<PAGE>


                                                                       EXECUTION

                                   FIRST 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 and Syndication Agent,

                         BANC OF AMERICA SECURITIES LLC,
                             as Joint Lead Arranger,

                      GENERAL ELECTRIC CAPITAL CORPORATION
                           as Co-Administrative Agent,

                                       and

                             BANK OF AMERICA, N.A.,
               as Co-Administrative Agent and as Collateral Agent

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

                  $295,000,000 Senior Secured Credit Facilities

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

                                                             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.............................................................28
   1.3. Interpretation, etc. ........................................................28

SECTION 2. LOANS AND LETTERS OF CREDIT...............................................29
   2.1. Term Loans...................................................................29
   2.2. Revolving Loans..............................................................29
   2.3. Swing Line Loans.............................................................30
   2.4. Issuance of Letters of Credit and Purchase of Participations Therein.........33
   2.5. Pro Rata Shares; Availability of Funds.......................................37
   2.6. Use of Proceeds..............................................................38
   2.7. Evidence of Debt; Register; Lenders' Books and Records; Notes. ..............38
   2.8. Interest on Loans............................................................39
   2.9. Conversion/Continuation......................................................41
   2.10. Default Interest............................................................41
   2.11. Fees........................................................................42
   2.12. Scheduled Payments/Commitment Reductions....................................42
   2.13. Voluntary Prepayments/Commitment Reductions.................................43
   2.14. Mandatory Prepayments/Commitment Reductions.................................46
   2.15. Application of Prepayments/Reductions.......................................48
   2.16. General Provisions Regarding Payments.......................................49
   2.17. Ratable Sharing.............................................................50
   2.18. Making or Maintaining Eurodollar Rate Loans.................................51
   2.19. Increased Costs; Capital Adequacy...........................................53
   2.20. Taxes; Withholding, etc. ...................................................54
   2.21. Obligation to Mitigate......................................................56
   2.22. Defaulting Lenders..........................................................57
   2.23. Removal or Replacement of a Lender..........................................58

SECTION 3. CONDITIONS PRECEDENT......................................................59
   3.1. Closing Date.................................................................59
   3.2. Conditions to Each Credit Extension..........................................63

SECTION 4. REPRESENTATIONS AND WARRANTIES............................................64
   4.1. Organization; Requisite Power and Authority; Qualification...................64
   4.2. Capital Stock and Ownership..................................................64
   4.3. Due Authorization............................................................65
   4.4. No Conflict..................................................................65
   4.5. Governmental Consents........................................................65
   4.6. Binding Obligation...........................................................65
   4.7. Historical Financial Statements..............................................65
</TABLE>


                                       ii




<PAGE>


<TABLE>
<S>                                                                                  <C>
   4.8. Projections..................................................................66
   4.9. No Material Adverse Change...................................................66
   4.10. [Reserved]..................................................................66
   4.11. Adverse Proceedings, etc. ..................................................66
   4.12. Payment of Taxes............................................................66
   4.13. Properties..................................................................66
   4.14. Environmental Matters.......................................................67
   4.15. No Defaults.................................................................68
   4.16. [Reserved]..................................................................68
   4.17. Governmental Regulation.....................................................68
   4.18. Margin Stock................................................................68
   4.19. Employee Matters............................................................68
   4.20. Employee Benefit Plans......................................................69
   4.21. Certain Fees................................................................69
   4.22. Solvency....................................................................70
   4.23. Compliance with Statutes, etc...............................................70
   4.24. Disclosure..................................................................70
   4.25. Patriot Act.................................................................70
   4.26. Office of Foreign Assets Control............................................70

SECTION 5. AFFIRMATIVE COVENANTS.....................................................71
   5.1. Financial Statements and Other Reports.......................................71
   5.2. Existence....................................................................74
   5.3. Payment of Taxes and Claims..................................................74
   5.4. Maintenance of Properties....................................................74
   5.5. Insurance....................................................................74
   5.6. Inspections..................................................................75
   5.7. Lenders Meetings.............................................................75
   5.8. Compliance with Laws.........................................................75
   5.9. Environmental................................................................75
   5.10. Subsidiaries................................................................78
   5.11. Additional Material Real Estate Assets......................................78
   5.12. Further Assurances..........................................................79
   5.13. Post-Closing Covenant.......................................................79

SECTION 6. NEGATIVE COVENANTS........................................................79
   6.1. Indebtedness.................................................................79
   6.2. Liens........................................................................81
   6.3. Equitable Lien...............................................................83
   6.4. No Further Negative Pledges..................................................83
   6.5. Restricted Junior Payments...................................................83
   6.6. Restrictions on Subsidiary Distributions.....................................83
   6.7. Investments..................................................................84
   6.8. Financial Covenants..........................................................85
   6.9. Fundamental Changes; Disposition of Assets; Acquisitions.....................87
   6.10. Disposal of Subsidiary Interests............................................87
   6.11. Sales and Lease-Backs.......................................................88
</TABLE>


                                       iii




<PAGE>


<TABLE>
<S>                                                                                 <C>
   6.12. Transactions with Shareholders and Affiliates...............................88
   6.13. Conduct of Business.........................................................88
   6.14. Permitted Activities of Holdings............................................88
   6.15. Fiscal Year.................................................................89
   6.16. Office of Foreign Assets Control............................................89

SECTION 7. GUARANTY..................................................................89
   7.1. Guaranty of the Obligations..................................................89
   7.2. Contribution by Guarantors...................................................89
   7.3. Payment by Guarantors........................................................90
   7.4. Liability of Guarantors Absolute.............................................90
   7.5. Waivers by Guarantors........................................................92
   7.6. Guarantors' Rights of Subrogation, Contribution, etc. .......................93
   7.7. Subordination of Other Obligations...........................................93
   7.8. Continuing Guaranty..........................................................94
   7.9. Authority of Guarantors or Borrower..........................................94
   7.10. Financial Condition of Borrower.............................................94
   7.11. Bankruptcy, etc. ...........................................................94
   7.12. Discharge of Guaranty Upon Sale of Guarantor................................95

SECTION 8. EVENTS OF DEFAULT.........................................................95
   8.1. Events of Default............................................................95

SECTION 9. AGENTS ...................................................................98
   9.1. Appointment and Authority....................................................98
   9.2. Rights as a Lender...........................................................98
   9.3. Exculpatory Provisions.......................................................99
   9.4. Reliance by Administrative Agent and Collateral Agent........................99
   9.5. Delegation of Duties........................................................100
   9.6. Resignation of Administrative Agent or the Collateral Agent.................100
   9.7. Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders....101
   9.8. No Other Duties, Etc........................................................101
   9.9. Administrative Agents May File Proofs of Claim..............................101
   9.10. Collateral and Guaranty Matters............................................102

SECTION 10. MISCELLANEOUS...........................................................103
   10.1. Notices....................................................................103
   10.2. Expenses...................................................................103
   10.3. Indemnity..................................................................104
   10.4. Set-Off....................................................................104
   10.5. Amendments and Waivers.....................................................105
   10.6. Successors and Assigns; Participations.....................................107
   10.7. Independence of Covenants..................................................110
   10.8. Survival of Representations, Warranties and Agreements.....................111
   10.9. No Waiver; Remedies Cumulative.............................................111
   10.10. Marshalling; Payments Set Aside...........................................111
   10.11. Severability..............................................................111
</TABLE>


                                       iv




<PAGE>


<TABLE>
<S>                                                                                 <C>
   10.12. Obligations Several; Independent Nature of Lenders' Rights................111
   10.13. Headings..................................................................112
   10.14. APPLICABLE LAW............................................................112
   10.15. CONSENT TO JURISDICTION...................................................112
   10.16. WAIVER OF JURY TRIAL......................................................112
   10.17. Confidentiality...........................................................113
   10.18. Usury Savings Clause......................................................114
   10.19. Counterparts..............................................................114
   10.20. Effectiveness.............................................................114
   10.21. Patriot Act...............................................................114
   10.22. Electronic Execution of Assignments.......................................114
</TABLE>


                                        v




<PAGE>


<TABLE>
<S>           <C>
APPENDICES:   A-1    Term Loan Commitments
              A-2    Revolving Commitments
              B      Notice Addresses

SCHEDULES:    1.1(a) Existing Letters of Credit
              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
              A-3    Issuance Notice
              B-1    Term Loan Note
              B-2    Revolving Loan Note
              B-3    Swing Line 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>


                    FIRST LIEN CREDIT AND GUARANTY AGREEMENT

          This FIRST 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"), BANC OF AMERICA SECURITIES LLC ("BAS", and together with
GSCP, the "Arrangers"), as Joint Lead Arranger, GENERAL ELECTRIC CAPITAL
CORPORATION, ("GECC"), as Co-Administrative Agent and BANK OF AMERICA, N.A.
("BOFA") as Collateral Agent (together with its permitted successor in such
capacity, "Collateral Agent") and as Co-Administrative Agent (together with GECC
and together with their permitted successors and assigns in such capacities,
each a "Co-Administrative Agent" and together, the "Administrative Agents").

                                    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 credit facilities to
Borrower, in an aggregate amount not to exceed $295,000,000, consisting of
$235,000,000 aggregate principal amount of Term Loans, and up to $60,000,000
aggregate principal amount of Revolving Commitments, the proceeds of which,
together with the proceeds of the Second Lien Term Loans borrowed by Borrower in
an aggregate principal amount equal to $135,000,000 will be used to (i) fund
employee pension liability in an aggregate amount not less than $35,000,000 with
the proceeds of the Term Loans; (ii) repay or retire Existing Indebtedness and
all or any portion of the Revolving Loans; (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 First Priority Lien
on substantially all of its assets, including a pledge of all of the Capital
Stock of each of its Domestic Subsidiaries (excluding any Excluded Domestic
Subsidiaries and Domestic Foreign Holding Companies) and 65% of all 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 First 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.




<PAGE>


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

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 Agents 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 Agents 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 BOFA 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 Agents, 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 Agents" 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).


                                        2




<PAGE>


          "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, 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 Agents and
Collateral Agent.

          "Aggregate Amounts Due" as defined in Section 2.17.

          "Aggregate Payments" as defined in Section 7.2.

          "Agreement" means this First 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, 2.75% per annum and (b) Base Rate Loans, 1.75% per annum;
provided, that in the event the Loans are rated B1 or better by Moody's then the
Applicable Margin shall be (a) 2.50% per annum with respect to Eurodollar Rate
Loans and (b) 1.50% per annum with respect to Base Rate Loans; (ii) with respect
to Revolving Loans that are Eurodollar Rate Loans, (a) from the Closing Date
until the date of delivery of the Compliance Certificate and the financial
statements for the period ending September 30, 2005, a percentage, per annum,
determined by reference to the following table as if the Leverage Ratio then in
effect were 3.50:1.00; and (b) thereafter, a percentage, per annum, determined
by reference to the Leverage Ratio in effect from time to time as set forth
below:

<TABLE>
<CAPTION>
----------------------------------
  Leverage      Applicable Margin
    Ratio      for Revolving Loans
----------------------------------
<S>                   <C>
>= 3.50:1.00          2.75%
----------------------------------
 < 3.50:1.00          2.50%
>= 3.00:1.00
----------------------------------
 < 3.00:1.00          2.25%
>= 2.50:1.00
----------------------------------
 < 2.5:1.00           2.00%
----------------------------------
</TABLE>


                                        3




<PAGE>


and (iii) with respect to Swing Line Loans and Revolving Loans that are Base
Rate Loans, a percentage amount equal to (a) the Applicable Margin for
Eurodollar Rate Loans as set forth in clause (ii)(a) or (ii)(b) above, as
applicable, minus (b) 1.00% per annum. No change in the Applicable Margin shall
be effective until two Business Days after the date on which Administrative
Agents shall have received the applicable financial statements and a Compliance
Certificate pursuant to Section 5.1(d) calculating the Leverage Ratio. At any
time Borrower has not submitted to Administrative Agents the applicable
information as and when required under Section 5.1(d), the Applicable Margin
shall be determined as if the Leverage Ratio were in excess of 3.50:1.00. Within
one Business Day of receipt of the applicable information under Section 5.1(d),
Administrative Agents shall give each Lender telefacsimile or telephonic notice
(confirmed in writing) of the Applicable Margin in effect from such date.

          "Applicable Revolving Commitment Fee Percentage" means (a) from the
Closing Date until the date of delivery of the Compliance Certificate and the
financial statements for the period ending September 30, 2005, 0.50% per annum;
and (b) thereafter, (i) 0.375% per annum, if the Leverage Ratio is less than or
equal to 2.00 to 1.00 and (ii) 0.50% per annum if the Leverage Ratio is greater
than 2.00:1.00. No change in the Applicable Revolving Commitment Fee Percentage
shall be effective until two Business Days after the date on which
Administrative Agents shall have received the applicable financial statements
and a Compliance Certificate pursuant to Section 5.1(d) calculating the Leverage
Ratio. At any time Borrower has not submitted to Administrative Agents the
applicable information as and when required under Section 5.1(d), the Applicable
Revolving Commitment Fee Percentage shall be determined as if the Leverage Ratio
were in excess of 2.00:1.00. Within one Business Day of receipt of the
applicable information under Section 5.1(d), Administrative Agents shall give
each Lender telefacsimile or telephonic notice (confirmed in writing) of the
Applicable Revolving Commitment Fee Percentage in effect from such date.

          "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.


                                        4




<PAGE>


          "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
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 Agents.

          "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, Issuing Bank, Lender and Lender
Counterparty.

          "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.


                                        5




<PAGE>


          "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 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


                                        6




<PAGE>


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.

          "Class" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Term Loan Exposure, and (b) Lenders
having Revolving Exposure (including Swing Line Lender), and (ii) with respect
to Loans, each of the following classes of Loans: (a) Term Loans, and (b)
Revolving Loans (including Swing Line Loans).

          "Closing Date" means February 28, 2005.

          "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).

          "Co-Administrative Agent" as defined in the preamble hereto.

          "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.

          "Commitment" means any Revolving Commitment or Term Loan Commitment.

          "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


                                        7




<PAGE>


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 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 except to the
extent the Revolving Commitments 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


                                        8




<PAGE>


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, (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.


                                        9




<PAGE>


          "Credit Date" means the date of a Credit Extension.

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

          "Credit Extension" means the making of a Loan or the issuing of a
Letter of Credit.

          "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.

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

          "Default Excess" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Loans of all Lenders (calculated as if all
Defaulting Lenders (other than such Defaulting Lender) had funded all of their
respective Defaulted Loans) over the aggregate outstanding principal amount of
all Loans of such Defaulting Lender.

          "Default Period" means, with respect to any Defaulting Lender, the
period commencing on the date of the applicable Funding Default and ending on
the earliest of the following dates: (i) the date on which all Commitments are
cancelled or terminated and/or the Obligations are declared or become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by
the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender or by the non-pro rata application of any voluntary or mandatory
prepayments of the Loans in accordance with the terms of Section 2.13 or Section
2.14 or by a combination thereof) and (b) such Defaulting Lender shall have
delivered to Borrower and Administrative Agents a written reaffirmation of its
intention to honor its obligations hereunder with respect to its Commitments,
and (iii) the date on which Borrower, Administrative Agents and Requisite
Lenders waive all Funding Defaults of such Defaulting Lender in writing.

          "Defaulted Loan" as defined in Section 2.22.

          "Defaulting Lender" as defined in Section 2.22.

          "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.


                                       10




<PAGE>


          "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.

          "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, 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.


                                       11




<PAGE>


          "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 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


                                       12




<PAGE>


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.

          "Existing Letters of Credit" means those existing letters of credit
issued by BOFA and listed on Schedule 1.1(a).

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


                                       13




<PAGE>


          "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 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.

          "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 Default" as defined in Section 2.22.

          "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.

          "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.


                                       14




<PAGE>


          "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
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


                                       15




<PAGE>


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, including Leverage Ratio as used in the definition of
Applicable Margin and Applicable Revolving Commitment Fee Percentage.

          "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 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 Credit Extensions or Issuing Bank's agreement to issue Letters of Credit 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


                                       16




<PAGE>


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.

          "Installment" as defined in Section 2.12(a).

          "Installment Date" as defined in Section 2.12(a).

          "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 Coverage Ratio" means the ratio as of the last day of any
Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter
period then ended, to (ii) Consolidated Cash Interest Expense for such
four-Fiscal Quarter period.

          "Interest Payment Date" means with respect to (i) any Loan that is a
Base Rate Loan, each March 31, June 30, September 30 and December 31 of each
year, commencing on the first such date to occur after the Closing Date and the
final maturity date of such Loan and (ii) any Loan that is a Eurodollar Rate
Loan, the last day of each Interest Period applicable to such Loan; provided, in
the case of each Interest Period of longer than three months "Interest Payment
Date" shall also include each date that is three months, or an integral multiple
thereof, after the commencement of such Interest Period.

          "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 Agents and available to each applicable Lender
as selected by Borrower in the applicable Funding Notice or
Conversion/Continuation Notice, (i) initially, commencing on the Credit 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
clauses (c) and (d), of this definition, end on the last Business Day of a
calendar month; (c) no Interest Period with respect to any portion of the Term
Loans shall extend beyond the Term Loan Maturity Date; and (d) no Interest
Period with respect to any portion of the Revolving Loans shall extend beyond
the Revolving Commitment Termination 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.


                                       17




<PAGE>


          "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.

          "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.

          "Issuance Notice" means an Issuance Notice substantially in the form
of Exhibit A-3.

          "Issuing Bank" means BOFA as Issuing Bank hereunder and with respect
to the Existing Letters of Credit together with its permitted successors and
assigns in such capacity.

          "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.

          "Letter of Credit" means a commercial or standby letter of credit
issued or to be issued by Issuing Bank pursuant to this Agreement, including the
Existing Letters of Credit.


                                       18




<PAGE>


          "Letter of Credit Sublimit" means the lesser of (i) $40,000,000 and
(ii) the aggregate unused amount of the Revolving Commitments then in effect.

          "Letter of Credit Usage" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is, or at any time thereafter may
become, available for drawing under all Letters of Credit then outstanding, and
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

          "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, a Revolving Loan and a Swing Line Loan.

          "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.


                                       19




<PAGE>


          "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
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, a Revolving Loan Note or a Swing Line Note.

          "Notice" means a Funding Notice, an Issuance 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


                                       20




<PAGE>


bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit,
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.

          "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


                                       21




<PAGE>


     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 covenants 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(d));

               (v) Borrower shall have delivered to Administrative Agents (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.

          "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 Agents, 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 Agents,
(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 Agents, 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


                                       22




<PAGE>


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 Agents
and the Lenders or the Administrative Agents shall have received a letter so
stating in form and substance reasonably satisfactory to the Administrative
Agents.

          "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 Agents 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 each of Administrative Agents, Swing
Line Lender and Issuing Bank, 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 Agents and each Lender.

          "Projections" as defined in Section 4.8.

          "Pro Rata Share" means (i) with respect to all payments, computations
and other matters relating to the Term Loan of any Lender, the percentage
obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the
aggregate Term Loan Exposure of all Lenders; and (ii) with respect to all
payments, computations and other matters relating to the Revolving Commitment or
Revolving Loans of any Lender or any Letters of Credit issued or participations
purchased therein by any Lender or any participations in any Swing Line Loans
purchased by any Lender, the percentage obtained by dividing (a) the Revolving
Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders.
For all other purposes with respect to each Lender, "Pro Rata Share" means the
percentage obtained by dividing (A) an amount equal to the sum of the Term Loan
Exposure, and the Revolving Exposure of that Lender, by (B) an amount equal to
the sum of the aggregate Term Loan Exposure, and the aggregate Revolving
Exposure of all Lenders.

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

          "Refunded Swing Line Loans" as defined in Section 2.3(b)(iv).

          "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.


                                       23




<PAGE>


          "Reimbursement Date" as defined in Section 2.4(d).

          "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.

          "Required Prepayment Date" as defined in Section 2.15(c).

          "Requisite Class Lenders" means, at any time of determination, (i) for
the Class of Lenders having Term Loan Exposure, Lenders holding more than 50% of
the aggregate Term Loan Exposure of all Lenders; and (ii) for the Class of
Lenders having Revolving Exposure, Lenders holding more than 50% of the
aggregate Revolving Exposure of all Lenders.

          "Requisite Lenders" means one or more Lenders having or holding Term
Loan Exposure and/or Revolving Exposure and representing more than 50% of the
sum of (i) the aggregate Term Loan Exposure of all Lenders and (ii) the
aggregate Revolving Exposure of all Lenders.

          "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; (iv) management or similar fees payable to Permitted
Holders or any of their respective Affiliates; and (v) any payment or prepayment
of principal of, premium, if any, or interest on, or redemption, purchase,
retirement, defeasance (including in-substance or legal defeasance), sinking
fund or similar payment with respect to, Indebtedness outstanding under the
Second Lien Credit Agreement.

          "Revolving Commitment" means the commitment of a Lender to make or
otherwise fund any Revolving Loan and to acquire participations in Letters of
Credit and Swing Line Loans hereunder and "Revolving Commitments" means such
commitments of all Lenders in the aggregate. The amount of each Lender's
Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable
Assignment Agreement, subject to any adjustment or reduction pursuant to the
terms and conditions hereof. The aggregate amount of the Revolving Commitments
as of the Closing Date is $60,000,000.


                                       24




<PAGE>


          "Revolving Commitment Period" means the period from the Closing Date
to but excluding the Revolving Commitment Termination Date.

          "Revolving Commitment Termination Date" means the earliest to occur of
(i) 120 days after the Term Loan Funding Date, if the Term Loans are not made on
the Term Loan Funding Date; (ii) the fifth anniversary of the Closing Date,
(iii) the date the Revolving Commitments are permanently reduced to zero
pursuant to Section 2.13(b) or 2.14, and (iv) the date of the termination of the
Revolving Commitments pursuant to Section 8.1.

          "Revolving Exposure" means, with respect to any Lender as of any date
of determination, (i) prior to the termination of the Revolving Commitments,
that Lender's Revolving Commitment; and (ii) after the termination of the
Revolving Commitments, the sum of (a) the aggregate outstanding principal amount
of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by
that Lender (net of any participations by Lenders in such Letters of Credit),
(c) the aggregate amount of all participations by that Lender in any outstanding
Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in
the case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any participations therein by other Lenders), and (e)
the aggregate amount of all participations therein by that Lender in any
outstanding Swing Line Loans.

          "Revolving Loan" means a Loan made by a Lender to Borrower pursuant to
Section 2.2(a) and/or 2.22.

          "Revolving Loan Note" means a promissory note in the form of Exhibit
B-2, as it may be amended, supplemented or otherwise modified from time to time.

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

          "Second Lien Credit Agreement" means the Second Lien Credit and
Guaranty Agreement dated as of the Closing Date among Borrower, Holdings, GSCP,
as joint lead arranger, sole bookrunner, sole syndication agent and as
administrative agent, BAS, as joint lead arranger, and the other agents and
lenders party thereto as it may be amended, modified, renewed, refunded,
replaced or refinanced from time to time.

          "Second Lien Term Loans" means the Second Lien Term Loans as an
aggregate principal amount of $135,000,000 made on the Closing Date under the
Second Lien Credit Agreement.

          "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


                                       25




<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.

          "Swing Line Lender" means BOFA in its capacity as Swing Line Lender
hereunder, together with its permitted successors and assigns in such capacity.

          "Swing Line Loan" means a Loan made by Swing Line Lender to Borrower
pursuant to Section 2.3.


                                       26




<PAGE>


          "Swing Line Note" means a promissory note in the form of Exhibit B-3,
as it may be amended, supplemented or otherwise modified from time to time.

          "Swing Line Sublimit" means the lesser of (i) $10,000,000 and (ii) the
aggregate unused amount of Revolving Commitments then in effect.

          "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 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-1 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 $235,000,000.

          "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 sixth
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.

          "Terminated Lender" as defined in Section 2.23.


                                       27




<PAGE>


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

          "Total Utilization of Revolving Commitments" means, as at any date of
determination, the sum of (i) the aggregate principal amount of all outstanding
Revolving Loans (other than Revolving Loans made for the purpose of repaying any
Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under
any Letter of Credit, but not yet so applied), (ii) the aggregate principal
amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit
Usage.

          "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 (i) with respect to either Term Loans or
Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with
respect to Swing Line Loans, a Base 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.

     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.


                                       28




<PAGE>


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 Agents 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 Agents of such notice, Administrative Agents shall notify
     each Lender of the proposed borrowing.

               (ii) Each Lender shall make its Term Loan available to
     Administrative Agents 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 Agents. Upon satisfaction
     or waiver of the conditions precedent specified herein, Administrative
     Agents 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
     Agents from Lenders to be credited to the account of the Borrower at the
     Principal Office designated by Administrative Agents or to such other
     account as may be designated in writing to Administrative Agents by the
     Borrower.

     2.2. Revolving Loans.

          (a) Revolving Commitments. During the Revolving Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to make
Revolving Loans to Borrower in an aggregate amount up to but not exceeding such
Lender's Revolving Commitment; provided, that after giving effect to the making
of any Revolving Loans in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.2(a) may be repaid and reborrowed during the
Revolving Commitment Period. Each Lender's Revolving Commitment shall expire on
the Revolving Commitment Termination Date and all Revolving Loans and all other
amounts owed hereunder with respect to the Revolving Loans and the Revolving
Commitments shall be paid in full no later than such date.


                                       29




<PAGE>


          (b) Borrowing Mechanics for Revolving Loans.

               (i) Except pursuant to 2.4(d), Revolving Loans that are Base Rate
     Loans shall be made in an aggregate minimum amount of $1,000,000 and
     integral multiples of $500,000 in excess of that amount, and Revolving
     Loans that are Eurodollar Rate Loans shall be in an aggregate minimum
     amount of $1,000,000 and integral multiples of $500,000 in excess of that
     amount.

               (ii) Whenever Borrower desires that Lenders make Revolving Loans,
     Borrower shall deliver to Administrative Agents a fully executed and
     delivered Funding Notice no later than 11:00 a.m. (New York City time) at
     least three Business Days in advance of the proposed Credit Date in the
     case of a Eurodollar Rate Loan, and at least one Business Day in advance of
     the proposed Credit Date in the case of a Revolving Loan that is a Base
     Rate Loan. Except as otherwise provided herein, a Funding Notice for a
     Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and
     after the related Interest Rate Determination Date, and Borrower shall be
     bound to make a borrowing in accordance therewith.

               (iii) Notice of receipt of each Funding Notice in respect of
     Revolving Loans, together with the amount of each Lender's Pro Rata Share
     thereof, if any, together with the applicable interest rate, shall be
     provided by Administrative Agents to each applicable Lender by
     telefacsimile with reasonable promptness, but (provided Administrative
     Agents shall have received such notice by 11:00 a.m. (New York City time))
     not later than 2:00 p.m. (New York City time) on the same day as
     Administrative Agents' receipt of such Notice from Borrower.

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

     2.3. Swing Line Loans.

          (a) Swing Line Loans Commitments. During the Revolving Commitment
Period, subject to the terms and conditions hereof, Swing Line Lender hereby
agrees to make Swing Line Loans to Borrower in the aggregate amount up to but
not exceeding the Swing Line Sublimit; provided, that after giving effect to the
making of any Swing Line Loan, in no event shall the Total Utilization of
Revolving Commitments exceed the Revolving Commitments then in effect. Amounts
borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the
Revolving Commitment Period. Swing Line Lender's Revolving Commitment shall
expire


                                       30




<PAGE>


on the Revolving Commitment Termination Date and all Swing Line Loans and all
other amounts owed hereunder with respect to the Swing Line Loans and the
Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Swing Line Loans.

               (i) Swing Line Loans shall be made in an aggregate minimum amount
     of $1,000,000 and integral multiples of $250,000 in excess of that amount.

               (ii) Whenever Borrower desires that Swing Line Lender make a
     Swing Line Loan, Borrower shall deliver to Administrative Agents a Funding
     Notice no later than 12:00 p.m. (New York City time) on the proposed Credit
     Date.

               (iii) Swing Line Lender shall make the amount of its Swing Line
     Loan available to Administrative Agents not later than 2:00 p.m.(New York
     City time) on the applicable Credit Date by wire transfer of same day funds
     in Dollars, at Administrative Agents' Principal Office. Except as provided
     herein, upon satisfaction or waiver of the conditions precedent specified
     herein, Administrative Agents shall make the proceeds of such Swing Line
     Loans available to Borrower on the applicable Credit Date by causing an
     amount of same day funds in Dollars equal to the proceeds of all such Swing
     Line Loans received by Administrative Agents from Swing Line Lender to be
     credited to the account of Borrower at Administrative Agents' Principal
     Offices, or to such other account as may be designated in writing to
     Administrative Agents by Borrower.

               (iv) With respect to any Swing Line Loans which have not been
     voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender
     may at any time in its sole and absolute discretion, deliver to
     Administrative Agents (with a copy to Borrower), no later than 11:00 a.m.
     (New York City time) at least one Business Day in advance of the proposed
     Credit Date, a notice (which shall be deemed to be a Funding Notice given
     by Borrower) requesting that each Lender holding a Revolving Commitment
     make Revolving Loans that are Base Rate Loans to Borrower on such Credit
     Date in an amount equal to the amount of such Swing Line Loans (the
     "Refunded Swing Line Loans") outstanding on the date such notice is given
     which Swing Line Lender requests Lenders to prepay. Anything contained in
     this Agreement to the contrary notwithstanding, (1) the proceeds of such
     Revolving Loans made by the Lenders other than Swing Line Lender shall be
     immediately delivered by Administrative Agents to Swing Line Lender (and
     not to Borrower) and applied to repay a corresponding portion of the
     Refunded Swing Line Loans and (2) on the day such Revolving Loans are made,
     Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall
     be deemed to be paid with the proceeds of a Revolving Loan made by Swing
     Line Lender to Borrower, and such portion of the Swing Line Loans deemed to
     be so paid shall no longer be outstanding as Swing Line Loans and shall no
     longer be due under the Swing Line Note of Swing Line Lender but shall
     instead constitute part of Swing Line Lender's outstanding Revolving Loans
     to Borrower and shall be due under the Revolving Loan Note issued by
     Borrower to Swing Line Lender. Borrower hereby authorizes Administrative
     Agents and Swing Line Lender to charge Borrower's accounts with
     Administrative Agents and Swing Line Lender (up to the amount available in
     each such


                                       31




<PAGE>


     account) in order to immediately pay Swing Line Lender the amount of the
     Refunded Swing Line Loans to the extent of the proceeds of such Revolving
     Loans made by Lenders, including the Revolving Loans deemed to be made by
     Swing Line Lender, are not sufficient to repay in full the Refunded Swing
     Line Loans. If any portion of any such amount paid (or deemed to be paid)
     to Swing Line Lender should be recovered by or on behalf of Borrower from
     Swing Line Lender in bankruptcy, by assignment for the benefit of creditors
     or otherwise, the loss of the amount so recovered shall be ratably shared
     among all Lenders in the manner contemplated by Section 2.17.

               (v) If for any reason Revolving Loans are not made pursuant to
     Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to
     Swing Line Lender in respect of any outstanding Swing Line Loans on or
     before the third Business Day after demand for payment thereof by Swing
     Line Lender, each Lender holding a Revolving Commitment shall be deemed to,
     and hereby agrees to, have purchased a participation in such outstanding
     Swing Line Loans, and in an amount equal to its Pro Rata Share of the
     applicable unpaid amount together with accrued interest thereon. Upon one
     Business Day's notice from Swing Line Lender, each Lender holding a
     Revolving Commitment shall deliver to Swing Line Lender an amount equal to
     its respective participation in the applicable unpaid amount in same day
     funds at the Principal Office of Swing Line Lender. In order to evidence
     such participation each Lender holding a Revolving Commitment agrees to
     enter into a participation agreement at the request of Swing Line Lender in
     form and substance reasonably satisfactory to Swing Line Lender. In the
     event any Lender holding a Revolving Commitment fails to make available to
     Swing Line Lender the amount of such Lender's participation as provided in
     this paragraph, Swing Line Lender shall be entitled to recover such amount
     on demand from such Lender together with interest thereon for three
     Business Days at the rate customarily used by Swing Line Lender for the
     correction of errors among banks and thereafter at the Base Rate, as
     applicable.

               (vi) Notwithstanding anything contained herein to the contrary,
     (1) each Lender's obligation to make Revolving Loans for the purpose of
     repaying any Refunded Swing Line Loans pursuant to the second preceding
     paragraph and each Lender's obligation to purchase a participation in any
     unpaid Swing Line Loans pursuant to the immediately preceding paragraph
     shall be absolute and unconditional and shall not be affected by any
     circumstance, including without limitation (A) any set-off, counterclaim,
     recoupment, defense or other right which such Lender may have against Swing
     Line Lender, any Credit Party or any other Person for any reason
     whatsoever; (B) the occurrence or continuation of a Default or Event of
     Default; (C) any adverse change in the business, operations, properties,
     assets, condition (financial or otherwise) or prospects of any Credit
     Party; (D) any breach of this Agreement or any other Credit Document by any
     party thereto; or (E) any other circumstance, happening or event
     whatsoever, whether or not similar to any of the foregoing; provided that
     such obligations of each Lender are subject to the condition that Swing
     Line Lender believed in good faith that all conditions under Section 3.2 to
     the making of the applicable Refunded Swing Line Loans or other unpaid
     Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans
     or unpaid Swing Line Loans were made, or the satisfaction of any such
     condition not satisfied had been waived by the Requisite Lenders prior to
     or at the time such Refunded


                                       32




<PAGE>


     Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing
     Line Lender shall not be obligated to make any Swing Line Loans (A) if it
     has elected not to do so after the occurrence and during the continuation
     of a Default or Event of Default or (B) at a time when a Funding Default
     exists unless Swing Line Lender has entered into arrangements satisfactory
     to it and Borrower to eliminate Swing Line Lender's risk with respect to
     the Defaulting Lender's participation in such Swing Ling Loan, including by
     cash collateralizing such Defaulting Lender's Pro Rata Share of the
     outstanding Swing Line Loans.

     2.4. Issuance of Letters of Credit and Purchase of Participations Therein.

          (a) Letters of Credit. During the Revolving Commitment Period, subject
to the terms and conditions hereof, Issuing Bank agrees to issue Letters of
Credit for the account of Borrower in the aggregate amount up to but not
exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit
shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit
shall not be less than $5,000 or such lesser amount as is acceptable to Issuing
Bank; (iii) after giving effect to such issuance, in no event shall the Total
Utilization of Revolving Commitments exceed the Revolving Commitments then in
effect; (iv) after giving effect to such issuance, in no event shall the Letter
of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no
event shall any standby Letter of Credit have an expiration date later than the
earlier of (1) the Revolving Commitment Termination Date and (2) the date which
is one year from the date of issuance of such standby Letter of Credit; and (vi)
in no event shall any commercial Letter of Credit have an expiration date later
than the earlier of (1) the Revolving Loan Commitment Termination Date (unless
on the Revolving Loan Commitment Termination Date the Borrower provides cash
collateral or backstops (with letters of credit satisfactory in all respects to
the Issuing Bank)) and (2) the date which is 180 days from the date of issuance
of such commercial Letter of Credit. Unless otherwise specified herein, the
amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that by its terms or the terms of any issuer
document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time. Subject to the foregoing, Issuing Bank may agree that a standby Letter of
Credit will automatically be extended for one or more successive periods not to
exceed one year each, unless Issuing Bank elects not to extend for any such
additional period; provided, Issuing Bank shall not extend any such Letter of
Credit if it has received written notice on or before the day that is five
Business Days before the expiry date that an Event of Default has occurred and
is continuing at the time Issuing Bank must elect to allow such extension;
provided, further, in the event a Funding Default exists, Issuing Bank shall not
be required to issue any Letter of Credit unless Issuing Bank has entered into
arrangements satisfactory to it and Borrower to eliminate Issuing Bank's risk
with respect to the participation in Letters of Credit of the Defaulting Lender,
including by cash collateralizing such Defaulting Lender's Pro Rata Share of the
Letter of Credit Usage. The Issuing Bank shall not issue any Letter of Credit
if: (i) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank
from issuing such Letter of Credit, or any Law applicable to the Issuing Bank or
any request or directive (whether or not


                                       33




<PAGE>


having the force of law) from any Governmental Authority with jurisdiction over
the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from
the issuance of Letters of Credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Bank with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the Issuing
Bank is not otherwise compensated hereunder) not in effect on the Closing Date,
or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the Issuing Bank in good
faith deems material to it or (ii) the issuance of such Letter of Credit would
violate one or more policies of Issuing Bank.

          (b) Notice of Issuance. Whenever Borrower desires the issuance of a
Letter of Credit, it shall deliver to Issuing Bank, with a copy to the
Administrative Agents an Issuance Notice no later than 12:00 p.m. (New York City
time) at least three Business Days (in the case of standby letters of credit) or
five Business Days (in the case of commercial letters of credit), or in each
case such shorter period as may be agreed to by Issuing Bank in any particular
instance, in advance of the proposed date of issuance. Upon satisfaction or
waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the
requested Letter of Credit only in accordance with Issuing Bank's standard
operating procedures. Upon the issuance of any Letter of Credit or amendment to
a Letter of Credit, Administrative Agents shall promptly notify each Lender of
such issuance or amendment, which notice shall be accompanied by a copy of such
Letter of Credit or amendment or modification to a Letter of Credit and the
amount of such Lender's respective participation in such Letter of Credit
pursuant to Section 2.4(e).

          (c) Responsibility of Issuing Bank With Respect to Requests for
Drawings and Payments. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible
only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in
accordance with the terms and conditions of such Letter of Credit. As between
Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions
of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of Issuing Bank, including any Governmental Acts; none of the above
shall affect or impair, or prevent the vesting of, any of Issuing Bank's rights
or powers hereunder. Without limiting the foregoing and in furtherance thereof,
any action taken or omitted by Issuing Bank under or in


                                       34




<PAGE>


connection with the Letters of Credit or any documents and certificates
delivered thereunder, if taken or omitted in good faith, shall not give rise to
any liability on the part of Issuing Bank to Borrower. Notwithstanding anything
to the contrary contained in this Section 2.4(c), Borrower may have a claim
against the Issuing Bank, and the Issuing Bank may be liable to the Borrower, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves were
caused by the Issuing Bank's willful misconduct or gross negligence or the
Issuing Bank's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of such Letter of Credit.

          (d) Reimbursement by Borrower of Amounts Drawn or Paid Under Letters
of Credit. In the event Issuing Bank has determined to honor a drawing under a
Letter of Credit, it shall immediately notify Borrower and Administrative
Agents, and Borrower shall reimburse Issuing Bank through the Administrative
Agents on or before the Business Day immediately following the date on which
such drawing is honored (the "Reimbursement Date") in an amount in Dollars and
in same day funds equal to the amount of such honored drawing; provided,
anything contained herein to the contrary notwithstanding, (i) unless Borrower
shall have notified Administrative Agents and Issuing Bank prior to 10:00 a.m.
(New York City time) on the date such drawing is honored that Borrower intends
to reimburse Issuing Bank for the amount of such honored drawing with funds
other than the proceeds of Revolving Loans, Borrower shall be deemed to have
given a timely Funding Notice to Administrative Agents requesting Lenders to
make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an
amount in Dollars equal to the amount of such honored drawing (without regard to
the borrowing minimum otherwise applicable), and (ii) subject to satisfaction or
waiver of the conditions specified in Section 3.2, Lenders shall, on the
Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount
of such honored drawing, the proceeds of which shall be applied directly by
Administrative Agents to reimburse Issuing Bank for the amount of such honored
drawing. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender
from its obligation to make Revolving Loans on the terms and conditions set
forth herein, and Borrower shall retain any and all rights it may have against
any Lender resulting from the failure of such Lender to make such Revolving
Loans under this Section 2.4(d). Until each Lender funds its Revolving Loan to
reimburse the Issuing Bank for any amount drawn under any Letter of Credit,
interest in respect to such Lender Pro Rata Share or such amount shall be solely
for the account of the Issuing Bank.

          (e) Lenders' Purchase of Participations in Letters of Credit.
Immediately upon the issuance of each Letter of Credit, each Lender having a
Revolving Commitment shall be deemed to have purchased, and hereby agrees to
irrevocably purchase, from Issuing Bank a participation in such Letter of Credit
and any drawings honored thereunder in an amount equal to such Lender's Pro Rata
Share (with respect to the Revolving Commitments) of the maximum amount which is
or at any time may become available to be drawn thereunder. In the event that
Borrower shall fail for any reason to reimburse Administrative Agents as
provided in Section 2.4(d), Administrative Agents shall promptly notify each
Lender of the unreimbursed amount of such honored drawing and of such Lender's
respective participation therein based on such Lender's Pro Rata Share of the
Revolving Commitments. Each Lender shall make available to Administrative Agents
for the account of the Issuing Bank an amount equal to its respective
participation, in Dollars and in same day funds, at the office of Administrative
Agents specified


                                       35




<PAGE>


in such notice, not later than 12:00 p.m. (New York City time) on the first
business day (under the laws of the jurisdiction in which such office of Issuing
Bank is located) after the date notified by Issuing Bank. In the event that any
Lender fails to make available to Issuing Bank on such business day the amount
of such Lender's participation in such Letter of Credit as provided in this
Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand
from such Lender together with interest thereon for three Business Days at the
rate per annum equal to the greater of Federal Funds Effective Rate and a rate
determined by the Issuing Bank in accordance with banking industry rules and
interbank compensation. Nothing in this Section 2.4(e) shall be deemed to
prejudice the right of any Lender to recover from Issuing Bank any amounts made
available by such Lender to Issuing Bank pursuant to this Section in the event
that it is determined that the payment with respect to a Letter of Credit in
respect of which payment was made by such Lender constituted gross negligence or
willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall
have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or
any portion of any drawing honored by Issuing Bank under a Letter of Credit,
Administrative Agents shall distribute to each Lender which has paid all amounts
payable by it under this Section 2.4(e) with respect to such honored drawing
such Lender's Pro Rata Share of all payments subsequently received by
Administrative Agents from Borrower in reimbursement of such honored drawing
when such payments are received. Any such distribution shall be made to a Lender
at its primary address set forth below its name on Appendix B or at such other
address as such Lender may request.

          (f) Obligations Absolute. The obligation of Borrower to reimburse
Issuing Bank for drawings honored under the Letters of Credit issued by it and
to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the
obligations of Lenders under Section 2.4(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which Borrower or any Lender may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), Issuing Bank, Lender or any
other Person or, in the case of a Lender, against Borrower, whether in
connection herewith, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between Borrower or one of its
Subsidiaries and the beneficiary for which any Letter of Credit was procured);
(iii) any draft or other document presented under any Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; (iv) payment by
Issuing Bank under any Letter of Credit against presentation of a draft or other
document which does not substantially comply with the terms of such Letter of
Credit; (v) any adverse change in the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Holdings or any of its
Subsidiaries; (vi) any breach hereof or any other Credit Document by any party
thereto; (vii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing; or (viii) the fact that an Event of Default or
a Default shall have occurred and be continuing; provided, in each case, that
payment by Issuing Bank under the applicable Letter of Credit shall not have
constituted gross negligence or willful misconduct of Issuing Bank under the
circumstances in question.

          (g) Indemnification. Without duplication of any obligation of Borrower
under Section 10.2 or 10.3, in addition to amounts payable as provided herein,
Borrower hereby agrees


                                       36




<PAGE>


to protect, indemnify, pay and save harmless Issuing Bank from and against any
and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel)
which Issuing Bank may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other
than as a result of (1) the gross negligence or willful misconduct of Issuing
Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment
made under any Letter of Credit issued by it, or (ii) the failure of Issuing
Bank to honor a drawing under any such Letter of Credit as a result of any
Governmental Act; provided, however, that any amounts payable under this section
2.4(g) shall not apply to Taxes, which shall be governed solely and exclusively
by section 2.20.

          (h) Existing Letters of Credit. On and after the Closing Date, the
Existing Letters of Credit shall be deemed to have been issued by the Issuing
Bank pursuant to the terms of this Agreement and shall constitute Letters of
Credit for all purposes hereunder and under the other Credit Documents. The
Borrower agrees that it shall reimburse the Issuing Bank upon any draw under the
Existing Letters of Credit in accordance with Section 2.4 and the other
provisions of this Agreement.

     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 or any Revolving 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 Agents shall have
been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agents the amount of such
Lender's Loan requested on such Credit Date, Administrative Agents may assume
that such Lender has made such amount available to Administrative Agents on such
Credit Date and Administrative Agents may, in its sole discretion, but shall not
be obligated to, make available to the Borrower a corresponding amount on such
Credit Date. If such corresponding amount is not in fact made available to
Administrative Agents by such Lender, Administrative Agents shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agents, at the customary rate set by Administrative
Agents 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 Agents' demand therefor, Administrative
Agents shall promptly notify the Borrower and the Borrower shall immediately pay
such corresponding amount to Administrative Agents together with interest
thereon, for each day from such Credit Date until the date such amount is paid
to Administrative Agents, 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 and
Revolving


                                       37




<PAGE>


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.

     2.6. Use of Proceeds. The proceeds of the Term Loans and the Revolving
Loans made on the Closing Date and the Term Loan Funding Date, together with the
proceeds of Second Lien Term Loans, 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 Term Loans, (ii) repay or retire Existing Indebtedness and
all or any portion of the Revolving Loans, (iii) make payments or dividends with
respect to preferred and common stock of Holdings and (iv) pay Transaction
Costs. The proceeds of the Revolving Loans, Swing Line Loans and Letters of
Credit made after the Closing Date shall be applied by Borrower for working
capital and general corporate purposes of Holdings and its Subsidiaries,
including Permitted Acquisitions; provided, however, that in no event will the
proceeds of Revolving Loans be used for the purposes of repurchasing Loans as
permitted under Section 2.13 hereof. No portion of the proceeds of any Credit
Extension shall be used in any manner that causes or might cause such Credit
Extension 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 any Lender's Revolving Commitments or 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 Agents (or their agent or sub-agent
appointed by them) shall maintain at the Principal Office a register for the
recordation of the names and addresses of Lenders and the Revolving Commitments
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 Agents shall
record, or shall cause to be recorded, in the Register the Revolving Commitments
and 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 Lender's Revolving
Commitments or the Borrower's Obligations in respect of any Loan. The Borrower
hereby designates GECC 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 GECC serves in such capacity, GECC and
its officers, directors, employees, agents, sub-agents and affiliates shall
constitute "Indemnitees."


                                       38




<PAGE>


          (c) Notes. If so requested by any Lender by written notice to the
Borrower (with a copy to Administrative Agents) 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, Revolving Loan or Swing Line Loan, as the case
may be.

     2.8. Interest on Loans.

          (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) in the case of Term Loans and Revolving Loans:

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

                    (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar
          Rate plus the Applicable Margin; and

               (ii) in the case of Swing Line Loans, at the Base Rate plus the
          Applicable Margin.

          (b) The basis for determining the rate of interest with respect to any
Loan (except a Swing Line Loan which can be made and maintained as Base Rate
Loans only), and the Interest Period with respect to any Eurodollar Rate Loan,
shall be selected by Borrower and notified to Administrative Agents 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 Agents 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 (i) five (5) Interest Periods outstanding at any time with respect to
Revolving Loans and (ii) 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 Agents 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


                                       39




<PAGE>


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.

          (e) Except as otherwise set forth herein, interest on each Loan (i)
with respect to Revolving Loans, shall accrue on a daily basis and shall be
payable in arrears on each Interest Payment Date with respect to interest
accrued on and to each such payment date; (ii) with respect to Term Loans, shall
accrue on a daily basis on and to the March 31st, June 30th, September 30th and
December 31st most recently ended prior to such payment date and shall be
payable in arrears on each Interest Payment Date; (iii) 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
(iv) 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.

          (f) Borrower agrees to pay to Issuing Bank, with respect to drawings
honored under any Letter of Credit, interest on the amount paid by Issuing Bank
in respect of each such honored drawing from the date such drawing is honored to
but excluding the date such amount is reimbursed by or on behalf of Borrower at
a rate equal to (i) for the period from the date such drawing is honored to but
excluding the applicable Reimbursement Date, the rate of interest otherwise
payable hereunder with respect to Revolving Loans that are Base Rate Loans, and
(ii) thereafter, a rate which is 2% per annum in excess of the rate of interest
otherwise payable hereunder with respect to Revolving Loans that are Base Rate
Loans.

          (g) Interest payable pursuant to Section 2.8(f) shall be computed on
the basis of a 365/366-day year for the actual number of days elapsed in the
period during which it accrues, and shall be payable on demand or, if no demand
is made, on the date on which the related drawing under a Letter of Credit is
reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of
interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each
Lender, out of the interest received by Issuing Bank in respect of the period
from the date such drawing is honored to but excluding the date on which Issuing
Bank is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of any Revolving Loans), the amount that such
Lender would have been entitled to receive in respect of the letter of credit
fee that would have been payable in respect of such Letter of Credit for such
period if no drawing


                                       40




<PAGE>


had been honored under such Letter of Credit. In the event Issuing Bank shall
have been reimbursed by Lenders for all or any portion of such honored drawing,
Issuing Bank shall distribute to each Lender which has paid all amounts payable
by it under Section 2.4(e) with respect to such honored drawing such Lender's
Pro Rata Share of any interest received by Issuing Bank in respect of that
portion of such honored drawing so reimbursed by Lenders for the period from the
date on which Issuing Bank was so reimbursed by Lenders to but excluding the
date on which such portion of such honored drawing is reimbursed by Borrower.

     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 or
     Revolving 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 Agents 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 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


                                       41




<PAGE>


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 Agents or any Lender.

     2.11. Fees.

          (a) Borrower agrees to pay to Lenders having Revolving Exposure:

               (i) commitment fees equal to (1) the average of the daily
     difference between (a) the Revolving Commitments, and (b) the Total
     Utilization of Revolving Commitments, times (2) the Applicable Revolving
     Commitment Fee Percentage; and

               (ii) letter of credit fees equal to (1) the Applicable Margin for
     Revolving Loans that are Eurodollar Rate Loans, times (2) the average
     aggregate daily maximum amount available to be drawn under all such Letters
     of Credit (regardless of whether any conditions for drawing could then be
     met and determined as of the close of business on any date of
     determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative
Agents at its Principal Office and upon receipt, Administrative Agents shall
promptly distribute to each Lender its Pro Rata Share thereof.

          (b) Borrower agrees to pay directly to Issuing Bank, for its own
account, the following fees:

               (i) a fronting fee payable at issuance equal to 0.125%, times the
     actual amount available to be drawn under each Letter of Credit; and

               (ii) such documentary and processing charges for any issuance,
     amendment, transfer or payment of a Letter of Credit as are in accordance
     with Issuing Bank's standard schedule for such charges and as in effect at
     the time of such issuance, amendment, transfer or payment, as the case may
     be.

          (c) All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
and shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year during the Revolving Commitment Period, commencing on
the first such date to occur after the Closing Date, and on the Revolving
Commitment Termination Date.

          (d) In addition to any of the foregoing fees, Borrower agrees to pay
to Agents such other fees in the amounts and at the times separately agreed
upon.

     2.12. Scheduled Payments/Commitment Reductions.

          (a) Scheduled Installments. The principal amounts of the Term Loans
shall be repaid in consecutive quarterly installments (each, an "Installment")
in the aggregate amounts set forth below on the four quarterly scheduled
Interest Payment Dates applicable to Term Loans (each, an "Installment Date"),
commencing June 30, 2005:


                                       42




<PAGE>


<TABLE>
<CAPTION>
------------------------------------------------
     Fiscal Quarter       Term Loan Installments
------------------------------------------------
<S>                             <C>
June 30, 2005                   $   587,500
------------------------------------------------
September 30, 2005              $   587,500
------------------------------------------------
December 31, 2005               $   587,500
------------------------------------------------
March 31, 2006                  $   587,500
------------------------------------------------
June 30, 2006                   $   587,500
------------------------------------------------
September 30, 2006              $   587,500
------------------------------------------------
December 31, 2006               $   587,500
------------------------------------------------
March 31, 2007                  $   587,500
------------------------------------------------
June 30, 2007                   $   587,500
------------------------------------------------
September 30, 2007              $   587,500
------------------------------------------------
December 31, 2007               $   587,500
------------------------------------------------
March 31, 2008                  $   587,500
------------------------------------------------
June 30, 2008                   $   587,500
------------------------------------------------
September 30, 2008              $   587,500
------------------------------------------------
December 31, 2008               $   587,500
------------------------------------------------
March 31, 2009                  $   587,500
------------------------------------------------
June 30, 2009                   $   587,500
------------------------------------------------
September 30, 2009              $   587,500
------------------------------------------------
December 31, 2009               $   587,500
------------------------------------------------
March 31, 2010                  $   587,500
------------------------------------------------
June 30, 2010                   $55,812,500
------------------------------------------------
September 30, 2010              $55,812,500
------------------------------------------------
December 31, 2010               $55,812,500
------------------------------------------------
Term Loan Maturity Date         $55,812,500
------------------------------------------------
</TABLE>

Notwithstanding the foregoing, (x) such Installments shall be reduced in
connection with any voluntary or mandatory prepayments of the Term Loans, as the
case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and
(y) the Term Loans, together with all other amounts owed hereunder with respect
thereto, shall, in any event, be paid in full no later than the Term Loan
Maturity Date.

     2.13. Voluntary Prepayments/Commitment Reductions.


                                       43




<PAGE>


          (a) Voluntary Prepayments.

               (i) Any time and from time to time:

                    (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;

                    (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; and

                    (3) with respect to Swing Line 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 in integral multiples of $250,000 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;

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

                    (3) upon written or telephonic notice on the date of
          prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agents or Swing Line Lender, as the case
may be, by 12:00 p.m. (New York City time) on the date required and, if given by
telephone, promptly confirmed in writing to Administrative Agents (and
Administrative Agents will promptly transmit such telephonic or original notice
for Term Loans or Revolving Loans, as the case may be, by telefacsimile or
telephone to each Lender) or Swing Line Lender, as the case may be. 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 as specified in Section 2.15(a).

          (b) Voluntary Commitment Reductions.

               (i) Borrower may, upon not less than two (2) Business Days' prior
     written or telephonic notice confirmed in writing to Administrative Agents
     (which original written or telephonic notice Administrative Agents will
     promptly transmit by telefacsimile or telephone to each applicable Lender),
     at any time and from time to time terminate in whole or permanently reduce
     in part, without premium or penalty, the Revolving Commitments in an amount
     up to the amount by which the Revolving Commitments exceed the Total
     Utilization of Revolving Commitments at the time of


                                       44




<PAGE>


     such proposed termination or reduction; provided, any such partial
     reduction of the Revolving Commitments shall be in an aggregate minimum
     amount of $5,000,000 and integral multiples of $1,000,000 in excess of that
     amount.

               (ii) Borrower's notice to Administrative Agents shall designate
     the date (which shall be a Business Day) of such termination or reduction
     and the amount of any partial reduction, and such termination or reduction
     of the Revolving Commitments shall be effective on the date specified in
     Borrower's notice and shall reduce the Revolving Commitment of each Lender
     proportionately to its Pro Rata Share thereof.

          (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 and (iii) no Default or Event of
Default would result therefrom, 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 Agents;

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


                                       45




<PAGE>


               (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.

     2.14. Mandatory Prepayments/Commitment Reductions.

          (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 and/or the Revolving Commitments shall be permanently
reduced as set forth in Section 2.15(b) 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; provided further, pending any
such investment such Net Asset Sale Proceeds shall be applied to prepay
Revolving Loans to the extent outstanding (without a reduction in Revolving
Commitments) 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.


                                       46




<PAGE>


          (b) Insurance/Condemnation Proceeds. No later than the first Business
Day following the date of receipt by any Credit Party, or Administrative Agents
as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall
prepay the Loans and/or the Revolving Commitments shall be permanently reduced
as set forth in Section 2.15(b) 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; provided further, pending any such
investment such Net Insurance/Condemnation Proceeds, as the case may be, shall
be applied to prepay Revolving Loans to the extent outstanding (without a
reduction in Revolving Commitments) 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 and/or the Revolving Commitments shall be
permanently reduced as set forth in Section 2.15(b) 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 and/or the Revolving Commitments shall be permanently reduced as set forth
in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net of
underwriting discounts and commissions and 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 and/or the Revolving
Commitments shall be permanently reduced as set forth in Section 2.15(b) 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)


                                       47




<PAGE>


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) Revolving Loans and Swing Loans. Borrower shall from time to time
prepay first, the Swing Line Loans, and second, the Revolving Loans to the
extent necessary so that the Total Utilization of Revolving Commitments shall
not at any time exceed the Revolving Commitments then in effect.

          (g) Prepayment Certificate. Concurrently with any prepayment of the
Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a)
through 2.14(e), Borrower shall deliver to Administrative Agents 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 and/or the Revolving
Commitments shall be permanently reduced in an amount equal to such excess, and
Borrower shall concurrently therewith deliver to Administrative Agents a
certificate of an Authorized Officer demonstrating the derivation of such
excess.

     2.15. Application of Prepayments/Reductions.

          (a) Application of Voluntary Prepayments by Type of Loans. Any
prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified
by the Borrower in the applicable notice of prepayment; provided, in the event
the Borrower fail to specify the Loans to which any such prepayment shall be
applied, such prepayment shall be applied as follows:

               first, to repay outstanding Swing Line Loans to the full extent
     thereof;

               second, to repay outstanding Revolving Loans to the full extent
     thereof; and

               third, to prepay the Term Loans on a pro rata basis (in
     accordance with the outstanding principal amounts thereof).

               Any prepayment of any Term Loan pursuant to Section 2.13(a) shall
     be further applied on a pro rata basis to reduce the scheduled remaining
     Installments of principal on such Term Loan.

          (b) Application of Mandatory Prepayments by Type of Loans. Any amount
required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be
applied as follows:

               first, to prepay Term Loans on a pro rata basis (in accordance
     with the respective outstanding principal amounts thereof) and shall be
     further applied on a pro rata basis to the remaining scheduled Installments
     of principal of the Term Loans;


                                       48




<PAGE>


               second, to prepay the Swing Line Loans to the full extent thereof
     and to permanently reduce the Revolving Commitments by the amount of such
     prepayment;

               third, to prepay the Revolving Loans to the full extent thereof
     and to further permanently reduce the Revolving Commitments by the amount
     of such prepayment;

               fourth, to prepay outstanding reimbursement obligations with
     respect to Letters of Credit and to further permanently reduce the
     Revolving Loan Commitments by the amount of such prepayment;

               fifth, to cash collateralize Letters of Credit and to further
     permanently reduce the Revolving Loan Commitments by the amount of such
     cash collateralization; and

               sixth, to further permanently reduce the Revolving Commitments to
     the full extent thereof.

          (c) Application of Prepayments of Loans to Base Rate Loans and
Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately,
any prepayment thereof 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).

     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 Agents not later than 12:00 p.m. (New York City time) on the date
due at the Principal Office designated by Administrative Agents for the account
of Lenders; for purposes of computing interest and fees, funds received by
Administrative Agents 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 (other
than voluntary prepayments of Revolving Loans) shall be accompanied by payment
of accrued interest on the principal amount being repaid or prepaid.

          (c) Administrative Agents (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 Agents.

          (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 Agents shall give effect thereto in
apportioning payments received thereafter.


                                       49




<PAGE>


          (e) Subject to the provisos set forth in the definition of "Interest
Period" as they may apply to Revolving Loans, 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 and, with respect to Revolving Loans only, such extension of time shall be
included in the computation of the payment of interest hereunder or of the
Revolving Commitment fees hereunder.

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

          (g) Administrative Agents 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 Agents until the later of (i) the
time such funds become available funds, and (ii) the applicable next Business
Day. Administrative Agents 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) 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. 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,
amounts payable in respect of Letters of Credit, 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 Agents 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


                                       50




<PAGE>


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 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 Agents 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
Agents 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 Agents 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 Agents) 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 Agents of such determination (which notice Administrative
Agents 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


                                       51




<PAGE>


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 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 Agents of
such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative
Agents 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.


                                       52




<PAGE>


     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 (which term shall include
Issuing Bank for purposes of this Section 2.19(a)) shall determine (which
determination shall, absent manifest error, be final and 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 Agents) 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 (which
term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have
determined that the adoption, effectiveness, phase-in or applicability after the
later of the date hereof (in the case of


                                       53




<PAGE>


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 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 Revolving Commitments or Letters of Credit, or
participations therein or other obligations hereunder with respect to the Loans
or the Letters of Credit 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 Agents) 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 Agents or any
Lender (which term shall include Issuing Bank for purposes of this Section
2.20(b)) under any of the Credit Documents: (i) Borrower shall notify
Administrative Agents 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 Agents or such
Lender, as the case may be) on behalf of and in the name of Administrative
Agents 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


                                       54




<PAGE>


necessary to ensure that, after the making of that deduction, withholding or
payment, Administrative Agents 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 Agents 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) 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 Agents 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 Agents (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 (or any 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 Agents for
transmission to Borrower two new original copies of Internal Revenue


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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 Agents 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 deliver the forms,
certificates or other evidence referred to in the second sentence of this
Section 2.20(c), or (2) to notify Administrative Agents 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 Agents 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 Agents 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 Agents 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 Agents or such Lender in the event the Administrative Agents or
such Lender is required to repay such refund to such Governmental Authority.

     2.21. Obligation to Mitigate. Each Lender (which term shall include Issuing
Bank for purposes of this Section 2.21) agrees that, as promptly as practicable
after the officer of such Lender responsible for administering its Loans or
Letters of Credit, as the case may be, 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


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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
Credit Extensions, 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 Revolving
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments, Loans or Letters of Credit 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
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 Agents) shall be
conclusive absent manifest error.

     2.22. Defaulting Lenders. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, other than at the direction or
request of any regulatory agency or authority, defaults (a "Defaulting Lender")
in its obligation to fund (a "Funding Default") any Revolving Loan or its
portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each
case, a "Defaulted Loan"), then (a) during any Default Period with respect to
such Defaulting Lender, such Defaulting Lender shall be deemed not to be a
"Lender" for purposes of voting on any matters (including the granting of any
consents or waivers) with respect to any of the Credit Documents; (b) to the
extent permitted by applicable law, until such time as the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero, (i) any
voluntary prepayment of the Revolving Loans shall, if Borrower so directs at the
time of making such voluntary prepayment, be applied to the Revolving Loans of
other Lenders as if such Defaulting Lender had no Revolving Loans outstanding
and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any
mandatory prepayment of the Revolving Loans shall, if Borrower so directs at the
time of making such mandatory prepayment, be applied to the Revolving Loans of
other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if
such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender,
it being understood and agreed that Borrower shall be entitled to retain any
portion of any mandatory prepayment of the Revolving Loans that is not paid to
such Defaulting Lender solely as a result of the operation of the provisions of
this clause (b); (c) such Defaulting Lender's Revolving Commitment and
outstanding Revolving Loans and such Defaulting Lender's Pro Rata Share of the
Letter of Credit Usage shall be excluded for purposes of calculating the
Revolving Commitment fee payable to Lenders in respect of any day during any
Default Period with respect to such Defaulting Lender, and such Defaulting
Lender shall not be entitled to receive any Revolving Commitment fee pursuant to
Section 2.11 with respect to such Defaulting Lender's Revolving Commitment in
respect of any Default Period with respect to such Defaulting Lender; and (d)
the Total Utilization of Revolving Commitments as at any date of determination
shall be calculated as if such Defaulting Lender had funded all Defaulted Loans
of such Defaulting Lender. No Revolving Commitment of any Lender shall be
increased or otherwise affected, and, except as otherwise expressly provided in
this Section 2.22, performance by Borrower of its


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<PAGE>


obligations hereunder and the other Credit Documents shall not be excused or
otherwise modified as a result of any Funding Default or the operation of this
Section 2.22. The rights and remedies against a Defaulting Lender under this
Section 2.22 are in addition to other rights and remedies which Borrower may
have against such Defaulting Lender with respect to any Funding Default and
which Administrative Agents or any Lender may have against such Defaulting
Lender with respect to any Funding Default.

     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)
(i) any Lender shall become a Defaulting Lender, (ii) the Default Period for
such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender
shall fail to cure the default as a result of which it has become a Defaulting
Lender within five Business Days after Borrower's request that it cure such
default; or (c) 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, Defaulting Lender or
Non-Consenting Lender (the "Terminated Lender"), Borrower may, by giving written
notice to Administrative Agents 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 and its Revolving
Commitments, 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, (B) an amount equal to all
unreimbursed drawings that have been funded by such Terminated Lender, together
with all then unpaid interest with respect thereto at such time and (C) an
amount equal to all accrued, but theretofore unpaid fees owing to such
Terminated Lender pursuant to Section 2.11; (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; provided, Borrower
may not make such election with respect to any Terminated Lender that is also an
Issuing Bank unless, prior to the effectiveness of such election, Borrower shall
have caused each outstanding Letter of Credit issued thereby to be cancelled.
Upon the prepayment of all amounts owing to any Terminated Lender and the
termination of such Terminated Lender's Revolving Commitments, if any, 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.


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SECTION 3. CONDITIONS PRECEDENT

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

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

          (b) Organizational Documents; Incumbency. Administrative Agents 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 Agents 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 Second Lien Credit Agreement. On or before the
Closing Date, Borrower shall have delivered to Syndication Agent and
Administrative Agents complete, correct and conformed copies of the Second 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 Agents 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 Agents with respect to the cancellation of
any letters of credit outstanding thereunder or the issuance of Letters of
Credit to support the obligations of Holdings and its Subsidiaries with respect
thereto; provided, however, that pursuant to Section 2.4(h) hereof, the Existing
Letters of Credit shall be deemed to be Letters of Credit for all purposes
hereunder.


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<PAGE>


          (f) Transaction Costs. On or prior to the Closing Date, Borrower shall
have delivered to Administrative Agents 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 Agents. All applicable waiting 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 First 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;


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               (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 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 First
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 as 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.


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<PAGE>


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

          (k) Financial Statements; Projections. Administrative Agents 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 Second Lien Term Loans and
the payment of the dividend, which pro forma financial statements shall be in
form and substance satisfactory to Administrative Agents 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 Agents or Syndication Agent may reasonably request, dated as of
the Closing Date and otherwise in form and substance reasonably satisfactory to
Administrative Agents 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 Agents, the fees payable on the Closing Date referred to in
Section 2.11(d).

          (o) Solvency Certificate. On the Closing Date, Syndication Agent and
Administrative Agents shall have received a Solvency Certificate from Borrower
dated the Closing Date and addressed to Syndication Agent, Administrative Agents
and Lenders, and in form, scope and substance satisfactory to Syndication Agent
and Administrative Agents, 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 Agents 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


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

          (a) Conditions Precedent. The obligation of each Lender to make any
Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date,
including the Closing Date and 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 Agents shall have received a fully executed
     and delivered Funding Notice or Issuance Notice, as the case may be;

               (ii) after making the Credit Extensions requested on such Credit
     Date, the Total Utilization of Revolving Commitments shall not exceed the
     Revolving Commitments then in effect;

               (iii) as of such Credit 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 that Credit 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;

               (iv) as of such Credit Date, no event shall have occurred and be
     continuing or would result from the consummation of the applicable Credit
     Extension that would constitute an Event of Default or a Default;

               (v) on or before the date of issuance of any Letter of Credit,
     Administrative Agents shall have received all other information required by
     the applicable Issuance Notice, and such other documents or information as
     Issuing Bank may reasonably require in connection with the issuance of such
     Letter of Credit; and


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<PAGE>


               (vi) after giving effect to such Revolving Loans and the intended
     application of the proceeds thereof, the aggregate Cash and Cash
     Equivalents, other than Cash and Cash Equivalents of Holdings and its
     Subsidiaries, not to exceed $4,000,000, that have been repatriated under
     the Homeland Investment Act, will not exceed $20,000,000.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request
and receive, prior to the making of any Credit Extension, 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 Agents. In lieu of delivering a Notice,
Borrower may give Administrative Agents telephonic notice by the required time
of any proposed borrowing, conversion/continuation or issuance of a Letter of
Credit, as the case may be; provided each such notice shall be promptly
confirmed in writing by delivery of the applicable Notice to Administrative
Agents on or before the applicable date of borrowing, continuation/conversion or
issuance. Neither Administrative Agents nor any Lender shall incur any liability
to Borrower in acting upon any telephonic notice referred to above that
Administrative Agents believe 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.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders and Issuing Bank to enter into this Agreement
and to make each Credit Extension to be made thereby, each Credit Party
represents and warrants to each Lender and Issuing Bank, on the Closing Date and
on each Credit 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


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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 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


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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 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


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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.

          (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. 'SS' 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. 'SS' 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.


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<PAGE>


          (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
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


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<PAGE>


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 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.


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<PAGE>


     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 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)),


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<PAGE>


(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 so long as any Commitment is in
effect and until payment in full of all Obligations and cancellation, expiration
or delivery of cash collateral or backstop letter of credit satisfactory to the
Issuing Bank of all Letters of Credit, 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 Agents:

          (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 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 Agents (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


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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 Agents;

          (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;


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<PAGE>


          (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 Agents 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 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


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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 Agents 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 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 (i) will maintain or
cause to be maintained accurate books and records in conformity with GAAP and
(ii) will 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


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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 Agents (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 Agents may do the
foregoing at any time during normal business hours.

     5.7. Lenders Meetings. Holdings and Borrower will, upon the request of
Administrative Agents or Requisite Lenders, participate in a meeting of
Administrative Agents 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 Agents) at such time as may be agreed to by Borrower
and Administrative Agents.

     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
Agents:

               (i) Holdings shall submit to the Administrative Agents 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


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     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 Agents 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 Agents' reasonable written request and at such
     Credit Party's expense, retain an independent environmental engineer
     acceptable to the Administrative Agents 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 Agents, 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 Agents 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 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 Agents reasonably believe 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 Agents 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 Agents. 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 Agents may hire an independent engineer, at the Credit
     Party's expense,


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<PAGE>


     to conduct such tests and investigations, including preparing a Phase I
     Report. The Administrative Agents are 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 Agents 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 Agents will
     result in a waiver of any default of any Credit Party or impose any
     liability on the Administrative Agents or any of the Lenders. In no event
     will any site visit or observation by the Administrative Agents 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
     Agents. The Administrative Agents 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
     Agents 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 Agents. If the Administrative Agents are requested to
     disclose any such report or finding to any third party, then the
     Administrative Agents 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 Agents 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 Agents. Each Credit Party understands and agrees that the
     Administrative Agents make 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 Agents 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 Agents. In each instance, the
     Administrative Agents will give such Credit Party reasonable notice before
     entering any of Facility or any other place the Administrative Agents are
     permitted to enter under this Section 5.9(a)(ii). The Administrative Agents
     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 Agents 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


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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 Agents 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 Agents but shall provide the Administrative
Agents with a notice identifying the author and recipient of such document and
generally describing the contents of the document. Upon request of the
Administrative Agents, the Credit Parties shall take all reasonable steps
necessary to provide the Administrative Agents 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 Agents 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 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 First 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 Agents 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 First Priority security interest in such Material Real Estate
Assets. In addition to the foregoing,


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Borrower shall, at the request of Requisite Lenders, deliver, from time to time,
to Administrative Agents 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 Agents, each Credit Party will, at its expense, promptly
execute, acknowledge and deliver such further documents and do such other acts
and things as Administrative Agents 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 Agents 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, so long as any Commitment is
in effect and until payment in full of all Obligations and cancellation,
expiration, cash collaterization or backstopping (with letters of credit
satisfactory in all respects to the Issuing Bank) of all Letters of Credit, such
Credit Party shall perform, and shall cause each of its Subsidiaries to perform,
all covenants in this Section 6.

     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
$25,000,000 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 First 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 Agents, (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


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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 is continuing;

          (c) the Second Lien Term Loans owed under the Second Lien Credit
Agreement in an aggregate principal amount not to exceed $135,000,000 plus any
accrued interest, and Indebtedness incurred to refinance, renew or replace such
Indebtedness in whole or in part; provided that, (i) the terms and conditions of
such Indebtedness, taken as a whole, are no less favorable in any material
respect to the obligors or the Lenders thereon than the Second Lien Credit
Agreement, (ii) no Subsidiary of Holdings that is not a Guarantor hereunder
shall be a guarantor of such refinancing, renewal or replacement and (iii) the
average life to maturity thereof is greater than or equal to that of the Second
Lien Term Loans;

          (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
$25,000,000 in an aggregate amount at any time Outstanding;

          (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


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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 $25,000,000 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 $10,000,000;
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 $10,000,000; 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:

          (a) 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


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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;

          (l) Liens on the Collateral securing obligations under the Second Lien
Credit Agreement; provided that such Liens are subordinated to the Liens
securing the Obligations in accordance with 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


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          (p) other Liens securing Indebtedness in an aggregate amount not to
exceed $10,000,000 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;

          (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) Borrower may make required payments of principal, premium and
interest in respect of the Indebtedness incurred under the Second Lien Credit
Agreement and any refinancing thereof permitted hereunder and thereunder; and

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

     6.6. Restrictions on Subsidiary Distributions. Except as provided herein
and in the Second Lien Credit 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


                                       83




<PAGE>


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 permitted by Section 6.8(c);

          (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;

          (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
$25,000,000 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 $25,000,000
at any time Outstanding.


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<PAGE>


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) Interest Coverage Ratio. Holdings shall not permit the Interest
Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending March 31, 2005, to be less than the correlative ratio
indicated:

<TABLE>
<CAPTION>
--------------------------------------------------------
        Fiscal Quarter           Interest Coverage Ratio
--------------------------------------------------------
<S>                                     <C>
March 31, 2005                          2.00:1.00
-------------------------------------------------------
June 30, 2005                           2.00:1.00
-------------------------------------------------------
September 30, 2005                      2.00:1.00
-------------------------------------------------------
December 31, 2005                       2.25:1.00
-------------------------------------------------------
March 31, 2006                          2.25:1.00
-------------------------------------------------------
June 30, 2006                           2.50:1.00
-------------------------------------------------------
September 30, 2006                      2.50:1.00
-------------------------------------------------------
December 31, 2006                       2.75:1.00
-------------------------------------------------------
March 31, 2007                          3.25:1.00
-------------------------------------------------------
June 30, 2007                           3.25:1.00
-------------------------------------------------------
September 30, 2007                      3.25:1.00
-------------------------------------------------------
December 31, 2007                       3.25:1.00
-------------------------------------------------------
March 31, 2008 and each Fiscal          3.75:1.00
Quarter ending thereafter
--------------------------------------------------------
</TABLE>

          (b) 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                      5.00:1.00
-----------------------------------------------
June 30, 2005                       5.00:1.00
-----------------------------------------------
September 30, 2005                  5.00:1.00
-----------------------------------------------
December 31, 2005                   5.00:1.00
-----------------------------------------------
March 31, 2006                      5.00:1.00
-----------------------------------------------
June 30, 2006                       4.50:1.00
-----------------------------------------------
September 30, 2006                  4.25:1.00
-----------------------------------------------
December 31, 2006                   4.00:1.00
-----------------------------------------------
</TABLE>


                                       85




<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------
         Fiscal Quarter          Leverage Ratio
-----------------------------------------------
<S>                                 <C>
March 31, 2007                      3.25:1.00
-----------------------------------------------
June 30, 2007                       3.25:1.00
-----------------------------------------------
September 30, 2007                  3.25:1.00
-----------------------------------------------
December 31, 2007                   3.25:1.00
-----------------------------------------------
March 31, 2008 and each Fiscal      2.75:1.00
Quarter ending thereafter
-----------------------------------------------
</TABLE>

          (c) Maximum Consolidated Capital Expenditures. Holdings shall not, and
shall not permit its Subsidiaries to, make or incur Consolidated Capital
Expenditures, in any Fiscal Year indicated below, in an aggregate amount for
Holdings and its Subsidiaries in excess of the corresponding amount set forth
below opposite such Fiscal Year (other than those funded with Asset Sale or
insurance proceeds); provided, such amount for any Fiscal Year shall be
increased by an amount equal to the excess, if any, (but in no event more than
$15,000,000) of such amount for the previous Fiscal Year (as adjusted in
accordance with this proviso) over the actual amount of such Consolidated
Capital Expenditures for such previous Fiscal Year:

<TABLE>
<CAPTION>
-----------------------------
Fiscal   Consolidated Capital
 Year        Expenditures
-----------------------------
<S>           <C>
2005          $43,800,000
-----------------------------
2006          $36,900,000
-----------------------------
2007          $41,700,000
-----------------------------
2008          $33,400,000
-----------------------------
2009          $31,700,000
-----------------------------
</TABLE>

          (d) 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
covenants set forth in this Section 6.8 (but not for purposes of determining the
Applicable Margin and the Applicable Revolving Commitment Fee Percentage),
Consolidated 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


                                       86




<PAGE>


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 $10,000,000 in the aggregate in any Fiscal Year; and
(ii) less than $40,000,000 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 (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


                                       87




<PAGE>


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 Second Lien Credit 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.

     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


                                       88




<PAGE>


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 Agents 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. Section 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 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


                                       89




<PAGE>


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 Agents 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.

     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 Agents 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;


                                       90




<PAGE>


          (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 Agents are 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, 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


                                       91




<PAGE>


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
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


                                       92




<PAGE>


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 and the
Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled, 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 and
the Revolving Commitments shall have terminated and all Letters of Credit shall
have expired or been cancelled, 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 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 Agents on
behalf of Beneficiaries and shall forthwith be paid over to Administrative
Agents 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


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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
Agents on behalf of Beneficiaries and shall forthwith be paid over to
Administrative Agents 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 and the Revolving Commitments shall have terminated and all Letters of
Credit shall have expired or been cancelled. 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. Any Credit Extension may be made to
Borrower or continued from time to time, 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 Agents 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 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


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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 Agents, or allow the claim of Administrative Agents 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; (ii) when due any amount payable to Issuing Bank in reimbursement of
any drawing under a Letter of Credit; or (iii) 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 Section 8.1(a)) with an
aggregate principal amount of (A) $5,000,000 or more with respect to any Credit
Party and (B) $10,000,000 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


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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; 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 Agents 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 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


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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 $500,000 (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 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 other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Borrower by Administrative Agents, (A) the Revolving Commitments, if
any, of each Lender having such Revolving Commitments


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and the obligation of Issuing Bank to issue any Letter of Credit shall
immediately terminate; (B) 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, (II) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (regardless of whether any
beneficiary under any such Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents or certificates
required to draw under such Letters of Credit), and (III) all other Obligations;
provided, the foregoing shall not affect in any way the obligations of Lenders
having Revolving Commitments under Section 2.3(b)(iv) or Section 2.4(e); (C)
Administrative Agents may cause Collateral Agent to enforce any and all Liens
and security interests created pursuant to Collateral Documents; and (D)
Administrative Agents shall direct Borrower to pay (and Borrower hereby agrees
upon receipt of such notice, or upon the occurrence of any Event of Default
specified in Section 8.1(f) and (g) to pay) to Administrative Agents such
additional amounts of cash, to be held as security for Borrower's reimbursement
Obligations in respect of Letters of Credit then outstanding, equal to the
Letter of Credit Usage at such time.

SECTION 9. AGENTS

     9.1. Appointment and Authority. Each of the Lenders and the Issuing Bank
hereby irrevocably appoints (i) GECC to act on its behalf as a Co-Administrative
Agent hereunder and under the other Credit Documents and (ii) BOFA to act on its
behalf as a Co-Administrative Agent hereunder and under the other Credit
Documents and authorizes the Administrative Agents to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agents
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby
irrevocably appoints BOFA to act on its behalf as the Collateral Agent hereunder
and under the other Credit Documents and authorizes the Collateral Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Collateral Agent by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. The provisions of this Section are
solely for the benefit of the Administrative Agents and the Collateral Agent,
the Lenders and the Issuing Bank, and neither the Borrower nor any other Credit
Party shall have rights as a third party beneficiary of any of such provisions.

     9.2. Rights as a Lender. The Persons serving as the Administrative Agents
and Collateral 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 Agents or Collateral Agent and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Persons serving as the Administrative Agents and
Collateral Agent hereunder in its individual capacity. Such Persons and their
respective 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 Persons were not the Administrative Agents or
Collateral Agent hereunder and without any duty to account therefor to the
Lenders.


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     9.3. Exculpatory Provisions. Each of the Administrative Agents and the
Collateral 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 Agents and the Collateral 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 either the
Administrative Agents or Collateral 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 each of the Administrative Agents and the Collateral
Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose either the Administrative Agents or the
Collateral 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
Persons serving as the Administrative Agents, the Collateral Agent or any of
their respective Affiliates in any capacity.

     Neither the Administrative Agents nor the Collateral Agent shall 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 Agents or the Collateral 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. Neither the Administrative Agents nor the Collateral Agent
shall be deemed to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agents by the Borrower, a
Lender or the Issuing Bank.

     Neither the Administrative Agents nor the Collateral Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with 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 Agents or the Collateral Agent.

     9.4. Reliance by Administrative Agent and Collateral Agent. Each of the
Administrative Agents and the Collateral Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument,


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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. Each
of the Administrative Agents and the Collateral Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have 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, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Bank, the Administrative Agents may
presume that such condition is satisfactory to such Lender or the Issuing Bank
unless the Administrative Agents shall have received notice to the contrary from
such Lender or the Issuing Bank prior to the making of such Loan or the issuance
of such Letter of Credit. Each of the Administrative Agents and the Collateral
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. Each of the Administrative Agents and the
Collateral 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 either the Administrative Agents or the Collateral
Agent. The Administrative Agents, the Collateral 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
Agents and the Collateral Agent, respectively, 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 the
Administrative Agents and the Collateral Agent, respectively.

     9.6. Resignation of Administrative Agent or the Collateral Agent. Each of
the Administrative Agents or the Collateral Agent may at any time give notice of
its resignation to the Lenders, the Issuing Bank 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 Agents or the retiring Collateral Agent, as
the case may be, gives notice of its resignation, then the retiring
Administrative Agents or the retiring Collateral Agent, as the case may be, may
on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agents or Collateral Agent, as the case may be, meeting the
qualifications set forth above; provided that if the Administrative Agents or
the Collateral 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 Agents or the retiring Collateral Agent, as the case may be,
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 Collateral Agent on behalf of the Lenders or the Issuing Bank under any
of the Credit Documents, the retiring Collateral Agent shall continue to hold
such collateral security until such time as a successor Collateral Agent is
appointed) and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agents shall instead be made by or
to each Lender and the Issuing Bank directly,


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until such time as the Requisite Lenders appoint successor Administrative Agents
as provided for above in this Section. Upon the acceptance of successor's
appointment as Administrative Agents or Collateral 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 Agents or the
retiring (or retired) Collateral Agent, as the case may be, and the retiring
Administrative Agents or the retiring Collateral Agent, as the case may be,
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 successor
Administrative Agents or Collateral Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring Administrative Agents' resignation or retiring Collateral
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 Agents and such retiring Collateral Agent, as the case
may be, its sub agents and their respective Affiliates in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agents were acting as Administrative Agents and while the retiring Collateral
Agent was acting as Collateral Agent.

     Any resignation by BOFA as Co-Administrative Agent pursuant to this Section
shall also constitute its resignation as Issuing Bank and Swing Line Lender.
Upon the acceptance of a successor's appointment as Co-Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring Issuing Bank and Swing
Line Lender, (b) the retiring Issuing Bank and Swing Line Lender shall be
discharged from all of their respective duties and obligations hereunder or
under the other Credit Documents, and (c) the successor Issuing Bank shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the
retiring Issuing Bank to effectively assume the obligations of the retiring
Issuing Bank with respect to such Letters of Credit.

     9.7. Non-Reliance on Administrative Agent, Collateral Agent and Other
Lenders. Each Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agents, the
Collateral 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 and the Issuing
Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agents, the Collateral 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 Agents, the Collateral Agent, a Lender or the Issuing Bank
hereunder.

     9.9. Administrative Agents May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment,


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composition or other judicial proceeding relative to any Credit Party, the
Administrative Agents (irrespective of whether the principal of any Loan or
Letter of Credit shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agents
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, Letters of Credit 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, the
Issuing Bank, the Collateral Agent and the Administrative Agents (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders, the Issuing Bank, the Collateral Agent and the Administrative
Agents and their respective agents and counsel and all other amounts due the
Lenders, the Issuing Bank, the Collateral Agent and the Administrative Agents
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 and the Issuing Bank to make such payments to the Administrative
Agents and, in the event that the Administrative Agents shall consent to the
making of such payments directly to the Lenders and the Issuing Bank, to pay to
the Administrative Agents any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agents and their
agents and counsel, and any other amounts due the Administrative Agents under
Sections 2.11 and 10.02 and 10.3.

     Nothing contained herein shall be deemed to authorize the Administrative
Agents to authorize or consent to or accept or adopt on behalf of any Lender or
the Issuing Bank any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agents to vote in respect of the claim of any
Lender in any such proceeding.

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

          (a) to release any Lien on any property granted to or held by the
Collateral Agent under any Credit Document (i) upon termination of the
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters of
Credit, (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
Collateral Agent under any Credit Document to the holder of any Lien on such
property that is permitted by Section 6.2; and


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          (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 Collateral Agent at any time, the Requisite Lenders
will confirm in writing the Collateral 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, Administrative Agents, Swing Line Lender or
Issuing Bank, 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
Agents 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
Agents be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto
as designated by the Administrative Agents 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 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


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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, Issuing Bank and Lender and the
officers, partners, directors, trustees, attorneys employees, agents, sub-agents
and Affiliates of each Agent, Issuing Bank 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 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. 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 Agents (such consent not to be unreasonably
withheld or delayed), without notice to any Credit Party or to any other Person
(other than Administrative Agents), 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


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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, the Letters of Credit and participations therein and under the
other Credit Documents, including all claims of any nature or description
arising out of or connected hereto, the Letters of Credit and participations
therein 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 amounts in respect of the Letters of Credit 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 (other than a Defaulting 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 (but not
     prepayment);

               (iii) extend the stated expiration date of any Letter of Credit
     beyond the Revolving Commitment Termination Date;

               (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;

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

               (vi) reduce the principal amount of any Loan or any reimbursement
     obligation in respect of any Letter of Credit;

               (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


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     included in the determination of "Requisite Lenders" or "Pro Rata Share" on
     substantially the same basis as the Term Loan Commitments, the Term Loans,
     the Revolving Commitments and the Revolving 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:

               (i) increase any Revolving Commitment of any Lender over the
     amount thereof then in effect without the consent of such Lender; provided,
     no amendment, modification or waiver of any condition precedent, covenant,
     Default or Event of Default shall constitute an increase in any Revolving
     Commitment of any Lender;

               (ii) amend, modify, terminate or waive any provision hereof
     relating to the Swing Line Sublimit or the Swing Line Loans without the
     consent of Swing Line Lender;

               (iii) amend the definition of "Requisite Class Lenders" without
     the consent of Requisite Class Lenders of each Class; provided, with the
     consent of the Requisite Lenders, additional extensions of credit pursuant
     hereto may be included in the determination of such "Requisite Class
     Lenders" on substantially the same basis as the Term Loan Commitments, the
     Term Loans, the Revolving Commitments and the Revolving Loans are included
     on the Closing Date;

               (iv) alter the required application of any repayments or
     prepayments as between Classes pursuant to Section 2.15 without the consent
     of Requisite Class Lenders of each Class which would be allocated a lesser
     repayment or prepayment as a result thereof; provided, Requisite Lenders
     may waive, in whole or in part, any prepayment which would, by its terms,
     be paid to more than one Class of Lenders so long as the application, as
     between Classes, of any portion of such prepayment which is still required
     to be made is not altered;

               (v) amend, modify, terminate or waive any obligation of Lenders
     relating to the purchase of participations in Letters of Credit as provided
     in Section 2.4(e) without the written consent of Administrative Agents and
     of Issuing Bank; or

               (vi) 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.


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          (d) Execution of Amendments, etc. Administrative Agents 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 Agents and Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

          (b) Register. Borrower, Administrative Agents and Lenders shall deem
and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such 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 Agents,
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 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
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
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 Agents;


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               (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 Agents (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
     (A) $2,500,000 (or such lesser amount as may be agreed to by Borrower and
     Administrative Agents or as shall constitute the aggregate amount of the
     Revolving Commitments and Revolving Loans of the assigning Lender) with
     respect to the assignment of the Revolving Commitments and Revolving Loans
     and (B) $1,000,000 as of the Trade Date (or such lesser amount as may be
     agreed to by Borrower and Administrative Agents or as shall constitute the
     aggregate amount of the Term Loan of the assigning Lender) with respect to
     the assignment of Term Loans; and

               (iii) the parties to such assignment shall pay to the
     Administrative Agents a processing and recording fee of $3,500;

     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.

          (d) Mechanics. Assignments of Term Loans by Lenders may be made via an
electronic settlement system acceptable to Administrative Agents as designated
in writing from time to time to the Lenders by Administrative Agents (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 Agents' 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 Agents 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 Agents (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 Agents notify Lenders to the contrary.
Assignments and assumptions of Revolving Loans and Revolving Commitments shall
only be effected by manual execution and delivery to the Administrative Agents
of an Assignment Agreement. 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 Agents 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


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delivered to the Lenders from the Administrative Agents 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 (but not any Revolving Loan or Revolving Commitment) 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
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 Commitments or Loans, as the case
may be; and (iii) it will make or invest in, as the case may be, its Commitments
or Loans for its own account in the ordinary course and without a view to
distribution of such 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
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 obligations of a "Lender" hereunder to the extent of
its interest in the Loans and 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, (y) Issuing Bank shall continue to
have all rights and obligations thereof with respect to such Letters of Credit
until the cancellation or expiration of such Letters of Credit and the
reimbursement of any amounts drawn thereunder and (z) 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 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 Agents 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 new Revolving
Commitments and/or outstanding Loans of the assignee and/or the assigning
Lender.


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          (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 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, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Revolving Commitment
Termination Date) 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 or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or 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 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.

          (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


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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 any Credit Extension.
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, the cancellation or expiration
of the Letters of Credit and the reimbursement of any amounts drawn thereunder,
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.

     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 Agents or Lenders (or to Administrative Agents, on behalf of
Lenders), or Administrative Agents 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 Commitment of any other Lender hereunder. Nothing
contained herein or in any


                                       111




<PAGE>


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 (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


                                       112




<PAGE>


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 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.


                                       113




<PAGE>


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 Agents 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.

     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 Agents of written or telephonic notification of such
execution and authorization of delivery thereof.

     10.21. Patriot Act. Each Lender and Administrative Agents (for themselves
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
Agents, 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


                                       114




<PAGE>


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]


                                       115




<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
                                         and a Lender


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


                                       S-4




<PAGE>


                                         BANK OF AMERICA, N.A.,
                                         as Co-Administrative Agent, Collateral
                                         Agent, Issuing Bank and a Lender


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


                                       S-5




<PAGE>


                                         BANC OF AMERICA SECURITIES LLC,
                                         as Joint Lead Arranger


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


                                       S-6




<PAGE>


                                         GENERAL ELECTRIC CAPITAL CORPORATION,
                                         as Co-Administrative Agent and a Lender


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


                                       S-7




<PAGE>


                                                                    APPENDIX A-1
                                     TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

                              Term Loan Commitments

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
             Lender                    Term Loan Commitment   Pro Rata Share
----------------------------------------------------------------------------
<S>                                       <C>                      <C>
Goldman Sachs Credit Partners L.P.        $225,000,000.00          95.7%
----------------------------------------------------------------------------
General Electric Capital Corporation      $ 10,000,000.00           4.3%
----------------------------------------------------------------------------
   Total                                  $   235,000,000           100%
============================================================================
</TABLE>


                                 APPENDIX A-1-1




<PAGE>


                                                                    APPENDIX A-2
                                     TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT

                              Revolving Commitments

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
             Lender                    Revolving Commitment   Pro Rata Share
----------------------------------------------------------------------------
<S>                                       <C>                      <C>
Goldman Sachs Credit Partners L.P.        $30,000,000.00           50.0%
----------------------------------------------------------------------------
Bank of America, N.A                      $10,000,000.00           16.7%
----------------------------------------------------------------------------
General Electric Capital Corporation      $20,000,000.00           33.3%
----------------------------------------------------------------------------
   Total                                  $   60,000,000            100%
============================================================================
</TABLE>


                                 APPENDIX A-2-1




<PAGE>


                                                                      APPENDIX B

                                     TO FIRST 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 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>


GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Administrative Agent and a Lender

Co-Administrative Agent's Principal Office:

General Electric Capital Corporation
401 Merritt Seven, 2nd Floor
Norwalk, CT 06851-1000
Attention: Todd Anderson
Telecopier: (203) 229-1992


                                  APPENDIX B-6




<PAGE>


BANK OF AMERICA, N.A.,
as Co-Administrative Agent, Collateral Agent,
Issuing Bank, Swing Line Lender and a Lender

Co-Administrative 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

Swing Line Lender's Principal Office:
     One Independence Center
     101 N. Tryon St.
     Charlotte, NC 28255
     Attention: Jeffrey Rondeau
     Telecopier: 704.409.0034

Issuing Bank's Principal Office:
     One Independence Center
     101 N. Tryon St.
     Charlotte, NC 28255
     Attention: Jeffrey Rondeau
     Telecopier: 704.409.0034

in each case, 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-7