<PAGE>


                                                                       EXECUTION

                                   SECOND LIEN
                          CREDIT AND GUARANTY AGREEMENT

                          dated as of February 28, 2005

                                      among

                                  GENTEK INC.,

                              GENTEK HOLDING, LLC,
                                  as Borrower,

                        CERTAIN SUBSIDIARIES OF BORROWER,
                                 as Guarantors,

                                VARIOUS LENDERS,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
           as Joint Lead Arranger, Sole Bookrunner, Syndication Agent,
                    Administrative Agent and Collateral Agent

                         BANC OF AMERICA SECURITIES LLC,
                             as Joint Lead Arranger

                                       and

                             BANK OF AMERICA, N.A.,
                             as Documentation Agent

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

           $135,000,000 Second Priority Senior Secured Credit Facility

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

                                                            CUSIP NO.
                                                                      ----------




<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                          <C>
SECTION 1. DEFINITIONS AND INTERPRETATION.....................................2
   1.1. Definitions...........................................................2
   1.2. Accounting Terms.....................................................24
   1.3. Interpretation, etc..................................................24

SECTION 2. LOANS AND LETTERS OF CREDIT.......................................24
   2.1. Term Loans...........................................................24
   2.2. [Reserved]...........................................................25
   2.3. [Reserved]...........................................................25
   2.4. [Reserved]...........................................................25
   2.5. Pro Rata Shares; Availability of Funds...............................25
   2.6. Use of Proceeds......................................................26
   2.7. Evidence of Debt; Register; Lenders' Books and Records; Notes........26
   2.8. Interest on Loans....................................................26
   2.9. Conversion/Continuation..............................................28
   2.10. Default Interest....................................................28
   2.11. Fees................................................................29
   2.12. Repayment...........................................................29
   2.13. Voluntary Prepayments...............................................29
   2.14. Mandatory Prepayments...............................................32
   2.15. Application of Prepayments..........................................33
   2.16. General Provisions Regarding Payments...............................34
   2.17. Ratable Sharing.....................................................35
   2.18. Making or Maintaining Eurodollar Rate Loans.........................36
   2.19. Increased Costs; Capital Adequacy...................................37
   2.20. Taxes; Withholding, etc.............................................39
   2.21. Obligation to Mitigate..............................................41
   2.22. [Reserved]..........................................................42
   2.23. Removal or Replacement of a Lender..................................42

SECTION 3. CONDITIONS PRECEDENT..............................................42
   3.1. Closing Date.........................................................42
   3.2. Conditions to Term Loan Funding Date.................................47

SECTION 4. REPRESENTATIONS AND WARRANTIES....................................48
   4.1. Organization; Requisite Power and Authority; Qualification...........48
   4.2. Capital Stock and Ownership..........................................48
   4.3. Due Authorization....................................................48
   4.4. No Conflict..........................................................48
   4.5. Governmental Consents................................................49
   4.6. Binding Obligation...................................................49
   4.7. Historical Financial Statements......................................49
</TABLE>


                                       ii




<PAGE>


<TABLE>
<S>                                                                          <C>
   4.8. Projections..........................................................49
   4.9. No Material Adverse Change...........................................49
   4.10. [Reserved]..........................................................49
   4.11. Adverse Proceedings, etc............................................49
   4.12. Payment of Taxes....................................................50
   4.13. Properties..........................................................50
   4.14. Environmental Matters...............................................50
   4.15. No Defaults.........................................................51
   4.16. [Reserved]..........................................................51
   4.17. Governmental Regulation.............................................51
   4.18. Margin Stock........................................................52
   4.19. Employee Matters....................................................52
   4.20. Employee Benefit Plans..............................................52
   4.21. Certain Fees........................................................53
   4.22. Solvency............................................................53
   4.23. Compliance with Statutes, etc.......................................53
   4.24. Disclosure..........................................................53
   4.25. Patriot Act.........................................................54
   4.26. Office of Foreign Assets Control....................................54

SECTION 5. AFFIRMATIVE COVENANTS.............................................54
   5.1. Financial Statements and Other Reports...............................54
   5.2. Existence............................................................57
   5.3. Payment of Taxes and Claims..........................................57
   5.4. Maintenance of Properties............................................58
   5.5. Insurance............................................................58
   5.6. Inspections..........................................................58
   5.7. Lenders Meetings.....................................................59
   5.8. Compliance with Laws.................................................59
   5.9. Environmental........................................................59
   5.10. Subsidiaries........................................................61
   5.11. Additional Material Real Estate Assets..............................62
   5.12. Further Assurances..................................................62
   5.13. Post-Closing Covenant...............................................62

SECTION 6. NEGATIVE COVENANTS................................................62
   6.1. Indebtedness.........................................................63
   6.2. Liens................................................................64
   6.3. Equitable Lien.......................................................66
   6.4. No Further Negative Pledges..........................................66
   6.5. Restricted Junior Payments...........................................66
   6.6. Restrictions on Subsidiary Distributions.............................67
   6.7. Investments..........................................................67
   6.8. Financial Covenants..................................................68
   6.9. Fundamental Changes; Disposition of Assets; Acquisitions.............69
   6.10. Disposal of Subsidiary Interests....................................70
   6.11. Sales and Lease-Backs...............................................70
</TABLE>


                                       iii




<PAGE>


<TABLE>
<S>                                                                          <C>
   6.12. Transactions with Shareholders and Affiliates.......................70
   6.13. Conduct of Business.................................................71
   6.14. Permitted Activities of Holdings....................................71
   6.15. Fiscal Year.........................................................71
   6.16. Office of Foreign Assets Control....................................71

SECTION 7. GUARANTY..........................................................71
   7.1. Guaranty of the Obligations..........................................71
   7.2. Contribution by Guarantors...........................................71
   7.3. Payment by Guarantors................................................72
   7.4. Liability of Guarantors Absolute.....................................73
   7.5. Waivers by Guarantors................................................74
   7.6. Guarantors' Rights of Subrogation, Contribution, etc.................75
   7.7. Subordination of Other Obligations...................................76
   7.8. Continuing Guaranty..................................................76
   7.9. Authority of Guarantors or Borrower..................................76
   7.10. Financial Condition of Borrower.....................................76
   7.11. Bankruptcy, etc.....................................................76
   7.12. Discharge of Guaranty Upon Sale of Guarantor........................77

SECTION 8. EVENTS OF DEFAULT.................................................77
   8.1. Events of Default....................................................77

SECTION 9. AGENTS............................................................80
   9.1. Appointment and Authority............................................80
   9.2. Rights as a Lender...................................................80
   9.3. Exculpatory Provisions...............................................81
   9.4. Reliance by Administrative Agent.....................................81
   9.5. Delegation of Duties.................................................82
   9.6. Resignation of Administrative Agent..................................82
   9.7. Non-Reliance on Administrative Agent and Other Lenders...............83
   9.8. No Other Duties, Etc.................................................83
   9.9. Administrative Agent May File Proofs of Claim........................83
   9.10. Collateral and Guaranty Matters.....................................84

SECTION 10. MISCELLANEOUS....................................................84
   10.1. Notices.............................................................84
   10.2. Expenses............................................................84
   10.3. Indemnity...........................................................85
   10.4. Set-Off.............................................................86
   10.5. Amendments and Waivers..............................................86
   10.6. Successors and Assigns; Participations..............................87
   10.7. Independence of Covenants...........................................91
   10.8. Survival of Representations, Warranties and Agreements..............91
   10.9. No Waiver; Remedies Cumulative......................................91
   10.10. Marshalling; Payments Set Aside....................................92
   10.11. Severability.......................................................92
</TABLE>


                                       iv




<PAGE>


<TABLE>
<S>                                                                          <C>
   10.12. Obligations Several; Independent Nature of Lenders' Rights.........92
   10.13. Headings...........................................................92
   10.14. APPLICABLE LAW.....................................................92
   10.15. CONSENT TO JURISDICTION............................................92
   10.16. WAIVER OF JURY TRIAL...............................................93
   10.17. Confidentiality....................................................93
   10.18. Usury Savings Clause...............................................94
   10.19. Counterparts.......................................................95
   10.20. Effectiveness......................................................95
   10.21. Patriot Act........................................................95
   10.22. Electronic Execution of Assignments................................95
</TABLE>


                                        v




<PAGE>


<TABLE>
<S>           <C>
APPENDICES:   A      Term Loan Commitments
              B      Notice Addresses

SCHEDULES:    1.1(b) Certain Permitted Holders
              1.1(c) Consolidated Adjusted EBITDA
              3.1(h) Closing Date Mortgaged Properties
              4.1    Jurisdictions of Organization and Qualification
              4.2    Capital Stock and Ownership
              4.13   Real Estate Assets
              4.14   Environmental Matters
              5.13   Post-Closing Covenant
              6.1    Certain Indebtedness
              6.2    Certain Liens
              6.7    Certain Investments
              6.12   Certain Affiliate Transactions

EXHIBITS:     A-1    Funding Notice
              A-2    Conversion/Continuation Notice
              B      Term Loan Note
              C      Compliance Certificate
              D      Opinions of Counsel
              E      Assignment Agreement
              F      Certificate Re Non-bank Status
              G-1    Closing Date Certificate
              G-2    Solvency Certificate
              H      Counterpart Agreement
              I      Pledge and Security Agreement
              J      Mortgage
              K      Landlord Waiver and Consent Agreement
              L      Intercreditor Agreement
</TABLE>


                                       vi




<PAGE>


               SECOND LIEN CREDIT AND GUARANTY AGREEMENT

          This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of February
28, 2005, is entered into by and among GENTEK INC., a Delaware corporation
("Holdings"), GENTEK HOLDING, LLC, a Delaware limited liability company
("Borrower"), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Joint
Lead Arranger, Sole Bookrunner, and as Syndication Agent (in such capacities,
"Syndication Agent"), and as Administrative Agent (together with its permitted
successors in such capacity, "Administrative Agent") and as Collateral Agent
(together with its permitted successor in such capacity, "Collateral Agent"),
BANC OF AMERICA SECURITIES LLC ("BAS", and together with GSCP, the "Arrangers"),
as Joint Lead Arranger, and BANK OF AMERICA, N.A. ("BOFA"), as Documentation
Agent (in such capacity, "Documentation Agent").

                                    RECITALS:

     WHEREAS, capitalized terms used in these Recitals shall have the respective
meanings set forth for such terms in Section 1.1 hereof;

     WHEREAS, Lenders have agreed to extend certain term loans to Borrower, in
an aggregate amount not to exceed $135,000,000, the proceeds of which, together
with the proceeds of the First Lien Loans borrowed by Borrower, will be used to
(i) fund employee pension liability in an aggregate amount not less than
$35,000,000 with the proceeds of the First Lien Loans, (ii) repay or retire
Existing Indebtedness and all or any portion of the Revolving Loans under the
First Lien Credit Agreement; (iii) make payments or dividends with respect to
the common stock of Holdings; (iv) be applied to general corporate purposes and
(iv) pay Transaction Costs;

     WHEREAS, Borrower has agreed to secure all of its Obligations by granting
to Collateral Agent, for the benefit of Secured Parties, a Second Priority Lien
on substantially all of its assets, including a pledge of all of the Capital
Stock of each of its Domestic Subsidiaries (excluding Excluded Domestic
Subsidiaries and Domestic Foreign Holding Companies) and 65% of the Capital
Stock of each of its Domestic Foreign Holding Companies and first-tier Foreign
Subsidiaries; and

     WHEREAS, Guarantors have agreed to guarantee the obligations of the
Borrower hereunder and to secure their respective Obligations by granting to
Collateral Agent, for the benefit of Secured Parties, a Second Priority Lien on
substantially all of their respective assets, including a pledge of all of the
Capital Stock of each of their respective Domestic Subsidiaries (including
Borrower, but excluding Excluded Domestic Subsidiaries and Domestic Foreign
Holding Companies) and 65% of all the Capital Stock of each of their respective
Domestic Foreign Holding Companies and first-tier Foreign Subsidiaries.

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




<PAGE>


SECTION 1. DEFINITIONS AND INTERPRETATION

     1.1. Definitions. The following terms used herein, including in the
preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:

          "Adjusted Eurodollar Rate" means, for any Interest Rate Determination
Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by dividing (rounded to the nearest 1/100 of 1%) (i) (a) the rate
per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by
Administrative Agent to be the offered rate which appears on the page of the
Telerate Screen which displays an average British Bankers Association Interest
Settlement Rate (such page currently being page number 3740 or 3750, as
applicable) for deposits (for delivery on the first day of such period) with a
term equivalent to such period in Dollars, determined as of approximately 11:00
a.m. (London, England time) on such Interest Rate Determination Date, or (b) in
the event the rate referenced in the preceding clause (a) does not appear on
such page or service or if such page or service shall cease to be available, the
rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined
by Administrative Agent to be the offered rate on such other page or other
service which displays an average British Bankers Association Interest
Settlement Rate for deposits (for delivery on the first day of such period) with
a term equivalent to such period in Dollars, determined as of approximately
11:00 a.m. (London, England time) on such Interest Rate Determination Date, or
(c) in the event the rates referenced in the preceding clauses (a) and (b) are
not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to
the offered quotation rate to first class banks in the London interbank market
by GSCP for deposits (for delivery on the first day of the relevant period) in
Dollars of amounts in same day funds comparable to the principal amount of the
applicable Loan of Administrative Agent, in its capacity as a Lender, for which
the Adjusted Eurodollar Rate is then being determined with maturities comparable
to such period as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b)
the Applicable Reserve Requirement.

          "Administrative Agent" as defined in the preamble hereto.

          "Adverse Proceeding" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Holdings or any of its
Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to
the knowledge of Holdings or any of its Subsidiaries, threatened against or
affecting Holdings or any of its Subsidiaries or any property of Holdings or any
of its Subsidiaries.

          "Affected Lender" as defined in Section 2.18(b).

          "Affected Loans" as defined in Section 2.18(b).

          "Affiliate" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person,


                                        2




<PAGE>


means the possession, directly or indirectly, of the power (i) to vote 5% or
more of the Securities having ordinary voting power for the election of
directors of such Person or (ii) to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise; provided, however, that solely with
respect to the definition of "Eligible Assignee", a threshold of 12% or more
shall be used instead of the aforementioned 5% or more threshold.

          "Agent" means each of Syndication Agent, Administrative Agent,
Collateral Agent and Documentation Agent.

          "Aggregate Amounts Due" as defined in Section 2.17.

          "Aggregate Payments" as defined in Section 7.2.

          "Agreement" means this Second Lien Credit and Guaranty Agreement,
dated as of February 28, 2005 as it may be amended, supplemented or otherwise
modified from time to time.

          "Applicable Margin" means (i) with respect to Term Loans that are (a)
Eurodollar Rate Loans, 5.75% per annum and (b) Base Rate Loans, 4.75% per annum.

          "Applicable Reserve Requirement" means, at any time, for any
Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by
reference to which the applicable Adjusted Eurodollar Rate or any other interest
rate of a Loan is to be determined, or (ii) any category of extensions of credit
or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted
automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

          "Arrangers" as defined in the preamble hereto.

          "Asset Sale" means a sale, lease or sub-lease (as lessor or
sublessor), sale and leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than
Holdings, Borrower or any Guarantor Subsidiary), in one transaction or a series
of transactions, of all or any part of Holdings' or any of its Subsidiaries'
businesses, assets or properties of any kind, whether real, personal, or mixed
and whether tangible or intangible, whether now owned or hereafter acquired,
including, without limitation, the Capital Stock of any of Holdings'
Subsidiaries, other than (i) inventory (or other assets) sold or leased in the
ordinary course of business (excluding any such sales by operations or divisions


                                        3




<PAGE>


discontinued or to be discontinued), and (ii) sales of other assets for
aggregate consideration of less than $1,000,000 with respect to any transaction
or series of related transactions.

          "Assignment Agreement" means an Assignment and Assumption Agreement
substantially in the form of Exhibit E, with such amendments or modifications as
may be approved by Administrative Agent.

          "Assignment Effective Date" as defined in Section 10.6(b).

          "Authorized Officer" means, as applied to any Person, any individual
holding the position of chairman of the board (if an officer), chief executive
officer, president or one of its vice presidents (or the equivalent thereof),
and such Person's chief financial officer or treasurer.

          "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute.

          "Base Rate" means, for any day, a rate per annum equal to the greater
of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

          "Base Rate Loan" means a Loan bearing interest at a rate determined by
reference to the Base Rate.

          "BAS" as defined in the preamble hereto.

          "Beneficiary" means each Agent, Lender and Lender Counterparty.

          "BOFA" as defined in the preamble hereto.

          "Borrower" as defined in the preamble hereto.

          "Business Day" means (i) any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or is a day
on which banking institutions located in such state are authorized or required
by law or other governmental action to close and (ii) with respect to all
notices, determinations, fundings and payments in connection with the Adjusted
Eurodollar Rate or any Eurodollar Rate Loans, the term "Business Day" shall mean
any day which is a Business Day described in clause (i) and which is also a day
for trading by and between banks in Dollar deposits in the London interbank
market.

          "Capital Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

          "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent


                                        4




<PAGE>


ownership interests in a Person (other than a corporation), including, without
limitation, partnership interests and membership interests, and any and all
warrants, rights or options to purchase or other arrangements or rights to
acquire any of the foregoing.

          "Cash" means money, currency or a credit balance in any demand or
Deposit Account.

          "Cash Equivalents" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit or bankers' acceptances maturing within
one year after such date and issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; (v) shares of any money market mutual fund that (a) has
substantially all of its assets invested continuously in the types of
investments referred to in clauses (i) through (iv) above, (b) has net assets of
not less than $500,000,000, and (c) has the highest rating obtainable from
either S&P or Moody's and (vi) investments by Foreign Subsidiaries equivalent to
those described above under the laws of the jurisdiction of such Foreign
Subsidiary.

          "Certificate re Non-Bank Status" means a certificate substantially in
the form of Exhibit F.

          "Change of Control" means, at any time, (i) any Person or "group"
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than
the Permitted Holders (a) shall have acquired beneficial ownership of 33% or
more on a fully diluted basis of the voting and/or economic interest in the
Capital Stock of Holdings or (b) shall have obtained the power (whether or not
exercised) to elect a majority of the members of the board of directors (or
similar governing body) of Holdings; (ii) Holdings shall cease to beneficially
own and control 100% on a fully diluted basis of the economic and voting
interest in the Capital Stock of Borrower; or (iii) the majority of the seats
(other than vacant seats) on the board of directors (or similar governing body)
of Borrower cease to be occupied by Persons who either (a) were members of the
board of directors of Borrower on the Closing Date or (b) were nominated for
election by the board of directors of Borrower, a majority of whom were
directors on the Closing Date or whose election or nomination for election was
previously approved by a majority of such directors.

          "Closing Date" means February __, 2005.


                                        5




<PAGE>


          "Closing Date Certificate" means a Closing Date Certificate
substantially in the form of Exhibit G-1.

          "Closing Date Mortgaged Property" as defined in Section 3.1(h).

          "Collateral" means, collectively, all of the real, personal and mixed
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations.

          "Collateral Agent" as defined in the preamble hereto.

          "Collateral Documents" means the Pledge and Security Agreement, the
Mortgages, the Landlord Personal Property Collateral Access Agreements, if any,
the Intercreditor Agreement, and all other instruments, documents and agreements
delivered by any Credit Party pursuant to this Agreement or any of the other
Credit Documents in order to grant to Collateral Agent, for the benefit of
Secured Parties, a Lien on any real, personal or mixed property of that Credit
Party as security for the Obligations.

          "Collateral Questionnaire" means a certificate in form satisfactory to
Collateral Agent that provides information with respect to the personal or mixed
property of each Credit Party.

          "Compliance Certificate" means a Compliance Certificate substantially
in the form of Exhibit C.

          "Consolidated Adjusted EBITDA" means, for any period, an amount
determined for Holdings and its Subsidiaries on a consolidated basis equal to
(i) Consolidated Net Income plus (ii) the sum, without duplication and only to
the extent deducted in calculating such Consolidated Net Income, of the amounts
for such period of (a) Consolidated Interest Expense, (b) provisions for taxes
based on income, (c) total depreciation expense, (d) total amortization expense,
(e) restructuring charges, as presented in accordance with GAAP in the financial
statements of Holdings or footnotes thereto, in connection with plant closures,
rationalizations, relocations and associated severance and other costs, in an
aggregate amount for each Fiscal Year equal to (A) the amount of such
restructuring charges set forth in the Projections in respect of such Fiscal
Year, plus (B) an amount not to exceed $5,000,000 for Fiscal Year 2005,
$5,000,000 for Fiscal Year 2006, and $7,000,000 per Fiscal Year thereafter, and
(f) other non-Cash items reducing Consolidated Net Income (excluding any such
non-Cash item to the extent that it represents an accrual or reserve for
potential Cash items in any future period or amortization of a prepaid Cash item
that was paid in a prior period), minus (iii) other non-Cash items increasing
Consolidated Net Income for such period (excluding any such non-Cash item to the
extent it represents the reversal of an accrual or reserve for potential Cash
item in any prior period); provided, that with respect to Fiscal Year 2004, the
foregoing shall be subject to Schedule 1.1(c).

          "Consolidated Capital Expenditures" means, for any period, the
aggregate of all expenditures of Holdings and its Subsidiaries during such
period determined on a consolidated basis that, in accordance with GAAP, are or
should be included in "purchase of


                                        6




<PAGE>


property and equipment" or similar items reflected in the consolidated statement
of cash flows of Holdings and its Subsidiaries.

          "Consolidated Cash Interest Expense" means, for any period,
Consolidated Interest Expense for such period, excluding any amount not payable
in Cash.

          "Consolidated Current Assets" means, as at any date of determination,
the total assets of Holdings and its Subsidiaries on a consolidated basis that
may properly be classified as current assets in conformity with GAAP, excluding
Cash and Cash Equivalents.

          "Consolidated Current Liabilities" means, as at any date of
determination, the total liabilities of Holdings and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding the current portion of long term debt.

          "Consolidated Excess Cash Flow" means, for any period, an amount (if
positive) equal to: (i) the sum, without duplication, of the amounts for such
period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working
Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for
such period of (a) voluntary and scheduled repayments of Consolidated Total Debt
(excluding (i) repayments of Revolving Loans or Swing Line Loans (each as
defined in the First Lien Credit Agreement and any refinancings or replacements
thereof permitted under the terms of the Intercreditor Agreement) except to the
extent the Revolving Commitments (as defined in the First Lien Credit Agreement
and any refinancings or replacements thereof permitted under the terms of the
Intercreditor Agreement) are permanently reduced in connection with such
repayments and (ii) repurchases of Term Loans made pursuant to Section 2.13(c)),
(b) Consolidated Capital Expenditures (net of any proceeds of (y) any related
financings with respect to such expenditures and (z) any sales of assets used to
finance such expenditures), (c) Consolidated Cash Interest Expense, (d) net
reduction in long term liabilities on account of pension and other
post-retirement liabilities and environmental liabilities to the extent paid in
cash during such period, and (e) provisions for current taxes based on income of
Holdings and its Subsidiaries and payable in cash during such period.

          "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Holdings and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Holdings and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under Interest Rate
Agreements, but excluding, however, any amounts referred to in Section 2.11(d)
payable on or before the Closing Date.

          "Consolidated Net Income" means, for any period, (i) the net income
(or loss) of Holdings and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP,
minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of
Holdings) in which any other Person (other than Holdings or any of its
Subsidiaries) has a joint interest, (b) the income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary of Holdings or is merged into
or consolidated with Holdings or any of its Subsidiaries or that Person's assets
are acquired by Holdings or any of its Subsidiaries,


                                        7




<PAGE>


(c) the income of any Subsidiary of Holdings to the extent that the declaration
or payment of dividends or similar distributions by that Subsidiary of that
income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, (d) any after-tax gains
or losses attributable to Asset Sales or returned surplus assets of any Pension
Plan, and (e) (to the extent not included in clauses (a) through (d) above) any
net extraordinary gains or net extraordinary losses, plus, the amount of
dividends or other distributions actually paid to Holdings or any of its
Subsidiaries by a Person whose income or loss is excluded pursuant to clause
(ii)(a) above during such period.

          "Consolidated Total Debt" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of Holdings and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

          "Consolidated Working Capital" means, as at any date of determination,
the excess of Consolidated Current Assets over Consolidated Current Liabilities.

          "Consolidated Working Capital Adjustment" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.

          "Contractual Obligation" means, as applied to any Person, any
provision of any Security issued by that Person or of any indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

          "Contributing Guarantors" as defined in Section 7.2.

          "Conversion/Continuation Date" means the effective date of a
continuation or conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.

          "Conversion/Continuation Notice" means a Conversion/Continuation
Notice substantially in the form of Exhibit A-2.

          "Counterpart Agreement" means a Counterpart Agreement substantially in
the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

          "Credit Document" means any of this Agreement, the Notes, if any, the
Collateral Documents and all other documents, instruments or agreements executed
and delivered by a Credit Party for the benefit of any Agent or any Lender in
connection herewith.

          "Credit Party" means Borrower and each Guarantor.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement, each of which is for the purpose of hedging
the foreign currency risk associated with Holdings' and its Subsidiaries'
operations and not for speculative purposes.


                                        8




<PAGE>


          "Default" means a condition or event that, after notice or lapse of
time or both, would constitute an Event of Default.

          "Deposit Account" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

          "Designated Officer" means, as applied to any Person, any Authorized
Officer, or any individual duly authorized by an Authorized Officer as a
designee of such Authorized Officer for purposes of the Credit Documents.

          "Documentation Agent" as defined in the preamble hereto.

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

          "Domestic Foreign Holding Company" means any Domestic Subsidiary that
does not engage in any business or activity or own any assets other than holding
directly or indirectly, the stock of one or more Foreign Corporations.

          "Domestic Subsidiary" means any Subsidiary organized under the laws of
the United States of America, any State thereof or the District of Columbia.

          "Eligible Assignee" means (i) any Lender, any Affiliate of any Lender
(excluding any such Affiliate if the investment that resulted in such Person
being an Affiliate of such Lender was made, directly or indirectly, to eliminate
the need for the Borrower's consent to an assignment by such Lender to such
Affiliate of Loans) and any Related Fund (any two or more Related Funds being
treated as a single Eligible Assignee for all purposes hereof), and (ii) any
commercial bank, commercial finance company, insurance company, investment or
mutual fund or other entity that is an "accredited investor" (as defined in
Regulation D under the Securities Act) and which extends credit or buys loans in
the ordinary course; provided, no Credit Party shall be an Eligible Assignee
and, notwithstanding anything to the contrary set forth in this Agreement, no
Affiliate of any Credit Party shall be an Eligible Assignee.

          "Employee Benefit Plan" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to
by, or required to be contributed by, Holdings, any of its Subsidiaries or any
of their respective ERISA Affiliates.

          "Environmental Claim" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Governmental Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of or liability under any Environmental Law; (ii) in
connection with any Release or threatened Release of Hazardous Materials; or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

          "Environmental Laws" means any and all current or future foreign or
domestic, federal or state (or any subdivision of either of them), statutes,
ordinances, orders, rules,


                                        9




<PAGE>


regulations, judgments, Governmental Authorizations, or any other requirements
of Governmental Authorities relating to (i) environmental matters, including
those relating to any Release or threatened Release of Hazardous Materials; (ii)
the generation, use, storage, transportation, treatment, processing, disposal,
removal or remediation of Hazardous Materials; or (iii) occupational safety and
health, industrial hygiene, or the protection of human, plant or animal health
or welfare, in any manner applicable to Holdings or any of its Subsidiaries or
any Facility.

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

          "ERISA Affiliate" means, as applied to any Person, (i) any corporation
which is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated) which is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii)
any member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member.

          "ERISA Event" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability to Holdings, any of
its Subsidiaries or any of their respective Affiliates pursuant to Section 4063
or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate
any Pension Plan, or the occurrence of any event or condition which might
reasonably constitute grounds under ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (vi) the imposition of
liability on Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings, any
of its Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefore, or the
receipt by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any 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 or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of
fines, penalties, taxes or related


                                       10




<PAGE>


charges under Chapter 43 of the Internal Revenue Code or under Section 409,
Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee
Benefit Plan; (ix) the assertion of a material claim (other than routine claims
for benefits) against any Employee Benefit Plan other than a Multiemployer Plan
or the assets thereof, or against Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates in connection with any Employee Benefit Plan;
(x) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan.

          "Eurodollar Rate Loan" means a Loan bearing interest at a rate
determined by reference to the Adjusted Eurodollar Rate.

          "Event of Default" means each of the conditions or events set forth in
Section 8.1.

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

          "Excluded Domestic Subsidiary" means any Domestic Subsidiary which is
not wholly-owned by a Credit Party (or collectively by two or more Credit
Parties) that cannot become a Credit Party due to restrictions in its
organizational documents, shareholders agreement, joint venture agreement or
similar agreement.

          "Existing Indebtedness" means Indebtedness and other obligations
outstanding under that certain Credit Agreement dated as of November 10, 2003
among Borrower, Noma Company, Bank of America, N.A., as the agent and the other
agents and lenders party thereto, as amended prior to the Closing Date.

          "Facility" means any real property (including all buildings, fixtures
or other improvements located thereon) now, hereafter or heretofore owned,
leased, operated or used by Holdings or any of its Subsidiaries or any of their
respective predecessors or Affiliates.

          "Fair Share Contribution Amount" as defined in Section 7.2.

          "Fair Share" as defined in Section 7.2.

          "Federal Funds Effective Rate" means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
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, (i) if such day
is not a Business Day, the Federal Funds Effective 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 (ii) if no such rate is so
published on such next succeeding


                                       11




<PAGE>


Business Day, the Federal Funds Effective Rate for such day shall be the average
rate charged to Administrative Agent, in its capacity as a Lender, on such day
on such transactions as determined by Administrative Agent.

          "Financial Officer Certification" means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of Holdings that such financial statements fairly
present, in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments.

          "Financial Plan" as defined in Section 5.1(i).

          "First Lien Credit Agreement" means the First Lien Credit and Guaranty
Agreement dated as of the Closing Date among Borrower, as borrower, the
Guarantors, various lenders, GSCP as Joint Lead Arranger, Sole Bookrunner and
Syndication Agent, BAS as a Joint Lead Arranger, General Electric Capital
Corporation, as Administrative Agent and BOFA, as Collateral Agent, as it may be
amended, restated, supplemented or otherwise modified from time to time.

          "First Lien Obligations" means the "Obligations" under and as defined
in the First Lien Credit Agreement (and any refinancings or replacements thereof
permitted under the terms of the Intercreditor Agreement).

          "First Lien Loans" means the term loans, revolving loans and swing
line loans borrowed under the First Lien Credit Agreement (and any refinancings
or replacements thereof permitted under the terms of the Intercreditor
Agreement).

          "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

          "Fiscal Year" means the fiscal year of Holdings and its Subsidiaries
ending on December 31 of each calendar year.

          "Flood Hazard Property" means any Real Estate Asset subject to a
mortgage in favor of Collateral Agent, for the benefit of the Lenders, and
located in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards.

          "Foreign Corporation" means any Foreign Subsidiary that is treated as
a corporation for United States federal income tax purposes.

          "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

          "Funding Guarantors" as defined in Section 7.2.

          "Funding Notice" means a notice substantially in the form of Exhibit
A-1.

          "GAAP" means, subject to the limitations on the application thereof
set forth in Section 1.2, United States generally accepted accounting principles
in effect as of the date of determination thereof.


                                       12




<PAGE>


          "Governmental Acts" means any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
Governmental Authority.

          "Governmental Authority" means any federal, state, municipal, national
or other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

          "Governmental Authorization" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.

          "Grantor" as defined in the Pledge and Security Agreement.

          "Guaranteed Obligations" as defined in Section 7.1.

          "Guarantor" means Holdings and each Domestic Subsidiary of Holdings
(other than Borrower and other than Excluded Domestic Subsidiaries).

          "Guarantor Subsidiary" means each Guarantor other than Holdings.

          "Guaranty" means the guaranty of each Guarantor set forth in Section
7.

          "Hazardous Materials" means any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which may or could pose a hazard to the health and safety of the
owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.

          "Hedge Agreement" means an Interest Rate Agreement, Currency Agreement
or commodities hedging agreements entered into with a Lender Counterparty in the
ordinary course of Holdings' or any of its Subsidiaries' businesses and not for
speculative purposes.

          "Highest Lawful Rate" means the maximum lawful interest rate, if any,
that at any time or from time to time may be contracted for, charged, or
received under the laws applicable to any Lender which are presently in effect
or, to the extent allowed by law, under such applicable laws which may hereafter
be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

          "Historical Financial Statements" means as of the Closing Date, (i)
the audited consolidated financial statements of Holdings, for the Fiscal Year
ending December 31, 2003, consisting of balance sheets and the related
consolidated statements of income, stockholders' equity and cash flows for such
Fiscal Year, and (ii) the unaudited consolidated financial statements of
Holdings as at the Fiscal Quarter ending September 30, 2004, consisting of a
balance sheet and the related consolidated statements of income, stockholders'
equity and cash flows for the three-, six-or nine-month period, as applicable,
ending on such date, and, in the case of clauses (i) and (ii), certified by the
chief financial officer of Borrower that they fairly present, in all material
respects, the financial condition of Holdings and its Subsidiaries as at the


                                       13




<PAGE>


dates indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments.

          "Holdings" as defined in the preamble hereto.

          "Increased-Cost Lenders" as defined in Section 2.23.

          "Indebtedness", as applied to any Person, means, without duplication,
(i) all indebtedness for borrowed money; (ii) that portion of obligations with
respect to Capital Leases that is properly classified as a liability on a
balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services, which purchase price is (a) due more
than six months from the date of incurrence of the obligation in respect thereof
or (b) evidenced by a note or similar written instrument; (v) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person; (vi) the face
amount of any letter of credit issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings; (vii) the
direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another;
(viii) any obligation of such Person the primary purpose or intent of which is
to provide assurance to an obligee that the obligation of the obligor thereof
will be paid or discharged, or any agreement relating thereto will be complied
with, or the holders thereof will be protected (in whole or in part) against
loss in respect thereof; (ix) any liability of such Person for an obligation of
another through any agreement (contingent or otherwise) (a) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(b) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof
is as described in clause (viii) above; and (x) all obligations of such Person
in respect of any exchange traded or over the counter derivative transaction,
including, without limitation, any hedge agreement, whether entered into for
hedging or speculative purposes; provided, in no event shall obligations under
any hedge agreement be deemed "Indebtedness" for any purpose under Section 6.8.

          "Indemnified Liabilities" means, collectively, any and all
liabilities, obligations, losses, damages, penalties, claims (including
Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous
Materials), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on


                                       14




<PAGE>


common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner relating
to or arising out of (i) this Agreement or the other Credit Documents or the
transactions contemplated hereby or thereby (including the Lenders' agreement to
make Loans or the use or intended use of the proceeds thereof, or any
enforcement of any of the Credit Documents (including any sale of, collection
from, or other realization upon any of the Collateral or the enforcement of the
Guaranty)); (ii) the statements contained in the commitment letter delivered by
any Lender to Borrower with respect to the transactions contemplated by this
Agreement; or (iii) any Environmental Claim or any Release or threatened Release
of Hazardous Materials relating to or arising from, directly or indirectly, any
past or present activity, operation, land ownership, or practice of Holdings or
any of its Subsidiaries.

          "Indemnitee" as defined in Section 10.3.

          "Intercreditor Agreement" means an Intercreditor Agreement
substantially in the form of Exhibit L, as it may be amended, supplemented or
otherwise modified from time to time.

          "Interest Payment Date" means each April 1, July 1, October 1 and
January 1 of each year, commencing on April 1, 2005 through the Term Loan
Maturity Date.

          "Interest Period" means, in connection with a Eurodollar Rate Loan, an
interest period of one-, two-, three- or six-months, or such other period agreed
to by Borrower and Administrative Agent and available to each applicable Lender
as selected by Borrower in the applicable Funding Notice or
Conversion/Continuation Notice, (i) initially, commencing on the Term Loan
Funding Date or Conversion/Continuation Date thereof, as the case may be; and
(ii) thereafter, commencing on the day on which the immediately preceding
Interest Period expires; provided, (a) if an Interest Period would otherwise
expire on a day that is not a Business Day, such Interest Period shall expire on
the next succeeding Business Day unless no further Business Day occurs in such
month, in which case such Interest Period shall expire on the immediately
preceding Business Day; (b) any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall, subject to clause (c) of this definition, end on the last Business Day of
a calendar month; and (c) no Interest Period with respect to any portion of the
Term Loans shall extend beyond the Term Loan Maturity Date.

          "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate
hedging agreement or other similar agreement or arrangement, each of which is
for the purpose of hedging the interest rate exposure associated with Holdings'
and its Subsidiaries' operations and not for speculative purposes.

          "Interest Rate Determination Date" means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.


                                       15




<PAGE>


          "Investment" means (i) any direct or indirect purchase or other
acquisition by Holdings or any of its Subsidiaries of, or of a beneficial
interest in, any of the Securities of any other Person (other than a Guarantor
Subsidiary); (ii) any direct or indirect purchase or other acquisition for
value, by any Subsidiary of Holdings from any Person (other than Holdings or any
Guarantor Subsidiary), of any Capital Stock of such Person; and (iii) any direct
or indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Holdings or any of
its Subsidiaries to any other Person (other than Holdings or any Guarantor
Subsidiary), including all indebtedness and accounts receivable from that other
Person that are not current assets or did not arise from sales to that other
Person in the ordinary course of business. The amount of any Investment shall be
the original cost of such Investment plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.

          "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided, in
no event shall any corporate Subsidiary of any Person be considered to be a
Joint Venture to which such Person is a party.

          "Landlord Personal Property Collateral Access Agreement" means a
Landlord Waiver and Consent Agreement substantially in the form of Exhibit K
with such amendments or modifications as may be approved by Collateral Agent.

          "Lender" means each financial institution listed on the signature
pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement.

          "Lender Counterparty" means each Lender or any Affiliate of a Lender
counterparty to a Hedge Agreement (including any Person who is a Lender (and any
Affiliate thereof) as of the Closing Date but subsequently, whether before or
after entering into a Hedge Agreement, ceases to be a Lender) including, without
limitation, each such Affiliate that enters into a joinder agreement with
Collateral Agent.

          "Leverage Ratio" means the ratio as of the last day of any Fiscal
Quarter or other date of determination of (i) Consolidated Total Debt as of such
day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period
ending on such date (or if such date of determination is not the last day of a
Fiscal Quarter, for the four-Fiscal Quarters period ending as of the most
recently concluded Fiscal Quarter).

          "Lien" means (i) any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing and (ii) in the
case of Securities, any purchase option, call or similar right of a third party
with respect to such Securities.

          "Loan" means a Term Loan.


                                       16




<PAGE>


          "Margin Stock" as defined in Regulation U of the Board of Governors of
the Federal Reserve System as in effect from time to time.

          "Material Adverse Effect" means a material adverse effect on and/or
material adverse developments with respect to (i) the business operations,
properties, assets, condition (financial or otherwise) of Holdings and its
Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and
timely perform its Obligations; (iii) the legality, validity, binding effect or
enforceability against a Credit Party of a Credit Document to which it is a
party; or (iv) the rights, remedies and benefits available to, or conferred
upon, any Agent and any Lender or any Secured Party under any Credit Document.

          "Material Real Estate Asset" means any fee-owned Real Estate Asset
having a fair market value in excess of $1,000,000.

          "Moody's" means Moody's Investor Services, Inc.

          "Mortgage" means a Mortgage substantially in the form of Exhibit J, as
it may be amended, supplemented or otherwise modified from time to time.

          "Multiemployer Plan" means any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

          "NAIC" means The National Association of Insurance Commissioners, and
any successor thereto.

          "Narrative Report" means, with respect to the financial statements for
which such narrative report is required, a narrative report describing the
operations of Holdings and its Subsidiaries for the Fiscal Quarter or Fiscal
Year and for the period from the beginning of the then current Fiscal Year to
the end of such period to which such financial statements relate.

          "Net Asset Sale Proceeds" means, with respect to any Asset Sale, an
amount equal to: (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) received by any Credit Party from
such Asset Sale, minus (ii) any bona fide direct costs incurred in connection
with such Asset Sale, including (a) income or gains taxes payable by the seller
as a result of any gain recognized in connection with such Asset Sale, (b)
payment of the outstanding principal amount of, premium or penalty, if any, and
interest on any Indebtedness (other than the Loans) that is secured by a Lien on
the stock or assets in question and that is required to be repaid under the
terms thereof as a result of such Asset Sale and (c) a reasonable reserve for
any indemnification payments (fixed or contingent) attributable to seller's
indemnities and representations and warranties to purchaser in respect of such
Asset Sale undertaken by any Credit Party in connection with such Asset Sale.

          "Net Insurance/Condemnation Proceeds" means an amount equal to: (i)
any Cash payments or proceeds received by any Credit Party (a) under any
casualty insurance policy in respect of a covered loss thereunder occurring
after the Closing Date or (b) as a result of the taking of any assets of any
Credit Party by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such


                                       17




<PAGE>


power under threat of such a taking, minus (ii) (a) any actual and reasonable
costs incurred by any Credit Party in connection with the adjustment or
settlement of any claims of any Credit Party in respect thereof, and (b) any
bona fide direct costs incurred in connection with any sale of such assets as
referred to in clause (i)(b) of this definition, including income taxes payable
as a result of any gain recognized in connection therewith.

          "Non-Credit Party" means each Subsidiary of Holdings, other than
Guarantor Subsidiaries.

          "Non-US Lender" as defined in Section 2.20(c).

          "Note" means a Term Note.

          "Notice" means a Funding Notice, or a Conversion/ Continuation Notice.

          "Obligations" means all obligations of every nature of each Credit
Party from time to time owed to the Agents (including former Agents hereunder),
the Lenders or any of them and Lender Counterparties, under any Credit Document
or Hedge Agreement (including, without limitation, with respect to a Hedge
Agreement, obligations owed thereunder to any person who was a Lender or an
Affiliate of a Lender at the time such Hedge Agreement was entered into),
whether for principal, interest (including interest which, but for the filing of
a petition in bankruptcy with respect to such Credit Party, would have accrued
on any Obligation, whether or not a claim is allowed against such Credit Party
for such interest in the related bankruptcy proceeding), payments for early
termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

          "Obligee Guarantor" as defined in Section 7.7.

          "Offer" as defined in Section 2.13.

          "Offer Loans" as defined in Section 2.13.

          "Organizational Documents" means (i) with respect to any corporation,
its certificate or articles of incorporation or organization, as amended, and
its by-laws, as amended, (ii) with respect to any limited partnership, its
certificate of limited partnership, as amended, and its partnership agreement,
as amended, (iii) with respect to any general partnership, its partnership
agreement, as amended, and (iv) with respect to any limited liability company,
its articles of organization, as amended, and its operating agreement, as
amended. In the event any term or condition of this Agreement or any other
Credit Document requires any Organizational Document to be certified by a
secretary of state or similar governmental official, the reference to any such
"Organizational Document" shall only be to a document of a type customarily
certified by such governmental official.

          "Outstanding" means as to (i) any equity investment, means the
original amount of such Investment, minus all cash returns thereon, including
without limitation cash dividends and similar payments, redemptions and returns
of capital, (ii) any Indebtedness, means the outstanding principal balance
thereof, and (iii) any guaranty of Indebtedness, the outstanding principal
balance of such Indebtedness.


                                       18




<PAGE>


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

          "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

          "Permitted Acquisition" means any acquisition by Borrower or any of
its Subsidiaries, whether by purchase, merger or otherwise, of all or
substantially all of the assets of, the Capital Stock of, or a business line or
unit or a division of, any Person; provided,

               (i) immediately prior to, and after giving effect thereto, no
     Default or Event of Default shall have occurred and be continuing or would
     result therefrom;

               (ii) all transactions in connection therewith shall be
     consummated, in all material respects, in accordance with all applicable
     laws and in conformity with all applicable Governmental Authorizations;

               (iii) in the case of the acquisition of Capital Stock, all of the
     Capital Stock (except for any such Securities in the nature of directors'
     qualifying shares required pursuant to applicable law) acquired or
     otherwise issued by such Person or any newly formed Subsidiary of Borrower
     in connection with such acquisition shall be owned by Borrower or a
     Guarantor Subsidiary thereof, and Borrower shall have taken, or caused to
     be taken, as of the date such Person becomes a Subsidiary of Borrower, each
     of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

               (iv) Holdings and its Subsidiaries shall be in compliance with
     the financial covenant set forth in Section 6.8 on a pro forma basis after
     giving effect to such acquisition as of the last day of the Fiscal Quarter
     most recently ended, (as determined in accordance with Section 6.8(b));

               (v) Borrower shall have delivered to Administrative Agent (A) at
     least five (5) Business Days prior to any proposed acquisition which has
     consideration of less than $5,000,000 or (B) at least ten (10) Business
     Days prior to such proposed acquisition with respect to all other
     acquisitions (in each case subject to a lesser period as may be approved by
     the Agents), a Compliance Certificate evidencing compliance with Section
     6.8 as required under clause (iv) above, together with all relevant
     financial information with respect to such acquired assets, including,
     without limitation, the aggregate consideration for such acquisition and
     any other information required to demonstrate compliance with Section 6.8;
     and

               (vi) any Person or assets or division as acquired in accordance
     herewith shall be in the businesses or lines of businesses that satisfy the
     requirements of Section 6.13.

          "Permitted Holders" means those holders of Holdings' Capital Stock
listed on Schedule 1.1(b).

          "Permitted Liens" means each of the Liens permitted pursuant to
Section 6.2.


                                       19




<PAGE>


          "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.

          "Phase I Report" means, with respect to any Facility, a report that
(i) conforms to the ASTM Standard Practice for Environmental Site Assessments:
Phase I Environmental Site Assessment Process, E 1527 or, if reasonably
requested by the Administrative Agent, the USEPA's standards for all appropriate
inquiry, (ii) was conducted no more than six months prior to the date such
report is required to be delivered hereunder, by one or more environmental
consulting firms reasonably satisfactory to Administrative Agent, (iii) includes
an assessment (based on visual inspection and designed to assess generally
whether material asbestos risks or liabilities exist) of asbestos containing
materials at such Facility, (iv) is accompanied by (a) an estimate of the
reasonable worst-case cost of investigating and remediating any Release or
threatened Release of Hazardous Materials giving rise to an actual or potential
material violation of any Environmental Law or any environmental condition that
could reasonably likely give rise to a material Environmental Claim, and (b) if
reasonably requested by the Administrative Agent, a review of environmental
compliance, designed to assess whether Holdings or any of its Subsidiaries (as
the case may be) is in material compliance with Environmental Laws and an
estimate of the cost of rectifying any non compliance with current Environmental
Laws identified therein and the cost of compliance with reasonably anticipated
future Environmental Laws identified therein. All Phase I Reports shall
expressly specify that the report may be relied on by the Administrative Agent
and the Lenders or the Administrative Agent shall have received a letter so
stating in form and substance reasonably satisfactory to the Administrative
Agent.

          "Pledge and Security Agreement" means the Pledge and Security
Agreement to be executed by Borrower and each Guarantor substantially in the
form of Exhibit I, as it may be amended, supplemented or otherwise modified from
time to time.

          "Prime Rate" means the rate of interest quoted in The Wall Street
Journal, Money Rates Section as the Prime Rate (currently defined as the base
rate on corporate loans posted by at least 75% of the nation's thirty (30)
largest banks), as in effect from time to time. The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. Administrative Agent or any other Lender may make commercial
loans or other loans at rates of interest at, above or below the Prime Rate.

          "Principal Office" means, for the Administrative Agent, such Person's
"Principal Office" as set forth on Appendix B, or such other office or office of
a third party or sub-agent, as appropriate, as such Person may from time to time
designate in writing to Borrower, Administrative Agent and each Lender.

          "Projections" as defined in Section 4.8.

          "Pro Rata Share" means with respect to each Lender, the percentage
obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure of
that Lender, by (B) an amount equal to the sum of the aggregate Term Loan
Exposure of all Lenders.


                                       20




<PAGE>


          "Real Estate Asset" means, at any time of determination, any fee
interest then owned by any Credit Party in any real property.

          "Register" as defined in Section 2.7(b).

          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Related Fund" means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

          "Release" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into environment (including the
abandonment or disposal of any barrels, containers or other closed receptacles
containing any Hazardous Material), including the movement of any Hazardous
Material through the air, soil, surface water or groundwater.

          "Replacement Lender" as defined in Section 2.23.

          "Requisite Lenders" means at any time of determination, Lenders
holding more than 50% of the aggregate Term Loan Exposure.

          "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Holdings or Borrower now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class; (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Holdings or Borrower now or hereafter outstanding; (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of stock of Holdings or Borrower now
or hereafter outstanding; and (iv) management or similar fees payable to
Permitted Holders or any of their respective Affiliates.

          "S&P" means Standard & Poor's Ratings Group, a division of The McGraw
Hill Corporation.

          "Second Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted
Lien.

          "Secured Parties" has the meaning assigned to that term in the Pledge
and Security Agreement.

          "Securities" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in


                                       21




<PAGE>


temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

          "Settlement Confirmation" as defined in Section 10.6(b).

          "Settlement Service" as defined in Section 10.6(d).

          "Solvency Certificate" means a Solvency Certificate of the chief
financial officer of Holdings substantially in the form of Exhibit G-2.

          "Solvent" means, with respect to any Credit Party, that as of the date
of determination, both (i) (a) the sum of such Credit Party's debt (including
contingent liabilities) does not exceed the present fair saleable value of such
Credit Party's present assets; (b) such Credit Party's capital is not
unreasonably small in relation to its business as contemplated on the Closing
Date and reflected in the Projections or with respect to any transaction
contemplated or undertaken after the Closing Date; and (c) such Person has not
incurred and does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as they
become due (whether at maturity or otherwise); and (ii) such Person is "solvent"
within the meaning given that term and similar terms under applicable laws
relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities
meet the criteria for accrual under Statement of Financial Accounting Standard
No. 5.)

          "Subject Transaction" as defined in Section 6.8(d).

          "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof; provided, in determining the percentage of ownership interests of any
Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding.

          "Syndication Agent" as defined in the preamble hereto.

          "Tax" means any present or future tax, levy, impost, duty, assessment,
charge, fee, deduction or withholding of any nature and whatever called, by any
Governmental Authority, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; provided, "Tax on the overall net income" of a Person
shall be construed as a reference to a tax imposed on net income (including
franchise tax, profits tax and similar taxes imposed in lieu


                                       22




<PAGE>


thereof) by the jurisdiction in which that Person is organized or in which that
Person's applicable office (and/or, in the case of a Lender, its lending office)
is located or in which that Person (and/or, in the case of a Lender, its lending
office) is deemed to be doing business (unless the activities comprising such
business consist solely of entering into this Agreement and receiving payments
hereunder) on all or part of the net income, profits or gains (whether
worldwide, or only insofar as such income, profits or gains are considered to
arise in or to relate to a particular jurisdiction, or otherwise) of that Person
(and/or, in the case of a Lender, its lending office).

          "Term Loan" means a Term Loan made by a Lender to Borrower pursuant to
Section 2.1(a)(i).

          "Term Loan Commitment" means the commitment of a Lender to make or
otherwise fund a Term Loan and "Term Loan Commitments" means such commitments of
all Lenders in the aggregate. The amount of each Lender's Term Loan Commitment,
if any, is set forth on Appendix A or in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date
is $135,000,000.

          "Term Loan Exposure" means, with respect to any Lender, as of any date
of determination, the outstanding principal amount of the Term Loans of such
Lender; provided, at any time prior to the making of the Term Loans, the Term
Loan Exposure of any Lender shall be equal to such Lender's Term Loan
Commitment.

          "Term Loan Funding Date" means the date on or before the date which is
thirty (30) days following the Closing Date.

          "Term Loan Maturity Date" means the earlier of (i) the seventh
anniversary of the Closing Date, and (ii) the date that all Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise.

          "Term Loan Note" means a promissory note in the form of Exhibit B-1,
as it may be amended, supplemented or otherwise modified from time to time.

          "Title Policy" as defined in Section 3.1(i).

          "Transaction Costs" means the fees, costs and expenses payable by
Holdings, Borrower or any of Borrower's Subsidiaries on or before the Closing
Date in connection with the transactions contemplated by the Credit Documents.

          "Type of Loan" means either a Base Rate Loan or a Eurodollar Rate
Loan.

          "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

          "Unadjusted Eurodollar Rate Component" means that component of the
interest costs to Borrower in respect of a Eurodollar Rate Loan that is based
upon the rate obtained pursuant to clause (i) of the definition of Adjusted
Eurodollar Rate.


                                       23




<PAGE>


     1.2. Accounting Terms. Except as otherwise expressly provided herein, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Holdings to Lenders pursuant to Section 5.1(a),
5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(e), if applicable). Subject to the
foregoing, calculations in connection with the definitions, covenants and other
provisions hereof shall utilize accounting principles and policies in conformity
with those used to prepare the Historical Financial Statements.

     1.3. Interpretation, etc. Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference. References herein to any Section, Appendix, Schedule or Exhibit
shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may
be, hereof unless otherwise specifically provided. The use herein of the word
"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not no limiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS AND LETTERS OF CREDIT

     2.1. Term Loans.

          (a) Loan Commitments. Subject to the terms and conditions hereof, each
Lender severally agrees to make, on the Term Loan Funding Date, a Term Loan to
the Borrower in an amount equal to such Lender's Term Loan Commitment. Borrower
may make only one borrowing under the Term Loan Commitment which shall be on the
Term Loan Funding Date. Any amount borrowed under this Section 2.1(a) and
subsequently repaid or prepaid may not be reborrowed. Subject to Sections
2.13(a) and 2.14, all amounts owed hereunder with respect to the Term Loans
shall be paid in full no later than the Term Loan Maturity Date. Each Lender's
Term Loan Commitment shall terminate immediately and without further action on
the Term Loan Funding Date after giving effect to the funding of such Lender's
Term Loan Commitment on such date.

          (b) Borrowing Mechanics for Term Loans.

               (i) Borrower shall deliver to Administrative Agent a fully
     executed Funding Notice no later than (y) three Business Days prior to the
     Term Loan Funding Date in the case of Term Loans which are Eurodollar Rate
     Loans and (z) one Business Day prior to the Term Loan Funding Date in the
     case of Term Loans which are Base Rate Loans. Promptly upon receipt by
     Administrative Agent of such notice, Administrative Agent shall notify each
     Lender of the proposed borrowing.


                                       24




<PAGE>


               (ii) Each Lender shall make its Term Loan available to
     Administrative Agent not later than 12:00 p.m. (New York City time) on the
     Term Loan Funding Date, by wire transfer of same day funds in Dollars, at
     the Principal office designated by Administrative Agent. Upon satisfaction
     or waiver of the conditions precedent specified herein, Administrative
     Agent shall make the proceeds of the Term Loans available to the Borrower
     on the Term Loan Funding Date by causing an amount of same day funds in
     Dollars equal to the proceeds of all such Loans received by Administrative
     Agent from Lenders to be credited to the account of the Borrower at the
     Principal Office designated by Administrative Agent or to such other
     account as may be designated in writing to Administrative Agent by the
     Borrower.

     2.2. [Reserved].

     2.3. [Reserved].

     2.4. [Reserved].

     2.5. Pro Rata Shares; Availability of Funds.

          (a) Pro Rata Shares. All Loans shall be made, and all participations
purchased, by Lenders simultaneously and proportionately to their respective Pro
Rata Shares, it being understood that no Lender shall be responsible for any
default by any other Lender in such other Lender's obligation to make a Loan
requested hereunder or purchase a participation required hereby nor shall any
Term Loan Commitment of any Lender be increased or decreased as a result of a
default by any other Lender in such other Lender's obligation to make a Loan
requested hereunder or purchase a participation required hereby.

          (b) Availability of Funds. Unless Administrative Agent shall have been
notified by any Lender prior to the Term Loan Funding Date that such Lender does
not intend to make available to Administrative Agent the amount of such Lender's
Loan requested on the Term Loan Funding Date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on the
Term Loan Funding Date and Administrative Agent may, in its sole discretion, but
shall not be obligated to, make available to the Borrower a corresponding amount
on the Term Loan Funding Date. If such corresponding amount is not in fact made
available to Administrative Agent by such Lender, Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
together with interest thereon, for each day from the Term Loan Funding Date
until the date such amount is paid to Administrative Agent, at the customary
rate set by Administrative Agent for the correction of errors among banks for
three Business Days and thereafter at the Base Rate. If such Lender does not pay
such corresponding amount forthwith upon Administrative Agent's demand therefor,
Administrative Agent shall promptly notify the Borrower and the Borrower shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from the Term Loan Funding Date until the date
such amount is paid to Administrative Agent, at the rate payable hereunder for
Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be
deemed to relieve any Lender from its obligation to fulfill its Term Loan
Commitments hereunder or to prejudice any rights that the Borrower may have
against any Lender as a result of any default by such Lender hereunder.


                                       25




<PAGE>


     2.6. Use of Proceeds. The proceeds of the Term Loans on the Term Loan
Funding Date, together with the proceeds of First Lien Loans made on the Closing
Date and the Term Loan Funding Date, shall be applied by the Borrower to (i)
fund employee pension liability in an aggregate amount not less than $35,000,000
with the proceeds of the First Lien Loans, (ii) repay or retire Existing
Indebtedness and all or any portion of the Revolving Loans under the First Lien
Credit Agreement, (iii) make payments or dividends with respect to preferred and
common stock of Holdings and (iv) pay Transaction Costs. No portion of the
proceeds of any Term Loan shall be used in any manner that causes or might cause
such Term Loan or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors of the Federal Reserve
System or any other regulation thereof or to violate the Exchange Act.

     2.7. Evidence of Debt; Register; Lenders' Books and Records; Notes.

          (a) Lenders' Evidence of Debt. Each Lender shall maintain on its
internal records an account or accounts evidencing the Obligations of the
Borrower to such Lender, including the amounts of the Loans made by it and each
repayment and prepayment in respect thereof. Any such recordation shall be
conclusive and binding on the Borrower, absent manifest error; provided, that
the failure to make any such recordation, or any error in such recordation,
shall not affect the Borrower's Obligations in respect of any applicable Loans;
and provided further, in the event of any inconsistency between the Register and
any Lender's records, the recordations in the Register shall govern.

          (b) Register. Administrative Agent (or its agent or sub-agent
appointed by it) shall maintain at the Principal Office a register for the
recordation of the names and addresses of Lenders and Loans of each Lender from
time to time (the "Register"). The Register, as in effect at the close of
business on the preceding Business Day, shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice. Administrative Agent shall record, or shall cause to be
recorded, in the Register the Loans in accordance with the provisions of Section
10.6, and each repayment or prepayment in respect of the principal amount of the
Loans, and any such recordation shall be conclusive and binding on the Borrower
and each Lender, absent manifest error; provided, failure to make any such
recordation, or any error in such recordation, shall not affect any of the
Borrower's Obligations in respect of any Loan. The Borrower hereby designates
GSCP to serve as each of the Borrower's agent solely for purposes of maintaining
the Register as provided in this Section 2.7, and the Borrower hereby agree
that, to the extent GSCP serves in such capacity, GSCP and its officers,
directors, employees, agents, sub-agents and affiliates shall constitute
"Indemnitees."

          (c) Notes. If so requested by any Lender by written notice to the
Borrower (with a copy to Administrative Agent) at least two Business Days prior
to the Closing Date, or at any time thereafter, the Borrower shall execute and
deliver to such Lender (and/or, if applicable and if so specified in such
notice, to any Person who is an assignee of such Lender pursuant to Section
10.6) on the Closing Date (or, if such notice is delivered after the Closing
Date, promptly after Borrower's receipt of such notice) a Note or Notes to
evidence such Lender's Term Loan.

     2.8. Interest on Loans.


                                       26




<PAGE>


          (a) Except as otherwise set forth herein, each Class of Loan shall
bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof as follows:

               (i) if a Base Rate Loan, at the Base Rate plus the Applicable
          Margin; or

               (ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate
          plus the Applicable Margin.

          (b) The basis for determining the rate of interest with respect to any
Loan and the Interest Period with respect to any Eurodollar Rate Loan, shall be
selected by Borrower and notified to Administrative Agent and Lenders pursuant
to the applicable Funding Notice or Conversion/Continuation Notice, as the case
may be. If on any day a Loan is outstanding with respect to which a Funding
Notice or Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.

          (c) In connection with Eurodollar Rate Loans there shall be no more
than five (5) Interest Periods outstanding at any time with respect to the Term
Loans. In the event Borrower fails to specify between a Base Rate Loan or a
Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation
Notice, such Loan (if outstanding as a Eurodollar Rate 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). In the event Borrower fails to specify an Interest Period for any
Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation
Notice, Borrower shall be deemed to have selected an Interest Period of one
month. As soon as practicable after 10:00 a.m. (New York City time) on each
Interest Rate Determination Date, Administrative Agent shall determine (which
determination shall, absent manifest error, be final, conclusive and binding
upon all parties) the interest rate that shall apply to the Eurodollar Rate
Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to Borrower and each Lender.

          (d) Interest payable pursuant to Section 2.8(a) shall be computed (i)
in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a
360-day year, in each case for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided, if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.


                                       27




<PAGE>


          (e) Except as otherwise set forth herein, interest on each Loan (i)
with respect to Term Loans, shall accrue on a daily basis on and to the April
1st, July 1st, October 1st and January 1st most recently ended prior to such
payment date and shall be payable in arrears on each Interest Payment Date; (ii)
shall accrue on a daily basis and shall be payable in arrears upon any
prepayment of Term Loans, whether voluntary or mandatory, to the extent accrued
on the amount being prepaid; and (iii) shall accrue on a daily basis and shall
be payable in arrears at maturity of the Loans, including final maturity of the
Loans; provided, however, with respect to any voluntary prepayment of a Base
Rate Loan, accrued interest shall instead be payable on the applicable Interest
Payment Date.

     2.9. Conversion/Continuation.

          (a) Subject to Section 2.18 and so long as no Default or Event of
Default shall have occurred and then be continuing, Borrower shall have the
option:

               (i) to convert at any time all or any part of any Term Loan equal
     to $500,000 and integral multiples of $100,000 in excess of that amount
     from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate
     Loan may only be converted on the expiration of the Interest Period
     applicable to such Eurodollar Rate Loan unless Borrower shall pay all
     amounts due under Section 2.18 in connection with any such conversion; or

               (ii) upon the expiration of any Interest Period applicable to any
     Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
     $500,000 and integral multiples of $100,000 in excess of that amount as a
     Eurodollar Rate Loan.

          (b) Borrower shall deliver a Conversion/Continuation Notice to
Administrative Agent no later than 10:00 a.m. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Borrower shall be bound to effect a conversion or continuation in accordance
therewith.

     2.10. Default Interest. Upon the occurrence and during the continuance of
an Event of Default, the principal amount of all Loans outstanding and, to the
extent permitted by applicable law, any overdue interest payments on the Loans
or any fees or other amounts owed hereunder, shall thereafter bear interest
(including post-petition interest in any proceeding under the Bankruptcy Code or
other applicable bankruptcy laws) payable on demand at a rate that is 2% per
annum in excess of the interest rate otherwise payable hereunder with respect to
the applicable Loans (or, in the case of any such fees and other amounts, at a
rate which is 2% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans,
upon the expiration of the Interest Period in effect at the time any such
increase in interest rate is effective such Eurodollar Rate Loans shall
thereupon become Base Rate Loans and shall thereafter bear interest payable upon
demand at a rate which


                                       28




<PAGE>


is 2% per annum in excess of the interest rate otherwise payable hereunder for
Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this Section 2.10 is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Administrative Agent or any Lender.

     2.11. Fees.

     Borrower agrees to pay to Agents such other fees in the amounts and at the
times separately agreed upon.

     2.12. Repayment.

          (a) Repayment. Borrower shall repay the entire principal amount of the
outstanding Term Loans, together with all other amounts owed hereunder with
respect thereto, on the Term Loan Maturity Date

     2.13. Voluntary Prepayments.

          (a) Voluntary Prepayments.

               (i) Subject to the terms of Section 2.13(d) below, so long as no
amounts are outstanding under the First Lien Credit Agreement (or any permitted
refinancings or replacements thereof) and all commitments thereunder have been
terminated and all letters of credit issued thereunder shall have been
terminated or fully cash collateralized or backstopped, or is otherwise
consented to by requisite lenders under the First Lien Credit Agreement (or
permitted refinancings or replacements thereof) Borrower may:

                         (1) with respect to Base Rate Loans, Borrower may
          prepay any such Loans on any Business Day in whole or in part, in an
          aggregate minimum amount of $1,000,000 and integral multiples of
          $500,000 in excess of that amount; and

                         (2) with respect to Eurodollar Rate Loans, Borrower may
          prepay any such Loans on any Business Day in whole or in part in an
          aggregate minimum amount of $1,000,000 and integral multiples of
          $500,000 in excess of that amount.

               (ii) All such prepayments shall be made:

                         (1) upon not less than one Business Day's prior written
          or telephonic notice in the case of Base Rate Loans; and

                         (2) upon not less than three Business Days' prior
          written or telephonic notice in the case of Eurodollar Rate Loans.

in each case given to Administrative Agent by 12:00 p.m. (New York City time) on
the date required and, if given by telephone, promptly confirmed in writing to
Administrative Agent (and


                                       29




<PAGE>


Administrative Agent will promptly transmit such telephonic or original notice
for Term Loans by telefacsimile or telephone to each Lender). Upon the giving of
any such notice, the principal amount of the Loans specified in such notice
shall become due and payable on the prepayment date specified therein. Any such
voluntary prepayment shall be applied in accordance with Section 2.15(a).

          (b) [Reserved].

          (c) Certain Permitted Term Loan Repurchases.

               Notwithstanding anything to the contrary contained in this
Section 2.13 or any other provision of this Agreement, so long as (i) there is
no Default, (ii) there is no Event of Default, (iii) no Default or Event of
Default would result therefrom, and (iv) no amounts are outstanding under the
First Lien Credit Agreement (or permitted refinancings or replacements thereof),
all commitments thereunder have been terminated and all letters of credit issued
thereunder shall have been terminated or fully cash collateralized or
backstopped, or is otherwise consented to by requisite lenders under the First
Lien Credit Agreement (or permitted refinancings or replacements thereof),
Borrower may repurchase outstanding Term Loans on the following basis:

               (i) Borrower may repurchase all or any portion of the Term Loans
     of one or more Lenders pursuant to an Assignment Agreement, between
     Borrower and such Lender or Lenders in an aggregate principal amount not to
     exceed (y) 10% of the initial aggregate principal amount of Term Loans with
     respect to all such repurchases pursuant to this clause (i) and (z)
     $10,000,000 in any Fiscal Year; provided that, with respect to such
     repurchases, Borrower shall simultaneously provide a copy of such
     Assignment Agreement and any other agreements between Borrower and such
     Lender with respect to such repurchase to Administrative Agent;

               (ii) In addition, Borrower may make one or more offers (each, an
     "Offer") to repurchase all or any portion of the Term Loans (such Term
     Loans, the "Offer Loans") of Lenders, provided, (A) Borrower delivers a
     notice of such Offer to Administrative Agent and all Lenders no later than
     noon (New York City time) at least five Business Days in advance of a
     proposed consummation date of such Offer indicating (1) the last date on
     which such Offer may be accepted, (2) the maximum dollar amount of the
     Offer, (3) the repurchase price per dollar of principal amount of such
     Offer Loans at which Borrower is willing to repurchase the Offer Loans and
     (4) the instructions, consistent with this Section 2.13(c) with respect to
     the Offer (which shall be reasonably acceptable to Borrower and
     Administrative Agent), that a Lender must follow in order to have its Offer
     Loans repurchased; (B) the maximum dollar amount of the Offer shall be no
     less than an aggregate $1,000,000; (C) Borrower shall hold the Offer open
     for a minimum period of two Business Days; (D) a Lender who elects to
     participate in the Offer may choose to tender all or part of such Lender's
     Offer Loans; and (E) the Offer shall be made to Lenders holding the Offer
     Loans on a pro rata basis in accordance with their Pro Rata Shares;
     provided, further that, if any Lender elects not to participate in the
     Offer, either in whole or in part, the amount of such Lender's Offer Loans
     not being


                                       30




<PAGE>


     tendered shall be excluded in calculating the pro rata amount applicable to
     the balance of such Offer Loans;

               (iii) With respect to all repurchases made by Borrower pursuant
     to this Section 2.13(c), (A) Borrower shall pay all accrued and unpaid
     interest, if any, on the repurchased Term Loans to the date of repurchase
     of such Term Loans (B) Borrower shall have provided to all Lenders all
     information that, together with any previously provided information, would
     satisfy the requirements of Rule 10b-5 of the Exchange Act with respect to
     an offer by Borrower to repurchase securities registered under the
     Securities Act of 1933 (whether or not such securities are outstanding) as
     if such offer was being made as of the date of such repurchase of Term
     Loans from a Lender and (C) such repurchases shall not be deemed to be
     voluntary prepayments pursuant to this Section 2.13, Section 2.15 or 2.16
     hereunder except that the amount of the Loans so repurchased shall be
     applied on a pro rata basis to reduce the scheduled remaining Installments
     of principal on such Term Loan; and

               (iv) Following repurchase by Borrower pursuant to this Section
     2.13(c), the Term Loans so repurchased shall be deemed cancelled for all
     purposes and no longer outstanding (and may not be resold by Borrower), for
     all purposes of this Agreement and all other Credit Documents, including,
     but not limited to (A) the making of, or the application of, any payments
     to the Lenders under this Agreement or any other Credit Document, (B) the
     making of any request, demand, authorization, direction, notice, consent or
     waiver under this Agreement or any other Credit Document or (C) the
     determination of Requisite Lenders, or for any similar or related purpose,
     under this Agreement or any other Credit Document. Any payment made by
     Borrower in connection with a repurchase permitted by this Section 2.13(c)
     shall not be subject to the provisions of either Section 2.16(a) or Section
     2.17. Failure by Borrower to make any payment to a Lender required by an
     agreement permitted by this Section 2.13(c) shall not constitute an Event
     of Default under Section 8.1(a).

Notwithstanding any of the provisions set forth in this Agreement to the
contrary, Borrower, the Lenders and Agents hereby agree that nothing in this
Agreement shall be understood to mean or suggest that the Term Loans constitute
"securities" for purposes of either the Securities Act or the Exchange Act.

          (d) Term Loan Call Protection. In the event that the Term Loans are
prepaid or repaid in whole or in part pursuant to Section 2.13(a) (or pursuant
to a refinancing with Indebtedness not permitted to be incurred pursuant to
Section 6.1), prior to the second anniversary of the Closing Date, the Borrower
shall pay to Lenders having Term Loan Exposure a prepayment premium on the
amount so prepaid or repaid as follows: (i) 2.00% if such repayment occurs on or
prior to the first anniversary of the Closing Date and (ii) 1.00% if such
repayment occurs after the first anniversary of the Closing Date but on or
before the second anniversary of the Closing Date.


                                       31




<PAGE>


     2.14. Mandatory Prepayments.

          (a) Asset Sales. No later than the first Business Day following the
date of receipt by any Credit Party of any Net Asset Sale Proceeds, the Borrower
shall prepay the Loans as set forth in Section 2.15(a) in an aggregate amount
equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event
of Default shall have occurred and be continuing, Borrower shall have the
option, directly or through one or more of its Subsidiaries, to invest Net Asset
Sale Proceeds (in an aggregate amount not to exceed $3,000,000 of such proceeds
received by a Credit Party in any Fiscal Year) within three hundred sixty-five
days of receipt thereof in long-term assets of the general type used in the
business of Borrower and its Subsidiaries and Permitted Acquisitions and
provided further, that any such Net Asset Sale Proceeds not so reinvested within
365 days of receipt thereof shall be applied to prepay the Loans as set forth
herein.

          (b) Insurance/Condemnation Proceeds. No later than the first Business
Day following the date of receipt by any Credit Party, or Administrative Agent
as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall
prepay the Loans as set forth in Section 2.15(a) in an aggregate amount equal to
such Net Insurance/Condemnation Proceeds; provided, so long as no Default or
Event of Default shall have occurred and be continuing, Borrower shall have the
option, directly or through one or more of its Subsidiaries to invest such Net
Insurance/Condemnation Proceeds within three hundred sixty-five days of receipt
thereof in long term assets of the general type used in the business of Holdings
and its Subsidiaries, which investment may include the repair, restoration or
replacement of the applicable assets thereof and provided further, that any such
Net Insurance/Condemnation Proceeds not so reinvested within 365 days of receipt
thereof shall be applied to prepay the Loans as set forth herein.

          (c) Issuance of Equity Securities. On the date of receipt by Holdings
of any Cash proceeds from a capital contribution to, or the issuance of any
Capital Stock of, Holdings (other than pursuant to (i) any employee stock or
stock option compensation plan and (ii) the exercise of warrants payable in cash
in an amount not to exceed $5,000,000 in any Fiscal Year and $10,000,000 in the
aggregate from the Closing Date through the applicable date of determination),
the Borrower shall prepay the Loans as set forth in Section 2.15(a) in an
aggregate amount equal to 50% of such proceeds, net of underwriting discounts
and commissions and other reasonable costs and expenses associated therewith,
including reasonable legal fees and expenses; provided, on any date that the
Leverage Ratio (determined for any such period by reference to the most recent
Compliance Certificate delivered pursuant to Section 5.1(d) calculating the
Leverage Ratio) shall be (i) 3.00:1.00 or less, the Borrower shall only be
required to make the prepayments and/or reductions otherwise required hereby in
an amount equal to 25% of such net proceeds and (ii) 2.00:1.00 or less, the
Borrower shall not be required to make the prepayments and/or reductions
otherwise required hereby.

          (d) Issuance of Debt. On the date of receipt by Holdings or any of its
Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of
Holdings or any of its Subsidiaries (other than with respect to any Indebtedness
permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the
Loans as set forth in Section 2.15(a) in an aggregate amount equal to 100% of
such proceeds, net of underwriting discounts and commissions and


                                       32




<PAGE>


other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses.

          (e) Consolidated Excess Cash Flow. In the event that there shall be
Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal
Year ending December 31, 2005), the Borrower shall, no later than ninety days
after the end of such Fiscal Year, prepay the Loans as set forth in Section
2.15(a) in an aggregate amount equal to 50% of such Consolidated Excess Cash
Flow; provided, on any date that the Leverage Ratio (determined for any such
period by reference to the most recent Compliance Certificate delivered pursuant
to Section 5.1(d) calculating the Leverage Ratio) shall be (i) 3.00:1.00 or
less, Borrower shall only be required to make the prepayments and/or reductions
otherwise required hereby in an amount equal to 25% of such Consolidated Excess
Cash Flow and (ii) 2.00:1.00 or less, the Borrower shall not be required to make
the prepayments and/or reductions otherwise required hereby.

          (f) [Reserved].

          (g) Prepayment Certificate. Concurrently with any prepayment of the
Loans pursuant to Sections 2.14(a) through 2.14(e), Borrower shall deliver to
Administrative Agent a certificate of an Authorized Officer demonstrating the
calculation of the amount of the applicable net proceeds or Consolidated Excess
Cash Flow, as the case may be. In the event that Borrower shall subsequently
determine that the actual amount received exceeded the amount set forth in such
certificate, Borrower shall promptly make an additional prepayment of the Loans
in an amount equal to such excess, and Borrower shall concurrently therewith
deliver to Administrative Agent a certificate of an Authorized Officer
demonstrating the derivation of such excess.

          (h) Restrictions on Prepayments. Notwithstanding the foregoing
provisions of this Section 2.14, no mandatory prepayment of the Term Loans,
unless otherwise consented to by requisite lenders under the First Lien Credit
Agreement (or permitted refinancings or replacements thereof), shall be made
pursuant to this Section 2.14 to the extent that such net proceeds or
Consolidated Excess Cash Flow, as the case may be, are applied to prepay amounts
outstanding under the First Lien Credit Agreement (or permitted refinancings or
replacements thereof) and to permanently reduce commitments as required
thereunder.

     2.15. Application of Prepayments.

          (a) Application of Prepayments. Any prepayment of any Loan pursuant to
Section 2.13(a) or Sections 2.14(a) through 2.14(e) shall be applied to prepay
the Term Loans on a pro rata basis.

          (b) Application of Prepayments of Loans to Base Rate Loans and
Eurodollar Rate Loans. Any prepayment of Term Loans shall be applied first to
Base Rate Loans to the full extent thereof before application to Eurodollar Rate
Loans, in each case in a manner which minimizes the amount of any payments
required to be made by Borrower pursuant to Section 2.18(c).

          (c) Waivable Mandatory Prepayment. Anything contained herein to the
contrary notwithstanding, in the event Borrower is required to make any
mandatory prepayment (a


                                       33




<PAGE>


"Waivable Mandatory Prepayment") of the Term Loans, not less than three Business
Days prior to the date (the "Required Prepayment Date") on which Borrower is
required to make such Waivable Mandatory Prepayment, Borrower shall notify
Administrative Agent of the amount of such prepayment, and Administrative Agent
will promptly thereafter notify each Lender holding an outstanding Term Loan of
the amount of such Lender's Pro Rata Share of such Waivable Mandatory Prepayment
and such Lender's option to refuse such amount. Each such Lender may exercise
such option by giving written notice to Borrower and Administrative Agent of its
election to do so on or before the first Business Day prior to the Required
Prepayment Date (it being understood that any Lender which does not notify
Borrower and Administrative Agent of its election to exercise such option on or
before the first Business Day prior to the Required Prepayment Date shall be
deemed to have elected, as of such date, not to exercise such option). On the
Required Prepayment Date, Borrower shall pay to Administrative Agent the amount
of the Waivable Mandatory Prepayment in an amount equal to that portion of the
Waivable Mandatory Prepayment payable to those Lenders that have elected not to
exercise such option, which amount shall be applied to prepay the Term Loans of
such Lenders (which prepayment shall be applied to the scheduled Installments of
principal of the Term Loans in accordance with Section 2.15(a)) and the balance
thereof otherwise payable to those Lenders that have elected to exercise such
option the Borrower may apply for its general corporate purposes.

     2.16. General Provisions Regarding Payments.

          (a) All payments by Borrower of principal, interest, fees and other
Obligations shall be made in Dollars in same day funds, without defense, setoff
or counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due at the Principal Office designated by Administrative Agent for the account
of Lenders; for purposes of computing interest and fees, funds received by
Administrative Agent after that time on such due date shall be deemed to have
been paid by Borrower on the next succeeding Business Day.

          (b) All payments in respect of the principal amount of any Loan shall
be accompanied by payment of accrued interest on the principal amount being
repaid or prepaid.

          (c) Administrative Agent (or its agent or sub-agent appointed by it)
shall promptly distribute to each Lender at such address as such Lender shall
indicate in writing, such Lender's applicable Pro Rata Share of all payments and
prepayments of principal and interest due hereunder, together with all other
amounts due thereto, including, without limitation, all fees payable with
respect thereto, to the extent received by Administrative Agent.

          (d) Notwithstanding the foregoing provisions hereof, if any
Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

          (e) Whenever any payment to be made hereunder with respect to any Loan
shall be stated to be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day.


                                       34




<PAGE>


          (f) Borrower hereby authorizes Administrative Agent to charge
Borrower's accounts with Administrative Agent in order to cause timely payment
to be made to Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose).

          (g) Administrative Agent shall deem any payment by or on behalf of
Borrower hereunder that is not made in same day funds prior to 2:00 p.m. (New
York City time) to be a non-conforming payment. Any such payment shall not be
deemed to have been received by Administrative Agent until the later of (i) the
time such funds become available funds, and (ii) the applicable next Business
Day. Administrative Agent shall give prompt telephonic notice to Borrower and
each applicable Lender (confirmed in writing) if any payment is non-conforming.
Any non-conforming payment may constitute or become a Default or Event of
Default in accordance with the terms of Section 8.1(a). Interest shall continue
to accrue on any principal as to which a non-conforming payment is made until
such funds become available funds (but in no event less than the period from the
date of such payment to the next succeeding applicable Business Day) at the rate
determined pursuant to Section 2.10 from the date such amount was due and
payable until the date such amount is paid in full.

          (h) Subject to the terms of the Intercreditor Agreement, if an Event
of Default shall have occurred and not otherwise been waived, and the maturity
of the Obligations shall have been accelerated pursuant to Section 8.1, all
payments or proceeds received by Agents hereunder in respect of any of the
Obligations, shall be applied in accordance with the application arrangements
described in Section 7.2 of the Pledge and Security Agreement and Section 2.17
below.

     2.17. Ratable Sharing. Subject to the terms of the Intercreditor Agreement,
Lenders hereby agree among themselves that, except as otherwise provided in the
Collateral Documents with respect to amounts realized from the exercise of
rights with respect to Liens on the Collateral (for application to costs and
expenses as set forth in Section 7.2 of the Pledge and Security Agreement), if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, fees and other amounts then due and
owing to such Lender hereunder or under the other Credit Documents
(collectively, the "Aggregate Amounts Due" to such Lender) which is greater than
the proportion received by any other Lender in respect of the Aggregate Amounts
Due to such other Lender, then the Lender receiving such proportionately greater
payment shall (a) notify Administrative Agent and each other Lender of the
receipt of such payment and (b) apply a portion of such payment to purchase
participations (which it shall be deemed to have purchased from each seller of a
participation simultaneously upon the receipt by such seller of its portion of
such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided, if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Borrower or
otherwise, those purchases shall be rescinded and the purchase prices paid for
such


                                       35




<PAGE>


participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Borrower expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

     2.18. Making or Maintaining Eurodollar Rate Loans.

          (a) Inability to Determine Applicable Interest Rate. In the event that
Administrative Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the London interbank market adequate and fair means do
not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of Adjusted Eurodollar Rate, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone confirmed
in writing) to Borrower and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Borrower and Lenders that the circumstances giving
rise to such notice no longer exist, and (ii) any Funding Notice or
Conversion/Continuation Notice given by Borrower with respect to the Loans in
respect of which such determination was made shall be deemed to be rescinded by
Borrower.

          (b) Illegality or Impracticability of Eurodollar Rate Loans. In the
event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Borrower and Administrative Agent) that the
making, maintaining or continuation of its Eurodollar Rate Loans (i) has become
unlawful as a result of compliance by such Lender in good faith with any law,
treaty, governmental rule, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be
unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the date hereof which materially and adversely affect the London
interbank market or the position of such Lender in that market, then, and in any
such event, such Lender shall be an "Affected Lender" and it shall on that day
give notice (by telefacsimile or by telephone confirmed in writing) to Borrower
and Administrative Agent of such determination (which notice Administrative
Agent shall promptly transmit to each other Lender). Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (2) to the extent such determination by the Affected Lender
relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a
Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall
make such Loan as (or continue such Loan as or convert such Loan to, as the case
may be) a Base Rate Loan, (3) the Affected Lender's obligation to maintain its
outstanding Eurodollar Rate Loans (the "Affected Loans") shall be terminated at
the earlier to occur of the expiration of the Interest Period then in effect
with respect to the Affected Loans or when required by law, and (4) the Affected
Loans shall automatically convert into Base Rate Loans on the date of such
termination. Notwithstanding the foregoing, to the extent a determination by an
Affected Lender as described above relates to a Eurodollar Rate Loan then being
requested by Borrower pursuant to a Funding Notice or a


                                       36




<PAGE>


Conversion/Continuation Notice, Borrower shall have the option, subject to the
provisions of Section 2.18(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Administrative Agent of
such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative
Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this Section 2.18(b) shall affect the
obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
hereof.

          (c) Compensation for Breakage or Non-Commencement of Interest Periods.
Borrower shall compensate each Lender, upon written request by such Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by such
Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate
Loans and any loss, expense or liability sustained by such Lender in connection
with the liquidation or re-employment of such funds but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not
occur on a date specified therefor in a Funding Notice or a telephonic request
for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan
does not occur on a date specified therefor in a Conversion/Continuation Notice
or a telephonic request for conversion or continuation; (ii) if any prepayment
or other principal payment of, or any conversion of, any of its Eurodollar Rate
Loans occurs on a date prior to the last day of an Interest Period applicable to
that Loan (including, without limitation, pursuant to Section 2.13(c) hereof);
or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on
any date specified in a notice of prepayment given by Borrower.

          (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of such Lender.

          (e) Assumptions Concerning Funding of Eurodollar Rate Loans.
Calculation of all amounts payable to a Lender under this Section 2.18 and under
Section 2.19 shall be made as though such Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such
Lender to a domestic office of such Lender in the United States of America;
provided, however, each Lender may fund each of its Eurodollar Rate Loans in any
manner it sees fit and the foregoing assumptions shall be utilized only for the
purposes of calculating amounts payable under this Section 2.18 and under
Section 2.19.

     2.19. Increased Costs; Capital Adequacy.

          (a) Compensation For Increased Costs and Taxes. Subject to the
provisions of Section 2.20 (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender shall determine (which
determination shall, absent manifest error, be final and


                                       37




<PAGE>


conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order
after the later of the date hereof (in the case of each Lender listed on the
signature pages hereof on the Closing Date) or after the effective date of the
Assignment Agreement pursuant to which such Lender became a Lender (in the case
of each other Lender), or any determination of a court or Governmental
Authority, in each case that becomes effective after the date hereof (in the
case of each Lender listed on the signature pages hereof on the Closing Date) or
after the effective date of the Assignment Agreement pursuant to which such
Lender became a Lender (in the case of each other Lender), or compliance by such
Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other Governmental or quasi-Governmental Authority
(whether or not having the force of law): (i) subjects such Lender to any
additional Tax (other than any Tax on the overall net income of such Lender)
with respect to this Agreement or any of the other Credit Documents or any of
its obligations hereunder or thereunder or any payments to such Lender of
principal, interest, fees or any other amount payable hereunder or changes the
rate of Tax on the overall net income of such Lender with respect to this
Agreement or any of the other Credit Documents or any of its obligations
hereunder or thereunder or any payments to such Lender of principal, interest,
fees or any other amount payable hereunder; (ii) imposes, modifies or holds
applicable any reserve (including any marginal, emergency, supplemental, special
or other reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such
reserve or other requirements with respect to Eurodollar Rate Loans that are
reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any
other condition (other than with respect to a Tax matter) on or affecting such
Lender (or its applicable lending office) or its obligations hereunder or the
London interbank market; and the result of any of the foregoing is to increase
the cost to such Lender of agreeing to make, making or maintaining Loans
hereunder or to reduce any amount received or receivable by such Lender with
respect thereto; then, in any such case, Borrower shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section
2.19(a), which statement shall be conclusive and binding upon all parties hereto
absent manifest error.

          (b) Capital Adequacy Adjustment. In the event that any Lender shall
have determined that the adoption, effectiveness, phase-in or applicability
after the later of the date hereof (in the case of each Lender listed on the
signature pages hereof on the Closing Date) or after the effective date of the
Assignment Agreement pursuant to which such Lender became a Lender (in the case
of each other Lender)), or any determination of a court or Governmental
Authority, in each case that becomes effective after the date hereof (in the
case of each Lender listed on the signature pages hereof on the Closing Date) of
any law, rule or regulation (or any provision thereof) regarding capital
adequacy, or any change therein or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency


                                       38




<PAGE>


charged with the interpretation or administration thereof, or compliance by any
Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's Loans or participations therein or other obligations hereunder
with respect to the Loans to a level below that which such Lender or such
controlling corporation could have achieved but for such adoption,
effectiveness, phase-in, applicability, change or compliance (taking into
consideration the policies of such Lender or such controlling corporation with
regard to capital adequacy), then from time to time, within five Business Days
after receipt by Borrower from such Lender of the statement referred to in the
next sentence, Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction. Such Lender shall deliver to Borrower (with
a copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under
this Section 2.19(b), which statement shall be conclusive and binding upon all
parties hereto absent manifest error.

     2.20. Taxes; Withholding, etc.

          (a) Payments to Be Free and Clear. All sums payable by any Credit
Party hereunder and under the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax (other than a Tax on the overall net income
of any Lender) imposed, levied, collected, withheld or assessed by or within the
United States of America or any political subdivision in or of the United States
of America or any other jurisdiction from or to which a payment is made by or on
behalf of any Credit Party or by any federation or organization of which the
United States of America or any such jurisdiction is a member at the time of
payment.

          (b) Withholding of Taxes. If any Credit Party or any other Person is
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by any Credit Party to Administrative Agent or any
Lender under any of the Credit Documents: (i) Borrower shall notify
Administrative Agent of any such requirement or any change in any such
requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any
such Tax before the date on which penalties attach thereto, such payment to be
made (if the liability to pay is imposed on any Credit Party) for its own
account or (if that liability is imposed on Administrative Agent or such Lender,
as the case may be) on behalf of and in the name of Administrative Agent or such
Lender; (iii) the sum payable by such Credit Party in respect of which the
relevant deduction, withholding or payment is required shall be increased to the
extent necessary to ensure that, after the making of that deduction, withholding
or payment, Administrative Agent or such Lender, as the case may be, receives on
the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty
days after paying any sum from which it is required by law to make any deduction
or withholding, and within thirty days after the due date of payment of any Tax
which it is required by clause (ii) above to pay, Borrower shall deliver to
Administrative Agent evidence satisfactory to the other affected parties of such
deduction, withholding or payment and of the remittance thereof to the relevant
taxing or other authority; provided, no such additional amount shall be required
to be paid to any Lender under clause (iii)


                                       39




<PAGE>


above except to the extent (i) that any change after the date hereof (in the
case of each Lender listed on the signature pages hereof on the Closing Date) or
after the effective date of the Assignment Agreement pursuant to which such
Lender became a Lender (in the case of each other Lender) in any such
requirement for a deduction, withholding or payment as is mentioned therein
shall result in an increase in the rate of such deduction, withholding or
payment from that in effect at the date hereof or at the date of such Assignment
Agreement, as the case may be, in respect of payments to such Lender or (ii) in
the case of any Lender not listed on the signature pages hereof on the Closing
Date, such Lender's assignor was entitled at the time of assignment, to receive
additional amounts from the Borrower pursuant to this Section 2.20(b).

          (c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that
is not a United States Person (as such term is defined in Section 7701(a)(30) of
the Internal Revenue Code) for U.S. federal income tax purposes (a "Non-US
Lender") shall deliver to Administrative Agent for transmission to Borrower, on
or prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment
Agreement pursuant to which it becomes a Lender (in the case of each other
Lender), and at such other times as may be necessary in the determination of
Borrower or Administrative Agent (each in the reasonable exercise of its
discretion), (i) two original copies of Internal Revenue Service Form W-8BEN
and/or W-8IMY, as applicable, or W-8ECI (or, in each case, any successor forms),
properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested
by Borrower to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of principal, interest, fees or other amounts payable under any of
the Credit Documents, or (ii) if such Lender is not a "bank" or other Person
described in Section 881(c)(3) of the Internal Revenue Code, is claiming the
so-called "portfolio interest exemption", and cannot deliver either Internal
Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re
Non-Bank Status together with two original copies of Internal Revenue Service
Form W-8BEN (orany successor form), properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code
and reasonably requested by Borrower to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of interest payable under any of the
Credit Documents. Each Lender required to deliver any forms, certificates or
other evidence with respect to United States federal income tax withholding
matters pursuant to this Section 2.20(c) hereby agrees, from time to time after
the initial delivery by such Lender of such forms, certificates or other
evidence, whenever a lapse in time or change in circumstances renders such
forms, certificates or other evidence obsolete or inaccurate in any material
respect, that such Lender shall promptly deliver to Administrative Agent for
transmission to Borrower two new original copies of Internal Revenue Service
Form W-8BEN and/or W-8IMY, as applicable, or W-8ECI, or a Certificate re
Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN
(or, in each case, any successor form), as the case may be, properly completed
and duly executed by such Lender, and such other documentation required under
the Internal Revenue Code and reasonably requested by Borrower to confirm or
establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender under the
Credit Documents, or notify Administrative Agent and Borrower of its inability
to deliver any such forms, certificates or other evidence. Borrower shall not be
required to pay any additional amount to any Non-US Lender under Section
2.20(b)(iii) if such Lender shall have failed (1) to


                                       40




<PAGE>


deliver the forms, certificates or other evidence referred to in the second
sentence of this Section 2.20(c), or (2) to notify Administrative Agent and
Borrower of its inability to deliver any such forms, certificates or other
evidence, as the case may be; provided, if such Lender shall have satisfied the
requirements of the first sentence of this Section 2.20(c) on the Closing Date
or on the date of the Assignment Agreement pursuant to which it became a Lender
(except to the extent such Lender's assignor, if any, was entitled to additional
amounts at the time of assignment), as applicable, nothing in this last sentence
of Section 2.20(c) shall relieve Borrower of its obligation to pay any
additional amounts pursuant this Section 2.20 in the event that, as a result of
any change in any applicable law, treaty or governmental rule, regulation or
order, or any change in the interpretation, administration or application
thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that
such Lender is not subject to withholding as described herein.

          (d) For purposes of this Section 2.20, in the case of any Lender that
is taxed as a partnership for U.S. federal income tax purposes, any Taxes
requested to be deducted and withheld by such Lender with respect to payments
made by the Borrower under any Credit Document shall be treated as Taxes
required to be deducted by the Borrower.

          (e) If the Administrative Agent or any Lender determines, in its sole
discretion exercised in good faith, that it has received a refund of any Taxes
or other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section 2.20, it shall pay over such refund to the Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section 2.20 with respect to the Taxes or other Taxes giving rise to
such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.

     2.21. Obligation to Mitigate. Each Lender agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20,
it will, to the extent not inconsistent with the internal policies of such
Lender and any applicable legal or regulatory restrictions, use reasonable
efforts to (a) make, issue, fund or maintain its Term Loans, including any
Affected Loans, through another office of such Lender, or (b) take such other
measures as such Lender may deem reasonable, if as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially
reduced and if, as determined by such Lender in its sole discretion, the making,
issuing, funding or maintaining of such Loans through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Loans or the interests of such Lender; provided, such
Lender will not be obligated to utilize such other office pursuant to this
Section 2.21 unless Borrower agrees to pay


                                       41




<PAGE>


all incremental expenses incurred by such Lender as a result of utilizing such
other office as described in clause (i) above. A certificate as to the amount of
any such expenses payable by Borrower pursuant to this Section 2.21 (setting
forth in reasonable detail the basis for requesting such amount) submitted by
such Lender to Borrower (with a copy to Administrative Agent) shall be
conclusive absent manifest error.

     2.22. [Reserved].

     2.23. Removal or Replacement of a Lender. Anything contained herein to the
contrary notwithstanding, in the event that: (a) (i) any Lender (an
"Increased-Cost Lender") shall give notice to Borrower that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under
Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender
to be an Affected Lender or which entitle such Lender to receive such payments
shall remain in effect, and (iii) such Lender shall fail to withdraw such notice
within five Business Days after Borrower's request for such withdrawal; or (b)
in connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions hereof as contemplated by Section
10.5(b), the consent of Requisite Lenders shall have been obtained but the
consent of one or more of such other Lenders (each a "Non-Consenting Lender")
whose consent is required shall not have been obtained; then, with respect to
each such Increased-Cost Lender or Non-Consenting Lender (the "Terminated
Lender"), Borrower may, by giving written notice to Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated
Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
outstanding Loans, if any, in full to one or more Eligible Assignees (each a
"Replacement Lender") in accordance with the provisions of Section 10.6 and
Terminated Lender in the case of clause (b), above, or Borrower or the
Replacement Lender, in each other case shall pay any fees payable thereunder in
connection with such assignment; provided, (1) on the date of such assignment,
the Replacement Lender shall pay to Terminated Lender an amount equal to the sum
of (A) an amount equal to the principal of, and all accrued interest on, all
outstanding Loans of the Terminated Lender and (B) an amount equal to the
prepayment premium that would otherwise be received by such Lender under Section
2.13(d); (2) on the date of such assignment, Borrower shall pay any amounts
payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or
otherwise as if it were a prepayment and (3) in the event such Terminated Lender
is a Non-Consenting Lender, each Replacement Lender shall consent, at the time
of such assignment, to each matter in respect of which such Terminated Lender
was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any
Terminated Lender, such Terminated Lender shall no longer constitute a "Lender"
for purposes hereof; provided, any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.

SECTION 3. CONDITIONS PRECEDENT

     3.1. Closing Date. The obligation of any Lender to make the Term Loans on
the Term Loan Funding Date is subject to the satisfaction, or waiver in
accordance with Section 10.5, of the following conditions on or before the
Closing Date:


                                       42




<PAGE>


          (a) Credit Documents. Administrative Agent shall have received
sufficient copies of each Credit Document originally executed and delivered by
each applicable Credit Party.

          (b) Organizational Documents; Incumbency. Administrative Agent shall
have received (i) sufficient copies of each Organizational Document executed and
delivered by each Credit Party, as applicable, and, to the extent applicable,
certified as of a recent date by the appropriate governmental official, for each
Lender, each dated the Closing Date or a recent date prior thereto; (ii)
signature and incumbency certificates of the officers of such Person executing
the Credit Documents to which it is a party; (iii) resolutions of the Board of
Directors or similar governing body of each Credit Party approving and
authorizing the execution, delivery and performance of this Agreement and the
other Credit Documents to which it is a party or by which it or its assets may
be bound as of the Closing Date, certified as of the Closing Date by its
secretary or an assistant secretary (or another officer if such Credit Party
does not have a secretary or an assistant secretary) as being in full force and
effect without modification or amendment; (iv) a good standing certificate from
the applicable Governmental Authority of each Credit Party's jurisdiction of
incorporation, organization or formation and in each jurisdiction in which it is
qualified as a foreign corporation or other entity to do business, each dated a
recent date prior to the Closing Date; and (v) such other documents as
Administrative Agent may reasonably request.

          (c) Organizational and Capital Structure. The organizational structure
and capital structure of Holdings and its Subsidiaries, shall be as set forth on
Schedule 4.1.

          (d) Delivery of the First Lien Credit Agreement. On or before the
Closing Date, Borrower shall have delivered to Syndication Agent and
Administrative Agent complete, correct and conformed copies of the First Lien
Credit Agreement.

          (e) Existing Indebtedness. On the Closing Date, Holdings and its
Subsidiaries shall have (i) repaid in full all Existing Indebtedness, (ii)
terminated any commitments to lend or make other extensions of credit
thereunder, (iii) delivered to Syndication Agent and Administrative Agent all
documents or instruments necessary to release all Liens securing Existing
Indebtedness or other obligations of Holdings and its Subsidiaries thereunder
being repaid on the Closing Date, and (iv) made arrangements satisfactory to
Syndication Agent and Administrative Agent with respect to the cancellation of
any letters of credit outstanding thereunder or the issuance of Letters of
Credit (as defined in the First Lien Credit Agreement) to support the
obligations of Holdings and its Subsidiaries with respect thereto.

          (f) Transaction Costs. On or prior to the Closing Date, Borrower shall
have delivered to Administrative Agent Borrower's reasonable best estimate of
the Transactions Costs (other than fees payable to any Agent).

          (g) Governmental Authorizations and Consents. Each Credit Party shall
have obtained all Governmental Authorizations and all consents of other Persons,
in each case that are necessary or advisable in connection with the transactions
contemplated by the Credit Documents and each of the foregoing shall be in full
force and effect and in form and substance reasonably satisfactory to
Syndication Agent and Administrative Agent. All applicable waiting


                                       43




<PAGE>


periods shall have expired without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise impose adverse
conditions on the transactions contemplated by the Credit Documents or the
financing thereof and no action, request for stay, petition for review or
rehearing, reconsideration, or appeal with respect to any of the foregoing shall
be pending, and the time for any applicable agency to take action to set aside
its consent on its own motion shall have expired.

          (h) Real Estate Assets. In order to create in favor of Collateral
Agent, for the benefit of Secured Parties, a valid and, subject to any filing
and/or recording referred to herein, perfected Second Priority security interest
in certain Real Estate Assets, Collateral Agent shall have received from
Borrower and each applicable Guarantor:

               (i) fully executed and notarized Mortgages, in proper form for
     recording in all appropriate places in all applicable jurisdictions,
     encumbering each Real Estate Asset listed in Schedule 3.1(h) (each, a
     "Closing Date Mortgaged Property");

               (ii) an opinion of counsel (which counsel shall be reasonably
     satisfactory to Collateral Agent) in each state in which a Closing Date
     Mortgaged Property is located with respect to the enforceability of the
     Mortgage(s) to be recorded in such state and such other matters as
     Collateral Agent may reasonably request, in each case in form and substance
     reasonably satisfactory to Collateral Agent;

               (iii) (a) ALTA mortgagee title insurance policies or
     unconditional signed commitments therefor including all endorsements
     required by Collateral Agent issued by one or more title companies
     reasonably satisfactory to Collateral Agent with respect to each Closing
     Date Mortgaged Property (each, a "Title Policy"), in amounts not less than
     the fair market value of each Closing Date Mortgaged Property or such other
     amount reasonably required by Collateral Agent, together with a title
     report issued by a title company with respect thereto, dated not more than
     thirty days prior to the Closing Date and copies of all recorded documents
     listed as exceptions to title or otherwise referred to therein, each in
     form and substance reasonably satisfactory to Collateral Agent and (B)
     evidence satisfactory to Collateral Agent that such Credit Party has paid
     to the title company or to the appropriate governmental authorities all
     expenses and premiums of the title company and all other sums required in
     connection with the issuance of each Title Policy and all recording and
     stamp taxes (including mortgage recording and intangible taxes) payable in
     connection with recording the Mortgages for each Closing Date Mortgaged
     Property in the appropriate real estate records;

               (iv) evidence of flood insurance with respect to each Flood
     Hazard Property that is located in a community that participates in the
     National Flood Insurance Program, in each case in compliance with any
     applicable regulations of the Board of Governors of the Federal Reserve
     System, in form and substance reasonably satisfactory to Collateral Agent;
     and

               (v) to the extent available, ALTA surveys reasonably acceptable
     to Collateral Agent of all Closing Date Mortgaged Properties, certified to
     Collateral Agent


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<PAGE>


     by a form of certification reasonably acceptable to Collateral Agent and
     dated not more than thirty (30) days prior to the Closing Date.

          (i) Personal Property Collateral. In order to create in favor of
Collateral Agent, for the benefit of Secured Parties, a valid, perfected Second
Priority security interest in the personal property Collateral, Collateral Agent
shall have received:

               (i) evidence satisfactory to Collateral Agent of the compliance
     by each Credit Party of their obligations under the Pledge and Security
     Agreement and the other Collateral Documents (including, without
     limitation, their obligations to execute (or authorize, as applicable) and
     deliver UCC financing statements, originals of securities, instruments and
     chattel paper and any agreements governing deposit and/or securities
     accounts to the collateral agent under the First Lien Credit Agreement or
     as otherwise provided therein);

               (ii) A completed Collateral Questionnaire dated the Closing Date
     and executed by an Authorized Officer of each Credit Party, together with
     all attachments contemplated thereby, including (A) the results of a recent
     search, by a Person satisfactory to Collateral Agent, of all effective UCC
     financing statements (or equivalent filings) made with respect to any
     personal or mixed property of any Credit Party in the jurisdictions
     specified in the Collateral Questionnaire, together with copies of all such
     filings disclosed by such search, and (B) UCC termination statements (or
     similar documents) duly executed by all applicable Persons for filing in
     all applicable jurisdictions as may be necessary to terminate any effective
     UCC financing statements (or equivalent filings) disclosed in such search
     (other than any such financing statements in respect of Permitted Liens);

               (iii) opinions of counsel (which counsel shall be reasonably
     satisfactory to Collateral Agent) with respect to the creation and
     perfection of the security interests in favor of Collateral Agent in such
     Collateral and such other matters governed by the laws of each jurisdiction
     in which any Credit Party or any personal property Collateral is located as
     Collateral Agent may reasonably request, in each case in form and substance
     reasonably satisfactory to Collateral Agent; and

               (iv) evidence that each Credit Party shall have taken or caused
     to be taken any other action, executed and delivered or caused to be
     executed and delivered any other agreement, document and instrument
     (including without limitation, any intercompany notes evidencing
     Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made
     or caused to be made any other filing and recording (other than as set
     forth herein) reasonably required by Collateral Agent.

          (j) Environmental Information. Syndication Agent and Administrative
Agent shall have received information, in form, scope and substance reasonably
satisfactory to Syndication Agent and Administrative Agent, regarding
environmental matters relating to the Facilities.


                                       45




<PAGE>


          (k) Financial Statements; Projections. Administrative Agent shall have
received from Holdings (i) the Historical Financial Statements, (ii) a pro forma
estimated unaudited December 31, 2004 consolidated balance sheet of Holdings as
at the Closing Date, reflecting the financings and the other transactions
contemplated by the Credit Documents to occur on or prior to the Closing Date,
and the making of the Term Loans and First Lien Loans and the payment of the
dividend, which pro forma financial statements shall be in form and substance
satisfactory to Administrative Agent and Syndication Agent, and (iii) the
Projections.

          (l) Evidence of Insurance. Collateral Agent shall have received a
certificate from Borrower's insurance broker or other evidence satisfactory to
it that all insurance required to be maintained pursuant to Section 5.5 is in
full force and effect, together with endorsements naming the Collateral Agent,
for the benefit of Lenders, as additional insured and loss payee as its
interests may appear thereunder to the extent required under Section 5.5. Such
certificate of insurance shall also evidence thereon the other required
provisions as described in Section 5.5.

          (m) Opinions of Counsel to Credit Parties. Lenders and their
respective counsel shall have received originally executed copies of the
favorable written opinions of Skadden, Arps, Slate, Meagher & Flom LLP, counsel
for Credit Parties, in the form of Exhibit D and as to such other matters as
Administrative Agent or Syndication Agent may reasonably request, dated as of
the Closing Date and otherwise in form and substance reasonably satisfactory to
Administrative Agent and Syndication Agent (and each Credit Party hereby
instructs such counsel to deliver such opinions to Agents and Lenders).

          (n) Fees. Borrower shall have paid to Syndication Agent and
Administrative Agent the fees payable on the Closing Date referred to in Section
2.11.

          (o) Solvency Certificate. On the Closing Date, Syndication Agent and
Administrative Agent shall have received a Solvency Certificate from Borrower
dated the Closing Date and addressed to Syndication Agent, Administrative Agent
and Lenders, and in form, scope and substance satisfactory to Syndication Agent
and Administrative Agent, with appropriate attachments and demonstrating that
after giving effect to financings and other transactions contemplated by the
Credit Documents, Borrower and its Subsidiaries are and will be Solvent.

          (p) Closing Date Certificate. Holdings and Borrower shall have
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

          (q) No Litigation. There shall not exist any action, suit,
investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of Administrative Agent
and Syndication Agent, singly or in the aggregate, materially impairs the
financings and any of the other transactions contemplated by the Credit
Documents, or that could reasonably be expected to have a Material Adverse
Effect.

          (r) Completion of Proceedings. All partnership, corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents


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<PAGE>


incidental thereto not previously found acceptable by Administrative Agent or
Syndication Agent and its counsel shall be satisfactory in form and substance to
Administrative Agent and Syndication Agent and such counsel, and Administrative
Agent, Syndication Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent or Syndication Agent may reasonably request.

Each Lender, by delivering its signature page to this Agreement and funding a
Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Credit Document and each other document required
to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date.

     3.2. Conditions to Term Loan Funding Date.

          (a) Conditions Precedent. The obligation of each Lender to make any
Term Loan on the Term Loan Funding Date, are subject to the satisfaction, or
waiver in accordance with Section 10.5, of the following conditions precedent:

               (i) Administrative Agent shall have received a fully executed and
     delivered Funding Notice;

               (ii) as of the Term Loan Funding Date, the representations and
     warranties contained herein and in the other Credit Documents shall be true
     and correct in all material respects on and as of the Term Loan Funding
     Date to the same extent as though made on and as of that date, except to
     the extent such representations and warranties specifically relate to an
     earlier date, in which case such representations and warranties shall have
     been true and correct in all material respects on and as of such earlier
     date; and

               (iii) as of the Term Loan Funding Date, no event shall have
     occurred and be continuing or would result from the consummation of the
     Term Loans that would constitute an Event of Default or a Default.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request
and receive, prior to the making of the Term Loans, additional information
reasonably satisfactory to the requesting party confirming the satisfaction of
any of the foregoing if, in the good faith judgment of such Agent or Requisite
Lender such request is warranted under the circumstances.

          (b) Notices. Any Notice shall be executed by a Designated Officer in a
writing delivered to Administrative Agent. In lieu of delivering a Notice,
Borrower may give Administrative Agent telephonic notice by the required time of
any proposed borrowing, or conversion/continuation, as the case may be; provided
each such notice shall be promptly confirmed in writing by delivery of the
applicable Notice to Administrative Agent on or before the applicable date of
borrowing or continuation/conversion. Neither Administrative Agent nor any
Lender shall incur any liability to Borrower in acting upon any telephonic
notice referred to above that Administrative Agent believes in good faith to
have been given by a duly authorized officer or other person authorized on
behalf of Borrower or for otherwise acting in good faith.


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<PAGE>


SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Agreement and to make the
Term Loans on the Term Loan Funding Date, each Credit Party represents and
warrants to each Lender, on the Closing Date and on Term Loan Funding Date, that
the following statements are true and correct:

     4.1. Organization; Requisite Power and Authority; Qualification. Each of
Holdings and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization as identified
in Schedule 4.1, (b) has all requisite power and authority to own and operate
its properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Credit Documents to which it is a party and to
carry out the transactions contemplated thereby, and (c) is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had, and could not be reasonably expected to have, a Material Adverse Effect.

     4.2. Capital Stock and Ownership. The Capital Stock of each of Holdings and
its Subsidiaries has been duly authorized and validly issued and is fully paid
and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof,
there is no existing option, warrant, call, right, commitment or other agreement
to which Holdings or any of its Subsidiaries is a party requiring, and there is
no membership interest or other Capital Stock of Holdings or any of its
Subsidiaries outstanding which upon conversion or exchange would require, the
issuance by Holdings or any of its Subsidiaries of any additional membership
interests or other Capital Stock of Holdings or any of its Subsidiaries or other
Securities convertible into, exchangeable for or evidencing the right to
subscribe for or purchase, a membership interest or other Capital Stock of
Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the
ownership interest of Holdings and each Credit Party in their respective direct
Subsidiaries as of the Closing Date.

     4.3. Due Authorization. The execution, delivery and performance of the
Credit Documents have been duly authorized by all necessary action on the part
of each Credit Party that is a party thereto.

     4.4. No Conflict. The execution, delivery and performance by Credit Parties
of the Credit Documents to which they are parties and the consummation of the
transactions contemplated by the Credit Documents do not and will not (a)
violate any provision of any law or any governmental rule or regulation
applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Holdings or any of
its Subsidiaries except to the extent such violation could not be reasonably
expected to have a Material Adverse Effect; (b) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Holdings or any of its Subsidiaries except
to the extent such conflict, breach or default could not reasonably be expected
to have a Material Adverse Effect; (c) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Holdings or any
of its Subsidiaries (other than any Liens created under any of the Credit
Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d)
require any approval of stockholders, members or partners or any approval or
consent of any Person under any Contractual Obligation of Holdings or any of its
Subsidiaries, except for such


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<PAGE>


approvals or consents which will be obtained on or before the Closing Date and
disclosed in writing to Lenders and except for any such approvals or consents
the failure of which to obtain will not have a Material Adverse Effect.

     4.5. Governmental Consents. The execution, delivery and performance by
Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any Governmental Authority except for filings and
recordings with respect to the Collateral to be made, or otherwise delivered to
Collateral Agent for filing and/or recordation, as of the Closing Date.

     4.6. Binding Obligation. Each Credit Document has been duly executed and
delivered by each Credit Party that is a party thereto and is the legally valid
and binding obligation of such Credit Party, enforceable against such Credit
Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

     4.7. Historical Financial Statements. The Historical Financial Statements
were prepared in conformity with GAAP and fairly present, in all material
respects, the financial position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from audit
and normal year-end adjustments. As of the Closing Date, neither Holdings nor
any of its Subsidiaries has any contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the Historical Financial Statements or the notes thereto and which in any
such case is material in relation to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Holdings and any of
its Subsidiaries taken as a whole.

     4.8. Projections. On and as of the Closing Date, the Projections of
Holdings and its Subsidiaries for the period Fiscal Year 2005 through and
including Fiscal Year 2011 (the "Projections") are based on good faith estimates
and assumptions made by the management of Holdings; provided, the Projections
are not to be viewed as facts and that actual results during the period or
periods covered by the Projections may differ from such Projections and that the
differences may be material; provided further, as of the Closing Date,
management of Holdings believed that the Projections were reasonable and
attainable.

     4.9. No Material Adverse Change. Since December 31, 2003, no event,
circumstance or change has occurred (other than disclosed in public filings)
that has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect.

     4.10. [Reserved].

     4.11. Adverse Proceedings, etc. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to have


                                       49




<PAGE>


a Material Adverse Effect, or (b) is subject to or in default with respect to
any final judgments, writs, injunctions, decrees, rules or regulations of any
court or any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     4.12. Payment of Taxes. Except as otherwise permitted under Section 5.3,
all material tax returns and reports of Holdings and its Subsidiaries required
to be filed by any of them have been timely filed, and all material taxes shown
on such tax returns to be due and payable and all material assessments, fees and
other governmental charges upon Holdings and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises which are due
and payable have been paid when due and payable. Holdings knows of no proposed
material tax assessment against Holdings or any of its Subsidiaries which is not
being actively contested by Holdings or such Subsidiary in good faith and by
appropriate proceedings; provided, such reserves or other appropriate
provisions, if any, as shall be required in conformity with GAAP shall have been
made or provided therefor.

     4.13. Properties.

          (a) Title. Each of Holdings and its Subsidiaries has (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), and (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in their
respective Historical Financial Statements referred to in Section 4.5 and in the
most recent financial statements delivered pursuant to Section 5.1, in each case
except for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under Section 6.9. Except
as permitted by this Agreement, all such properties and assets are free and
clear of Liens.

          (b) Real Estate. As of the Closing Date, Schedule 4.13 contains a
true, accurate and complete list of (i) all Real Estate Assets, and (ii) all
leases and subleases of real property of any Credit Party, whether such Credit
Party is the landlord or tenant (whether directly or as an assignee or successor
in interest). Each agreement listed in clause (ii) of the immediately preceding
sentence is in full force and effect and Holdings does not have knowledge of any
default that has occurred and is continuing thereunder, and each such agreement
constitutes the legally valid and binding obligation of each applicable Credit
Party, enforceable against such Credit Party in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
or by equitable principles.

     4.14. Environmental Matters. Except as disclosed on Schedule 4.14,

          (a) Neither Holdings nor any of its Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written
order, consent decree or settlement agreement with any Person relating to any
Environmental Law, any Environmental Claim, or any Release or threatened Release
of Hazardous Materials that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


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<PAGE>


          (b) Neither Holdings nor any of its Subsidiaries has received any
letter or request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604)
or any comparable state law, except, with respect to matters that either have
been fully resolved or matters that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

          (c) To the Credit Parties' knowledge, there are and, have been, no
conditions or occurrences, including any Release, threatened Release, use,
generation, storage, treatment transportation, processing, disposal, removal or
remediation of Hazardous Materials which could reasonably be expected to form
the basis of an Environmental Claim against Holdings or any of its Subsidiaries
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

          (d) Neither Holdings nor any Subsidiary has been issued or is required
to obtain a permit for the treatment, storage or disposal of hazardous waste for
any of its currently owned or operated Facilities, pursuant to the federal
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et. seq. and its
implementing regulations ("RCRA"), or any equivalent State law, nor are any such
Facilities regulated as "interim status" facilities required to undergo
corrective action pursuant to RCRA, except in either case to the extent that
such Facilities' obligations pursuant to RCRA, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

          (e) Compliance with all current requirements pursuant to or under
Environmental Laws could not be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect.

          (f) To the Credit Parties' knowledge, no event or condition has
occurred or is occurring with respect to Holdings or any of its Subsidiaries
relating to any Environmental Law, or any Release or threatened Release of
Hazardous Materials which individually or in the aggregate, could reasonably be
expected to have, a Material Adverse Effect.

     4.15. No Defaults. Neither Holdings nor any of its Subsidiaries is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and no
condition exists which, with the giving of notice or the lapse of time or both,
could constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, could not reasonably be expected
to have a Material Adverse Effect.

     4.16. [Reserved].

     4.17. Governmental Regulation. Neither Holdings nor any of its Subsidiaries
is subject to regulation under the Public Utility Holding Company Act of 1935,
the Federal Power Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable. Neither Holdings nor any of its Subsidiaries is a "registered
investment company" or a company "controlled" by a "registered investment


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<PAGE>


company" or a "principal underwriter" of a "registered investment company" as
such terms are defined in the Investment Company Act of 1940.

     4.18. Margin Stock. Neither Holdings nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. No part of
the proceeds of the Loans made to such Credit Party will be used to purchase or
carry any such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock or for any purpose that violates,
or is inconsistent with, the provisions of Regulation T, U or X of said Board of
Governors.

     4.19. Employee Matters. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected to have a
Material Adverse Effect. There is (a) no unfair labor practice complaint pending
against Holdings or any of its Subsidiaries, or to the best knowledge of
Holdings and Borrower, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement that is so pending against Holdings or
any of its Subsidiaries or to the best knowledge of Holdings and Borrower,
threatened against any of them, in each case that would reasonably be expected
to have a Material Adverse Effect, (b) no strike or work stoppage in existence
or threatened involving Holdings or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, and (c) to the best
knowledge of Holdings and Borrower, no union representation question existing
with respect to the employees of Holdings or any of its Subsidiaries and, to the
best knowledge of Holdings and Borrower, no union organization activity that is
taking place, except (with respect to any matter specified in clause (a), (b) or
(c) above, either individually or in the aggregate) such as is not reasonably
likely to have a Material Adverse Effect.

     4.20. Employee Benefit Plans. Holdings, each of its Subsidiaries and each
of their respective ERISA Affiliates are in compliance with all applicable
provisions and requirements of ERISA and the Internal Revenue Code and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan except for instances of noncompliance that could not
reasonably be expected to have a Material Adverse Effect. Each Employee Benefit
Plan which is intended to qualify under Section 401(a) of the Internal Revenue
Code has received a favorable determination letter from the Internal Revenue
Service indicating that such Employee Benefit Plan is so qualified and nothing
has occurred subsequent to the issuance of such determination letter which would
cause such Employee Benefit Plan to lose its qualified status and reasonably be
expected to have a Material Adverse Effect. No liability to the PBGC (other than
required premium payments), the Internal Revenue Service, any Employee Benefit
Plan (other than contributions in the ordinary course) or any trust established
under Title IV of ERISA has been or is expected to be incurred by Holdings, any
of its Subsidiaries or any of their ERISA Affiliates except for liabilities that
could not reasonably be expected to have a Material Adverse Effect. No ERISA
Event has occurred or is reasonably expected to occur that could reasonably be
expected to have a Material Adverse Effect. Except to the extent required under
Section 4980B of the Internal Revenue Code or similar state laws, no liability
exists under any Employee Benefit Plan which provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employee of Holdings, any of its Subsidiaries or any of their


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<PAGE>


respective ERISA Affiliates except for liabilities that could not reasonably be
expected to have a Material Adverse Effect. The present value of the aggregate
benefit liabilities under each Pension Plan sponsored, maintained or contributed
to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates,
(determined as of the end of the most recent plan year on the basis of the
actuarial assumptions specified for funding purposes in the most recent
actuarial valuation for such Pension Plan), did not exceed the aggregate current
value of the assets of such Pension Plan except when such excess could not
reasonably be expected to have a Material Adverse Effect. As of the most recent
valuation date for each Multiemployer Plan for which the actuarial report is
available, the potential liability of Holdings, its Subsidiaries and their
respective ERISA Affiliates for a complete withdrawal from such Multiemployer
Plan (within the meaning of Section 4203 of ERISA), when aggregated with such
potential liability for a complete withdrawal from all Multiemployer Plans,
based on information available pursuant to Section 4221(e) of ERISA is zero
except when such liability could not reasonably be expected to have a Material
Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA
Affiliates have complied with the requirements of Section 515 of ERISA with
respect to each Multiemployer Plan and are not in material "default" (as defined
in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer
Plan, except for instances of default that could not reasonably be expected to
have a Material Adverse Effect.

     4.21. Certain Fees. No broker's or finder's fee or commission will be
payable with respect hereto or any of the transactions contemplated hereby.

     4.22. Solvency. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

     4.23. Compliance with Statutes, etc. Each of Holdings and its Subsidiaries
is in compliance with all applicable statutes, regulations and orders of, and
all applicable restrictions imposed by, all Governmental Authorities, in respect
of the conduct of its business and the ownership of its property (including
compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits
issued under such Environmental Laws with respect to any such Real Estate Asset
or the operations of Holdings or any of its Subsidiaries), except such
non-compliance that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     4.24. Disclosure. No representation or warranty of any Credit Party
contained in any Credit Document or in any other documents, certificates or
written statements furnished to Lenders by or on behalf of Holdings or any of
its Subsidiaries for use in connection with the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state a material
fact (known to Holdings or Borrower, in the case of any document not furnished
by either of them) necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by
Holdings or Borrower to be reasonable at the time made, it being recognized by
Lenders that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such
projections may differ from the projected results. There are no facts known (or
which should upon the reasonable exercise of


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<PAGE>


diligence be known) to Holdings or Borrower (other than matters of a general
economic nature) that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect and that have not been disclosed
herein or in such other documents, certificates and statements furnished to
Lenders for use in connection with the transactions contemplated hereby.

     4.25. Patriot Act. To the extent applicable, each Credit Party is in
compliance, in all material respects, with the (i) Trading with the Enemy Act,
as amended, and each of the foreign assets control regulations of the Untied
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any
other enabling legislation or executive order relating thereto, and (ii) Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA Patriot Act of 2001) (the "Act"). No part of the
proceeds of the Loans will be used, directly or indirectly, for any payments to
any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.

     4.26. Office of Foreign Assets Control. No Credit Party (i) is a person
whose property or interests in property are blocked or subject to blocking
pursuant to Section 1 of Executive Order 13224 of September 23, 200l Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) is engaged in any
dealings or transactions prohibited by Section 2 of such executive order, or be
otherwise associated with any such person in any manner violative of Section 2,
or (iii) is a person on the list of Specially Designated Nationals and Blocked
Persons or subject to the limitations or prohibitions under any other OFAC
regulation or executive order.

SECTION 5. AFFIRMATIVE COVENANTS

     Each Credit Party covenants and agrees that until payment in full of all
Obligations, each Credit Party shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 5.

     5.1. Financial Statements and Other Reports. Holdings will deliver to
Administrative Agent:

          (a) Monthly Reports. As soon as available, and in any event within
thirty (30) days after the end of each month ending after the Closing Date, a
consolidated debt balance statement of Holdings as at the end of such month and
a consolidated statement of income of Holdings for such month, all in reasonable
detail, together with a certificate by a Designated Officer stating that such
reports were based on reasonable estimates;

          (b) Quarterly Financial Statements. As soon as available, and in any
event within fifty (50) days after the end of each of the first three Fiscal
Quarters of each Fiscal Year, the consolidated balance sheet of Holdings as at
the end of such Fiscal Quarter and the related consolidated statements of
income, stockholders' equity and cash flows of Holdings for such


                                       54




<PAGE>


Fiscal Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the current Fiscal Year, all in reasonable detail, together with a Financial
Officer Certification and a Narrative Report with respect thereto;

          (c) Annual Financial Statements. As soon as available, and in any
event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated balance sheets of Holdings as at the end of such Fiscal Year and
the related consolidated statements of income, stockholders' equity and cash
flows of Holdings for such Fiscal Year, setting forth in each case in
comparative form the corresponding figures for the previous Fiscal Year and the
corresponding figures from the Financial Plan for the Fiscal Year covered by
such financial statements, in reasonable detail, together with a Financial
Officer Certification and a Narrative Report with respect thereto; and (ii) with
respect to such consolidated financial statements a report thereon of Deloitte &
Touche LLP or other independent certified public accountants of recognized
national standing selected by Holdings, and reasonably satisfactory to
Administrative Agent (which report shall be unqualified as to going concern and
scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of
Holdings and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity with
GAAP and that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with standards of
the Public Companies Accounting Oversight Board) together with a written
statement by such independent certified public accountants stating (1) that
their audit examination has included a review of the terms of the Credit
Documents, (2) whether, in connection with their review of Section 6.8 of this
Agreement, any condition or event that constitutes a Default or an Event of
Default has come to their attention and, if such a condition or event has come
to their attention, specifying the nature and period of existence thereof, and
(3) that nothing has come to their attention that causes them to believe that
the information contained in any Compliance Certificate is not correct or that
the matters set forth in such Compliance Certificate are not stated in
accordance with the terms hereof;

          (d) Compliance Certificate. Together with each delivery of financial
statements of Holdings and its Subsidiaries pursuant to Sections 5.1(b) and
5.1(c), a duly executed and completed Compliance Certificate;

          (e) Statements of Reconciliation after Change in Accounting
Principles. If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the
consolidated financial statements of Holdings and its Subsidiaries delivered
pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from
the consolidated financial statements that would have been delivered pursuant to
such subdivisions had no such change in accounting principles and policies been
made, then, together with the first delivery of such financial statements after
such change, one or more statements of reconciliation for all such financial
statements in form and substance satisfactory to Administrative Agent;


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<PAGE>


          (f) Notice of Default. Promptly upon any officer of Holdings or
Borrower obtaining knowledge (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to Holdings or
Borrower with respect thereto; (ii) that any Person has given any notice to
Holdings or any of its Subsidiaries or taken any other action with respect to
any event or condition set forth in Section 8.1(b); or (iii) of the occurrence
of any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, a certificate of its Authorized
Officers specifying the nature and period of existence of such condition, event
or change, or specifying the notice given and action taken by any such Person
and the nature of such claimed Event of Default, Default, default, event or
condition, and what action Borrower has taken, is taking and proposes to take
with respect thereto;

          (g) Notice of Litigation. Promptly upon any officer of Holdings or
Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat
of, any Adverse Proceeding not previously disclosed in writing by Borrower to
Lenders, or (ii) any material development in any Adverse Proceeding that, in the
case of either (i) or (ii) could be reasonably expected to have a Material
Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or
to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, written notice thereof together with such other information
as may be reasonably available to Holdings or Borrower to enable Lenders and
their counsel to evaluate such matters;

          (h) ERISA. (i) Promptly upon becoming aware of the occurrence of any
ERISA Event, a written notice specifying the nature thereof, what action
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
has taken, is taking or proposes to take with respect thereto and, when known,
any action taken by the Internal Revenue Service, the Department of Labor or the
PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1)
each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates with the Internal Revenue Service with respect to each Pension Plan;
(2) all notices received by Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates from a Multiemployer Plan sponsor concerning such an
ERISA Event; and (3) copies of such other documents or governmental reports or
filings relating to any Employee Benefit Plan as Administrative Agent shall
reasonably request;

          (i) Financial Plan. As soon as practicable and in any event no later
than thirty (30) days after the beginning of each Fiscal Year, a consolidated
financial forecast for such Fiscal Year (a "Financial Plan"), consisting of a
forecasted consolidated balance sheet and forecasted consolidated statements of
income and cash flows of Holdings and its Subsidiaries for such Fiscal Year;

          (j) Information Regarding Collateral. (a) Borrower will furnish to
Collateral Agent prompt written notice of any change (i) in any Credit Party's
corporate name, (ii) in any Credit Party's identity or corporate structure or
(iii) in any Credit Party's Federal Taxpayer Identification Number. Borrower
agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or otherwise
that are required in order for Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral and for the


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<PAGE>


Collateral at all times following such change to have a valid, legal and
perfected security interest as contemplated in the Collateral Documents.
Borrower also agrees promptly to notify Collateral Agent if any material portion
of the Collateral is damaged or destroyed;

          (k) Annual Collateral Verification. Each year, at the time of delivery
of annual financial statements with respect to the preceding Fiscal Year
pursuant to Section 5.1(c), Borrower shall deliver to Collateral Agent an
Officer's Certificate (i) either confirming that there has been no change in
such information since the date of the Collateral Questionnaire delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to
this Section and/or identifying such changes or (ii) certifying that all Uniform
Commercial Code financing statements (including fixtures filings, as applicable)
or other appropriate filings, recordings or registrations, have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests under the Collateral Documents for a
period of not less than 18 months after the date of such certificate (except as
noted therein with respect to any continuation statements to be filed within
such period); and

          (l) Other Information. (A) Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy statements
sent or made available generally by Holdings to its security holders acting in
such capacity, (ii) all regular and periodic reports and all registration
statements and prospectuses, if any, filed by Holdings or any of its
Subsidiaries with any securities exchange or with the Securities and Exchange
Commission, (iii) all press releases and other statements made available
generally by Holdings to the public concerning material developments in the
business of Holdings or any of its Subsidiaries, and (B) such other information
and data with respect to Holdings or any of its Subsidiaries as from time to
time may be reasonably requested by Administrative Agent or any Lender.

     5.2. Existence. Except as otherwise permitted under Section 6.9, each
Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and
franchises, licenses and permits material to its business; provided, no Credit
Party or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Person's board of
directors (or similar governing body) shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Person,
and that the loss thereof is not disadvantageous in any material respect to such
Person or to Lenders.

     5.3. Payment of Taxes and Claims. Each Credit Party will, and will cause
each of its Subsidiaries to, pay all material Taxes imposed upon it or any of
its properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, no such Tax or claim need be paid if it
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor, and (b) in the case of a Tax or claim which has or may become a Lien
against any of the Collateral, such contest proceedings conclusively operate to
stay the sale of any portion of the


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<PAGE>


Collateral to satisfy such Tax or claim. No Credit Party will, nor will it
permit any of its Subsidiaries to, file or consent to the filing of any
consolidated income tax return with any Person (other than Holdings or any of
its Subsidiaries).

     5.4. Maintenance of Properties. Each Credit Party will (i) maintain or
cause to be maintained accurate books and records in conformity with GAAP and
(ii) cause each of its Subsidiaries to, maintain or cause to be maintained in
good repair, working order and condition, ordinary wear and tear excepted, all
material properties used or useful in the business of Holdings and its
Subsidiaries and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof.

     5.5. Insurance. Holdings will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Holdings and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of
established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the generality of the foregoing, Holdings will
maintain or cause to be maintained (a) flood insurance with respect to each
Flood Hazard Property that is located in a community that participates in the
National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (b)
replacement value property insurance on the Collateral under such policies of
insurance, except for non operational locations where actual cash value property
insurance may apply, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times carried or maintained
under similar circumstances by Persons of established reputation engaged in
similar businesses. Each such policy of insurance shall (i) name Collateral
Agent, on behalf of Lenders as an additional insured thereunder as its interests
may appear, (ii) in the case of each casualty insurance policy, contain a loss
payable clause or endorsement, satisfactory in form and substance to Collateral
Agent, that names Collateral Agent, on behalf of Lenders as the loss payee
thereunder, (iii) in the case of each casualty insurance policy, contain a
breach of warranty in favor of the Collateral Agent and the Lenders, (iv) in the
case of each liability policy, contain a severability of interests clause, (v)
each policy shall provide a waiver of subrogation in favor of the Collateral
Agent and the Lenders and (vi) provide for at least thirty days' prior written
notice to Collateral Agent of any material modification or cancellation of such
policy.

     5.6. Inspections. Each Credit Party will, and will cause each of its
Subsidiaries to, permit any authorized representatives designated by the
Administrative Agent (not to exceed four (4) times per year unless an Event of
Default has occurred and is continuing) to visit and inspect any of the
properties of any Credit Party and any of its respective Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon reasonable
notice and at such reasonable times during normal business hours; provided,
however, when an Event of Default exists, the Administrative Agent may do the
foregoing at any time during normal business hours.


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     5.7. Lenders Meetings. Holdings and Borrower will, upon the request of
Administrative Agent or Requisite Lenders, participate in a meeting of
Administrative Agent and Lenders once during each Fiscal Year to be held at
Borrower's corporate offices (or at such other location as may be agreed to by
Borrower and Administrative Agent) at such time as may be agreed to by Borrower
and Administrative Agent.

     5.8. Compliance with Laws. Each Credit Party will comply, and shall cause
each of its Subsidiaries and all other Persons, if any, on or occupying any
Facilities to comply, with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

     5.9. Environmental.

          (a) Environmental Disclosure. Holdings will deliver to Administrative
Agent:

               (i) Holdings shall submit to the Administrative Agent annually,
     commencing on the first Anniversary Date, and on each Anniversary Date
     thereafter, a written report on the status of any (A) matter involving
     material non-compliance with applicable Environmental Law or (B) site where
     investigation or remediation of known or suspected contamination is being
     required by a Governmental Authority or other Person pursuant to applicable
     Environmental Law or is otherwise being conducted by any Credit Party that
     could reasonably be expected to give rise to liability or expenditures of
     $2,000,000 or more. Such report shall specify, in reasonable detail, (1)
     the status of the matter including any significant developments within the
     past year, (2) the proposed plan for resolution or completion of the
     matter, and (3) the anticipated cost to achieve such resolution or
     completion. The Administrative Agent may request copies of technical
     reports prepared by or on behalf of Holdings or any of its Subsidiaries and
     its written communications with any Governmental Authority to determine
     whether Holdings or any of its Subsidiaries is proceeding reasonably to
     correct, cure or contest in good faith any such material non-compliance or
     remediation referenced in clause (B) of the first sentence of this
     subsection (a)(i). Each Credit Party shall, at the Administrative Agent's
     reasonable written request and at such Credit Party's expense, retain an
     independent environmental engineer acceptable to the Administrative Agent
     to evaluate the site, including tests if appropriate, where such material
     non-compliance with Environmental Laws has occurred and prepare and deliver
     to both such Credit Party and the Administrative Agent, a report setting
     forth the results of such evaluation, a proposed plan for responding to any
     material non-compliance described therein, and an estimate of the costs
     thereof. In addition, the Credit Parties' shall provide to the
     Administrative Agent a supplemental report of such engineer whenever the
     scope of the material non-compliance, or the response thereto or the
     estimated costs thereof, shall increase in any significant respect;

               (ii) promptly upon the occurrence thereof, written notice
     describing in reasonable detail (1) any Release that could reasonably be
     expected to result in Environmental Claims or other liability or expenses
     of any Credit Party in excess of $2,000,000, (2) any Environmental Claims
     that result in liability of any Credit Party in


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<PAGE>


     excess of $2,000,000, and (3) Holdings or Borrower's discovery of any
     occurrence or condition on any real property adjoining or in the vicinity
     of any Facility that could reasonably be expected to cause such Facility or
     any part thereof to be subject to any material legal restrictions on the
     ownership, occupancy, transferability or use thereof under any
     Environmental Laws; (4) any acquisition of stock that could cause any
     Credit Party to be liable or incur expenses subject to items (1), (2) or
     (3) of this paragraph;

               (iii) With respect to any event described in clause (A) or (B) of
     the first sentence of subsection (a)(i) above, or in subsection (a)(ii)
     above, or if an Event of Default has occurred and is continuing, or if
     Administrative Agent reasonably believes that Borrower or Holdings has
     breached any representation, warranty or covenant contained in Sections
     4.14 or 5.9, in any material respect or that there has been a material
     violation of Environmental Laws at any Facility, or by Holdings or any of
     its Subsidiaries at any other location, conduct its own investigation of
     such breach or violation, the Administrative Agent and its representatives
     will have the right at any reasonable time to enter and visit the
     Facilities for the purposes of observing the Facilities, and the Credit
     Parties shall conduct such tests and investigations, including the
     preparation of a Phase I Report, on any part of the Facilities as
     reasonably requested by the Administrative Agent. If an Event of Default
     has occurred and is continuing, or if a Credit Party does not undertake
     such tests and investigations in a reasonably timely manner, the
     Administrative Agent may hire an independent engineer, at the Credit
     Party's expense, to conduct such tests and investigations, including
     preparing a Phase I Report. The Administrative Agent is under no duty,
     however, to visit or observe any of the Facilities or to request tests as
     provided above, and any such acts by the Administrative Agent will be
     solely for the purposes of protecting the Lenders' security interests and
     rights under the Credit Documents. No site visit or observation by the
     Administrative Agent will result in a waiver of any default of any Credit
     Party or impose any liability on the Administrative Agent or any of the
     Lenders. In no event will any site visit or observation by the
     Administrative Agent be a representation that Hazardous Materials are or
     are not present in, on or under any of the Facilities, or that there has
     been or will be compliance with any Environmental law. Neither such Credit
     Party nor any other party is entitled to rely on any site visit or
     observation by the Administrative Agent. The Administrative Agent and the
     Lenders owe no duty of care to protect any Credit Party or any other party
     against, or to inform any Credit Party or any other party of, any Hazardous
     Materials or any other adverse condition affecting any of the Facilities.
     The Administrative Agent may in its discretion disclose to the applicable
     Credit Party or to any other party if so required by law any report or
     findings made as a result of, or in connection with, any site visit,
     observation or testing by the Administrative Agent. If the Administrative
     Agent is requested to disclose any such report or finding to any third
     party, then the Administrative Agent shall endeavor to give the applicable
     Credit Party prior notice of such disclosure and afford such Credit Party
     the opportunity to object or defend against such disclosure at its own and
     sole cost; provided, that the failure of the Administrative Agent to give
     any such notice or afford such Credit Party the opportunity to object or
     defend against such disclosure shall not result in any liability to the
     Administrative Agent. Each Credit Party understands and agrees that the
     Administrative Agent makes no warranty or representation to any Credit
     Party or any other party regarding the truth, accuracy or completeness of
     any such report or findings that may be disclosed. Each


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<PAGE>


     Credit Party understands and agrees that the Administrative Agent makes no
     warranty or representation to any Credit Party or any other party regarding
     the truth, accuracy or completeness of any such report or findings that may
     be disclosed. Each Credit Party also understands that depending on the
     results of any site visit, observation or testing by the Administrative
     Agent and disclosed to such Credit Party, such Credit Party may have a
     legal obligation to notify one or more environmental agencies of the
     results, that such reporting requirements are site-specific, and are to be
     evaluated by such Credit Party without advice or assistance from the
     Administrative Agent. In each instance, the Administrative Agent will give
     such Credit Party reasonable notice before entering any of Facility or any
     other place the Administrative Agent is permitted to enter under this
     Section 5.9(a)(ii). The Administrative Agent will make commercially
     reasonable efforts to avoid interfering with such Credit Party's operation
     of the Facility or any other property in exercising any rights provided
     hereunder; and

               (iv) with reasonable promptness, such other material and relevant
     documents and information as from time to time may be reasonably requested
     by Administrative Agent in relation to any matters disclosed pursuant to
     this Section 5.9(a).

          (b) Hazardous Materials Activities, Etc. Each Credit Party shall
promptly take, and shall cause each of its Subsidiaries promptly to take, any
and all actions necessary to (i) cure any violation of applicable Environmental
Laws by such Credit Party or its Subsidiaries that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, and (ii)
make an appropriate response to any Environmental Claim against such Credit
Party or any of its Subsidiaries and discharge any obligations it may have to
any Person thereunder where failure to do so could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

          (c) Environmental Review and Investigation. If counsel to any Credit
Party reasonably determines that provision to the Administrative Agent of a
document otherwise required to be provided pursuant to this Section 5.9 would
jeopardize an applicable attorney-client or work product privilege pertaining to
such document, then such Credit Party shall not be obligated to deliver such
document to the Administrative Agent but shall provide the Administrative Agent
with a notice identifying the author and recipient of such document and
generally describing the contents of the document. Upon request of the
Administrative Agent, the Credit Parties shall take all reasonable steps
necessary to provide the Administrative Agent with the factual information
contained in any such privileged document.

     5.10. Subsidiaries. In the event that any Person becomes a Domestic
Subsidiary (other than a Domestic Foreign Holding Company or Excluded Domestic
Subsidiary) which is controlled directly or indirectly by the Borrower, Borrower
shall (a) promptly cause such Domestic Subsidiary to become a Guarantor
hereunder and a Grantor under the Pledge and Security Agreement by executing and
delivering to Administrative Agent and Collateral Agent a Counterpart Agreement,
and (b) take all such actions and execute and deliver, or cause to be executed
and delivered, all such documents, instruments, agreements, and certificates as
are similar to those described in Sections 3.1(b), 3.1(i), 3.1(j), 3.1(l) and
3.1(m). In the event that any Person becomes a Foreign Subsidiary or Domestic
Foreign Holding Company of Borrower, and the ownership interests of such Foreign
Subsidiary or Domestic Foreign Holding Company are owned directly by Borrower or
by any Domestic Subsidiary thereof, Borrower shall, or shall cause such Domestic
Subsidiary to, deliver, all such documents, instruments, agreements, and
certificates as are similar to those described in Sections 3.1(b), and Borrower
shall take, or shall


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cause such Domestic Subsidiary to take, all of the actions referred to in
Section 3.1(i)(i) necessary to grant and to perfect a Second Priority Lien in
favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge
and Security Agreement in 65% of such ownership interests. With respect to each
such Subsidiary, Borrower shall promptly send to Administrative Agent written
notice setting forth with respect to such Person (i) the date on which such
Person became a Subsidiary of Borrower, and (ii) all of the data required to be
set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower;
provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2
for all purposes hereof.

     5.11. Additional Material Real Estate Assets. In the event that any Credit
Party acquires a Material Real Estate Asset or a Real Estate Asset owned or
leased on the Closing Date becomes a Material Real Estate Asset and such
interest has not otherwise been made subject to the Lien of the Collateral
Documents in favor of Collateral Agent, for the benefit of Secured Parties, then
such Credit Party, contemporaneously with acquiring such Material Real Estate
Asset, shall take all such actions and execute and deliver, or cause to be
executed and delivered, all such mortgages, documents, instruments, agreements,
opinions and certificates similar to those described in Section 3.1(h) with
respect to each such Material Real Estate Asset that Collateral Agent shall
reasonably request to create in favor of Collateral Agent, for the benefit of
Secured Parties, a valid and, subject to any filing and/or recording referred to
herein, perfected Second Priority security interest in such Material Real Estate
Assets. In addition to the foregoing, Borrower shall, at the request of
Requisite Lenders, deliver, from time to time, to Administrative Agent such
appraisals as are required by law or regulation of Real Estate Assets with
respect to which Collateral Agent has been granted a Lien.

     5.12. Further Assurances. At any time or from time to time upon the request
of Administrative Agent, each Credit Party will, at its expense, promptly
execute, acknowledge and deliver such further documents and do such other acts
and things as Administrative Agent or Collateral Agent may reasonably request in
order to effect fully the purposes of the Credit Documents. In furtherance and
not in limitation of the foregoing, each Credit Party shall take such actions as
Administrative Agent or Collateral Agent may reasonably request from time to
time to ensure that the Obligations are guarantied by the Guarantors and are
secured by substantially all of the assets of Holdings, and its Subsidiaries and
all of the outstanding Capital Stock of Borrower and its Subsidiaries (subject
to limitations contained in the Credit Documents with respect to Foreign
Subsidiaries).

     5.13. Post-Closing Covenant Borrower shall take all such actions to deliver
the documents set forth on Schedule 5.13 within the time frames specified on
Schedule 5.13.

SECTION 6. NEGATIVE COVENANTS

     Each Credit Party covenants and agrees that until payment in full of all
Obligations, such Credit Party shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.


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     6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:

          (a) the Obligations;

          (b) Indebtedness of (i) any Credit Party to a Credit Party; (ii) any
Credit Party to any Non-Credit Party; and (iii) Non-Credit Parties to Credit
Parties which together with (A) guaranties permitted pursuant to Section
6.1(h)(ii) and (B) Investments made pursuant to Section 6.7(i), shall not exceed
$30,000,000 in an aggregate amount at any time Outstanding; provided, (i) all
such Indebtedness owed to Credit Parties shall be evidenced by promissory notes
and, all such notes shall be subject to a Second Priority Lien pursuant to the
Pledge and Security Agreement, (ii) all such Indebtedness (in the case of
clauses (i) and (ii) above) shall be unsecured and subordinated in right of
payment to the payment in full of the Obligations pursuant to the terms of the
applicable promissory notes or an intercompany subordination agreement that in
any such case, is reasonably satisfactory to Administrative Agent, (iii) any
payment by any such Guarantor Subsidiary under any guaranty of the Obligations
shall result in a pro tanto reduction of the amount of any Indebtedness owed by
such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such
payment is made and (iv) in the case of Indebtedness incurred pursuant to clause
(b)(iii) above, on the date of such incurrence and after giving effect thereto,
no Default or Event of Default shall have occurred and be continuing;

          (c) the First Lien Obligations and Indebtedness incurred to refinance,
renew or replace such Indebtedness in whole or in part, as permitted by the
Intercreditor Agreement;

          (d) Indebtedness incurred by Holdings or any of its Subsidiaries
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from guaranties or letters of credit, surety
bonds or performance bonds securing the performance of Borrower or any such
Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or permitted dispositions of any business, assets or Subsidiary of
Holdings or any of its Subsidiaries;

          (e) Indebtedness which may be deemed to exist pursuant to any
guaranties, performance, surety, statutory, appeal or similar obligations
incurred in the ordinary course of business;

          (f) Indebtedness in respect of netting services, overdraft protections
treasury, depository, credit or debit card, electronic funds transfer and
similar cash management arrangements;

          (g) guaranties in the ordinary course of business of Holdings and its
Subsidiaries;

          (h) guaranties (i) by a Credit Party of the Indebtedness of another
Credit Party; and (ii) by a Credit Party of Indebtedness of a Non-Credit Party
which together with (A) Indebtedness permitted pursuant to Section 6.1(b)(iii)
and (B) Investments made pursuant to Section 6.7(i), shall not exceed
$30,000,000 in an aggregate amount at any time Outstanding;


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          (i) Indebtedness described in Schedule 6.1, but not any extensions,
renewals or replacements of such Indebtedness except (i) renewals and extensions
expressly provided for in the agreements evidencing any such Indebtedness as the
same are in effect on the date of this Agreement and (ii) refinancings and
extensions of any such Indebtedness if the terms and conditions thereof are not,
taken as a whole, less favorable in any material respect to the obligor thereon
or to the Lenders than the Indebtedness being refinanced or extended, and the
average life to maturity thereof is greater than or equal to that of the
Indebtedness being refinanced or extended; provided, such Indebtedness permitted
under the immediately preceding clause (i) or (ii) above shall not (A) include
Indebtedness of an obligor that was not an obligor with respect to the
Indebtedness being extended, renewed or refinanced, (B) exceed in a principal
amount the Indebtedness being renewed, extended or refinanced, together with any
prepayment fee or premium or (C) incurred, created or assumed if any Default or
Event of Default has occurred and is continuing or would result therefrom;

          (j) Indebtedness of Non-Credit Parties to third parties in an
aggregate amount not to exceed $30,000,000 at any time Outstanding, plus the
unused amount of the basket referred to in Sections 6.1(h), 6.1(b)(iii) and
6.7(i);

          (k) Indebtedness with respect to Capital Leases and purchase money
Indebtedness in an aggregate amount not to exceed at any time $12,500,000;
provided, any such Indebtedness (i) shall be secured only to the asset acquired
in connection with the incurrence of such Indebtedness, and (ii) shall
constitute not less than 80% and no more than 100% of the aggregate
consideration paid with respect to such asset;

          (l) Indebtedness of Non-Credit Parties to Non-Credit Parties and
guaranties by Non-Credit Parties of Indebtedness of Non-Credit Parties;

          (m) hedge agreements entered into in the ordinary course of business
and not incurred for speculative purposes;

          (n) Indebtedness acquired in connection with a Permitted Acquisition
so long as such Indebtedness was not incurred in anticipation of any such
Permitted Acquisition;

          (o) other Indebtedness of Holdings and its Subsidiaries in an
aggregate amount not to exceed at any time $15,000,000; and

          (p) intercompany Indebtedness permitted as an Investment under Section
6.7.

     6.2. Liens. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Holdings or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any State or under any similar recording or notice
statute, except:


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          (a) subject to the terms of the Intercreditor Agreement, Liens in
favor of Collateral Agent for the benefit of Secured Parties granted pursuant to
any Credit Document;

          (b) Liens for Taxes if obligations with respect to such Taxes are
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted;

          (c) statutory Liens of landlords, banks (and rights of set-off), of
carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section 401
(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case
incurred in the ordinary course of business (i) for amounts not yet overdue or
(ii) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of five days) are being contested in good faith
by appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any
such contested amounts;

          (d) Liens incurred in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations, surety
and appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money or other Indebtedness), so long
as no foreclosure, sale or similar proceedings have been commenced with respect
to any portion of the Collateral on account thereof;

          (e) easements, rights-of-way, restrictions, encroachments, and other
minor defects or irregularities in title, in each case which do not and will not
interfere in any material respect with the ordinary conduct of the business of
Holdings or any of its Subsidiaries;

          (f) any interest or title of a lessor or sublessor under any lease of
real estate permitted hereunder;

          (g) Liens solely on any cash earnest money deposits made by Holdings
or any of its Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;

          (h) purported Liens evidenced by the filing of precautionary UCC
financing statements relating solely to operating leases of personal property
entered into in the ordinary course of business;

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

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

          (k) licenses of patents, trademarks and other intellectual property
rights granted by Holdings or any of its Subsidiaries in the ordinary course of
business and not interfering in any respect with the ordinary conduct of the
business of Borrower or such Subsidiary;


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<PAGE>


          (l) Liens on the Collateral securing obligations under the First Lien
Credit Agreement (or any refinancings or replacements thereof permitted by the
terms of the Intercreditor Agreement);

          (m) Liens described in Schedule 6.2 or the title policy or
unconditional signed commitment therefor delivered pursuant to Section
3.1(h)(iv);

          (n) Liens securing Indebtedness permitted pursuant to Sections 6.1(k)
and 6.1(n); provided, any such Lien shall encumber only the asset acquired with
the proceeds of such Indebtedness;

          (o) Liens securing Indebtedness permitted under Section 6.1(j); and

          (p) other Liens securing Indebtedness in an aggregate amount not to
exceed $12,500,000 at any time outstanding.

     6.3. Equitable Lien. If any Credit Party or any of its Subsidiaries shall
create or assume any Lien upon any of its properties or assets, whether now
owned or hereafter acquired, other than Permitted Liens, it shall make or cause
to be made effective provisions whereby the Obligations will be secured by such
Lien equally and ratably with any and all other Indebtedness secured thereby as
long as any such Indebtedness shall be so secured; provided, notwithstanding the
foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien not otherwise permitted
hereby.

     6.4. No Further Negative Pledges. Except with respect to (a) specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to a permitted asset sale and (b)
restrictions by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business (provided that such
restrictions are limited to the property or assets secured by such Liens or the
property or assets subject to, or contract rights under, such leases, licenses
or similar agreements, as the case may be) no Credit Party shall enter into any
agreement prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.

     6.5. Restricted Junior Payments. No Credit Party shall, nor shall it permit
any of its Subsidiaries through any manner or means or through any other Person
to, directly or indirectly, declare, order, pay, make or set apart, or agree to
declare, order, pay, make or set apart, any sum for any Restricted Junior
Payment except that:

          (a) Borrower may make Restricted Junior Payments to Holdings (i) to
the extent necessary to permit Holdings to pay general administrative costs and
ordinary course expenses in an aggregate amount not to exceed $10,000,000 in any
Fiscal Year, and (ii) to the extent necessary to permit Holdings to discharge
the consolidated tax liabilities of Holdings and its Subsidiaries, in each case
so long as Holdings applies the amount of any such Restricted Junior Payment for
such purpose;


                                       66




<PAGE>


          (b) Borrower may make Restricted Junior Payments to Holdings on the
Term Loan Funding Date in order to make payments or dividends with respect to
and on account of the preferred and common stock of Holdings;

          (c) [Reserved]; and

          (d) Holdings may pay dividends with the proceeds of Term Loans and
First Lien Loans in accordance with Section 2.6.

     6.6. Restrictions on Subsidiary Distributions. Except as provided herein
and in the First Lien Credit Agreement (or any refinancings or replacements
thereof permitted by the terms of the Intercreditor Agreement), no Credit Party
shall create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any
Subsidiary of Borrower to (a) pay dividends or make any other distributions on
any of such Subsidiary's Capital Stock owned by Borrower or any other Subsidiary
of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to
Borrower or any other Subsidiary of Borrower, (c) make loans or advances to
Borrower or any other Subsidiary of Borrower, or (d) transfer any of its
property or assets to Borrower or any other Subsidiary of Borrower other than
restrictions (i) in agreements evidencing Indebtedness permitted by Section
6.1(k) that impose restrictions on the property so acquired and (ii) by reason
of customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses, joint venture agreements and similar agreements
entered into in the ordinary course of business, and (iii) that are or were
created by virtue of any transfer of, agreement to transfer or option or right
with respect to any property, assets or Capital Stock not otherwise prohibited
under this Agreement.

          6.7. Investments. No Credit Party shall, nor shall it permit any of
its Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including without limitation any Joint Venture, except:

          (a) Investments in Cash and Cash Equivalents;

          (b) (i) equity Investments owned as of the Closing Date in any
Subsidiary, (ii) equity Investments by Credit Parties in other Credit Parties
and (iii) equity Investments by Non-Credit Parties in Non-Credit Parties;

          (c) Investments (i) in any Securities received in satisfaction or
partial satisfaction thereof from financially troubled account debtors and (ii)
deposits, prepayments and other credits to suppliers made in the ordinary course
of business consistent with the past practices of Holdings and its Subsidiaries;

          (d) intercompany loans to the extent permitted under Section 6.1(b)
and Section 6.1(l);

          (e) Consolidated Capital Expenditures;

          (f) loans and advances to employees of Holdings and its Subsidiaries
made in the ordinary course of business in an aggregate principal Outstanding
amount not to exceed $2,000,000 in the aggregate;


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<PAGE>


          (g) Investments made in connection with Permitted Acquisitions
permitted pursuant to Section 6.9;

          (h) Investments described in Schedule 6.7;

          (i) Investments by Credit Parties in Non-Credit Parties, which
together (A) with Indebtedness permitted pursuant to Section 6.1(b)(iii) and (B)
guarantees permitted pursuant to Section 6.1(h)(ii) shall not to exceed
$30,000,000 at any time Outstanding;

          (j) non-cash consideration received in connection with Asset Sales;
and

          (k) other Investments in an aggregate amount not to exceed $30,000,000
at any time Outstanding.

Notwithstanding the foregoing, in no event shall any Credit Party make any
Investment which results in or facilitates in any manner any Restricted Junior
Payment not otherwise permitted under the terms of Section 6.5.

     6.8. Financial Covenants.

          (a) Leverage Ratio. Holdings shall not permit the Leverage Ratio as of
the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending
March 31, 2005, to exceed the correlative ratio indicated:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Fiscal Quarter                                                 Leverage Ratio
-----------------------------------------------------------------------------
<S>                                                               <C>
March 31, 2005                                                    5.50:1.00
-----------------------------------------------------------------------------
June 30, 2005                                                     5.50:1.00
-----------------------------------------------------------------------------
September 30, 2005                                                5.50:1.00
-----------------------------------------------------------------------------
December 31, 2005                                                 5.50:1.00
-----------------------------------------------------------------------------
March 31, 2006                                                    5.50:1.00
-----------------------------------------------------------------------------
June 30, 2006                                                     5.25:1.00
-----------------------------------------------------------------------------
September 30, 2006                                                5.25:1.00
-----------------------------------------------------------------------------
December 31, 2006                                                 4.50:1.00
-----------------------------------------------------------------------------
March 31, 2007                                                    4.00:1.00
-----------------------------------------------------------------------------
June 30, 2007                                                     4.00:1.00
-----------------------------------------------------------------------------
September 30, 2007                                                4.00:1.00
-----------------------------------------------------------------------------
December 31, 2007                                                 4.00:1.00
-----------------------------------------------------------------------------
March 31, 2008 and each Fiscal Quarter ending thereafter          3.50:1.00
-----------------------------------------------------------------------------
</TABLE>

          (b) Certain Calculations. With respect to any period during which a
Permitted Acquisition or an Asset Sale has occurred (each, a "Subject
Transaction"), for purposes of determining compliance with the financial
covenant set forth in this Section 6.8, Consolidated


                                       68




<PAGE>


Adjusted EBITDA shall be calculated with respect to such period on a pro forma
basis (including pro forma adjustments arising out of events which are directly
attributable to a specific transaction, are factually supportable and are
expected to have a continuing impact, in each case determined on a basis
consistent with Article 11 of Regulation S-X promulgated under the Securities
Act and as interpreted by the staff of the Securities and Exchange Commission,
which would include cost savings resulting from head count reduction, closure of
facilities and similar restructuring charges, which pro forma adjustments shall
be certified by the chief financial officer of Holdings) using the historical
audited financial statements of any business so acquired or to be acquired or
sold or to be sold and the consolidated financial statements of Holdings and its
Subsidiaries which shall be reformulated as if such Subject Transaction, and any
Indebtedness incurred or repaid in connection therewith, had been consummated or
incurred or repaid at the beginning of such period (and assuming that such
Indebtedness bears interest during any portion of the applicable measurement
period prior to the relevant acquisition at the weighted average of the interest
rates applicable to outstanding Loans incurred during such period).

     6.9. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit
Party shall, nor shall it permit any of its Subsidiaries to, enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease
(as lessor or sublessor), exchange, transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets
or property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, whether now owned or hereafter acquired, or acquire by
purchase or otherwise (other than purchases or other acquisitions of inventory,
materials and equipment and Capital Expenditures in the ordinary course of
business) the business, property or fixed assets of, or stock or other evidence
of beneficial ownership of, any Person or any division or line of business or
other business unit of any Person, except:

          (a) any Subsidiary of Holdings may be merged with or into Borrower or
any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any
part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of
such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the
continuing or surviving Person;

          (b) Asset Sales; provided (1) the consideration received for such
assets shall be in an amount at least equal to the fair market value thereof,
(2) no less than 80% thereof shall be paid in Cash, (3) the Net Asset Sale
Proceeds thereof shall be applied as required by Section 2.14(a) and (4) such
Asset Sales shall not constitute a sale of all or substantially all of the
Collateral.

          (c) disposals of obsolete, worn out or surplus property and other
sales of assets which do not constitute "Asset Sales";

          (d) Permitted Acquisitions, the non-equity consideration for which
constitutes (i) less than $12,500,000 in the aggregate in any Fiscal Year; and
(ii) less than $50,000,000 in the aggregate from the Closing Date to the date of
determination; provided, that the non-equity consideration of any Permitted
Acquisition may exceed the limitations set forth in clauses (i) and


                                       69




<PAGE>


(ii) of this Section 6.9(d), if Borrower delivers a revised Compliance
Certificate demonstrating that the Leverage Ratio calculated on a pro forma
basis in accordance with Section 6.8(d) after giving effect to such Permitted
Acquisition (as if such Permitted Acquisition had occurred in the beginning of
the period set forth in such Compliance Certificate) is equal to or less than
(i) 4.00:1.00 for Fiscal Year 2005, (ii) 3.25:1.00 for Fiscal Year 2006, (iii)
2.75:1.00 for Fiscal Year 2007 and (iv) 2.25:1.00 for Fiscal Year 2008; and

          (e) Investments made in accordance with Section 6.7.

     6.10. Disposal of Subsidiary Interests. Except for any (i) sale of
interests in the Capital Stock of any of its Subsidiaries in compliance with the
provisions of Section 6.9, (ii) pledges of the Capital Stock of Foreign
Subsidiaries to secure Indebtedness of such Foreign Subsidiary under Section
6.1(j), (iii) transfers and sales of Capital Stock of a Credit Party to a Credit
Party, (iv) transfers and sales of Capital Stock of a Non-Credit Party by a
Credit Party to a Credit Party, (v) transfers and sales of Capital Stock of a
Non-Credit Party by a Non-Credit Party, or (vi) except as provided in the First
Lien Credit Agreement (or any refinancings or replacements thereof permitted by
the terms of the Intercreditor Agreement), no Credit Party shall, nor shall it
permit any of its Subsidiaries to, (a) directly or indirectly sell, assign,
pledge or otherwise encumber or dispose of any Capital Stock of any of its
Subsidiaries, except to qualify directors if required by applicable law; or (b)
permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or
otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries,
except to another Credit Party (subject to the restrictions on such disposition
otherwise imposed hereunder), or to qualify directors if required by applicable
law.

     6.11. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any
of its Subsidiaries to, directly or indirectly, become or remain liable as
lessee or as a guarantor or other surety with respect to any lease of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, which such Credit Party (a) has sold or transferred or is to sell or
to transfer to any other Person (other than Holdings or any of its
Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit
Party to any Person (other than Holdings or any of its Subsidiaries) in
connection with such lease.

     6.12. Transactions with Shareholders and Affiliates. No Credit Party shall,
nor shall it permit any of its Subsidiaries to, directly or indirectly, enter
into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder of 5%
or more of any class of Capital Stock of Holdings or any of its Subsidiaries or
with any Affiliate of Holdings or of any such holder, on terms that are less
favorable to Holdings or that Subsidiary, as the case may be, than those that
might be obtained at the time from a Person who is not such a holder or
Affiliate; provided, the foregoing restriction shall not apply to (a) any
transaction between Borrower and any Guarantor Subsidiary; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing
body) of Holdings and its Subsidiaries; (c) compensation arrangements for
officers and other employees of Holdings and its Subsidiaries entered into in
the ordinary course of business; and (d) transactions described in Schedule
6.12.


                                       70




<PAGE>


     6.13. Conduct of Business. From and after the Closing Date, no Credit Party
shall, nor shall it permit any of its Subsidiaries to, engage in any business
other than the businesses engaged in by such Credit Party or its Subsidiaries,
in each case, on the Closing Date and similar or related businesses.

     6.14. Permitted Activities of Holdings. Holdings shall not (a) incur,
directly or indirectly, any Indebtedness or any other obligation or liability
whatsoever other than the Indebtedness permitted pursuant to Section 6.1 of this
Agreement; (b) create or suffer to exist any Lien upon any property or assets
now owned or hereafter acquired by it other than the Liens created under the
Collateral Documents to which it is a party or permitted pursuant to Section
6.2; (c) engage in any business or activity or own any assets other than (i)
holding 100% of the Capital Stock of Borrower, GenTek Financial Services Ltd., a
Barbados entity, and Con-X Corporation, an Alabama corporation, (ii) performing
its obligations and activities incidental thereto; and (iii) making Restricted
Junior Payments and Investments to the extent permitted by this Agreement; (d)
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person; (e) sell or otherwise dispose of
any Capital Stock of the Borrower; (f) create or acquire any direct Subsidiary
or directly make or own any Investment in any Person other than Borrower, GenTek
Financial Services Ltd. and Con-X Corporation; or (g) fail to hold itself out to
the public as a legal entity separate and distinct from all other Persons.

     6.15. Fiscal Year. No Credit Party shall, nor shall it permit any of its
Subsidiaries to change its Fiscal Year-end from December 31.

     6.16. Office of Foreign Assets Control. No Credit Party (i) will become a
person whose property or interests in property are blocked or subject to
blocking pursuant to Section 1 of Executive Order 13224 of September 23, 200l
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) will engage in
any dealings or transactions prohibited by Section 2 of such executive order, or
be otherwise associated with any such person in any manner violative of Section
2, or (iii) will otherwise become a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other OFAC regulation or executive order.

SECTION 7. GUARANTY

     7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2,
Guarantors jointly and severally hereby irrevocably and unconditionally guaranty
to Administrative Agent for the ratable benefit of the Beneficiaries the due and
punctual payment in full of all Obligations when the same shall become due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. 'SS' 362(a)) (collectively, the "Guaranteed Obligations").

     7.2. Contribution by Guarantors. All Guarantors desire to allocate among
themselves (collectively, the "Contributing Guarantors"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on


                                       71




<PAGE>


any date by a Guarantor (a "Funding Guarantor") under this Guaranty such that
its Aggregate Payments exceeds its Fair Share as of such date, such Funding
Guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in an amount sufficient to cause each Contributing
Guarantor's Aggregate Payments to equal its Fair Share as of such date. "Fair
Share" means, with respect to a Contributing Guarantor as of any date of
determination, an amount equal to (a) the ratio of (i) the Fair Share
Contribution Amount with respect to such Contributing Guarantor to (ii) the
aggregate of the Fair Share Contribution Amounts with respect to all
Contributing Guarantors multiplied by (b) the aggregate amount paid or
distributed on or before such date by all Funding Guarantors under this Guaranty
in respect of the obligations Guaranteed. "Fair Share Contribution Amount"
means, with respect to a Contributing Guarantor as of any date of determination,
the maximum aggregate amount of the obligations of such Contributing Guarantor
under this Guaranty that would not render its obligations hereunder or
thereunder subject to avoidance as a fraudulent transfer or conveyance under
Section 548 of Title 11 of the United States Code or any comparable applicable
provisions of state law; provided, solely for purposes of calculating the "Fair
Share Contribution Amount" with respect to any Contributing Guarantor for
purposes of this Section 7.2, any assets or liabilities of such Contributing
Guarantor arising by virtue of any rights to subrogation, reimbursement or
indemnification or any rights to or obligations of contribution hereunder shall
not be considered as assets or liabilities of such Contributing Guarantor.
"Aggregate Payments" means, with respect to a Contributing Guarantor as of any
date of determination, an amount equal to (1) the aggregate amount of all
payments and distributions made on or before such date by such Contributing
Guarantor in respect of this Guaranty (including, without limitation, in respect
of this Section 7.2), minus (2) the aggregate amount of all payments received on
or before such date by such Contributing Guarantor from the other Contributing
Guarantors as contributions under this Section 7.2. The amounts payable as
contributions hereunder shall be determined as of the date on which the related
payment or distribution is made by the applicable Funding Guarantor. The
allocation among Contributing Guarantors of their obligations as set forth in
this Section 7.2 shall not be construed in any way to limit the liability of any
Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to
the contribution agreement set forth in this Section 7.2.

     7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby
jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Borrower to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 'SS'
362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal
to the sum of the unpaid principal amount of all Guaranteed Obligations then due
as aforesaid, accrued and unpaid interest on such Guaranteed Obligations
(including interest which, but for Borrower's becoming the subject of a case
under the Bankruptcy Code, would have accrued on such Guaranteed Obligations,
whether or not a claim is allowed against Borrower for such interest in the
related bankruptcy case) and all other Guaranteed Obligations then owed to
Beneficiaries as aforesaid.


                                       72




<PAGE>


     7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its
obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or
equitable discharge of a guarantor or surety other than payment in full of the
Guaranteed Obligations. In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees as follows:

          (a) this Guaranty is a guaranty of payment when due and not of
collectability. This Guaranty is a primary obligation of each Guarantor and not
merely a contract of surety;

          (b) Administrative Agent may enforce this Guaranty upon the occurrence
of an Event of Default notwithstanding the existence of any dispute between
Borrower and any Beneficiary with respect to the existence of such Event of
Default;

          (c) the obligations of each Guarantor hereunder are independent of the
obligations of Borrower and the obligations of any other guarantor (including
any other Guarantor) of the obligations of Borrower, and a separate action or
actions may be brought and prosecuted against such Guarantor whether or not any
action is brought against Borrower or any of such other guarantors and whether
or not Borrower is joined in any such action or actions;

          (d) payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor,
limit, affect, modify or abridge any other Guarantor's liability hereunder in
respect of the Guaranteed Obligations;

          (e) any Beneficiary, upon such terms as it deems appropriate, without
notice or demand and without affecting the validity or enforceability hereof or
giving rise to any reduction, limitation, impairment, discharge or termination
of any Guarantor's liability hereunder, from time to time may (i) renew, extend,
accelerate, increase the rate of interest on, or otherwise change the time,
place, manner or terms of payment of the Guaranteed Obligations; (ii) settle,
compromise, release or discharge, or accept or refuse any offer of performance
with respect to, or substitutions for, the Guaranteed Obligations or any
agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment hereof or
the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or
without consideration, any security for payment of the Guaranteed Obligations,
any other guaranties of the Guaranteed Obligations, or any other obligation of
any Person (including any other Guarantor) with respect to the Guaranteed
Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations
and direct the order or manner of sale thereof, or exercise any other right or
remedy that such Beneficiary may have against any such security, in each case as
such Beneficiary in its discretion may determine consistent herewith or the
applicable Hedge Agreement and any applicable security agreement,


                                       73




<PAGE>


including foreclosure on any such security pursuant to one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, and even though such action operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of any Guarantor
against Borrower or any security for the Guaranteed Obligations; and (vi)
exercise any other rights available to it under the Credit Documents or the
Hedge Agreements; and

          (f) this Guaranty and the obligations of Guarantors hereunder shall be
valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than payment in full
of the Guaranteed Obligations), including the occurrence of any of the
following, whether or not any Guarantor shall have had notice or knowledge of
any of them: (i) any failure or omission to assert or enforce or agreement or
election not to assert or enforce, or the stay or enjoining, by order of court,
by operation of law or otherwise, of the exercise or enforcement of, any claim
or demand or any right, power or remedy (whether arising under the Credit
Documents or the Hedge Agreements, at law, in equity or otherwise) with respect
to the Guaranteed Obligations or any agreement relating thereto, or with respect
to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents, any of
the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each
case whether or not in accordance with the terms hereof or such Credit Document,
such Hedge Agreement or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto,
at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments
received pursuant to the other Credit Documents or any of the Hedge Agreements
or from the proceeds of any security for the Guaranteed Obligations, except to
the extent such security also serves as collateral for indebtedness other than
the Guaranteed Obligations) to the payment of indebtedness other than the
Guaranteed Obligations, even though any Beneficiary might have elected to apply
such payment to any part or all of the Guaranteed Obligations; (v) any
Beneficiary's consent to the change, reorganization or termination of the
corporate structure or existence of Holdings or any of its Subsidiaries and to
any corresponding restructuring of the Guaranteed Obligations; (vi) any failure
to perfect or continue perfection of a security interest in any collateral which
secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or
counterclaims which Borrower may allege or assert against any Beneficiary in
respect of the Guaranteed Obligations, including failure of consideration,
breach of warranty, payment, statute of frauds, statute of limitations, accord
and satisfaction and usury; and (viii) any other act or thing or omission, or
delay to do any other act or thing, which may or might in any manner or to any
extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed
Obligations.

     7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit
of Beneficiaries: (a) any right to require any Beneficiary, as a condition of
payment or performance by such Guarantor, to (i) proceed against Borrower, any
other guarantor (including any other Guarantor) of the Guaranteed Obligations or
any other Person, (ii) proceed against or exhaust any security held from
Borrower, any such other guarantor or any other Person, (iii) proceed against or
have resort to any balance of any Deposit Account or credit on the books of any


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Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other
remedy in the power of any Beneficiary whatsoever; (b) any defense arising by
reason of the incapacity, lack of authority or any disability or other defense
of Borrower or any other Guarantor including any defense based on or arising out
of the lack of validity or the unenforceability of the Guaranteed Obligations or
any agreement or instrument relating thereto or by reason of the cessation of
the liability of Borrower or any other Guarantor from any cause other than
payment in full of the Guaranteed Obligations; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Beneficiary's errors or omissions in
the administration of the Guaranteed Obligations, except behavior which amounts
to bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal
or equitable discharge of such Guarantor's obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments
and counterclaims, and (iv) promptness, diligence and any requirement that any
Beneficiary protect, secure, perfect or insure any security interest or lien or
any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default hereunder, the Hedge Agreements
or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Guaranteed Obligations or any agreement related
thereto, notices of any extension of credit to Borrower and notices of any of
the matters referred to in Section 7.4 and any right to consent to any thereof;
and (g) any defenses or benefits that may be derived from or afforded by law
which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms hereof.

     7.6. Guarantors' Rights of Subrogation, Contribution, etc. Until the
Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor
hereby waives any claim, right or remedy, direct or indirect, that such
Guarantor now has or may hereafter have against Borrower or any other Guarantor
or any of its assets in connection with this Guaranty or the performance by such
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation (a) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter
have against Borrower with respect to the Guaranteed Obligations, (b) any right
to enforce, or to participate in, any claim, right or remedy that any
Beneficiary now has or may hereafter have against Borrower, and (c) any benefit
of, and any right to participate in, any collateral or security now or hereafter
held by any Beneficiary. In addition, until the Guaranteed Obligations shall
have been indefeasibly paid in full, each Guarantor shall withhold exercise of
any right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guaranteed Obligations, including,
without limitation, any such right of contribution as contemplated by Section
7.2. Each Guarantor further agrees that, to the extent the waiver or agreement
to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
Borrower or against any collateral or security, and any rights of contribution
such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against Borrower, to all
right, title and interest any Beneficiary may have in any such collateral or
security, and any rights of contribution such Guarantor may have against any
such other guarantor, shall be junior and subordinate to any rights any
Beneficiary may have against Borrower, to all right, title and interest any
Beneficiary may have in any such collateral


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or security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full, such amount shall be held in trust for Administrative Agent on
behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent
for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms hereof.

     7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or
any Guarantor now or hereafter held by any Guarantor (the "Obligee Guarantor")
is hereby subordinated in right of payment to the Guaranteed Obligations, and
any such indebtedness collected or received by the Obligee Guarantor after an
Event of Default has occurred and is continuing shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or
limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.

     7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall
remain in effect until all of the Guaranteed Obligations shall have been paid in
full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty
as to future transactions giving rise to any Guaranteed Obligations.

     7.9. Authority of Guarantors or Borrower. It is not necessary for any
Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower
or the officers, directors or any agents acting or purporting to act on behalf
of any of them.

     7.10. Financial Condition of Borrower. The Term Loans may be made to
Borrower and any Hedge Agreements may be entered into from time to time, in each
case without notice to or authorization from any Guarantor regardless of the
financial or other condition of Borrower at the time of any such grant or
continuation or at the time such Hedge Agreement is entered into, as the case
may be. No Beneficiary shall have any obligation to disclose or discuss with any
Guarantor its assessment, or any Guarantor's assessment, of the financial
condition of Borrower. Each Guarantor has adequate means to obtain information
from Borrower on a continuing basis concerning the financial condition of
Borrower and its ability to perform its obligations under the Credit Documents
and the Hedge Agreements, and each Guarantor assumes the responsibility for
being and keeping informed of the financial condition of Borrower and of all
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.
Each Guarantor hereby waives and relinquishes any duty on the part of any
Beneficiary to disclose any matter, fact or thing relating to the business,
operations or conditions of Borrower now known or hereafter known by any
Beneficiary.

     7.11. Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain
outstanding, no Guarantor shall, without the prior written consent of
Administrative Agent acting pursuant to the instructions of Requisite Lenders,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against Borrower or any
other Guarantor. The obligations of Guarantors hereunder shall not be reduced,
limited, impaired, discharged, deferred, suspended or terminated by any case or
proceeding, voluntary or


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involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of Borrower or any other Guarantor or by any defense
which Borrower or any other Guarantor may have by reason of the order, decree or
decision of any court or administrative body resulting from any such proceeding.

          (b) Each Guarantor acknowledges and agrees that any interest on any
portion of the Guaranteed Obligations which accrues after the commencement of
any case or proceeding referred to in clause (a) above (or, if interest on any
portion of the Guaranteed Obligations ceases to accrue by operation of law by
reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or
proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the
Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should
be determined without regard to any rule of law or order which may relieve
Borrower of any portion of such Guaranteed Obligations. Guarantors will permit
any trustee in bankruptcy, receiver, debtor in possession, assignee for the
benefit of creditors or similar person to pay Administrative Agent, or allow the
claim of Administrative Agent in respect of, any such interest accruing after
the date on which such case or proceeding is commenced.

          (c) In the event that all or any portion of the Guaranteed Obligations
are paid by Borrower, the obligations of Guarantors hereunder shall continue and
remain in full force and effect or be reinstated, as the case may be, in the
event that all or any part of such payment(s) are rescinded or recovered
directly or indirectly from any Beneficiary as a preference, fraudulent transfer
or otherwise, and any such payments which are so rescinded or recovered shall
constitute Guaranteed Obligations for all purposes hereunder.

     7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital
Stock of any Guarantor or any of its successors in interest hereunder shall be
sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

     8.1. Events of Default. If any one or more of the following conditions or
events shall occur:

          (a) Failure to Make Payments When Due. Failure by Borrower to pay (i)
when due any installment of principal of any Loan, whether at stated maturity,
by acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; or (ii) any interest on any Loan or any fee or any other amount due
hereunder within five days after the date due; or

          (b) Default in Other Agreements. (i) Failure of any Credit Party or
any of their respective Subsidiaries to pay when due any principal of or
interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in


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Section 8.1(a)) with an aggregate principal amount of (A) $6,250,000 or more
with respect to any Credit Party and (B) $12,500,000 or more with respect to any
Foreign Subsidiary, in each case beyond the grace period, if any, provided
therefor; or (ii) breach or default by any Credit Party with respect to any
other material term of (1) one or more items of Indebtedness in the individual
or aggregate principal amounts referred to in clause (i) above or (2) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness, in each case beyond the grace period, if any, provided therefor,
if the effect of such breach or default is to cause, or to permit the holder or
holders of that Indebtedness (or a trustee on behalf of such holder or holders),
to cause, that Indebtedness to become or be declared due and payable (or
redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be; provided, however, that with respect
to any failure to pay or breach or default under the First Lien Credit Agreement
or any refinancings or replacements thereof permitted by the Intercreditor
Agreement, such event shall only constitute an Event of Default hereunder to the
extent there is an Event of Default under Section 8.1(a), (f) or (g) of the
First Lien Credit Agreement or any such refinancings or replacements, as
applicable; or

          (c) Breach of Certain Covenants. Failure of any Credit Party to
perform or comply with any term or condition contained in Section 2.6, Section
5.2 or Section 6; or

          (d) Breach of Representations, etc. Any representation, warranty,
certification or other statement made or deemed made by any Credit Party in any
Credit Document or in any statement or certificate at any time given by any
Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or
in connection herewith or therewith shall be false in any material respect as of
the date made or deemed made; or

          (e) Other Defaults Under Credit Documents. Any Credit Party shall
default in the performance of or compliance with any term contained herein or
any of the other Credit Documents, other than any such term referred to in any
other Section of this Section 8.1, and such default shall not have been remedied
or waived within thirty days after the earlier of (i) an officer of such Credit
Party becoming aware of such default or (ii) receipt by Borrower of notice from
Administrative Agent or any Lender of such default; or

          (f) Involuntary Bankruptcy; Appointment of Receiver, etc.. (i) A court
of competent jurisdiction shall enter a decree or order for relief in respect of
Holdings or any of its Subsidiaries (other than DTA Development, LLC and
Waterside Urban Renewal Corporation) in an involuntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, which decree or order is not stayed; or any other similar
relief shall be granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against Holdings or any of its Subsidiaries
under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect; or a decree or order of a court
having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar
powers over Holdings or any of its Subsidiaries, or over all or a substantial
part of its property, shall have been entered; or there shall have occurred the
involuntary appointment of an interim receiver, trustee or other custodian of
Holdings or any of its Subsidiaries for all or a substantial part of its
property; or a warrant of attachment, execution or similar process shall have
been issued against any substantial part of the property of Holdings or any of
its


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Subsidiaries, and any such event described in this clause (ii) shall continue
for sixty days without having been dismissed, bonded or discharged; or

          (g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings
or any of its Subsidiaries (other than DTA Development, LLC and Waterside Urban
Renewal Corporation) shall have an order for relief entered with respect to it
or shall commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or
Holdings or any of its Subsidiaries shall make any assignment for the benefit of
creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall
fail generally, or shall admit in writing its inability, to pay its debts as
such debts become due; or the board of directors (or similar governing body) of
Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions
referred to herein or in Section 8.1(f); or

          (h) Judgments and Attachments. Any money judgment, writ or warrant of
attachment or similar process involving in the aggregate at any time an amount
in excess of $1,000,000 (in either case to the extent not adequately covered by
insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage) shall be entered or filed against Holdings or any of its
Subsidiaries or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of sixty days (or in any event
later than five days prior to the date of any proposed sale thereunder); or

          (i) Dissolution. Any order, judgment or decree shall be entered
against any Credit Party decreeing the dissolution or split up of such Credit
Party and such order shall remain undischarged or unstayed for a period in
excess of thirty days; or

          (j) Employee Benefit Plans. (i) There shall occur one or more ERISA
Events which individually or in the aggregate results in or might reasonably be
expected to result in liability of Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates that could reasonably be expected to have a
Material Adverse Effect; or (ii) there exists any fact or circumstance that
reasonably could be expected to result in the imposition of a Lien or security
interest under Section 412(n) of the Internal Revenue Code or under ERISA that
could reasonably be expected to have a Material Adverse Effect.

          (k) Change of Control. A Change of Control shall occur; or

          (l) Guaranties, Collateral Documents and other Credit Documents. At
any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to
be in full force and effect (other than in accordance with its terms) or shall
be declared to be null and void or any Guarantor shall repudiate its obligations
thereunder, (ii) this Agreement or any Collateral Document ceases to be in full
force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of the Obligations
in accordance with the terms hereof) or shall be declared null and void, or
Collateral Agent shall not have or shall cease to


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have a valid and perfected Lien in any Collateral purported to be covered by the
Collateral Documents with the priority required by the relevant Collateral
Document, in each case for any reason other than the failure of Collateral Agent
or any Secured Party to take any action within its control, or (iii) any Credit
Party shall contest the validity or enforceability of any Credit Document in
writing or deny in writing that it has any further liability, including with
respect to future advances by Lenders, under any Credit Document to which it is
a party;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any (x) other
Event of Default or (y) an acceleration of all loans under First Lien Credit
Agreement and/or termination by requisite lenders of commitments pursuant to the
last paragraph of Section 8.1 thereunder, then, at the request of (or with the
consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent,
(A) each of the following shall immediately become due and payable, in each case
without presentment, demand, protest or other requirements of any kind, all of
which are hereby expressly waived by each Credit Party: (I) the unpaid principal
amount of and accrued interest on the Loans, and (II) all other Obligations; and
(C) Administrative Agent may cause Collateral Agent to enforce any and all Liens
and security interests created pursuant to Collateral Documents subject to the
terms of the Intercreditor Agreement.

SECTION 9. AGENTS

     9.1. Appointment and Authority. Each of the Lenders hereby irrevocably
appoints GSCP to act on its behalf as the Administrative Agent hereunder and
under the other Credit Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. BOFA is hereby appointed
Documentation Agent hereunder, and each Lender hereby authorizes Documentation
Agent to act as its agent in accordance with the terms hereof and the other
Credit Documents. The provisions of this Section are solely for the benefit of
the Administrative Agent and the Lenders, and neither the Borrower nor any other
Credit Party shall have rights as a third party beneficiary of any of such
provisions. As of the Closing Date, neither GSCP, in its capacity as Syndication
Agent, nor BOFA, in its capacity as Documentation Agent, shall have any
obligations but shall be entitled to all benefits of this Section 9.

     9.2. Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Credit Parties or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.


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     9.3. Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Credit Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

          (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

          (b) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Credit Documents that the
Administrative Agent is required to exercise as directed in writing by the
Requisite Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Credit Documents), provided that
the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Credit Document or applicable law; and

          (c) shall not, except as expressly set forth herein and in the other
Credit Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to any of the Credit Parties or
any of their respective Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any
capacity.

     The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Requisite Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 10.5) or (ii) in the absence of its own
gross negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until notice describing such
Default is given to the Administrative Agent by the Borrower or a Lender.

     The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Credit
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Section 3 or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

     9.4. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have


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been made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of
a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

     9.5. Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Credit Document by or through any one or more sub agents appointed by the
Administrative Agent. The Administrative Agent and any such sub agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Affiliates. The exculpatory provisions of this Section
shall apply to any such sub agent and to the Affiliates of the Administrative
Agent and any such sub agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

     9.6. Resignation of Administrative Agent. The Administrative Agent may at
any time give notice of its resignation to the Lenders and the Borrower. Upon
receipt of any such notice of resignation, the Requisite Lenders shall have the
right, in consultation with the Borrower, to appoint a successor, which shall be
a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States. If no such successor shall have been so
appointed by the Requisite Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the Borrower
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Credit Documents (except
that in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders under any of the Credit Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender directly, until
such time as the Requisite Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor's
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Credit Documents (if not already discharged therefrom as
provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
retiring Administrative Agent's resignation hereunder and under the other Credit
Documents, the provisions of this Section 9 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub agents and


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their respective Affiliates in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

     9.7. Non-Reliance on Administrative Agent and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Affiliates and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Affiliates and based on
such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Credit Document or any related agreement or any
document furnished hereunder or thereunder.

     9.8. No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Bookrunner, Arrangers or Syndication Agent listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder.

     9.9. Administrative Agent May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Credit Party, the Administrative Agent (irrespective of whether the
principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise

          (a) to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.11, 10.2, 10.3 and 10.4) allowed in such
judicial proceeding; and

          (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.11 and 10.02 and 10.3.

     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization,


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arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding.

     9.10. Collateral and Guaranty Matters. The Lenders irrevocably authorize
the Administrative Agent, at its option and in its discretion,

          (a) to release any Lien on any property granted to or held by the
Administrative Agent under any Credit Document (i) upon payment in full of all
Obligations (other than contingent indemnification obligations), (ii) that is
sold or to be sold as part of or in connection with any sale permitted hereunder
or under any other Credit Document, or (iii) subject to Section 10.5, if
approved, authorized or ratified in writing by the Requisite Lenders;

          (b) to subordinate any Lien on any property granted to or held by the
Administrative Agent under any Credit Document to the holder of any Lien on such
property that is permitted by Section 6.2; and

          (c) to release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder.

     Upon request by the Administrative Agent at any time, the Requisite Lenders
will confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Subsidiary Guarantor from its obligations under the Guaranty pursuant to
this Section.

SECTION 10. MISCELLANEOUS

     10.1. Notices. Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given to a Credit Party,
Syndication Agent, Collateral Agent, Documentation Agent or Administrative
Agent, shall be sent to such Person's address as set forth on Appendix B or in
the other relevant Credit Document, and in the case of any Lender, the address
as indicated on Appendix B or otherwise indicated to Administrative Agent in
writing. Each notice hereunder shall be in writing and may be personally served,
telexed or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, upon receipt of telefacsimile or
telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided, no notice to any Agent shall
be effective until received by such Agent; provided further, any such notice or
other communication shall at the request of the Administrative Agent be provided
to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by
the Administrative Agent from time to time.

     10.2. Expenses. Whether or not the transactions contemplated hereby shall
be consummated, Borrower agrees to pay promptly (a) all the actual and
reasonable costs and expenses of preparation of the Credit Documents and any
consents, amendments, waivers or other


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modifications thereto; (b) all the costs of furnishing all opinions by counsel
for Borrower and the other Credit Parties; (c) the reasonable fees, expenses and
disbursements of a single counsel to all of the Agents in connection with the
negotiation, preparation, execution and administration of the Credit Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by Borrower; (d) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Collateral
Agent, for the benefit of Lenders pursuant hereto, including filing and
recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums and reasonable fees, expenses and disbursements of
counsel to each Agent and of counsel providing any opinions that any Agent or
Requisite Lenders may request in respect of the Collateral or the Liens created
pursuant to the Collateral Documents; (e) all the actual costs and reasonable
fees, expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by Collateral Agent and its counsel) in
connection with the custody or preservation of any of the Collateral; (g) all
other actual and reasonable costs and expenses incurred by each Agent in
connection with the syndication of the Loans and Term Loan Commitments and the
negotiation, preparation and execution of the Credit Documents and any consents,
amendments, waivers or other modifications thereto and the transactions
contemplated thereby; and (h) after the occurrence and during the continuance of
a Default or an Event of Default, all costs and expenses, including reasonable
attorneys' fees and costs of settlement, incurred by any Agent and Lenders in
enforcing any Obligations of or in collecting any payments due from any Credit
Party hereunder or under the other Credit Documents by reason of such Default or
Event of Default (including in connection with the sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the Guaranty)
or in connection with any refinancing or restructuring of the credit
arrangements provided hereunder in the nature of a "work-out" or pursuant to any
insolvency or bankruptcy cases or proceedings.

     10.3. Indemnity.

          (a) In addition to the payment of expenses pursuant to Section 10.2,
whether or not the transactions contemplated hereby shall be consummated, each
Credit Party agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless, each Agent and Lender and the officers,
partners, directors, trustees, attorneys, employees, agents, sub-agents and
Affiliates of each Agent and each Lender (each, an "Indemnitee"), from and
against any and all Indemnified Liabilities; provided, no Credit Party shall
have any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities arise from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this
Section 10.3 may be unenforceable in whole or in part because they are violative
of any law or public policy, the applicable Credit Party shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them.

          (b) To the extent permitted by applicable law, no Credit Party shall
assert, and each Credit Party hereby waives, any claim against Lenders, Agents
and their respective Affiliates, directors, employees, attorneys, agents or
sub-agents, on any theory of liability, for


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special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) (whether or not the claim therefor is based on contract, tort or
duty imposed by any applicable legal requirement) arising out of, in connection
with, arising out of, as a result of, or in any way related to, this Agreement
or any Credit Document or any agreement or instrument contemplated hereby or
thereby or referred to herein or therein, the transactions contemplated hereby
or thereby, any Loan or the use of the proceeds thereof or any act or omission
or event occurring in connection therewith, and Holdings and Borrower hereby
waives, releases and agrees not to sue upon any such claim or any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

     10.4. Set-Off. Subject to the terms of the Intercreditor Agreement, in
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence and during the
continuance of any Event of Default each Lender is hereby authorized by each
Credit Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Credit Party or to any other Person (other than
Administrative Agent), any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of any
Credit Party against and on account of the obligations and liabilities of any
Credit Party to such Lender hereunder, and under the other Credit Documents,
including all claims of any nature or description arising out of or connected
hereto, or with any other Credit Document, irrespective of whether or not (a)
such Lender shall have made any demand hereunder or (b) the principal of or the
interest on the Loans or any other amounts due hereunder shall have become due
and payable pursuant to Section 2 and although such obligations and liabilities,
or any of them, may be contingent or unmatured.

     10.5. Amendments and Waivers.

          (a) Requisite Lenders' Consent. Subject to Section 10.5(b) and
10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall in any event be effective without the written concurrence of the Requisite
Lenders.

          (b) Affected Lenders' Consent. Without the written consent of each
Lender that would be affected thereby, no amendment, modification, termination,
or consent shall be effective if the effect thereof would:

               (i) extend the scheduled final maturity of any Loan or Note;

               (ii) waive, reduce or postpone any scheduled repayment of
     interest;

               (iii) waive, amend, postpone or reduce any prepayment premium;

               (iv) reduce the rate of interest on any Loan (other than any
     waiver of any increase in the interest rate applicable to any Loan pursuant
     to Section 2.10) or any fee payable hereunder;


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<PAGE>


               (v) extend the time for payment of any such interest or fees;

               (vi) reduce the principal amount of any Loan;

               (vii) amend, modify, terminate or waive any provision of this
     Section 10.5(b) or Section 10.5(c);

               (viii) amend the definition of "Requisite Lenders" or "Pro Rata
     Share" or any requirements herein or in any of the other Loan Documents for
     ratable or Pro Rata treatment of the Lenders, including without limitation
     Section 2.16(c) or Section 2.17 hereof and Section 7.2 of the Pledge and
     Security Agreement; provided, with the consent of Requisite Lenders,
     additional extensions of credit pursuant hereto may be included in the
     determination of "Requisite Lenders" or "Pro Rata Share" on substantially
     the same basis as the Term Loan Commitments and the Term Loans are included
     on the Closing Date;

               (ix) release all or substantially all of the Collateral or all or
     substantially all of the Guarantors from the Guaranty except as expressly
     provided in the Credit Documents; or

               (x) consent to the assignment or transfer by any Credit Party of
     any of its rights and obligations under any Credit Document or restrict the
     rights of Lenders to assign or transfer their Loans or interests therein as
     provided herein.

          (c) Other Consents. No amendment, modification, termination or waiver
of any provision of the Credit Documents, or consent to any departure by any
Credit Party therefrom, shall amend, modify, terminate or waive any provision of
Section 9 as the same applies to any Agent, or any other provision hereof as the
same applies to the rights or obligations of any Agent, in each case without the
consent of such Agent.

          (d) Execution of Amendments, etc. Administrative Agent may, but shall
have no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances. Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.5 shall be binding
upon each Lender at the time outstanding, each future Lender and, if signed by a
Credit Party, on such Credit Party.

     10.6. Successors and Assigns; Participations.

          (a) Generally. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of Lenders. No Credit Party's
rights or obligations hereunder nor any interest therein may be assigned or
delegated by any Credit Party without the prior written consent of all Lenders.
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby,
Affiliates of each of the


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Agents and Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

          (b) Register. Borrower, Administrative Agent and Lenders shall deem
and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Term Loan Commitments and Loans listed therein for
all purposes hereof, and no assignment or transfer of any such Term Loan
Commitment or Loan shall be effective, in each case, unless and until recorded
in the Register following receipt of (x) a written or electronic confirmation of
an assignment issued by a Settlement Service pursuant to Section 10.6(d) (a
"Settlement Confirmation") or (y) an Assignment Agreement effecting the
assignment or transfer thereof, in each case, as provided in Section 10.6(d).
Each assignment shall be recorded in the Register on the Business Day the
Settlement Confirmation or Assignment Agreement is received by the
Administrative Agent, if received by 12:00 noon New York City time, and on the
following Business Day if received after such time, prompt notice thereof shall
be provided to Borrower and a copy of such Assignment Agreement or Settlement
Confirmation shall be maintained, as applicable. The date of such recordation of
a transfer shall be referred to herein as the "Assignment Effective Date." Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is listed in the Register as a
Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding Term Loan Commitments or Loans.

          (c) Right to Assign. Each Lender shall have the right at any time to
sell, assign or transfer all or a portion of its rights and obligations under
this Agreement, including, without limitation, all or a portion of its Term Loan
Commitment or Loans owing to it or other Obligation (provided, however, that
each such assignment shall be of a uniform, and not varying, percentage of all
rights and obligations under and in respect of any Loan and any related Term
Loan Commitments):

               (i) to any Person meeting the criteria of clause (i) of the
     definition of the term of "Eligible Assignee" upon the giving of notice to
     Borrower and Administrative Agent; and

               (ii) to any Person meeting the criteria of clause (ii) of the
     definition of the term of "Eligible Assignee" and, to any such Person,
     consented to by each of Borrower and Administrative Agent (such consent not
     to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower,
     required at any time an Event of Default shall have occurred and then be
     continuing); provided, further each such assignment pursuant to this
     Section 10.6(c)(ii) shall be in an aggregate amount of not less than
     $500,000 as of the Trade Date (or such lesser amount as may be agreed to by
     Borrower and Administrative Agent or as shall constitute the aggregate
     amount of the Term Loan of the assigning Lender) with respect to the
     assignment of Term Loans;

     provided, however, notwithstanding anything to the contrary set forth in
this Agreement, any Lender that is also an Affiliate of any Credit Party shall
obtain the consent of the Agents, such consent to be provided in the sole
discretion of the Agents.


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          (d) Mechanics. Assignments of Term Loans by Lenders may be made via an
electronic settlement system acceptable to Administrative Agent as designated in
writing from time to time to the Lenders by Administrative Agent (the
"Settlement Service"). Each such assignment shall be effected by the assigning
Lender and proposed assignee pursuant to the procedures then in effect under the
Settlement Service, which procedures shall be consistent with the other
provisions of this Section 10.6. Each assignor Lender and proposed assignee
shall comply with the requirements of the Settlement Service in connection with
effecting any transfer of Loans pursuant to the Settlement Service.
Administrative Agent's and Borrower's consent shall be deemed to have been
granted, with regard to any Lender set forth on a list of pre-approved lenders
agreed to in advance between Borrower and GSCP, pursuant to Section 10.6(c)(ii)
with respect to any transfer effected through the Settlement Service. Subject to
the other requirements of this Section 10.6, assignments and assumptions of Term
Loans may also be effected by manual execution and delivery to the
Administrative Agent of an Assignment Agreement with, in the case of an
assignment pursuant to Section 10.6(c)(ii), the prior written consent of each of
Borrower and Administrative Agent (such consent not to be (x) unreasonably
withheld or delayed or (y) in the case of Borrower, required at any time an
Event of Default shall have occurred and then be continuing). Initially,
assignments and assumptions of Term Loans shall be effected by such manual
execution until Administrative Agent notifies Lenders to the contrary.
Assignments made pursuant to the foregoing provision shall be effective as of
the Assignment Effective Date. In connection with all assignments there shall be
delivered to Administrative Agent such forms, certificates or other evidence, if
any, with respect to United States federal income tax withholding matters as the
assignee under such Assignment Agreement may be required to deliver pursuant to
Section 2.20(c). Notwithstanding anything herein or in any Assignment Agreement
to the contrary and (i) unless notice to the contrary is delivered to the
Lenders from the Administrative Agent or (ii) so long as no Default or Event of
Default has occurred and is continuing, payment to the assignor by the assignee
in respect of the settlement of an assignment of any Term Loan shall include
such compensation to the assignor as may be agreed upon by the assignor and the
assignee with respect to all unpaid interest which has accrued on such Term Loan
to but excluding the Assignment Effective Date. On and after the applicable
Assignment Effective Date, the applicable assignee shall be entitled to receive
all interest paid or payable with respect to the assigned Term Loan, whether
such interest accrued before or after the applicable Assignment Effective Date.

          (e) Representations and Warranties of Assignee. Each Lender, upon
execution and delivery hereof or upon succeeding to an interest in the Term Loan
Commitments and Loans, as the case may be, represents and warrants as of the
Closing Date or as of the Assignment Effective Date that (i) it is an Eligible
Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or loans such as the applicable Term Loan Commitments or Loans, as
the case may be; and (iii) it will make or invest in, as the case may be, its
Term Loan Commitments or Loans for its own account in the ordinary course and
without a view to distribution of such Term Loan Commitments or Loans within the
meaning of the Securities Act or the Exchange Act or other federal securities
laws (it being understood that, subject to the provisions of this Section 10.6,
the disposition of such Term Loan Commitments or Loans or any interests therein
shall at all times remain within its exclusive control).

          (f) Effect of Assignment. Subject to the terms and conditions of this
Section 10.6, as of the "Assignment Effective Date" (i) the assignee thereunder
shall have the rights and


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<PAGE>


obligations of a "Lender" hereunder to the extent of its interest in the Loans
and Term Loan Commitments as reflected in the Register and shall thereafter be a
party hereto and a "Lender" for all purposes hereof; (ii) the assigning Lender
thereunder shall, to the extent that rights and obligations hereunder have been
assigned to the assignee, relinquish its rights (other than any rights which
survive the termination hereof under Section 10.8) and be released from its
obligations hereunder (other than its obligations to reimburse the Borrower for
refunds of gross-ups paid under Section 2.20 and its confidentiality obligations
under Section 10.17) (and, in the case of an assignment covering all or the
remaining portion of an assigning Lender's rights and obligations hereunder,
such Lender shall cease to be a party hereto on the Assignment Effective Date);
provided, anything contained in any of the Credit Documents to the contrary
notwithstanding, such assigning Lender shall continue to be entitled to the
benefit of all indemnities hereunder as specified herein with respect to matters
arising out of the prior involvement of such assigning Lender as a Lender
hereunder); (iii) the Term Loan Commitments shall be modified to reflect the
Commitment of such assignee and any Commitment of such assigning Lender, if any;
and (iv) if any such assignment occurs after the issuance of any Note hereunder,
the assigning Lender shall, upon the effectiveness of such assignment or as
promptly thereafter as practicable, surrender its applicable Notes to
Administrative Agent for cancellation, and thereupon Borrower, at Borrower's
expense, shall issue and deliver new Notes, if so requested by the assignee
and/or assigning Lender, to such assignee and/or to such assigning Lender, with
appropriate insertions, to reflect the outstanding Loans of the assignee and/or
the assigning Lender.

          (g) Participations. Each Lender shall have the right at any time to
sell one or more participations to any Person (other than Holdings, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Term Loan
Commitments, Loans or in any other Obligation. The holder of any such
participation, other than an Affiliate of the Lender granting such
participation, shall not be entitled to require such Lender to take or omit to
take any action hereunder except with respect to any amendment, modification or
waiver that would (i) extend the final scheduled maturity of any Loan or Note in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or fees thereon (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the
principal amount thereof, or increase the amount of the participant's
participation over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the
terms of such participation, and that an increase in any Term Loan shall be
permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under this Agreement or (iii) release all or substantially all of the Collateral
under the Collateral Documents (except as expressly provided in the Credit
Documents) supporting the Loans hereunder in which such participant is
participating. Borrower agrees that each participant shall be entitled to the
benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (c) of
this Section; provided, (i) a participant shall not be entitled to receive any
greater payment under Section 2.19 or 2.20 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
participant, unless the sale of the participation to such participant is made
with Borrower's prior written consent, (ii) a participant that would be a Non-US
Lender if it were a Lender shall not be entitled to the benefits of Section 2.20
unless Borrower is notified of the participation sold to such


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participant and such participant agrees, for the benefit of Borrower, to comply
with Section 2.20 as though it were a Lender and (iii) such participation is
entered in the Register. To the extent permitted by law, each participant also
shall be entitled to the benefits of Section 10.4 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.17 as though it were
a Lender.

          (h) [Reserved.]

          (i) Certain Other Assignments. In addition to any other assignment
permitted pursuant to this Section 10.6, any Lender may assign and/or pledge all
or any portion of its Loans, the other Obligations owed by or to such Lender,
and its Notes, if any, to secure obligations of such Lender including, without
limitation, (i) to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
operating circular issued by such Federal Reserve Bank or (ii) to any holder of,
trustee for, or any other representative of holders of, obligations owed or
securities issued by such Lender, as security for such obligations or
securities; provided, no Lender, as between Borrower and such Lender, shall be
relieved of any of its obligations hereunder as a result of any such assignment
and pledge, and provided further, in no event shall the applicable Federal
Reserve Bank, pledgee or trustee be considered to be a "Lender" or be entitled
to require the assigning Lender to take or omit to take any action hereunder.

     10.7. Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or would otherwise be within the limitations of, another covenant shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.

     10.8. Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of the Term Loans. Notwithstanding
anything herein or implied by law to the contrary, the agreements of each Credit
Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the
agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive
the payment of the Loans and the termination hereof.

     10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of
any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or
privilege. The rights, powers and remedies given to each Agent and each Lender
hereby are cumulative and shall be in addition to and independent of all rights,
powers and remedies existing by virtue of any statute or rule of law or in any
of the other Credit Documents or any of the Hedge Agreements. Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.


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     10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender
shall be under any obligation to marshal any assets in favor of any Credit Party
or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Administrative Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

     10.11. Severability. In case any provision in or obligation hereunder or
any Note shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     10.12. Obligations Several; Independent Nature of Lenders' Rights. The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Term Loan Commitment of any other Lender hereunder.
Nothing contained herein or in any other Credit Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out hereof and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

     10.13. Headings. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

     10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).

     10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT,
OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY


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(a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE
COURTS OF ANY OTHER JURISDICTION.

     10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH
PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR
ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     10.17. Confidentiality. Each Lender shall hold all non-public information
regarding Borrower and its Subsidiaries and their businesses identified as such
by Borrower and obtained by such Lender pursuant to the requirements hereof (in
the case of Lenders that are commercial


                                       93




<PAGE>


banks or commercial finance companies in accordance with such Lender's customary
procedures for handling confidential information of such nature), it being
understood and agreed by Borrower that, in any event, a Lender may make (i)
disclosures, in each case subject to the confidentiality provisions of this
Section, of such information to Affiliates of such Lender and to their agents
and advisors (and to other persons authorized by a Lender or Agent to organize,
present or disseminate such information in connection with disclosures otherwise
made in accordance with this Section 10.17), (ii) disclosures, in each case,
subject to the confidentiality provisions of this Section, of such information
reasonably required by any bona fide or potential assignee, transferee or
participant in connection with the contemplated assignment, transfer or
participation by such Lender of any Loans or any participations therein or by
any direct or indirect contractual counterparties (or the professional advisors
thereto) in Hedge Agreements (provided, such counterparties and advisors are
advised of and agree to be bound by the provisions of this Section 10.17), (iii)
disclosure to any rating agency when required by it, provided that, prior to any
disclosure, such rating agency shall undertake in writing to preserve the
confidentiality of any confidential information relating to the Credit Parties
received by it from any of the Agents or any Lender, and (iv) disclosures
required or requested by any governmental agency or representative thereof or by
the NAIC or pursuant to legal or judicial process; provided, unless specifically
prohibited by applicable law or court order, each Lender shall make reasonable
efforts to notify Borrower of any request by any governmental agency or
representative thereof (other than any such request in connection with any
examination of the financial condition or other routine examination of such
Lender by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information. Without limiting the
generality of the foregoing, no Lender shall (a) use non-public information for
any purpose other than the evaluation and monitoring of, and participation in,
this credit, or (b) share any non-public information with a competitor of the
Borrower or its Subsidiaries.

     10.18. Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate. If the
rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding
amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of
interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when
the Loans made hereunder are repaid in full the total interest due hereunder
(taking into account the increase provided for above) is less than the total
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect, then to
the extent permitted by law, Borrower shall pay to Administrative Agent an
amount equal to the difference between the amount of interest paid and the
amount of interest which would have been paid if the Highest Lawful Rate had at
all times been in effect. Notwithstanding the foregoing, it is the intention of
Lenders and Borrower to conform strictly to any applicable usury laws.
Accordingly, if any Lender contracts for, charges, or receives any consideration
which constitutes interest in excess of the Highest Lawful Rate, then any such
excess shall be cancelled automatically and, if previously paid, shall at such
Lender's option be applied to the outstanding amount of the Loans made hereunder
or be refunded to Borrower.


                                       94




<PAGE>


     10.19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

     10.20. Effectiveness. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
Borrower and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

     10.21. Patriot Act. Each Lender and Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information
that identifies Borrower, which information includes the name and address of
Borrower and other information that will allow such Lender or Administrative
Agent, as applicable, to identify Borrower in accordance with the Act.

     10.22. Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment Agreement
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

                  [Remainder of page intentionally left blank]


                                       95




<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                           GENTEK INC.


                                           By
                                              ----------------------------------
                                              Name:
                                              Title:


                                           GENTEK HOLDING, LLC


                                           By
                                              ----------------------------------
                                              Name:
                                              Title:


BALCRANK PRODUCTS INC.                     BIG T-2 COMPANY LLC


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


BINDERLINE DRAFTLINE, INC.                 CON-X CORPORATION


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


DEFIANCE, INC.                             DEFIANCE KINEMATICS INC.


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


                                       S-1




<PAGE>


DEFIANCE PRECISION PRODUCTS, INC.          DEFIANCE PRECISION PRODUCTS
                                           MANAGEMENT LLC


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


DEFIANCE TESTING & ENGINEERING             VIGILANT NETWORKS LLC
SERVICES, INC.


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


FINI ENTERPRISES, INC.                     GENERAL CHEMICAL PERFORMANCE PRODUCTS
                                           LLC


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


GENERAL CHEMICAL LLC                       GENERAL CHEMICAL WEST LLC


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


GENTEK TECHNOLOGIES MARKETING INC.         HY-FORM PRODUCTS, INC.


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


NOMA CORPORATION                           NOMA DELAWARE INC.


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


                                       S-2




<PAGE>


NOMA HOLDING INC.                          NOMA O.P., INC.


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


NOMA TECHNOLOGIES LIMITED PARTNERSHIP      DEFIANCE PRECISION PRODUCTS
                                           MANUFACTURING LLC


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


PRINTING DEVELOPMENTS, INC.                TOLEDO TECHNOLOGIES MANUFACTURING LLC


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


REHEIS, INC.                               TOLEDO TECHNOLOGIES INC.


By                                         By
   -------------------------------------      ----------------------------------
   Name:                                      Name:
   Title:                                     Title:


TOLEDO TECHNOLOGIES MANAGEMENT LLC


By
   -------------------------------------
   Name:
   Title:


                                       S-3




<PAGE>


                                           GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                           as Joint Lead Arranger, Sole
                                           Syndication Agent, Sole Bookrunner,
                                           Administrative Agent, Collateral
                                           Agent and a Lender


                                           By:
                                               ---------------------------------
                                                     Authorized Signatory


                                       S-4




<PAGE>


                                           BANC OF AMERICA SECURITIES LLC,
                                           as Joint Lead Arranger


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       S-5




<PAGE>


                                           BANK OF AMERICA, N.A.,
                                           as Documentation Agent and a Lender


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       S-6




<PAGE>


                                                                      APPENDIX A
                                    TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

                              Term Loan Commitments

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                         Pro
              Lender                      Term Loan Commitment        Rata Share
--------------------------------------------------------------------------------
<S>                                          <C>                        <C>
Goldman Sachs Credit Partners L.P.           $135,000,000.00            100.0%
--------------------------------------------------------------------------------
   Total                                     $   135,000,000              100%
================================================================================
</TABLE>


                                  APPENDIX A-1




<PAGE>


                                                                      APPENDIX B
                                    TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT

                                Notice Addresses

GENTEK INC.

90 East Halsey Road
Parsippany, NJ 07054
Attention: Chief Financial Officer
Telecopy No.: (973) 515-1997

with copies to:
90 East Halsey Road
Parsippany, NJ 07054
Attention: General Counsel
Telecopy No.: (973) 515-3244

GENTEK HOLDING, LLC

c/o GenTek Inc.
90 East Halsey Road
Parsippany, NJ 07054
Attention: Chief Financial Officer
Telecopy No.: (973) 515-1997

with copies to:
c/o GenTek Inc.
90 East Halsey Road
Parsippany, NJ 07054
Attention: General Counsel
Telecopy No.: (973) 515-3244

BALCRANK PRODUCTS INC.

BIG T-2 COMPANY LLC

BINDERLINE DRAFTLINE, INC.

CON-X CORPORATION

DEFIANCE, INC.

DEFIANCE KINEMATICS INC.

DEFIANCE PRECISION PRODUCTS, INC.


                                  APPENDIX B-2




<PAGE>


DEFIANCE PRECISION PRODUCTS MANAGEMENT LLC

DEFIANCE PRECISION PRODUCTS MANUFACTURING LLC

DEFIANCE TESTING & ENGINEERING SERVICES, INC.

FINI ENTERPRISES, INC.

GENERAL CHEMICAL PERFORMANCE PRODUCTS LLC

GENERAL CHEMICAL LLC

GENERAL CHEMICAL WEST LLC

GENTEK TECHNOLOGIES MARKETING INC.

HY-FORM PRODUCTS, INC.

NOMA CORPORATION

NOMA DELAWARE INC.

NOMA HOLDING INC.

NOMA O.P., INC.

NOMA TECHNOLOGIES LIMITED PARTNERSHIP

PRINTING DEVELOPMENTS, INC.

REHEIS, INC.

TOLEDO TECHNOLOGIES INC.

TOLEDO TECHNOLOGIES MANAGEMENT LLC

TOLEDO TECHNOLOGIES MANUFACTURING LLC

VIGILANT NETWORKS LLC

c/o GenTek Inc.
90 East Halsey Road
Parsippany, NJ 07054
Attention: Chief Financial Officer
Telecopy No.: (973) 515-1997

with copies to:
c/o GenTek Inc.


                                  APPENDIX B-3




<PAGE>


90 East Halsey Road
Parsippany, NJ 07054
Attention: General Counsel
Telecopy No.: (973) 515-3244


                                  APPENDIX B-4




<PAGE>


GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Sole Bookrunner, Sole Syndication Agent, Administrative
Agent, Collateral Agent and a Lender

     Goldman Sachs Credit Partners L.P.
     85 Broad Street
     New York, New York 10004
     Attention: Stephen King
     Telecopier: (212) 357-0932

with a copy to:

     Goldman Sachs Credit Partners L.P.
     85 Broad Street
     New York, New York 10004
     Attention: John Makrinos
     Telecopier: (212) 357-4597


                                  APPENDIX B-5




<PAGE>


BANK OF AMERICA, N.A.,
as Documentation Agent and a Lender

Documentation Agent's Principal Office:
     Credit Services
     MC: NC1-001-15-04
     One Independence Center
     101 N. Tryon St.
     Charlotte, NC 28255
     Attention: Jeffrey Rondeau
     Telecopier: 704.409.0034

with a copy to:
     Agency Management
     MA5 100-11-02
     100 Federal Street
     Boston, MA 02110
     Attention: William Faidell
     Telecopier: 617.434.0474


                                  APPENDIX B-6