agent nor any
Lender shall have any responsibility as to the use of any of such proceeds.

                  9.16  Certain Obligations Respecting Subsidiaries.

                  (a) Subsidiary Guarantors. In the event that the Parent or any
of its  Subsidiaries  shall form or acquire  any new  Subsidiary  (other  than a
Securitization   Subsidiary)  that  the  Parent  or  the  respective  Subsidiary
anticipates  will not be an  Immaterial  Subsidiary  (or,  in the event that any
Immaterial Subsidiary (other than a Securitization Subsidiary) shall cease to be
an Immaterial  Subsidiary),  the Parent will cause such new  Subsidiary (or such
Immaterial  Subsidiary  that ceases to be an Immaterial  Subsidiary) to become a
"Subsidiary  Guarantor"  and/or  a  "Guarantor"  (and,  thereby,  an  "Obligor")
hereunder,  and to pledge and grant a security interest in its Property pursuant
to the  Security  Documents to the  Administrative  Agent for the benefit of the
Lenders,  pursuant to a written instrument in form and substance satisfactory to
the  Administrative  Agent  and to  deliver  such  proof  of  corporate  action,
incumbency of officers, opinions of counsel and other documents as is consistent
with those delivered by each "Obligor" pursuant to Section 7.01 hereof or as the
Administrative Agent shall have requested.

                  (b) Ownership of Subsidiaries. The Parent will, and will cause
each of its  Subsidiaries  to,  take such  action  from time to time as shall be
necessary to ensure that each of its Subsidiaries is a Wholly Owned  Subsidiary.
In the  event  that any  additional  shares  of stock  shall  be  issued  by any
Subsidiary,   the  respective   Obligor  agrees  forthwith  to  deliver  to  the
Administrative  Agent  pursuant  to  the  Security  Documents  the  certificates
evidencing such shares of stock, accompanied by undated stock powers executed in
blank and to take such other action as the Administrative Agent shall request to
perfect  the  security   interest  created  therein  pursuant  to  the  Security
Documents.

                  (c) Certain  Restrictions.  Other than  pursuant to the Senior
Subordinated  Debt  Documents or in connection  with  transactions  related to a
Permitted  Receivables  Financing,  the  Obligors  will not  permit any of their
respective  Subsidiaries  to enter into,  after the date hereof,  any indenture,
agreement,  instrument  or  other  arrangement  that,  directly  or  indirectly,
prohibits or restrains,  or has the effect of  prohibiting  or  restraining,  or
imposes  materially  adverse  conditions  upon,  the  incurrence  or  payment of
Indebtedness,  the granting of Liens,  the  declaration or payment of dividends,
the making of loans, advances or Investments or the sale,  assignment,  transfer
or other disposition of Property.

                  9.17  Modifications of Certain Documents.

                  (a) No Obligor will consent to any modification, supplement or
waiver of any of the provisions of the Senior Subordinated Debt Documents or any
other documents providing for or relating to Subordinated Indebtedness,  without
the prior approval of the Majority Lenders.

                  (b) No Obligor  will take any  action to modify or  supplement
its articles of  incorporation  or the articles of  incorporation  of any of its
Subsidiaries,  other  than  modifications  that  do  not  adversely  affect  the
interests of the Lenders, without the prior approval of the Majority Lenders.

                  9.18  Commodity  Hedging   Activities.
The Parent shall not, and shall not permit any of its  Subsidiaries
to, enter into any commodity futures contract, commodity option or other similar
agreement or arrangement  (collectively,  "Commodity Hedge Agreements"),  except
the Parent and its  Subsidiaries  may enter into Hedge  Agreements  designed  to
protect the Parent and its  Subsidiaries  against  fluctuations  in the price of
aluminum and  commodities  used in the Aluminum  Business and prices  associated
with customer forward sales contracts and purchase  commitments,  so long as the
same (a) is consistent with the relevant Obligor's past practice or then-current
industry  practice in the markets in which such  Obligor  operates and (b) is in
accordance with the Parent's "Price Risk Program: Briefing Summary", as the same
may be amended from time to time.

                  9.19  After-Acquired   Real  Estate.
If any  Obligor  or any of its  Subsidiaries  shall  acquire  any  real
property,  or shall lease any real property that is material to the operation of
its business,  after the date hereof, other than any real property encumbered by
Liens permitted by Section 9.06(i) hereof,  such Obligor or such Subsidiary,  as
the case may be, shall promptly execute a Mortgage  covering such real property,
together  with  such  surveys,   title  insurance   policies  and  endorsements,
certificates  of occupancy  and such other  agreements,  estoppels  and consents
(including agreements with lessors) as the Administrative Agent may request, and
shall  deliver  opinions of local  counsel and other  documents as is consistent
with those  delivered with respect to each Mortgage  pursuant to Section 7.01(m)
of the  Original  Credit  Agreement  or as the  Administrative  Agent shall have
requested.

                  9.20  Activities of the Parent and Holdings. 
                        -------------------------------------  
                  (a) The Parent (i) will at all times own,  beneficially and of
record,  all of the issued and outstanding  Capital Stock of Holdings  (provided
that this  Section  9.20(a)(i)  shall not  prohibit  any  transaction  expressly
permitted  under Section 9.05 hereof),  (ii) will own no other  Property  (other
than cash and Permitted  Investments,  other Property incidental to its business
as a holding company and Capital Stock of its Subsidiaries),  (iii) will have no
Indebtedness  (other than Indebtedness  hereunder and Indebtedness in respect of
Subordinated  Indebtedness  permitted under Section 9.07 hereof), (iv) will have
no operations other than de minimis  operations  incidental to its business as a
holding  company  and (v) in  furtherance  of the  foregoing  will  not make any
expenditures  or incur any  liabilities  other  than those  consistent  with and
reasonably   necessary  in  the  conduct  of  the  business  of  the  Parent  as
contemplated by this Section 9.20(a).

                  (b)  Holdings (i) will at all times own,  beneficially  and of
record,  all of the  issued  and  outstanding  Capital  Stock of each of CAC and
Alflex (provided that this Section 9.20(b)(i) shall not prohibit any transaction
expressly permitted under Section 9.05 hereof),  (ii) will own no other Property
(other than cash and Permitted  Investments,  other  Property  incidental to its
business as a holding company and Capital Stock of its Subsidiaries), (iii) will
have no  Indebtedness  (other than  Indebtedness  hereunder and  Indebtedness in
respect of Subordinated  Indebtedness permitted under Section 9.07 hereof), (iv)
will have no  operations  other than de  minimis  operations  incidental  to its
business as a holding  company and (v) in  furtherance of the foregoing will not
make any expenditures or incur any liabilities  other than those consistent with
and  reasonably  necessary  in  the  conduct  of the  business  of  Holdings  as
contemplated by this Section 9.20(b).


                  Section 10. Events of Default. If one or more of the following
events  (herein  called  "Events  of  Default")  shall  occur  and at all  times
thereafter be continuing:

                  (a) Any  Obligor  shall:  (i)  default  in the  payment of any
         principal of any Loan or any Reimbursement Obligation when due (whether
         at stated  maturity or at  mandatory or optional  prepayment);  or (ii)
         default in the  payment  of any  interest  on any Loan,  any fee or any
         other amount payable by it hereunder or under any other Credit Document
         when due and such default shall have continued  unremedied for three or
         more days; or

                  (b) The Parent or any of its Subsidiaries (herein collectively
         called the "Relevant Parties") shall default in the payment when due of
         any principal of or interest on any of its other Indebtedness  having a
         principal amount in of $1,000,000 or more individually or $2,000,000 or
         more for all Relevant Parties and their  Subsidiaries in the aggregate;
         or any event  specified  in any  note,  agreement,  indenture  or other
         document evidencing or relating to any such Indebtedness shall occur if
         the effect of such event is to cause, or (with the giving of any notice
         or the lapse of time or both) to permit  the  holder or holders of such
         Indebtedness  (or a  trustee  or  agent on  behalf  of such  holder  or
         holders) to cause, such Indebtedness to become due, or to be prepaid in
         full (whether by redemption, purchase, offer to purchase or otherwise),
         prior to its stated maturity or to have the interest rate thereon reset
         to a level so that securities  evidencing such Indebtedness  trade at a
         level  specified in relation to the par value thereof;  or any Relevant
         Party shall default in the payment when due of any individual amount of
         $1,000,000 or more (or of amounts aggregating $2,000,000 or more) under
         any Interest Rate Protection  Agreement;  or any event specified in any
         Interest Rate  Protection  Agreement  shall occur if the effect of such
         event is to cause,  or (with the  giving of any  notice or the lapse of
         time or both) to permit,  any  individual  termination  or  liquidation
         payment  in an  amount of  $1,000,000  or more (or any  termination  or
         liquidation payments aggregating $2,000,000 or more) to become due; or

                  (c) Any  representation,  warranty  or  certification  made or
         deemed  made  herein  or in  any  other  Credit  Document  (or  in  any
         modification  or  supplement  hereto or thereto)  by any Obligor  party
         thereto,   or  any   certificate   furnished   to  any  Lender  or  the
         Administrative  Agent  pursuant  to the  provisions  hereof or thereof,
         shall  prove to have been  false or  misleading  as of the time made or
         furnished in any material respect; or

                  (d) The Parent or any of the other  Obligors  (as  applicable)
         shall default in the performance of any of its obligations under any of
         Sections 9.01(f), 9.05, 9.06, 9.07, 9.08, 9.09, 9.10, 9.11, 9.12, 9.14,
         9.16(b),  9.17, 9.19 or 9.20 hereof or any Obligor shall default in the
         performance of any of its obligations under Section 4.02 or 5.02 of the
         Pledge and Security  Agreement,  or any provisions of any Mortgage;  or
         any  Obligor  shall  default  in the  performance  of any of its  other
         obligations  in this  Agreement or any other  Credit  Document and such
         default shall  continue  unremedied for a period of thirty or more days
         after notice thereof to the Parent by the  Administrative  Agent or any
         Lender (through the Administrative Agent); or

                  (e) Any  Relevant  Party shall admit in writing its  inability
         to, or be generally  unable to, pay its debts as such debts become due;
         or

                  (f) Any  Relevant  Party shall (i) apply for or consent to the
         appointment of, or the taking of possession by, a receiver,  custodian,
         trustee,  examiner or  liquidator  of itself or of all or a substantial
         part of its Property, (ii) make a general assignment for the benefit of
         its  creditors,  (iii)  commence a voluntary  case under the Bankruptcy
         Code,  (iv) file a petition  seeking to take advantage of any other law
         relating  to  bankruptcy,  insolvency,   reorganization,   liquidation,
         dissolution,  arrangement or winding-up, or composition or readjustment
         of debts, (v) fail to controvert in a timely and appropriate manner, or
         acquiesce  in  writing  to,  any  petition   filed  against  it  in  an
         involuntary  case under the Bankruptcy  Code or (vi) take any corporate
         action for the purpose of effecting any of the foregoing; or

                  (g) A  proceeding  or case  shall be  commenced,  without  the
         application or consent of the affected  Relevant Party, in any court of
         competent  jurisdiction,  seeking (i) its reorganization,  liquidation,
         dissolution,   arrangement  or  winding-up,   or  the   composition  or
         readjustment  of  its  debts,  (ii)  the  appointment  of  a  receiver,
         custodian,  trustee, examiner,  liquidator or the like of such Relevant
         Party  or of all or any  substantial  part  of its  Property  or  (iii)
         similar relief in respect of such Relevant Party under any law relating
         to bankruptcy, insolvency,  reorganization,  winding-up, or composition
         or adjustment  of debts,  and such  proceeding  or case shall  continue
         undismissed,  or an order, judgment or decree approving or ordering any
         of the foregoing shall be entered and continue  unstayed and in effect,
         for a period of 60 or more  days;  or an order for relief  against  any
         Relevant  Party  shall be  entered  in an  involuntary  case  under the
         Bankruptcy Code; or

                  (h) A final  judgment or judgments for the payment of money of
         $250,000 or more in the aggregate  (exclusive of judgment amounts fully
         covered by  insurance  where the  insurer  has  admitted  liability  in
         respect  of such  judgment)  or of  $500,000  or more in the  aggregate
         (regardless  of  insurance  coverage)  shall be rendered by one or more
         courts,  administrative  tribunals or other bodies having  jurisdiction
         against any  Relevant  Party and the same shall not be paid  discharged
         (or provision  shall not be made for such payment or  discharge),  or a
         stay of execution  thereof  shall not be procured,  within 30 days from
         the date of entry  thereof and such  Relevant  Party shall not,  within
         said period of 30 days, or such longer period during which execution of
         the same  shall  have  been  stayed,  appeal  therefrom  and  cause the
         execution thereof to be stayed during such appeal; or

                  (i) An event or condition  specified in Section 9.01(e) hereof
         shall  occur or exist with  respect to any Plan or  Multiemployer  Plan
         and, as a result of such event or  condition,  together  with all other
         such  events or  conditions  specified  in said  Section  9.01(e),  any
         Obligor or any ERISA  Affiliate  shall  incur or in the  opinion of the
         Majority  Lenders shall be reasonably  likely to incur a liability to a
         Plan,  a  Multiemployer  Plan or the  PBGC (or any  combination  of the
         foregoing)  that,  in the  reasonable  determination  of  the  Majority
         Lenders,  could reasonably be expected  (either  individually or in the
         aggregate) to have a Material Adverse Effect; or

                  (j) There shall have been  asserted  against the Parent or any
         of its  Subsidiaries,  or  any  predecessor  in  interest  thereof,  an
         Environmental  Claim that,  in the judgment of the Majority  Lenders is
         reasonably  likely to be  determined  adversely to the Parent or any of
         its Subsidiaries, and the amount thereof (either individually or in the
         aggregate)  is  reasonably  likely to have a  Material  Adverse  Effect
         (insofar  as  such  amount  is  payable  by  the  Parent  or any of its
         Subsidiaries,   but  after   deducting  any  portion  thereof  that  is
         reasonably  expected to be paid by other  creditworthy  Persons jointly
         and severally  liable  therefor or the amount of funded  reserves which
         have been established  that do not cause, or are not reasonably  likely
         to cause, a breach of any other provision of this Agreement); or

                  (k) The Liens created by the Security  Documents  shall at any
         time not  (other  than by  reason  of the  action  or  inaction  by the
         Administrative  Agent)  constitute  a valid and  perfected  Lien on the
         collateral  intended to be covered thereby (to the extent perfection by
         filing,  registration,  recordation or possession is required herein or
         therein) in favor of the  Administrative  Agent,  free and clear of all
         other Liens (other than Liens  permitted  under  Section 9.06 hereof or
         under the respective Security Documents),  or, except for expiration in
         accordance  with its terms,  any of the  Security  Documents  shall for
         whatever  reason be terminated or cease to be in full force and effect,
         or the enforceability thereof shall be contested by any Obligor; or

                  (l)  a Change of Control shall occur;

THEREUPON:  (1) in the case of an Event of Default other than one referred to in
clause  (f) or (g)  of  this  Section  10  with  respect  to  any  Obligor,  the
Administrative  Agent may, by notice to the Parent,  terminate  the  Commitments
(including the Swingline  Commitment)  and/or declare the principal  amount then
outstanding of, and the accrued  interest on, the Loans (including all Swingline
Loans),  the  Reimbursement  Obligations  and all other  amounts  payable by the
Obligors   hereunder  and  under  the  Notes  and  the  other  Credit  Documents
(including,  without limitation,  any amounts payable under Section 5.05 or 5.06
hereof)  to be  forthwith  due and  payable,  whereupon  such  amounts  shall be
immediately  due and  payable  without  presentment,  demand,  protest  or other
formalities  of any  kind,  all of which  are  hereby  expressly  waived by each
Obligor;  and (2) in the case of the occurrence of an Event of Default  referred
to in clause (f) or (g) of this  Section 10 with  respect  to any  Obligor,  the
Commitments   (including  the  Swingline   Commitment)  shall  automatically  be
terminated  and the  principal  amount  then  outstanding  of,  and the  accrued
interest  on, the Loans  (including  all  Swingline  Loans),  the  Reimbursement
Obligations  and all other amounts  payable by the Obligors  hereunder and under
the Notes and the other Credit Documents  (including,  without  limitation,  any
amounts  payable under Section 5.05 or 5.06 hereof) shall  automatically  become
immediately  due and  payable  without  presentment,  demand,  protest  or other
formalities  of any  kind,  all of which  are  hereby  expressly  waived by each
Obligor.

                  In addition, upon the occurrence and during the continuance of
any Event of Default (if the  Administrative  Agent has declared  the  principal
amount then  outstanding of, and accrued interest on, the Revolving Credit Loans
and all other amounts  payable by the Obligors  hereunder and under the Notes to
be due and payable),  each Revolving  Credit  Borrower  agrees that it shall, if
requested  by the  Administrative  Agent or the  Majority  Lenders  through  the
Administrative  Agent (and,  in the case of any Event of Default  referred to in
clause (f) or (g) of this Section 10 with respect to such  Borrower,  forthwith,
without any demand or the taking of any other action by the Administrative Agent
or such Lenders) provide cover for the Letter of Credit  Liabilities  under such
Borrower's  Revolving  Credit  Facility  by paying to the  Administrative  Agent
immediately  available  funds in an amount equal to the then  aggregate  undrawn
face amount of all Letters of Credit under such  Facility,  which funds shall be
held  by the  Administrative  Agent  in the  Collateral  Account  as  collateral
security in the first instance for the Letter of Credit  Liabilities  under such
Facility and be subject to withdrawal only as therein provided.


                  Section 11.  The Administrative Agent.

                  11.01  Appointment,   Powers  and  Immunities.
Each  Lender  hereby  appoints  and  authorizes  the
Administrative  Agent to act as its agent  hereunder  and under the other Credit
Documents with such powers as are specifically  delegated to the  Administrative
Agent by the terms of this Agreement and of the other Credit Documents, together
with such other powers as are reasonably  incidental thereto. The Administrative
Agent (which term as used in this  sentence  and in Section  11.05 and the first
sentence of Section 11.06 hereof shall include  reference to its  affiliates and
its own and its affiliates' officers, directors, employees and agents):

                  (a)  shall  have no duties or  responsibilities  except  those
         expressly  set  forth  in  this  Agreement  and  in  the  other  Credit
         Documents,  and  shall not by  reason  of this  Agreement  or any other
         Credit Document be a trustee for any Lender;

                  (b) shall not be  responsible to the Lenders for any recitals,
         statements,  representations or warranties  contained in this Agreement
         or in any  other  Credit  Document,  or in  any  certificate  or  other
         document  referred  to or  provided  for in, or received by any of them
         under,  this Agreement or any other Credit Document,  or for the value,
         validity, effectiveness,  genuineness, enforceability or sufficiency of
         this  Agreement,  any Note or any other  Credit  Document  or any other
         document  referred  to or  provided  for  herein or  therein or for any
         failure  by the  Parent  or any  other  Person  to  perform  any of its
         obligations hereunder or thereunder;


                  (c) shall not,  except to the extent  expressly  instructed by
         the  Majority  Lenders with respect to  collateral  security  under the
         Security  Documents,  be required to initiate or conduct any litigation
         or collection proceedings hereunder or under any other Credit Document;
         and

                  (d) shall not be  responsible  for any action taken or omitted
         to be taken by it hereunder or under any other Credit Document or under
         any other document or instrument  referred to or provided for herein or
         therein or in  connection  herewith  or  therewith,  except for its own
         gross negligence or willful misconduct.

The Administrative Agent may employ agents and  attorneys-in-fact  and shall not
be  responsible  for  the  negligence  or  misconduct  of  any  such  agents  or
attorneys-in-fact  selected by it in good faith.  The  Administrative  Agent may
deem and treat the payee of a Note as the holder thereof for all purposes hereof
unless and until a notice of the assignment or transfer  thereof shall have been
filed with the Administrative  Agent, together with the consent of the Parent to
such assignment or transfer (to the extent required by Section 12.06(b) hereof).
PNC Bank, National  Association is named herein as Documentation Agent but shall
not be a party hereto and shall have no obligation in such capacity.

                  11.02  Reliance  by   Administrative   Agent.
The  Administrative  Agent shall be entitled to rely upon
any certification, notice or other communication (including, without limitation,
any thereof by telephone, telecopy, telegram or cable) reasonably believed by it
to be genuine and correct and to have been signed or sent by or on behalf of the
proper  Person or Persons,  and upon  advice and  statements  of legal  counsel,
independent  accountants and other experts selected by the Administrative Agent.
As to any matters not  expressly  provided  for by this  Agreement  or any other
Credit Document,  the Administrative Agent shall in all cases be fully protected
in acting,  or in refraining from acting,  hereunder or thereunder in accordance
with  instructions  given by the  Majority  Lenders or, if provided  herein,  in
accordance with the  instructions  given by all of the Lenders as is required in
such circumstance, and such instructions of such Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.

                  11.03 Defaults. The Administrative Agent shall not
be deemed to have  knowledge or notice of the occurrence of a Default unless the
Administrative  Agent has received notice from a Lender or the Parent specifying
such Default and stating that such notice is a "Notice of Default". In the event
that the  Administrative  Agent  receives  such a notice of the  occurrence of a
Default,  the  Administrative  Agent  shall give  prompt  notice  thereof to the
Lenders.  The Administrative  Agent shall (subject to Section 11.07 hereof) take
such action with  respect to such  Default as shall be directed by the  Majority
Lenders,  provided that,  unless and until the  Administrative  Agent shall have
received  such  directions,  the  Administrative  Agent  may (but  shall  not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem  advisable in the best  interest of the Lenders
except to the extent that this Agreement  expressly requires that such action be
taken, or not be taken,  only with the consent or upon the  authorization of the
Majority Lenders or all of the Lenders.

                  11.04 Rights as a Lender.  With respect
to its Commitments  and the Loans made by it, NatWest (and any successor  acting
as  Administrative  Agent) in its capacity as a Lender  hereunder shall have the
same rights and powers  hereunder  as any other Lender and may exercise the same
as though it were not acting as the Administrative  Agent, and the term "Lender"
or  "Lenders"  shall,  unless  the  context  otherwise  indicates,  include  the
Administrative  Agent in its  individual  capacity.  NatWest (and any  successor
acting as  Administrative  Agent)  and its  affiliates  may  (without  having to
account  therefor  to any  Lender)  accept  deposits  from,  lend money to, make
investments  in and  generally  engage  in any kind of  banking,  trust or other
business with the Obligors (and any of their  Subsidiaries  or Affiliates) as if
it were not  acting  as the  Administrative  Agent,  and  NatWest  (and any such
successor) and its affiliates may accept fees and other  consideration  from the
Obligors for services in  connection  with this  Agreement or otherwise  without
having to account for the same to the Lenders.

                  11.05 Indemnification. The Lenders agree to
indemnify the  Administrative  Agent (to the extent not reimbursed under Section
12.03  hereof,  but without  limiting the  obligations  of the Parent under said
Section 12.03) ratably in accordance with the aggregate  principal amount of the
Loans and  Reimbursement  Obligations  held by the  Lenders  (or, if no Loans or
Reimbursement  Obligations  are at the time  outstanding,  ratably in accordance
with their respective Notes), for any and all liabilities,  obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any  kind and  nature  whatsoever  that may be  imposed  on,  incurred  by or
asserted against the Administrative  Agent (including by any Lender) arising out
of or by reason of any investigation in or in any way relating to or arising out
of  this  Agreement  or  any  other  Credit  Document  or  any  other  documents
contemplated   by  or  referred  to  herein  or  therein  or  the   transactions
contemplated  hereby or thereby (including,  without  limitation,  the costs and
expenses that the Borrowers are obligated to pay under Section 12.03 hereof, but
excluding,   unless  a  Default  has   occurred   and  is   continuing,   normal
administrative  costs and  expenses  incident to the  performance  of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing  to the  extent  they  arise  from the  gross  negligence  or  willful
misconduct of the party to be indemnified.

                  11.06   Non-Reliance   on   Administrative   Agent  and  Other
Lenders. Each Lender
agrees that it has,  independently  and without  reliance on the  Administrative
Agent or any other Lender, and based on such documents and information as it has
deemed  appropriate,  made  its  own  credit  analysis  of the  Parent  and  its
Subsidiaries  and made its own decision to enter into this Agreement and that it
will,  independently and without reliance upon the  Administrative  Agent or any
other  Lender,  and based on such  documents  and  information  as it shall deem
appropriate  at the time,  continue to make its own  analysis  and  decisions in
taking or not taking  action  under  this  Agreement  or under any other  Credit
Document. The Administrative Agent shall not be required to keep itself informed
as to the  performance  or observance by any Obligor of this Agreement or any of
the other  Credit  Documents or any other  document  referred to or provided for
herein or therein or to inspect the  Properties or books of the Parent or any of
its  Subsidiaries.   Except  for  notices,   reports  and  other  documents  and
information   expressly   required  to  be  furnished  to  the  Lenders  by  the
Administrative   Agent   hereunder   or  under  the  Security   Documents,   the
Administrative  Agent shall not have any duty or  responsibility  to provide any
Lender with any credit or other  information  concerning the affairs,  financial
condition or business of the Parent or any of its  Subsidiaries (or any of their
affiliates) that may come into the possession of the Administrative Agent or any
of its affiliates.

                  11.07  Failure  to Act.  Except for action
expressly  required of the  Administrative  Agent  hereunder and under the other
Credit Documents, the Administrative Agent shall in all cases be fully justified
in failing or refusing to act hereunder and  thereunder  unless it shall receive
further assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 11.05 hereof against any and all liability and expense
that may be  incurred by it by reason of taking or  continuing  to take any such
action.

                  11.08  Resignation  or  Removal  of  Administrative   Agent.
Subject to the appointment and
acceptance  of  a  successor   Administrative   Agent  as  provided  below,  the
Administrative  Agent may  resign at any time by giving  notice  thereof  to the
Lenders and the Parent and the Borrowers,  and the  Administrative  Agent may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal,  the Majority  Lenders shall have the right to appoint a
successor  Administrative Agent. If no successor Administrative Agent shall have
been  so  appointed  by the  Majority  Lenders  and  shall  have  accepted  such
appointment within 30 days after the retiring  Administrative  Agent's giving of
notice  of  resignation  or  the  Majority  Lenders'  removal  of  the  retiring
Administrative  Agent, then the retiring  Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, that shall be a bank that
has an office in New York,  New York with a combined  capital  and surplus of at
least  $500,000,000.  Upon the acceptance of any  appointment as  Administrative
Agent   hereunder  by  a  successor   Administrative   Agent,   such   successor
Administrative  Agent shall thereupon  succeed to and become vested with all the
rights, powers,  privileges and duties of the retiring Administrative Agent, and
the  retiring  Administrative  Agent  shall be  discharged  from its  duties and
obligations hereunder.  After any retiring Administrative Agent's resignation or
removal  hereunder as  Administrative  Agent,  the provisions of this Section 11
shall  continue  in effect for its  benefit in respect of any  actions  taken or
omitted to be taken by it while it was acting as the Administrative Agent.

                  11.09 Consents under Other Credit Documents.
Except as otherwise  provided in Section  12.04 hereof
with respect to this  Agreement,  the  Administrative  Agent may, with the prior
consent  of  the  Majority   Lenders  (but  not   otherwise),   consent  to  any
modification,  supplement or waiver under any of the Credit Documents,  provided
that, without the prior consent of each Lender,  the Administrative  Agent shall
not  (except  as  provided  herein or in the  Security  Documents)  release  any
collateral or otherwise terminate any Lien under any Security Document providing
for collateral security,  agree to additional  obligations being secured by such
collateral  security (unless the Lien for such additional  obligations  shall be
junior to the Lien in favor of the other  obligations  secured by such  Security
Document,  in which  event the  Administrative  Agent may consent to such junior
Lien  provided  that it obtains the consent of the  Majority  Lenders  thereto),
alter the relative priorities of the obligations entitled to the benefits of the
Liens  created under the Security  Documents or release any guarantor  under any
Security Document from its guarantee obligations thereunder, except that no such
consent shall be required, and the Administrative Agent is hereby authorized, to
release any Lien covering  Property (and to release any such  guarantor) that is
the subject of either a disposition of Property permitted hereunder  (including,
without  limitation,  dispositions of Receivables and Related Assets pursuant to
Permitted Receivables Financings) or a disposition to which the Majority Lenders
have consented.

                  11.10 Collateral  Sub-Agents.  Each
Lender by its execution and delivery of this Agreement  agrees,  as contemplated
by Section  4.03 of the Pledge and  Security  Agreement,  that,  in the event it
shall  hold any  Permitted  Investments  referred  to  therein,  such  Permitted
Investments shall be held in the name and under the control of such Lender,  and
such Lender shall hold such Permitted  Investments as a collateral sub-agent for
the  Administrative  Agent  thereunder.  The  Obligors  by their  execution  and
delivery of this Agreement hereby consent to the foregoing.


                  Section 12.  Miscellaneous.

                  12.01  Waiver. No  failure  on  the  part  of  the
Administrative  Agent or any Lender to exercise and no delay in exercising,  and
no course of dealing with respect to, any right,  power or privilege  under this
Agreement or any Note shall operate as a waiver thereof, nor shall any single or
partial  exercise of any right,  power or privilege  under this Agreement or any
Note preclude any other or further exercise thereof or the exercise of any other
right,  power or privilege.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

                  12.02  Notices. All  notices,  requests and other
communications  provided for herein and under the Security Documents (including,
without  limitation,  any  modifications  of, or  waivers,  requests or consents
under,  this Agreement)  shall be given or made in writing  (including,  without
limitation, by telecopy) delivered to the intended recipient:

                  (a) in the case of each of the  Obligors,  at the "Address for
         Notices"  specified below the name of the Parent on the signature pages
         hereof;

                  (b) in the case of the  Administrative  Agent, at the "Address
         for Notices"  specified below the name of the  Administrative  Agent on
         the signature pages hereof; and

                  (c) in the case of any Lender,  at its  address  (or  telecopy
         number) set forth in its Administrative Questionnaire;

or, as to any party,  at such other address as shall be designated by such party
in a notice to each other party. Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when transmitted
by telecopier or personally  delivered or, in the case of a mailed notice,  upon
receipt, in each case given or addressed as aforesaid.

                  12.03  Expenses,  Etc. The Parent and the
Borrowers  agree jointly and  severally to pay or reimburse  each of the Lenders
and the  Administrative  Agent for: (a) all reasonable  out-of-pocket  costs and
expenses  of  the  Administrative  Agent  (including,  without  limitation,  the
reasonable  fees and expenses of Milbank,  Tweed,  Hadley & McCloy,  special New
York counsel to NatWest) in connection  with (i) the  negotiation,  preparation,
execution and delivery of this Agreement and the other Credit  Documents and the
extension of credit  hereunder and (ii) the  negotiation  or  preparation of any
modification,  supplement or waiver of any of the terms of this Agreement or any
of the other Credit Documents  (whether or not consummated);  (b) all reasonable
out-of-pocket  costs and  expenses of the Lenders and the  Administrative  Agent
(including,  without  limitation,  the  reasonable  fees and  expenses  of legal
counsel) in connection  with (i) any Default and any  enforcement  or collection
proceedings resulting therefrom,  including,  without limitation,  all manner of
participation  in  or  other   involvement  with  (x)  bankruptcy,   insolvency,
receivership,  foreclosure,  winding up or liquidation proceedings, (y) judicial
or regulatory  proceedings and (z) workout,  restructuring or other negotiations
or  proceedings  (whether  or not  the  workout,  restructuring  or  transaction
contemplated  thereby is  consummated)  and (ii) the enforcement of this Section
12.03; (c) all transfer,  stamp, documentary or other similar taxes, assessments
or charges levied by any  governmental  or revenue  authority in respect of this
Agreement or any of the other Credit Documents or any other document referred to
herein or therein and all costs, expenses,  taxes, assessments and other charges
incurred in connection with any filing, registration, recording or perfection of
any  security  interest  contemplated  by any  Security  Document  or any  other
document referred to therein;  and (d) all costs,  expenses and other charges in
respect of title insurance  procured with respect to the Liens created  pursuant
to the Mortgages.

                  The  Parent  and  the  Borrowers   hereby  agree  jointly  and
severally  to  indemnify  the  Administrative  Agent and each  Lender  and their
respective directors,  officers, employees,  attorneys and agents from, and hold
each of them harmless against, any and all losses, liabilities,  claims, damages
or expenses incurred by any of them (including,  without limitation, any and all
losses, liabilities,  claims, damages or expenses incurred by the Administrative
Agent to any Lender,  whether or not the Administrative Agent or any Lender is a
party thereto) arising out of or by reason of any investigation or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings)  relating to the  extensions  of credit  hereunder or any actual or
proposed use by the Obligors of any of its  Subsidiaries  of the proceeds of any
of the  extensions  of credit  hereunder,  including,  without  limitation,  the
reasonable  fees and  disbursements  of counsel  incurred in connection with any
such  investigation  or litigation or other  proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the gross
negligence  or  willful  misconduct  of the  Person  to be  indemnified  or such
Person's directors,  officers, employees, attorneys or agents). Without limiting
the  generality  of the  foregoing,  the Parent and the  Borrowers  jointly  and
severally will indemnify the Administrative Agent and each Lender from, and hold
the  Administrative   Agent  and  each  Lender  harmless  against,  any  losses,
liabilities,  claims,  damages or expenses  described in the preceding  sentence
(including  any Lien filed against any Property  covered by the Mortgages or any
part of the Mortgage Estate thereunder in favor of any governmental  entity, but
excluding,  as provided in the preceding sentence,  any loss, liability,  claim,
damage  or  expense  incurred  by  reason of the  gross  negligence  or  willful
misconduct of the Person to be indemnified)  arising under any Environmental Law
as a result of the past,  present or future  operations  of the Parent or any of
its  Subsidiaries  (or any  predecessor  in interest to the Parent or any of its
Subsidiaries),  or the past, present or future condition of any site or facility
owned,  operated or leased at any time by the Parent or any of its  Subsidiaries
(or any such predecessor in interest),  or any Release or threatened  Release of
any Hazardous Materials at or from any such site or facility, excluding any such
Release or  threatened  Release  that  shall  occur  during any period  when the
Administrative  Agent or any Lender shall be in  possession  of any such site or
facility following the exercise by the Administrative Agent or any Lender of any
of its rights and remedies hereunder or under any of the Security Documents, but
including any such Release or threatened  Release  occurring  during such period
that is a continuation  of conditions  previously in existence,  or of practices
employed by the Parent and its Subsidiaries, at such site or facility.

                  12.04 Amendments, Etc. Except as otherwise
expressly  provided in this  Agreement,  any provision of this  Agreement may be
modified  or  supplemented  only after  written  notice to all Lenders and by an
instrument  in writing  signed by the Parent,  the  Borrowers  and the  Majority
Lenders,  or by the Parent,  the Borrowers and the  Administrative  Agent acting
with the consent of the Majority  Lenders,  and any provision of this  Agreement
may be waived after written notice to all Lenders by the Majority  Lenders or by
the  Administrative  Agent  acting  with the  consent of the  Majority  Lenders;
provided that:

                  (a) no modification,  supplement or waiver shall, unless by an
         instrument signed by all of the Lenders or by the Administrative  Agent
         acting with the consent of all of the Lenders: (i) increase,  or extend
         the term of any of the  Commitments,  or  extend  the time or waive any
         requirement  for the scheduled  reduction or  termination of any of the
         Commitments,  (ii) extend the date fixed for the  scheduled  payment of
         principal of or interest on any Loan, the Reimbursement  Obligations or
         any fee  hereunder,  (iii)  reduce  the  amount of any such  payment of
         principal, (iv) reduce the rate at which interest is payable thereon or
         any fee is payable  hereunder,  (v) alter the rights or  obligations of
         the Borrowers to prepay Loans,  (vi) alter the manner in which payments
         or prepayments of principal,  interest or other amounts hereunder shall
         be applied  as between  the  Lenders or Types or  Facilities  of Loans,
         (vii)  alter  the  terms  of this  Section  12.04,  (viii)  modify  the
         definition of the term "Majority Lenders" or modify in any other manner
         the  number  or  percentage  of  the  Lenders   required  to  make  any
         determinations or waive any rights hereunder or to modify any provision
         hereof,   (ix)  release  any  Guarantor   from  any  of  its  guarantee
         obligations  under Section 6 hereof, or (x) waive any of the conditions
         precedent set forth in Section 7.01 hereof;

                  (b) any modification,  supplement or waiver of Section 2.01(b)
         hereof shall require the consent of the Swingline Lender;

                  (c) any modification or supplement of Section 11 hereof, or of
         any of the  rights  or duties of the  Administrative  Agent  hereunder,
         shall require the consent of the Administrative Agent; and

                  (d) any  modification  or supplement of Section 6 hereof shall
         require the consent of each Guarantor.

                  12.05 Successors and Assigns. This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and permitted assigns.

                  12.06  Assignments and Participations.

                  (a) No Obligor  may  assign  any of its rights or  obligations
hereunder or under the Notes without the prior consent of all of the Lenders and
the Administrative Agent.

                  (b) Each  Lender may assign any of its Loans,  its Notes,  its
Commitments,  and, if such Lender is a Revolving  Credit  Lender,  its Letter of
Credit  Interest  (but only with the consent of the  Administrative  Agent,  the
Parent and (in the case of a Revolving  Credit  Commitment or a Letter of Credit
Interest) the Issuing  Banks,  such consents not to be  unreasonably  withheld);
provided that:

                  (i) no such consent by the Parent, the Administrative Agent or
         the Issuing  Banks shall be required in the case of any  assignment  to
         another Lender;

                  (ii)  except to the extent  the Parent and the  Administrative
         Agent shall otherwise consent,  any such partial assignment (other than
         to another  Lender) shall be in an amount at least equal to $5,000,000;
         and

                  (iii) each such  assignment  by a Lender of its  Loans,  Note,
         Commitment  or Letter of Credit  Interest  under the  Revolving  Credit
         Facility  shall be made in such manner so that the same  portion of its
         Loans,  Note,  Commitment  and  Letter  of  Credit  Interest  under the
         Revolving Credit Facility are assigned to the respective assignee.

Upon  execution and delivery by the assignee to the Parent,  the  Administrative
Agent and the Issuing Banks of an  instrument in writing  pursuant to which such
assignee agrees to become a "Lender"  hereunder (if not already a Lender) having
the  Commitment(s),  Loans,  and,  if  applicable,  Letter  of  Credit  Interest
specified  in such  instrument,  and upon  consent  thereto by the  Parent,  the
Administrative  Agent and the Issuing Banks to the extent  required  above,  the
assignee shall have, to the extent of such assignment  (unless  provided in such
assignment  with the consent of the  Parent,  the  Administrative  Agent and the
Issuing  Banks),  the  obligations,  rights and  benefits of a Lender  hereunder
holding the Commitment(s),  Loans and, if applicable,  Letter of Credit Interest
(or portions  thereof) assigned to it (in addition to the  Commitment(s),  Loans
and Letter of Credit  Interest,  if any,  theretofore held by such assignee) and
the assigning Lender shall, to the extent of such  assignment,  be released from
the Commitment(s) (or portion(s) thereof) so assigned. Upon each such assignment
(but excluding,  in any event,  the assignments  contemplated in Section 2.01(b)
hereof) the assigning  Lender shall pay the  Administrative  Agent an assignment
fee of $3,500.

                  (c) A Lender  may  sell or agree to sell to one or more  other
Persons (each a  "Participant")  a participation in all or any part of any Loans
or Letter of Credit  Interest held by it, or in its  Commitments,  provided that
such Participant  shall not have any rights or obligations  under this Agreement
or any Note or any other Credit Document (the Participant's  rights against such
Lender in respect of such  participation to be those set forth in the agreements
executed by such Lender in favor of the Participant). All amounts payable by the
Borrowers  to any Lender under  Section 5 hereof in respect of Loans,  Letter of
Credit Interest held by it, and its Commitments,  shall be determined as if such
Lender had not sold or agreed to sell any  participations in such Loans,  Letter
of Credit Interest and  Commitments,  and as if such Lender were funding each of
such Loan,  Letter of Credit Interest and Commitments in the same way that it is
funding the portion of such Loan,  Letter of Credit  Interest and Commitments in
which no participations  have been sold. In no event shall a Lender that sells a
participation  agree with the  Participant  to take or refrain  from  taking any
action  hereunder or under any other Credit Document except that such Lender may
agree  with  the  Participant  that it will  not,  without  the  consent  of the
Participant,  agree to (i) increase or extend the term of such Lender's  related
Commitment, (ii) extend the scheduled date fixed for the payment of principal of
or interest  on the  related  Loan or Loans,  Reimbursement  Obligations  or any
portion of any fee hereunder payable to the Participant, (iii) reduce the amount
of any such  payment of  principal,  (iv)  reduce the rate at which  interest is
payable thereon,  or any fee hereunder  payable to the  Participant,  to a level
below the rate at which the  Participant is entitled to receive such interest or
fee or (v) consent to any modification, supplement or waiver hereof or of any of
the other Credit  Documents to the extent that the same,  under Section 11.09 or
12.04 hereof, requires the consent of each Lender.

                  (d)  In  addition  to  the  assignments   and   participations
permitted under the foregoing  provisions of this Section 12.06,  any Lender may
(without notice to the Parent,  the  Administrative  Agent, the Issuing Banks or
any other  Lender and  without  payment of any fee) assign and pledge all or any
portion of its Loans and its Notes to any  Federal  Reserve  Bank as  collateral
security  pursuant to  Regulation A and any  Operating  Circular  issued by such
Federal Reserve Bank, and such Loans and Notes shall be fully  transferrable  as
provided therein. No such assignment shall release the assigning Lender from its
obligations hereunder.

                  (e) A Lender may furnish any information concerning the Parent
or any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants  (including  prospective assignees and participants),
subject, however, to the provisions of Section 12.12(b) hereof.

                  (f)   Anything  in  this   Section   12.06  to  the   contrary
notwithstanding, no Lender may assign or participate any interest in any Loan or
Reimbursement  Obligation  held  by it  hereunder  to the  Parent  or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.

                  12.07  Survival.  The obligations of the Obligors
under Sections 5.01, 5.05, 5.06, 5.07 and 12.03 hereof,  the obligations of each
Guarantor  under Section 6.03 hereof,  and the  obligations of the Lenders under
Section 11.05 hereof, shall survive the repayment of the Loans and Reimbursement
Obligations  and the  termination  of the  Commitments  and,  in the case of any
Lender  that may  assign any  interest  in its  Commitments,  Loans or Letter of
Credit  Interest  hereunder,  shall  survive  the  making  of  such  assignment,
notwithstanding that such assigning Lender may cease to be a "Lender" hereunder.
In addition,  each  representation  and warranty made, or deemed to be made by a
notice of any  extension  of credit  (whether  by means of a Loan or a Letter of
Credit),   herein  or  pursuant   hereto  shall   survive  the  making  of  such
representation  and warranty,  and no Lender shall be deemed to have waived,  by
reason of making any extension of credit  hereunder  (whether by means of a Loan
or a  Letter  of  Credit),  any  Default  that  may  arise  by  reason  of  such
representation   or  warranty   proving  to  have  been  false  or   misleading,
notwithstanding that such Lender or the Administrative Agent may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such extension of credit was made.

                  12.08 Captions. The table of contents and captions
and section  headings  appearing  herein are included  solely for convenience of
reference and are not intended to affect the  interpretation of any provision of
this Agreement.

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

                  12.10 Governing Law;  Submission to Jurisdiction.
This Agreement and the Notes shall be governed
by, and construed in  accordance  with,  the law of the State of New York.  Each
Obligor hereby  submits to the  nonexclusive  jurisdiction  of the United States
District Court for the Southern District of New York and of the Supreme Court of
the  State of New York  sitting  in New York  County  (including  its  Appellate
Division),  and of any other  appellate  court in the State of New York, for the
purposes of all legal  proceedings  arising out of or relating to this Agreement
or the transactions contemplated hereby. Each Obligor hereby irrevocably waives,
to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of the venue of any such  proceeding  brought in
such a court and any claim that any such proceeding  brought in such a court has
been brought in an inconvenient forum.

                  12.11 Waiver of Jury  Trial.  EACH OF
THE  OBLIGORS,  THE  ADMINISTRATIVE  AGENT AND THE  LENDERS  HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL  BY  JURY IN ANY  LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                  12.12  Treatment of Certain Information; Confidentiality.


                  (a) Each Obligor acknowledges that from time to time financial
advisory,  investment  banking and other  services may be offered or provided to
the Parent or one or more of its Subsidiaries (in connection with this Agreement
or otherwise) by any Lender or by one or more subsidiaries or affiliates of such
Lender  and each of the  Obligors  hereby  authorizes  each  Lender to share any
information  delivered  to such  Lender  by such  Obligor  and its  Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Lender to
enter into this  Agreement,  with any such  subsidiary  or  affiliate,  it being
understood  that any such  subsidiary or affiliate  receiving  such  information
shall be bound by the  provisions  of paragraph (b) below as if it were a Lender
hereunder.  Such  authorization  shall  survive the  repayment  of the Loans and
Reimbursement Obligations and the termination of the Commitments.

                  (b) Each Lender and the Administrative Agent agrees (on behalf
of  itself  and  each of its  affiliates,  directors,  officers,  employees  and
representatives)  to  use  reasonable  precautions  to  keep  confidential,   in
accordance with their customary procedures for handling confidential information
of the same nature and in accordance with safe and sound banking practices,  any
non-public  information  supplied to it by any of the Obligors  pursuant to this
Agreement  that is identified by such Person as being  confidential  at the time
the same is delivered to the Lenders or the Administrative  Agent, provided that
nothing herein shall limit the disclosure of any such information (i) after such
information  shall have become  public  (other than  through a violation of this
Section  12.12),  (ii) to the extent  required by statute,  rule,  regulation or
judicial process,  (iii) to counsel for any of the Lenders or the Administrative
Agent,  (iv) to  bank  examiners  (or  any  other  regulatory  authority  having
jurisdiction  over any Lender or the  Administrative  Agent),  or to auditors or
accountants,  (v) to the  Administrative  Agent  or any  other  Lender,  (vi) in
connection  with any  litigation  to which any one or more of the Lenders or the
Administrative Agent is a party, or in connection with the enforcement of rights
or remedies hereunder or under any other Credit Document,  (vii) to a subsidiary
or affiliate of such Lender as provided in paragraph  (a) above or (viii) to any
assignee or participant (or prospective assignee or participant) so long as such
assignee or participant (or prospective  assignee or participant) first executes
and delivers to the respective  Lender a  confidentiality  agreement  containing
provisions  substantially  the same as those in this Section  12.12 (or executes
and delivers to such Lender an acknowledgement to the effect that it is bound by
the provisions of this Section 12.12(b),  which  acknowledgement may be included
as part of the  respective  assignment or  participation  agreement  pursuant to
which such assignee or  participant  acquires an interest in the Loans or Letter
of Credit Interest  hereunder);  provided,  further,  that in no event shall any
Lender or the  Administrative  Agent be  obligated  or  required  to return  any
materials  furnished  by  any  of  the  Obligors  or  any  of  their  respective
Subsidiaries.  The  obligations  of each Lender under this  Section  12.12 shall
supersede and replace the  obligations of such Lender under the  confidentiality
letter in respect of this  financing  signed and delivered by such Lender to the
Company prior to the date hereof;  in addition,  the obligations of any assignee
that has  executed  a  confidentiality  agreement  as  provided  above  shall be
superseded by this Section 12.12 upon the date upon which such assignee  becomes
a Lender hereunder pursuant to Section 12.06(b) hereof.


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly  executed and  delivered as of the day and year first above
written.

                                   THE PARENT

                                              COMMONWEALTH INDUSTRIES, INC.



                                                By_________________________
                                     Title:

                                                  Address for Notices:

                                                 Commonwealth Industries, Inc.
                                                 1200 Meidinger Tower
                                                 Louisville, Kentucky  40202

                                                     Attention:  President

                                                  with a copy to:

                                                  Sullivan & Cromwell
                                                  125 Broad Street
                                                  New York, New York  10004

                                                 Attention:  Erik Lindauer, Esq.



<PAGE>



                                    HOLDINGS

                                                     CI HOLDINGS, INC.



                                                     By_________________________
                                     Title:


                                  THE BORROWERS

                                             COMMONWEALTH ALUMINUM CORPORATION



                                                  By_________________________
                                     Title:


                                                     ALFLEX CORPORATION



                                                   By_________________________
                                     Title:


                                             COMMONWEALTH ALUMINUM CONCAST, INC.



                                                   By_________________________
                                     Title:


                                                     SUBSIDIARY GUARANTOR

                                                     COMMONWEALTH ALUMINUM SALES
                                                       CORPORATION



                                                     By_________________________
                                     Title:


<PAGE>



                                     LENDERS


                                                 NATIONAL WESTMINSTER BANK PLC



                                                     By_________________________
                                     Title:



                                               PNC BANK, NATIONAL ASSOCIATION



                                                   By_________________________
                                     Title:



                                                     ABN AMRO BANK N.V.



                                                     By_________________________
                                     Title:



                                                     BANK OF MONTREAL



                                                     By_________________________
                                     Title:


                                                     CREDIT AGRICOLE INDOSUEZ



                                                     By_________________________
                                     Title:



                                                     By_________________________
                                     Title:


                                                     MELLON BANK, N.A.



                                                     By_________________________
                                     Title:

                                                     THE INDUSTRIAL BANK
                                                       OF JAPAN, LIMITED



                                                     By_________________________
                                     Title:

                                              FIFTH THIRD BANK OF KENTUCKY, INC.



                                                     By_________________________
                                     Title:


<PAGE>



                                                   THE ADMINISTRATIVE AGENT
                                               NATIONAL WESTMINSTER BANK PLC,
                                                     as Administrative Agent


                                                     By_________________________
                                     Title:


                                                Address for Notices:

                                                National Westminster Bank Plc
                                                175 Water Street, 26th Floor
                                                New York, New York

                                                Attention:  Drew Weinberg

                                                     with a copy to:

                                                 Gleacher NatWest, Inc.
                                                 660 Madison Avenue, 17th Floor
                                                 New York, NY 10021







<PAGE>



                                                       - 116 -

BII\93618_8

                                Credit Agreement
BII\93618_8

                                Credit Agreement
                                   SCHEDULE I

                             Lenders and Commitments


                                           Revolving Credit
Lender                                       Commitment

NATIONAL WESTMINSTER BANK PLC               $14,000,000.00

PNC BANK, NATIONAL ASSOCIATION               13,500,000.00

ABN AMRO BANK N.V.                           13,000,000.00

BANK OF MONTREAL                             13,000,000.00

CAISSE NATIONALE DE
  CREDIT AGRICOLE                            13,000,000.00

MELLON BANK, N.A.                            13,000,000.00

THE INDUSTRIAL BANK OF JAPAN,
  LIMITED                                    13,000,000.00

FIFTH THIRD BANK OF KENTUCKY, INC.            7,500,000.00

                                           $100,000,000.00


<PAGE>


                                                       - 117 -



BII\93618_8

                              Revolving Credit Note
BII\93618_8

                              Revolving Credit Note




<PAGE>


                                                        - 2 -



BII\93618_8

                              Revolving Credit Note
                                      - 1 -



BII\93618_8

                              Revolving Credit Note
                                  EXHIBIT A-1


                         [Form of Revolving Credit Note]

                                 PROMISSORY NOTE

$_______________                                      December __, 1997
                                                      New York, New York

                  FOR VALUE RECEIVED, each of COMMONWEALTH ALUMINUM CORPORATION,
ALFLEX  CORPORATION and COMMONWEALTH  ALUMINUM CONCAST,  INC. (each a "Revolving
Credit Borrower" and,  collectively,  the "Revolving Credit Borrowers"),  hereby
promises,  jointly and severally,  to pay to __________________  (the "Lender"),
for account of its respective  Applicable  Lending  Offices  provided for by the
Credit Agreement referred to below, at the principal New York office of National
Westminster  Bank Plc at 175 Water Street,  New York, New York  10038-4924,  the
principal sum of  _______________  Dollars (or such lesser amount as shall equal
the aggregate  unpaid principal amount of the Revolving Credit Loans made by the
Lender to the Revolving Credit Borrowers under the Credit Agreement),  in lawful
money of the United States of America and in immediately available funds, on the
dates and in the principal amounts provided in the Credit Agreement,  and to pay
interest on the unpaid  principal  amount of each such Revolving Credit Loan, at
such office,  in like money and funds, for the period  commencing on the date of
such  Revolving  Credit Loan until such  Revolving  Credit Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit Agreement.

                  The date, amount, Type, interest rate and duration of Interest
Period (if  applicable) of each Revolving  Credit Loan made by the Lender to the
Revolving  Credit  Borrowers,  and each payment made on account of the principal
thereof, shall be recorded by the Lender on its books and, prior to any transfer
of this Note,  endorsed  by the Lender on the  schedule  attached  hereto or any
continuation  thereof,  provided that the failure of the Lender to make any such
recordation  or  endorsement  shall not affect the  obligations of the Revolving
Credit Borrowers to make a payment when due of any amount owing under the Credit
Agreement  or  hereunder  in respect of the  Revolving  Credit Loans made by the
Lender.

                  This  Note  is one  of the  Notes  referred  to in the  Second
Amended and  Restated  Credit  Agreement  dated as of  December  19, 1997 (as so
amended and restated and as further modified and supplemented and in effect from
time to time, the "Credit Agreement") between Commonwealth Industries,  Inc., CI
Holdings,  Inc., the Revolving Credit Borrowers, the Subsidiary Guarantors party
thereto,   the  lenders  party  thereto  (including  the  Lender)  and  National
Westminster Bank Plc, as  Administrative  Agent, and evidences  Revolving Credit
Loans made by the Lender to the Revolving  Credit  Borrowers  thereunder.  Terms
used but not defined in this Note have the respective  meanings assigned to them
in the Credit Agreement.

                  The Credit  Agreement  provides  for the  acceleration  of the
maturity of this Note upon the occurrence of certain events and for  prepayments
of Loans upon the terms and conditions specified therein.

                  Except as permitted by Section 12.06 of the Credit  Agreement,
this Note may not be assigned by the Lender to any other Person.

                  This Note shall be governed by, and  construed  in  accordance
with, the law of the State of New York.

                                            COMMONWEALTH ALUMINUM CORPORATION


                           By_________________________
                                     Title:

                                            ALFLEX CORPORATION


                           By_________________________
                                     Title:

                                            COMMONWEALTH ALUMINUM CONCAST, INC.


                           By_________________________
                                     Title:



<PAGE>


                                                        - 3 -



BII\93618_8

                              Revolving Credit Note

BII\93618_8

                              Revolving Credit Note


                       SCHEDULE OF REVOLVING CREDIT LOANS

                  This Note evidences Revolving Credit Loans made,  Continued or
Converted under the  within-described  Credit  Agreement to the Revolving Credit
Borrowers,  on the  dates,  in the  principal  amounts,  of the  Types,  bearing
interest  at the  rates and  having  Interest  Periods  (if  applicable)  of the
durations set forth below, subject to the payments,  Continuations,  Conversions
and prepayments of principal set forth below:


                                                                    Amount Paid,
Date Made,                                                             Prepaid,
Continued or                                     Duration   Continued     or
Converted   Principal                             of       Converted   Unpaid
            Amount of  Type of  Interest Interest Principal  Notation
            Loan        Loan     Rate    Period              Amount     Made by















<PAGE>


                                                        - 2 -





BII\93618_8

                                 Swingline Note
                                  EXHIBIT A-2


                            [Form of Swingline Note]

                                 PROMISSORY NOTE


$_______________                                          December __, 1997
                                                          New York, New York

                  FOR VALUE RECEIVED, each of COMMONWEALTH ALUMINUM CORPORATION,
ALFLEX  CORPORATION and COMMONWEALTH  ALUMINUM CONCAST,  INC. (each a "Revolving
Credit Borrower" and,  collectively,  the "Revolving Credit Borrowers"),  hereby
promises, jointly and severally,  hereby promises to pay to NATIONAL WESTMINSTER
BANK PLC (the  "Lender"),  for  account  of its  respective  Applicable  Lending
Offices provided for by the Credit Agreement referred to below, at the principal
New  York  office  of the  Lender  at 175  Water  Street,  New  York,  New  York
10038-4924,  the principal sum of _______________ Dollars (or such lesser amount
as shall equal the aggregate unpaid principal amount of the Swingline Loans made
by the Lender to the Revolving Credit Borrowers under the Credit Agreement),  in
lawful money of the United States of America and in immediately available funds,
on the dates and in the principal amounts provided in the Credit Agreement,  and
to pay interest on the unpaid  principal  amount of each such Swingline Loan, at
such office,  in like money and funds, for the period  commencing on the date of
such  Swingline  Loan until such  Swingline  Loan shall be paid in full,  at the
rates per annum and on the dates provided in the Credit Agreement.

                  The date and amount of each  Swingline Loan made by the Lender
to the  Revolving  Credit  Borrowers,  and each  payment  made on account of the
principal  thereof,  shall be recorded by the Lender on its books and,  prior to
any  transfer  of this Note,  endorsed  by the Lender on the  schedule  attached
hereto or any continuation  thereof,  provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Revolving  Credit Borrowers to make a payment when due of any amount owing under
the Credit  Agreement or hereunder in respect of the Swingline Loans made by the
Lender.

                  This  Note  is one  of the  Notes  referred  to in the  Second
Amended and  Restated  Credit  Agreement  dated as of  December  19, 1997 (as so
amended and restated and as further modified and supplemented and in effect from
time to time, the "Credit Agreement") between Commonwealth Industries,  Inc., CI
Holdings,  Inc., the Revolving Credit Borrowers, the Subsidiary Guarantors party
thereto,   the  lenders  party  thereto  (including  the  Lender)  and  National
Westminster Bank Plc, as  Administrative  Agent,  and evidences  Swingline Loans
made by the Lender thereunder.  Terms used but not defined in this Note have the
respective meanings assigned to them in the Credit Agreement.



<PAGE>


                                                        - 2 -



BII\93618_8

                                 Swingline Note
                                      - 2 -




                                 Swingline Note
                  The Credit  Agreement  provides  for the  acceleration  of the
maturity of this Note upon the occurrence of certain events and for  prepayments
of Loans upon the terms and conditions specified therein.

                  Except as permitted by Section 12.06 of the Credit  Agreement,
this Note may not be assigned by the Lender to any other Person.

                  This Note shall be governed by, and  construed  in  accordance
with, the law of the State of New York.

                                            COMMONWEALTH ALUMINUM CORPORATION


                           By_________________________
                                     Title:


                                            ALFLEX CORPORATION


                           By_________________________
                                     Title:


                                            COMMONWEALTH ALUMINUM CONCAST, INC.


                           By_________________________
                                     Title:





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                                                        - 3 -




                                 Swingline Note

BII\93618_8

                                 Swingline Note


                           SCHEDULE OF SWINGLINE LOANS

                  This  Note   evidences   Swingline   Loans   made   under  the
within-described  Credit  Agreement to the Revolving  Credit  Borrowers,  on the
dates and in the principal amounts set forth below,  subject to the payments and
prepayments of principal set forth below:

                                    Amount    Unpaid
                  Principal        Paid or  Principal        Notation
Date Made        Amount of Loan    Prepaid   Amount          Made by


<PAGE>


                                                        - 1 -




                           Borrowing Base Certificate
                                      - 1 -




                           Borrowing Base Certificate