<PAGE>

                                                                   EXHIBIT 10.29

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 24, 2003

                                      AMONG

                       CABOT MICROELECTRONICS CORPORATION,

                         VARIOUS FINANCIAL INSTITUTIONS

                                       AND

                       LASALLE BANK NATIONAL ASSOCIATION,
                             AS ADMINISTRATIVE AGENT

                                       AND

                    NATIONAL CITY BANK OF MICHIGAN/ILLINOIS,
                              AS SYNDICATION AGENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
SECTION 1   DEFINITIONS................................................................................     1

      1.1   Definitions................................................................................     1

      1.2   Other Interpretive Provisions..............................................................    13

SECTION 2   COMMITMENTS OF THE BANKS, BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES............    14

      2.1   Commitments................................................................................    14
            2.1.1    Revolving Loan Commitment.........................................................    14
            2.1.2    Swing Line Loan Commitment........................................................    14
            2.1.3    L/C Commitment....................................................................    14

      2.2   Loan Procedures............................................................................    15
            2.2.1    Various Types of Loans............................................................    15
            2.2.2    Revolving Loan Borrowing Procedures...............................................    15
            2.2.3    Conversion and Continuation Procedures............................................    16
            2.2.4    Swing Line Loan Borrowing Procedures..............................................    17

      2.3   Letter of Credit Procedures................................................................    19
            2.3.1    L/C Applications..................................................................    19
            2.3.2    Participations in Letters of Credit...............................................    19
            2.3.3    Reimbursement Obligations.........................................................    19
            2.3.4    Limitation on Obligations of Issuing Bank.........................................    20
            2.3.5    Funding by Banks to Issuing Bank..................................................    20

      2.4   Commitments Several........................................................................    20

      2.5   Certain Conditions.........................................................................    21

      2.6   Renewal Options............................................................................    21

      2.7   New Revolving Loans........................................................................    22

SECTION 3   NOTES EVIDENCING LOANS.....................................................................    23

      3.1   Notes......................................................................................    23

      3.2   Recordkeeping..............................................................................    23

SECTION 4   INTEREST...................................................................................    24

      4.1   Interest Rates.............................................................................    24
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                        <C>
      4.2   Interest Payment Dates.....................................................................    24

      4.3   Setting and Notice of Eurodollar Rates.....................................................    24

      4.4   Computation of Interest....................................................................    24

SECTION 5   FEES.......................................................................................    25

      5.1   Non-Use Fee................................................................................    25

      5.2   Letter of Credit Fees......................................................................    25

      5.3   Upfront Fees...............................................................................    25

      5.4   Administrative Agent's Fees................................................................    25

      5.5   Other Due Fees and Other Amounts...........................................................    26

SECTION 6   REDUCTION OR TERMINATION OF THE REVOLVING LOAN COMMITMENTS; PREPAYMENTS....................    26

      6.1   Reduction or Termination of the Revolving Loan Commitments.................................    26
            6.1.1    Voluntary Reduction or Termination of the Revolving Loan Commitments..............    26
            6.1.2    Mandatory Reductions of the Revolving Loan Commitments............................    26
            6.1.3    Intentionally Omitted.............................................................    26
            6.1.4    All Reductions of the Revolving Loan Commitments..................................    26

      6.2   Prepayments................................................................................    26
            6.2.1    Voluntary Prepayments.............................................................    26
            6.2.2    Mandatory Prepayments.............................................................    26

      6.3   All Prepayments............................................................................    27

SECTION 7   MAKING AND PRORATION OF PAYMENTS, SETOFF, TAXES............................................    27

      7.1   Making of Payments.........................................................................    27

      7.2   Application of Certain Payments............................................................    27

      7.3   Due Date Extension.........................................................................    28

      7.4   Waiver of Setoff Rights....................................................................    28

      7.5   Proration of Payments......................................................................    28

      7.6   Taxes......................................................................................    28
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                        <C>
SECTION 8   INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS...................................    29

      8.1   Increased Costs............................................................................    29

      8.2   Basis for Determining Interest Rate Inadequate or Unfair...................................    31

      8.3   Changes in Law Rendering Eurodollar Loans Unlawful.........................................    31

      8.4   Funding Losses.............................................................................    32

      8.5   Right of Banks to Fund through Other Offices...............................................    32

      8.6   Discretion of Banks as to Manner of Funding................................................    32

      8.7   Mitigation of Circumstances; Replacement of Banks..........................................    32

      8.8   Conclusiveness of Statements; Survival of Provisions.......................................    33

SECTION 9   REPRESENTATIONS AND WARRANTIES.............................................................    33

      9.1   Organization...............................................................................    33

      9.2   Authorization; No Conflict.................................................................    33

      9.3   Validity and Binding Nature................................................................    34

      9.4   Financial Condition........................................................................    34

      9.5   No Material Adverse Change.................................................................    34

      9.6   Litigation and Contingent Liabilities......................................................    34

      9.7   No Materially Adverse Contracts, etc.......................................................    34

      9.8   Compliance.................................................................................    35

      9.9   Taxes......................................................................................    35

      9.10  Information................................................................................    35

      9.11  Solvency...................................................................................    35

      9.12  No Default.................................................................................    35

      9.13  Use of Proceeds............................................................................    36

      9.14  Subsidiaries...............................................................................    36

      9.15  Ownership of Properties; Liens.............................................................    36
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                        <C>
      9.16  Intellectual Property......................................................................    36

      9.17  Insurance..................................................................................    36

      9.18  Investment Company Act; Public Utility Holding Company Act.................................    36

      9.19  Regulations T, U and X.....................................................................    36

      9.20  Securities Matters.........................................................................    36

      9.21  Pension and Welfare Plans..................................................................    37

      9.22  Environmental Matters......................................................................    37

      9.23  Labor Matters..............................................................................    38

      9.24  Disclosure.................................................................................    38

      9.25  Survival of Warranties.....................................................................    38

SECTION 10  COVENANTS..................................................................................    39

      10.1  Reports, Certificates and Other Information................................................    39
            10.1.1   Annual Report.....................................................................    39
            10.1.2   Interim Reports...................................................................    39
            10.1.3   Compliance Certificates...........................................................    39
            10.1.4   Reports to the SEC and to Shareholders............................................    39
            10.1.5   Notice of Default, Litigation and ERISA Matters...................................    40
            10.1.6   Management Reports................................................................    40
            10.1.7   Projections.......................................................................    41
            10.1.8   Debt Notices......................................................................    41
            10.1.9   Other Information.................................................................    41

      10.2  Books, Records and Inspections.............................................................    41

      10.3  Compliance with Laws; Payment of Taxes and Liabilities.....................................    41

      10.4  Maintenance of Property; Insurance.........................................................    41

      10.5  Maintenance of Existence, etc..............................................................    42

      10.6  Financial Covenants........................................................................    42
            10.6.1   Leverage Ratio....................................................................    42
            10.6.2   Interest Coverage Ratio...........................................................    42
            10.6.3   Minimum Net Worth.................................................................    42

      10.7  Limitations on Debt........................................................................    42

      10.8  Liens......................................................................................    43
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                        <C>
      10.9  Operating Leases...........................................................................    44

      10.10 Restricted Payments........................................................................    45

      10.11 Mergers, Consolidations, Acquisitions, Sales...............................................    45

      10.12 Modification of Documents..................................................................    46

      10.13 Use of Proceeds............................................................................    46

      10.14 Further Assurances.........................................................................    46

      10.15 Transactions with Affiliates...............................................................    47

      10.16 Employee Benefit Plans.....................................................................    47

      10.17 Environmental Matters......................................................................    47

      10.18 Inconsistent Agreements....................................................................    47

      10.19 Investments................................................................................    47

      10.20 Fiscal Year................................................................................    48

SECTION 11  EFFECTIVENESS, CONDITIONS OF LENDING, ETC..................................................    48

      11.1  Initial Credit Extension...................................................................    48
            11.1.1   Loan Documents....................................................................    49
            11.1.2   Constitutive Documents............................................................    49
            11.1.3   Consents, etc.....................................................................    49
            11.1.4   Guaranty..........................................................................    49
            11.1.5   Opinions of Counsel...............................................................    49
            11.1.6   Intentionally Omitted.............................................................    49
            11.1.7   Intentionally Omitted.............................................................    49
            11.1.8   Payment of Fees...................................................................    49
            11.1.9   Solvency Certificate..............................................................    49
            11.1.10  Closing Certificate...............................................................    50
            11.1.11  Other.............................................................................    50

      11.2  Conditions.................................................................................    50
            11.2.1   Compliance with Warranties, No Default, etc.......................................    50
            11.2.2   Confirmatory Certificate..........................................................    50
            11.2.3   No Legal Impediment...............................................................    50

SECTION 12  EVENTS OF DEFAULT AND THEIR EFFECT.........................................................    50

      12.1  Events of Default..........................................................................    50
            12.1.1   Non-Payment of the Loans, etc.....................................................    51
            12.1.2   Non-Payment of Other Debt.........................................................    51
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                                                        <C>
            12.1.3   Other Material Obligations........................................................    51
            12.1.4   Bankruptcy, Insolvency, etc.......................................................    51
            12.1.5   Non-Compliance with Loan Documents................................................    51
            12.1.6   Representation and Warranties.....................................................    52
            12.1.7   Pension Plans.....................................................................    52
            12.1.8   Judgments.........................................................................    52
            12.1.9   Intentionally Omitted.............................................................    52
            12.1.10  Invalidity of Guaranty, etc.......................................................    52
            12.1.11  Change of Control.................................................................    52
            12.1.12  Injunctions.......................................................................    53
            12.1.13  Work Stoppages....................................................................    53
            12.1.14  Loss of Licenses or Permits.......................................................    53
            12.1.15  Forfeitures.......................................................................    53
            12.1.16  Cancellation, Invalidity of Loan Documents........................................    53

      12.2  Effect of Event of Default.................................................................    53

SECTION 13  THE AGENTS.................................................................................    54

      13.1  Appointment and Authorization..............................................................    54

      13.2  Delegation of Duties.......................................................................    54

      13.3  Liability of Agents........................................................................    54

      13.4  Reliance by Agents.........................................................................    55

      13.5  Notice of Default..........................................................................    55

      13.6  Credit Decision............................................................................    55

      13.7  Indemnification............................................................................    56

      13.8  Agents in Individual Capacity..............................................................    56

      13.9  Successor Agents...........................................................................    57

      13.10 Syndication Agent..........................................................................    57

SECTION 14  GENERAL....................................................................................    57

      14.1  Waiver; Amendments.........................................................................    57

      14.2  Confirmations..............................................................................    58

      14.3  Notices....................................................................................    58

      14.4  Computations...............................................................................    58
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                                        <C>
      14.5  Regulation U...............................................................................    58

      14.6  Costs, Expenses and Taxes..................................................................    59

      14.7  Subsidiary References......................................................................    59

      14.8  Captions...................................................................................    59

      14.9  Assignments; Participations................................................................    59
            14.9.1   Assignments.......................................................................    59
            14.9.2   Participations....................................................................    60

      14.10 Governing Law..............................................................................    61

      14.11 Counterparts...............................................................................    61

      14.12 Successors and Assigns.....................................................................    61

      14.13 Indemnification by the Company.............................................................    61

      14.14 Nonliability of Lenders....................................................................    62

      14.15 Forum Selection and Consent to Jurisdiction................................................    62

      14.16 Waiver of Jury Trial.......................................................................    63

      14.17 Confidentiality............................................................................    63
</TABLE>

                                      vii

<PAGE>

SCHEDULES

Pricing Schedule

SCHEDULE 2.1      Banks and Pro Rata Shares
SCHEDULE 9.6      Litigation and Contingent Liabilities
SCHEDULE 9.14     Subsidiaries
SCHEDULE 9.16     Intellectual Property
SCHEDULE 9.17     Insurance
SCHEDULE 9.21     Pension and Welfare Plans
SCHEDULE 9.22     Environmental Matters
SCHEDULE 10.7     Existing Debt
SCHEDULE 10.8     Existing Liens
SCHEDULE 10.9     Existing Operating Leases
SCHEDULE 10.19    Investments
SCHEDULE 14.3     Addresses for Notices

                                      viii

<PAGE>

                                    EXHIBITS

EXHIBIT A-1       Form of Revolving Note (Section 3.1)

EXHIBIT A-2       Form of Swing Line Note (Section 3.1)

EXHIBIT B         Form of Compliance Certificate (Section 10.1.3)

EXHIBIT C         Form of Guaranty (Section 1.1)

EXHIBIT D         Form of Joinder Agreement (Section 1.1)

EXHIBIT E         Form of Opinion of Neal Gerber & Eisenberg (Section 11.1.5)

EXHIBIT F         Form of Assignment Agreement (Section 14.9.1)

EXHIBIT G         Form of Solvency Certificate (Section 11.1.9)

                                       ix

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 24,
2003 (this "Agreement"), is entered into among CABOT MICROELECTRONICS
CORPORATION (the "Company"), the financial institutions that are or may from
time to time become parties hereto (together with their respective successors
and assigns, the "Banks"), LASALLE BANK NATIONAL ASSOCIATION (in its individual
capacity, "LaSalle"), as administrative agent and issuing bank for the Banks,
and NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, a national banking association (in
its individual capacity, "National City"), as syndication agent for the Banks.

         WHEREAS, the Company, LaSalle, National City and U.S. Bank National
Association (LaSalle, National City and U.S. Bank National Association being
referred to herein as the "Existing Banks"), the Administrative Agent, the
Issuing Bank and the Syndication Agent entered into that certain Credit
Agreement dated as of July 10, 2001 (the "Original Credit Agreement"), as
amended by that certain First Amendment to Credit Agreement dated as of February
5, 2002 (the "First Amendment") and as further amended by that certain Second
Amendment to Credit Agreement dated as of August 1, 2003 (the "Second
Amendment") (the Original Credit Agreement, as amended by the First Amendment
and the Second Amendment, hereinafter is referred to as the "Existing Credit
Agreement"), pursuant and subject to the terms and conditions of which, among
other things, the Existing Banks and the Issuing Bank agreed to make available
to the Company term loans and a revolving credit facility (which includes
letters of credit) upon the terms and conditions set forth herein;

         WHEREAS, the Company, the Existing Banks, the Administrative Agent, the
Issuing Bank and the Syndication Agent desire to amend and restate the Existing
Credit Agreement in its entirety on the terms and conditions set forth in this
Agreement;

         WHEREAS, the Company, the Existing Banks, the Administrative Agent, the
Issuing Bank and the Syndication Agent desire for Bank One, NA to become a
party, as a Bank, to the Existing Credit Agreement, as amended and restated in
its entirety on the terms and conditions set forth in this Agreement, and Bank
One, NA desires to become a party, as a Bank, to the Existing Credit Agreement,
as amended and restated in its entirety on the terms and conditions set forth in
this Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree that the Existing Credit Agreement is
amended and restated in its entirety as follows:

                                    SECTION 1
                                   DEFINITIONS

         1.1      Definitions. When used herein the following terms shall have
the following meanings:

         Acquisition means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a

<PAGE>

Person, or of all or substantially all of any division of a Person, (b) the
acquisition of in excess of 50% of the capital stock, partnership interests,
membership interests or equity of any Person, or otherwise causing any Person to
become a Subsidiary, or (c) a merger or consolidation or any other combination
with another Person.

         Administrative Agent means LaSalle in its capacity as administrative
agent for the Banks hereunder and any successor thereto in such capacity.

         Affected Loan - see Section 8.3.

         Affiliate of any Person means (a) any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person and (b) any officer or director of such Person. A Person shall be deemed
to be "controlled by" any other Person if such Person possesses, directly or
indirectly, power to vote 5% or more of the securities (on a fully diluted
basis) having ordinary voting power for the election of directors or managers or
power to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.

         Agent means the Administrative Agent or the Syndication Agent.

         Agreement - see the Preamble.

         Asset Sale means the sale, lease, assignment or other transfer for
value (each a "Disposition") by the Company or any Subsidiary to any Person
(other than the Company or any Subsidiary) of any asset or right of the Company
or such Subsidiary other than (a) the Disposition of any asset which is to be
replaced, and is in fact replaced, within 30 days with another asset performing
the same or a similar function, (b) the Disposition of inventory in the ordinary
course of business and (c) the Disposition of obsolete or unusable items of
inventory or equipment.

         Assignment Agreement - see Section 14.9.1.

         Attorney Costs means, with respect to any Person, all reasonable fees
and charges of any counsel to such Person, the reasonable allocable cost of
internal legal services of such Person, all reasonable disbursements of such
internal counsel and all court costs and similar legal expenses.

         Bank - see the Preamble. References to the "Banks" shall include (a)
LaSalle, National City, U.S. Bank National Association and Bank One, NA, (b) any
Person who becomes a party hereto pursuant to an Assignment Agreement or a
Joinder Agreement and (c) the Issuing Bank; for purposes of clarification only,
to the extent that LaSalle (or any successor Issuing Bank) may have any rights
or obligations in addition to those of the other Banks due to its status as
Issuing Bank, its status as such will be specifically referenced.

         Base Rate means at any time the greater of (a) the Federal Funds Rate
plus 0.5% and (b) the Prime Rate.

         Base Rate Loan means any Loan which bears interest at or by reference
to the Base Rate.

                                       2

<PAGE>

         Base Rate Margin - see the Pricing Schedule.

         Business Day means any day on which LaSalle is open for commercial
banking business in Chicago, Illinois and, in the case of a Business Day which
relates to a Eurodollar Loan, on which dealings are carried on in the London
interbank eurodollar market.

         Capital Lease means, with respect to any Person, any lease of (or other
agreement conveying the right to use) any real or personal property by such
Person that, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of such Person, other than the Tuscola Unit C Agreement.

         Cash Collateralize means to deliver cash collateral to the
Administrative Agent, to be held as cash collateral for outstanding Letters of
Credit, in such amounts (but not in excess of 100% of the aggregate Stated
Amounts of such Letters of Credit) and pursuant to documentation satisfactory to
the Administrative Agent. Derivatives of such term have corresponding meanings.

         Cash Equivalent Investment means, at any time, (a) any evidence of
Debt, maturing not more than one year after such time, issued or guaranteed by
the United States government or any agency thereof (or, in the case of foreign
operations, any country that is a member of the Organisation for Economic
Co-operation and Development), (b) commercial paper, maturing not more than one
year from the date of issue, or corporate demand notes, in each case rated at
least A-l by Standard & Poor's Ratings Group ("S&P") or P-l by Moody's Investors
Service, Inc. ("Moody's"), including asset-backed commercial paper, (c) any
certificate of deposit (or time deposits represented by such certificates of
deposit) or banker's acceptance, maturing not more than one year after such
time, or overnight Federal Funds transactions that are issued or sold by any
Bank or its holding company or by a commercial banking institution that is a
member of the Federal Reserve System (or, in the case of foreign operations, a
commercial banking institution organized under the laws of a country that is a
member of the Organisation for Economic Co-operation and Development) and has a
combined capital and surplus and undivided profits of not less than
$500,000,000, (d) any repurchase agreement entered into with any Bank (or other
commercial banking institution of the stature referred to in clause (c)) which
(i) is secured by a fully perfected security interest in any obligation of the
type described in any of clauses (a) through (c) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such Bank (or other commercial banking institution)
thereunder, (e) asset backed securities having a short term rating of at least
A-l by S&P or P-l by Moody's or a long term rating of at least AAA by S&P or Aaa
by Moody's, (f) money market mutual funds rated at least AAA by S&P or Aaa by
Moody's, (g) tax exempt variable rate commercial paper, tax-exempt adjustable
rate option tender bonds, and other tax-exempt bonds or notes issued by
municipalities in the United States, having a short term rating of MIG-1 or
VMIG-1 or A-1 or a long term rating of AAA by S&P or Aaa by Moody's, (h) taxable
and tax-exempt auction rate preferred stock or bonds issued with a rate reset
mechanism and a maximum term of 49 days issued by issuers who have a rating of
at least AAA by S&P or Aaa by Moody's, (i) liquidity vehicles including demand
notes and funding agreements rated at least A1 by S&P or P1 by Moody's and (j)
any other financial instrument and/or investment mechanism as agreed to in
writing by the Company, the Banks, the Administrative Agent, the Issuing Bank
and the Syndication Agent.

                                       3

<PAGE>

         CERCLA - see Section 9.22.

         Closing Date - means November 24, 2003.

         Code means the Internal Revenue Code of 1986.

         Company - see the Preamble.

         Computation Period means each period of four consecutive Fiscal
Quarters ending on the last day of a Fiscal Quarter.

         Consolidated Net Income means, with respect to the Company and its
Subsidiaries for any period, the consolidated net income (or loss) of the
Company and its Subsidiaries for such period, plus non-cash losses from sales,
exchanges and other dispositions of assets and other non-cash losses and minus
any gains from sales, exchanges and other dispositions of assets, any other
gains and any gains from discontinued operations.

         Controlled Group means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Company, are treated as a single employer under Section 414 of the Code or
Section 4001 of ERISA.

         Cumulative Net Income Available for Distribution means, as of any given
date (i) fifty percent (50%) of the consolidated net income of the Company and
its Subsidiaries for the period commencing June 30, 2003 through such date minus
(ii) the aggregate amount previously paid by the Company in excess of
$35,000,000 during each Fiscal Year ending prior to such date and during the
Fiscal Year in which such date occurs in respect of all dividends and
distributions to its shareholders and all purchases and redemptions of its
capital stock, other equity interests, warrants, options and other related
rights.

         Debt of any Person means, without duplication, (a) all indebtedness of
such Person for borrowed money, whether or not evidenced by bonds, debentures,
notes or similar instruments, (b) all obligations of such Person as lessee under
Capital Leases which have been or should be recorded as liabilities on a balance
sheet of such Person in accordance with GAAP, (c) all obligations of such Person
to pay the deferred purchase price of property or services (excluding trade
accounts payable in the ordinary course of business), (d) all indebtedness
secured by a Lien on the property of such Person, whether or not such
indebtedness shall have been assumed by such Person, (e) all obligations,
contingent or otherwise, with respect to the face amount of all letters of
credit (whether or not drawn) and banker's acceptances issued for the account of
such Person (including the Letters of Credit), (f) all Hedging Obligations of
such Person, (g) all Suretyship Liabilities of such Person and (h) all Debt of
any partnership of which such Person is a general partner.

         Designated Proceeds - see Section 6.2.2(a).

         Disposal - see the definition of "Release".

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

                                       4

<PAGE>

         Domestic Subsidiary means each Subsidiary of the Company incorporated
or organized in the United States of America or any State or territory thereof.

         EBIT means, for any period, Consolidated Net Income for such period
plus, to the extent deducted in determining such Consolidated Net Income,
Interest Expense and income tax expense. EBIT for any period in which one or
more Acquisitions permitted under Section 10.11 have been consummated shall be
calculated on a pro forma basis so as to include the effect such Acquisitions
would have had on EBIT if such Acquisitions had been consummated on the first
day of such period. Such pro forma calculation shall be made only on the basis
of historical audited or reviewed financial statements, without any adjustment,
of the Person acquired or from whom the assets which were the subject of such
Acquisition were acquired, prepared by an accounting firm of national
recognition or otherwise reasonably acceptable to the Required Banks and broken
down by fiscal quarter in a manner consistent with GAAP.

         EBITDA means, for any period, Consolidated Net Income for such period
plus, to the extent deducted in determining such Consolidated Net Income,
Interest Expense, income tax expense, depreciation and amortization for such
period. EBITDA for any period in which one or more Acquisitions permitted under
Section 10.11 have been consummated shall be calculated on a pro forma basis so
as to include the effect such Acquisitions would have had on EBITDA if such
Acquisitions had been consummated on the first day of such period. Such pro
forma calculation shall be made only on the basis of historical audited or
reviewed financial statements, without any adjustment, of the Person acquired or
from whom the assets which were the subject of such Acquisition were acquired,
prepared by an accounting firm of national recognition or otherwise reasonably
acceptable to the Required Banks and broken down by fiscal quarter in a manner
consistent with GAAP.

         Environmental Claims means all claims, however asserted, by any
governmental, regulatory or judicial authority alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment.

         Environmental Laws means all present or future federal, state or local
laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any governmental authority,
in each case relating to Environmental Matters.

         Environmental Matters means any matter arising out of or relating to
health and safety, or pollution or protection of the environment or workplace,
including any of the foregoing relating to the presence, use, production,
generation, handling, transport, treatment, storage, disposal, distribution,
discharge, release, control or cleanup of any Hazardous Substance.

         ERISA means the Employee Retirement Income Security Act of 1974.

         Eurocurrency Reserve Percentage means, with respect to any Eurodollar
Loan for any Interest Period, a percentage (expressed as a decimal) equal to the
daily average during such Interest Period of the percentage in effect on each
day of such Interest Period, as prescribed by the FRB, for determining the
aggregate maximum reserve requirements applicable to "Eurocurrency Liabilities"
pursuant to Regulation D or any other then applicable regulation of

                                       5

<PAGE>

the FRB which prescribes reserve requirements applicable to "Eurocurrency
Liabilities" as presently defined in Regulation D.

         Eurodollar Loan means any Loan which bears interest at a rate
determined by reference to the Eurodollar Rate.

         Eurodollar Margin - see the Pricing Schedule.

         Eurodollar Office means with respect to any Bank the office or offices
of such Bank which shall be making or maintaining the Eurodollar Loans of such
Bank hereunder. A Eurodollar Office of any Bank may be, at the option of such
Bank, either a domestic or foreign office.

         Eurodollar Rate means a rate of interest equal to (a) the per annum
rate of interest at which Dollar deposits in an amount comparable to the amount
of the relevant Eurodollar Loan and for a period equal to the relevant Interest
Period are offered in the London Interbank Eurodollar market at 11:00 A.M.
(London time) two (2) Business Days prior to the commencement of such Interest
Period (or three (3) Business Days prior to the commencement of such Interest
Period if banks in London, England were not open and dealing in offshore Dollars
on such second preceding Business Day), as displayed in the Bloomberg Financial
Markets system (or other authoritative source selected by the Administrative
Agent in its sole discretion), divided by (b) a number determined by subtracting
from 1.00 the then stated maximum reserve percentage for determining reserves to
be maintained by member banks of the Federal Reserve System for Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D), such rate to remain fixed for such Interest
Period, or as the LIBOR Rate is otherwise determined by the Administrative Agent
in its sole and absolute discretion. The Administrative Agent's determination of
the LIBOR Rate shall be conclusive, absent manifest error.

         Event of Default means any of the events described in Section 12.1.

         Existing Credit Agreement - see the Preamble.

         Federal Funds Rate means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor
publication, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Administrative Agent of the rates for the
last transaction in overnight Federal funds arranged prior to 9:00 A.M. (New
York City time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Administrative Agent.

         Fee Letter Agreement means the Fee Letter dated October 27, 2003
between the Company and the Administrative Agent.

         First Amendment - see the Preamble.

                                       6

<PAGE>

         First Renewal Option - see the Section 2.6.

         Fiscal Quarter means a fiscal quarter of a Fiscal Year.

         Fiscal Year means the fiscal year of the Company and its Subsidiaries,
which period shall be the 12-month period ending on September 30th of each year.
References to a Fiscal Year with a number corresponding to any calendar year
(e.g., "Fiscal Year 2003") refer to the Fiscal Year ending on September 30th of
such calendar year.

         FRB means the Board of Governors of the Federal Reserve System or any
successor thereto.

         GAAP means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

         Group - see Section 2.2.1.

         Guarantor Subsidiary means each Subsidiary of the Company which
executes a Guaranty.

         Guaranty means a guaranty substantially in the form of Exhibit C.

         Hazardous Substances - see Section 9.22.

         Hedging Agreement means any interest rate, currency or commodity swap
agreement, cap agreement or collar agreement, and any other agreement or
arrangement designed to protect a Person against fluctuations in interest rates,
currency exchange rates or commodity prices.

         Hedging Obligation means, with respect to any Person at any time, the
liability of such Person under any Hedging Agreement at such time as determined
on a mark-to-market basis.

         Increased Revolving Loan Amount Date see Section 2.7.

         Indemnified Liabilities - see Section 14.13.

         Interest Coverage Ratio means, as of the last day of any Fiscal
Quarter, the ratio of (i) EBIT for the Computation Period ending on such day to
(ii) Interest Expense for such Computation Period.

         Interest Expense means for any period the consolidated interest expense
of the Company and its Subsidiaries for such period (including all imputed
interest on Capital Leases).

         Interest Period means, as to any Eurodollar Loan, the period commencing
on the date such Loan is borrowed or continued as, or converted into, a
Eurodollar Loan and ending on the

                                       7

<PAGE>

date one, two, three or six months thereafter as selected by the Company
pursuant to Section 2.2.2 or 2.2.3, as the case may be; provided that:

                  (i)      if any Interest Period would otherwise end on a day
         that is not a Business Day, such Interest Period shall be extended to
         the following Business Day unless the result of such extension would be
         to carry such Interest Period into another calendar month, in which
         event such Interest Period shall end on the preceding Business Day;

                  (ii)     any Interest Period that begins on a day for which
         there is no numerically corresponding day in the calendar month at the
         end of such Interest Period shall end on the last Business Day of the
         calendar month at the end of such Interest Period; and

                  (iii)    the Company may not select any Interest Period for a
         Revolving Loan which would extend beyond the scheduled Termination
         Date.

         Investment means, relative to any Person, any investment in another
Person, whether by acquisition of any debt or equity security, by making any
loan or advance or by becoming obligated with respect to a Suretyship Liability
in respect of obligations of such other Person (other than travel and similar
advances to employees in the ordinary course of business).

         Issuing Bank means LaSalle in its capacity as the issuer of Letters of
Credit hereunder and its successors and assigns in such capacity.

         Joinder Agreement means an agreement substantially in the form of
Exhibit D.

         LaSalle - see the Preamble.

         L/C Application means, with respect to any request for the issuance of
a Letter of Credit, a letter of credit application in the form being used by the
Issuing Bank at the time of such request for the type of letter of credit
requested.

         LC Fee Rate - see the Pricing Schedule.

         Letter of Credit - see Section 2.1.3.

         Leverage Ratio means, as of the last day of any Fiscal Quarter, the
ratio of (a) Total Debt as of such day minus the aggregate amount of all cash on
hand and Cash Equivalent Investments of the Company and its Subsidiaries as of
such day to (b) EBITDA for the Computation Period ending on such day.

         Lien means, with respect to any Person, any interest granted by such
Person in any real or personal property, asset or other right owned or being
purchased or acquired by such Person which secures payment or performance of any
obligation and shall include any mortgage, lien, encumbrance, charge or other
security interest of any kind, whether arising by contract, as a matter of law,
by judicial process or otherwise.

         Loan Documents means this Agreement, the Notes, the Guaranty and the
L/C Applications.

                                       8

<PAGE>

         Loan Party means the Company and each Subsidiary.

         Loans means Revolving Loans, Swing Line Loans and New Revolving Loans.

         Mandatory Prepayment Event - see Section 6.2.2(a).

         Margin Stock means any "margin stock" or "margin security" as such
terms are defined in Regulations U and X of the FRB.

         Master Letter of Credit Agreement means the Master Letter of Credit
Agreement dated March 1, 2002 made by the Company in favor of the Issuing Bank.

         Material Adverse Effect means (a) a material adverse change in, or a
material adverse effect upon, the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole, (b) a material impairment of the ability of the Company or any Subsidiary
to perform any of its obligations under any Loan Document or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Company or any Subsidiary of any Loan Document.

         Mortgage Debt means Debt secured by Mortgage Liens.

         Mortgage Liens means Liens granted by the Company or any Subsidiary
which attach solely to real estate and the improvements thereon.

         Multiemployer Pension Plan means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Company or any member of the
Controlled Group may have any liability.

         National City - see the Preamble.

         Net Cash Proceeds means:

                  (a)      with respect to any Asset Sale the aggregate cash
         proceeds (including cash proceeds received by way of deferred payment
         of principal pursuant to a note, installment receivable or otherwise,
         but only as and when received) received by the Company or any
         Subsidiary pursuant to such Asset Sale net of (i) the direct costs
         relating to such sale, transfer or other disposition (including sales
         commissions and legal, accounting and investment banking fees), (ii)
         taxes paid or reasonably estimated by the Company to be payable as a
         result thereof (after taking into account any available tax credits or
         deductions and any tax sharing arrangements) and (iii) amounts required
         to be applied to the repayment of any Debt secured by a Lien on the
         asset subject to such Asset Sale (other than the Loans); and

                  (b)      with respect to any issuance of Debt, the aggregate
         cash proceeds received by the Company or any Subsidiary pursuant to
         such issuance, net of the direct costs of such issuance (including
         up-front fees, placement fees, sales commissions and legal, accounting
         and investment banking fees).

                                       9

<PAGE>

         Net Worth means at any date the consolidated net worth of the Company
and its Subsidiaries as of such date as determined in accordance with GAAP.

         New Bank means any Person who provides a New Revolving Loan Commitment
pursuant to Section 2.7.

         New Revolving Loan - see Section 2.7.

         New Revolving Loan Commitment - see Section 2.7.

         Non-Use Fee Rate - see the Pricing Schedule.

         Note - means a Revolving Note or a Swing Line Note.

         Operating Lease means any lease of (or other agreement conveying the
right to use) any real or personal property by the Company or any Subsidiary, as
lessee, other than any Capital Lease.

         Original Credit Agreement - see the Preamble.

         PBGC means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         Pension Plan means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Pension Plan), and to which the Company or any member of the Controlled Group
may have any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

         Person means any natural person, corporation, partnership, trust,
limited liability company, association, governmental authority or unit, or any
other entity, whether acting in an individual, fiduciary or other capacity.

         Pro Rata Share means, with respect to any Bank, the percentage
specified opposite such Bank's name on Schedule 2.1 hereto, as adjusted from
time to time in accordance with the terms hereof.

         Pricing Schedule - the Pricing Schedule attached hereto.

         Prime Rate means, for any day, the rate of interest in effect for such
day as publicly announced from time to time by LaSalle as its prime rate
(whether or not such rate is actually charged by LaSalle). Any change in the
Prime Rate announced by LaSalle shall take effect at the opening of business on
the day specified in the public announcement of such change.

         RCRA - see Section 9.22.

         Refunded Swing Line Loan - see Section 2.2.4.

                                       10

<PAGE>

         Regulation D means Regulation D of the FRB.

         Regulation T means Regulation T of the FRB.

         Regulation U means Regulation U of the FRB.

         Regulation X means Regulation X of the FRB.

         Release has the meaning specified in CERCLA and the term "Disposal" (or
"Disposed") has the meaning specified in RCRA; provided that in the event either
CERCLA or RCRA is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply as of the effective date of such
amendment; and provided, further, that to the extent that the laws of a state
wherein any affected property lies establish a meaning for "Release" or
"Disposal" which is broader than is specified in either CERCLA or RCRA, such
broader meaning shall apply.

         Renewal Options - see Section 2.6.

         Replacement Bank means any bank which is acceptable to the
Administrative Agent and the Issuing Bank in their reasonable discretion.

         Required Banks means (a) all Banks, if there are two or fewer Banks and
(b) if there are more than two Banks, a majority in number of the Banks having
Pro Rata Shares aggregating 51% or more.

         Revolving Loan - see Section 2.1.1.

         Revolving Loan Commitment means (a) the commitment of a Bank to make or
otherwise fund a Revolving Loan and (b) the commitment of a New Bank to make or
otherwise fund any New Revolving Loan, and, in each case, to acquire
participations in Letters of Credit and Swing Line Loans hereunder and
"Revolving Loan Commitments" means such commitments of all Banks and New Banks
in the aggregate. The amount of each Bank's Revolving Loan Commitment is set
forth on Schedule 2.1 or in the applicable Assignment Agreement or Joinder
Agreement, subject to any adjustment or reduction pursuant to the terms and
conditions hereof. The aggregate amount of the Revolving Loan Commitments as of
the Closing Date is $50,000,000.

         Revolving Note - see Section 3.1.

         Revolving Outstandings means, at any time, the sum of (a) the aggregate
principal amount of all outstanding Revolving Loans (other than Revolving Loans
made for the purpose of repaying any Refunded Swing Line Loans, but not yet so
applied, or reimbursing the Issuing Bank for any amount drawn under any Letter
of Credit, but not yet so applied), plus (b) the aggregate principal amount of
all outstanding Swing Line Loans and (c) the Stated Amount of all Letters of
Credit.

         Scheduled Termination Date means November 24, 2006, subject to
extension pursuant to Section 2.6.

                                       11

<PAGE>

         SEC means the Securities and Exchange Commission or any other
governmental authority succeeding to any of the principal functions thereof.

         Second Amendment - see the Preamble.

         Second Renewal Option - see Section 2.6.

         Securities Laws - see Section 9.20.

         Stated Amount means, with respect to any Letter of Credit at any date
of determination, (a) the maximum aggregate amount available for drawing
thereunder under any and all circumstances plus (b) the aggregate amount of all
unreimbursed payments and disbursements under such Letter of Credit.

         Subsidiary means, with respect to any Person, a corporation,
partnership, limited liability company or other entity of which such Person
and/or its other Subsidiaries own, directly or indirectly, such number of
outstanding shares or other ownership interests as have more than 50% of the
ordinary voting power for the election of directors or other managers of such
corporation, partnership, limited liability company or other entity. Unless the
context otherwise requires, each reference to Subsidiaries herein shall be a
reference to Subsidiaries of the Company.

         Suretyship Liability means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to or otherwise to invest in a
debtor, or otherwise to assure a creditor against loss) any indebtedness,
obligation or other liability of any other Person (other than by endorsements of
instruments in the course of collection), or guarantees the payment of dividends
or other distributions upon the shares of any other Person. The amount of any
Person's obligation in respect of any Suretyship Liability at any time shall
(subject to any limitation set forth therein) be deemed to be the maximum amount
of the debt, obligation or other liability supported thereby, or, in the case of
contingent or unliquidated indemnification obligations, the amount which has
been, or, in accordance with GAAP should be, recorded as a liability on or
reserved for in such Person's balance sheet at such time. Notwithstanding
anything in this definition to the contrary, the term "Suretyship Liability"
shall not include any amount paid or payable by the Company or any Subsidiary
(a) to or for the benefit of any officer, director or employee of the Company or
any Subsidiary or (b) to any customer, supplier, vendor or other Person arising
in the ordinary course of the Company's or such Subsidiary's business and
consistent with its prior practices.

         Swing Line Bank means LaSalle in its role as Swing Line Bank hereunder
and any successor thereto in such capacity.

         Swing Line Loan means a Loan made by the Swing Line Bank to the Company
pursuant to Section 2.1.2.

         Swing Line Note - see Section 3.1.

                                       12

<PAGE>

         Swing Line Sublimit means the lesser of (a) $5,000,000 and (b) the
aggregate unused amount of the Revolving Loan Commitments then in effect.

         Syndication Agent means National City in its role as syndication agent
for the Banks hereunder and any successor thereto in such capacity.

         Termination Date means the earlier to occur of (a) the Scheduled
Termination Date or (b) such other date on which the Revolving Loan Commitments
terminate pursuant to Sections 6 or 12.

         Total Debt means all Debt of the Company and its Subsidiaries,
determined on a consolidated basis, excluding (a) contingent or unliquidated
obligations in respect of Suretyship Liabilities (except to the extent (i) the
amount thereof has been, or in accordance with GAAP should be, recorded as a
liability on or reserved for in the Company's consolidated balance sheet at such
time and the validity thereof is not being contested by the Company, such
Subsidiary or the party in interest in good faith by appropriate proceedings
diligently conducted or (ii) constituting Suretyship Liabilities in respect of
Debt of a Person other than the Company or any Subsidiary), (b) Hedging
Obligations, and (c) Debt of the Company to Subsidiaries and Debt of
Subsidiaries to the Company or to other Subsidiaries.

         Tuscola Unit C Agreement means the agreement executed on December 12,
2001 between the Company and Cabot Corporation whereby Cabot Corporation has
constructed, owns, and operates and maintains a commercial production unit at
its production facilities in Tuscola, Illinois for the primary purpose of
producing fumed alumina to be sold by Cabot Corporation to the Company and
purchased by the Company from Cabot Corporation subject to the terms of such
agreement.

         Type of Loan or Borrowing - see Section 2.2.1. The types of Loans or
borrowings under this Agreement are as follows: Base Rate Loans or borrowings
and Eurodollar Loans or borrowings.

         Unmatured Event of Default means any event that, if it continues
uncured, will, with lapse of time or notice or both, constitute an Event of
Default.

         Wholly-Owned Subsidiary means, as to any Person, another Person all of
the shares of capital stock or other ownership interests of which (except
directors' qualifying shares) are at the time directly or indirectly owned by
such Person and/or another Wholly-Owned Subsidiary of such Person.

         1.2      Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

                  (b)      Section, Schedule and Exhibit references are to this
         Agreement unless otherwise specified.

                  (c)      The term "including" is not limiting and means
         "including without limitation."

                                       13

<PAGE>

                  (d)      In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including"; the words "to" and "until" each mean "to but
         excluding", and the word "through" means "to and including."

                  (e)      Unless otherwise expressly provided herein, (i)
         references to agreements (including this Agreement) and other
         contractual instruments shall be deemed to include all subsequent
         amendments and other modifications thereto, but only to the extent such
         amendments and other modifications are not prohibited by the terms of
         any Loan Document, and (ii) references to any statute or regulation
         shall be construed as including all statutory and regulatory provisions
         amending, replacing, supplementing or interpreting such statute or
         regulation.

                  (f)      This Agreement and the other Loan Documents may use
         several different limitations, tests or measurements to regulate the
         same or similar matters. All such limitations, tests and measurements
         are cumulative and each shall be performed in accordance with its
         terms.

                  (g)      This Agreement and the other Loan Documents are the
         result of negotiations among and have been reviewed by counsel to the
         Agents, the Company, the Banks and the other parties thereto and are
         the work product of all parties. Accordingly, they shall not be
         construed against the Agents or the Banks merely because of the Agents'
         or Banks' involvement in their preparation.

                                    SECTION 2
                      COMMITMENTS OF THE BANKS; BORROWING,
                   CONVERSION AND LETTER OF CREDIT PROCEDURES

         2.1      Commitments. On and subject to the terms and conditions of
this Agreement, each of the Banks, severally and for itself alone, agrees to
make Loans to, and to issue or participate in letters of credit for the account
of, the Company as follows:

                  2.1.1    Revolving Loan Commitment. Each Bank will make loans
on a revolving basis ("Revolving Loans") from time to time until the Termination
Date in such Bank's Pro Rata Share of such aggregate amounts as the Company may
request from all Banks; provided that the Revolving Outstandings will not at any
time exceed the Revolving Loan Commitments.

                  2.1.2    Swing Line Loan Commitment. From time to time until
the Termination Date, the Swing Line Bank will make Swing Line Loans 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 (and after giving
effect to the application of the proceeds thereof), in no event shall the
Revolving Outstandings exceed the Revolving Loan Commitments.

                  2.1.3    L/C Commitment. (a) The Issuing Bank will issue
letters of credit, in each case containing such terms and conditions as are
permitted by this Agreement and are reasonably satisfactory to the Issuing Bank
(each a "Letter of Credit"), at the request of and for the account of the
Company from time to time before the date which is 30 days prior to the
Termination Date and (b) as more fully set forth in Section 2.3.2, each Bank
agrees to purchase a participation in

                                       14

<PAGE>

each such Letter of Credit; provided that, after giving effect to such request,
(i) the aggregate Stated Amount of all Letters of Credits shall not at any time
exceed $10,000,000 and (ii) the Revolving Outstandings will not at any time
exceed the Revolving Loan Commitments.

         2.2      Loan Procedures.

                  2.2.1    Various Types of Loans. Each Revolving Loan shall be
divided into tranches which are, either a Base Rate Loan or a Eurodollar Loan
(each a "type" of Loan), as the Company shall specify in the related notice of
borrowing or conversion pursuant to Section 2.2.2 or 2.2.3. Eurodollar Loans
having the same Interest Period are sometimes called a "Group" or collectively
"Groups". Base Rate Loans and Eurodollar Loans may be outstanding at the same
time, provided that not more than ten (10) different Groups of Eurodollar Loans
shall be outstanding at any one time. All borrowings, conversions and repayments
of Revolving Loans shall be effected so that each Bank will have a pro rata
share (according to its Pro Rata Share) of all types and Groups of Revolving
Loans. Each Swing Line Loan shall be a Base Rate Loan.

                  2.2.2    Revolving Loan Borrowing Procedures.

                  The Company shall give written notice or telephonic notice
(followed immediately by written confirmation thereof) to the Administrative
Agent of each proposed borrowing of a Revolving Loan not later than (a) in the
case of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of
such borrowing, and (b) in the case of a Eurodollar borrowing, 11:00 A.M.,
Chicago time, at least three Business Days prior to the proposed date of such
borrowing. Each such notice shall be effective upon receipt by the
Administrative Agent, shall be irrevocable, and shall specify the date, amount
and type of borrowing and, in the case of a Eurodollar borrowing, the initial
Interest Period therefor. Promptly upon receipt of such notice, the
Administrative Agent shall advise each Bank thereof. Not later than 1:00 P.M.,
Chicago time, on the date of a proposed borrowing, each Bank shall provide the
Administrative Agent at the office specified by the Administrative Agent with
immediately available funds covering such Bank's Pro Rata Share of such
borrowing and, so long as the Administrative Agent has not received written
notice that the conditions precedent set forth in Section 11 with respect to
such borrowing have not been satisfied, the Administrative Agent shall pay over
the funds received by the Administrative Agent to the Company on the requested
borrowing date. Each borrowing shall be on a Business Day. Each Base Rate
borrowing shall be in an aggregate amount of at least $100,000 and an integral
multiple of $10,000, and each Eurodollar borrowing shall be in an aggregate
amount of at least $1,000,000 and an integral multiple of at least $500,000.

                  Unless the Administrative Agent receives notice from a Bank by
noon, Chicago time, on the day of a proposed borrowing that such Bank will not
make available to the Administrative Agent an amount equal to its Pro Rata Share
of such borrowing, the Administrative Agent may assume that such Bank has made
such amount available to the Administrative Agent and, in reliance upon such
assumption, may make a corresponding amount available to the Company. If and to
the extent such Bank has not made such amount available to the Administrative
Agent, such Bank and the Company jointly and severally agree to repay such
amount to the Administrative Agent forthwith upon demand, together with interest
thereon at the interest rate applicable to Loans comprising such borrowing (but
without any amount which may

                                       15

<PAGE>

become due under Section 8.4 as a result of such repayment) or, in the case of
any Bank which repays such amount within three Business Days, the Federal Funds
Rate. Nothing set forth in this clause (b) shall relieve any Bank of any
obligation it may have to make any Loan hereunder.

                  2.2.3    Conversion and Continuation Procedures. (a) Subject
to Section 2.2.1, the Company may, upon irrevocable written notice to the
Administrative Agent in accordance with clause (b) below:

                           (i)      elect, as of any Business Day, to convert
                  any Revolving Loans (or any part thereof in an aggregate
                  amount not less than $1,000,000 or a higher integral multiple
                  of $500,000) into Loans of the other type; or

                           (ii)     elect, as of the last day of the applicable
                  Interest Period, to continue any Eurodollar Loans having
                  Interest Periods expiring on such day (or any part thereof in
                  an aggregate amount not less than $1,000,000 or a higher
                  integral multiple of $500,000) for a new Interest Period;

provided that after giving effect to any prepayment, conversion or continuation,
the aggregate principal amount of each Group of Eurodollar Loans shall be at
least $1,000,000 and an integral multiple of $500,000.

                  (b)      The Company shall give written or telephonic
         (followed immediately by written confirmation thereof) notice to the
         Administrative Agent of each proposed conversion or continuation not
         later than (i) in the case of conversion into Base Rate Loans, 11:00
         A.M., Chicago time, on the proposed date of such conversion and (ii) in
         the case of conversion into or continuation of Eurodollar Loans, 11:00
         A.M., Chicago time, at least three Business Days prior to the proposed
         date of such conversion or continuation, specifying in each case:

                           (A)      the proposed date of conversion or
                                    continuation;

                           (B)      the aggregate amount of Revolving Loans to
                                    be converted or continued;

                           (C)      the type of Revolving Loans resulting from
                                    the proposed conversion or continuation; and

                           (D)      in the case of conversion into, or
                                    continuation of, Eurodollar Loans, the
                                    duration of the requested Interest Period
                                    therefor.

                  (c)      If upon the expiration of any Interest Period
         applicable to Eurodollar Loans, the Company has failed to select timely
         a new Interest Period to be applicable to such Eurodollar Loans, the
         Company shall be deemed to have elected to convert such Eurodollar
         Loans into Base Rate Loans effective on the last day of such Interest
         Period.

                  (d)      The Administrative Agent will promptly notify each
         Bank of its receipt of a notice of conversion or continuation pursuant
         to this Section 2.2.3 or, if no timely notice is provided by the
         Company, of the details of any automatic conversion.

                                       16

<PAGE>

                  (e)      Any conversion of a Eurodollar Loan on a day other
         than the last day of an Interest Period therefor shall be subject to
         Section 8.4.

                  2.2.4    Swing Line Loan Borrowing Procedures.

                  (a)      The Company shall give written notice or telephonic
notice (followed immediately by written confirmation thereof) to the
Administrative Agent of each proposed borrowing of a Swing Line Loan not later
than 11:00 A.M., Chicago time, on the proposed date of such borrowing. Each such
notice shall be effective upon receipt by the Administrative Agent, shall be
irrevocable, and shall specify the date and amount of borrowing. Promptly upon
receipt of such notice, the Administrative Agent shall advise the Swing Line
Bank thereof. Not later than 1:00 P.M., Chicago time, on the date of the
proposed borrowing, the Swing Line Bank shall provide the Administrative Agent
at the office specified by the Administrative Agent with immediately available
funds covering such borrowing and, so long as the Administrative Agent has not
received written notice that the conditions precedent set forth in Section 11
with respect to such borrowing have not been satisfied, the Administrative Agent
shall pay over the funds received by the Administrative Agent to the Company on
the requested borrowing date. Each borrowing shall be on a Business Day. Each
Swing Line Loan shall be in an aggregate amount of at least $50,000 and an
integral multiple of $10,000.

                  (b)      With respect to any Swing Line Loans that have not
been voluntarily prepaid by the Company pursuant to Section 6.2.1, the Swing
Line Bank may at any time in its sole and absolute discretion, deliver to
Administrative Agent (with a copy to the Company), no later than 11:00 a.m.,
Chicago time, at least one (1) Business Day in advance of the proposed borrowing
date, a notice (which shall be deemed to be a notice given by the Company)
requesting that each Bank make Revolving Loans that are Base Rate Loans to the
Company on such borrowing 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 the Swing Line Bank requests the Banks to repay. Anything
contained in this Agreement to the contrary notwithstanding, (a) the proceeds of
such Revolving Loans made by the Banks other than the Swing Line Bank shall be
immediately delivered by the Administrative Agent to the Swing Line Bank (and
not to the Company) and applied to repay a corresponding portion of the Refunded
Swing Line Loans and (b) on the day such Revolving Loans are made, the Swing
Line Bank'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 the Swing Line Bank to the
Company, 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 the Swing Line Bank but shall instead constitute part of the
Swing Line Bank's outstanding amounts under the Revolving Loans to the Company
and shall be due under the Revolving Loan Note issued by the Company to the
Swing Line Bank. The Company hereby authorizes the Administrative Agent and the
Swing Line Bank to charge the Company's accounts with the Administrative Agent
and the Swing Line Bank (up to the amount available in each such account) in
order to immediately pay the Swing Line Bank the amount of the Refunded Swing
Line Loans to the extent of the proceeds of such Revolving Loans made by the
Banks, including the Revolving Loans deemed to be made by the Swing Line Bank,
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 the Swing Line Bank
should be recovered by or on behalf of the Company from the Swing Line Bank in
bankruptcy, by assignment for the benefit

                                       17

<PAGE>

of creditors or otherwise, the loss of the amount so recovered shall be ratably
shared among all Lenders in the manner contemplated by Section 7.5.

                  (c)      If for any reason Revolving Loans are not made
pursuant to paragraph (b) in an amount sufficient to repay any amounts owed to
the Swing Line Bank in respect of any outstanding Swing Line Loans on or before
the third Business Day after demand for payment thereof by the Swing Line Bank,
each Bank 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 (1) Business Day's notice from the Swing Line Bank,
each Bank shall deliver to the Swing Line Bank an amount equal to its respective
participation in the applicable unpaid amount in same day funds. In order to
evidence such participation each Bank agrees to enter into a participation
agreement at the request of the Swing Line Bank in form and substance reasonably
satisfactory to the Swing Line Bank. In the event any Bank fails to make
available to the Swing Line Bank the amount of such Bank's participation as
provided in this paragraph, the Swing Line Bank shall be entitled to recover
such amount on demand from such Bank together with interest thereon for three
(3) Business Days at the rate customarily used by the Swing Line Bank for the
correction of errors among banks and thereafter at the Base Rate, as applicable.

                  (d)      Notwithstanding anything contained herein to the
contrary, (i) each Bank's obligation to make Revolving Loans for the purpose of
repaying any Refunded Swing Line Loans pursuant to paragraph (b) and each Bank's
obligation to purchase a participation in any unpaid Swing Line Loans pursuant
to paragraph (c) 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 that such Bank may have against the Swing
Line Bank, the Company or any other Person for any reason whatsoever; (B) the
occurrence or continuation of an Unmatured Event of Default or Event of Default;
(C) any adverse change in the business, operations, properties, assets,
condition (financial or otherwise) or prospects of the Company; (D) any breach
of this Agreement by any party hereto; or (E) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing; provided
that such obligations of each Bank are subject to the condition that the Swing
Line Bank believed in good faith that all conditions under Section 11.2 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 Required Banks prior to or at the time such Refunded
Swing Line Loans or other unpaid Swing Line Loans were made; and (ii) the Swing
Line Bank 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 an
Unmatured Event of Default or Event of Default or (B) at a time when a Bank is
in default of its obligations hereunder exists unless the Swing Line Bank has
entered into arrangements satisfactory to it and the Company to eliminate the
Swing Line Bank's risk with respect to such defaulting Bank's participation in
such Swing Line Loan, including by cash collateralizing such defaulting Bank's
Pro Rata Share of the outstanding Swing Line Loans.

                                       18

<PAGE>

         2.3      Letter of Credit Procedures.

                  2.3.1    L/C Applications. The Company has executed and
delivered to the Issuing Bank the Master Letter of Credit Agreement. The Company
shall give notice to the Administrative Agent and the Issuing Bank of the
proposed issuance of each Letter of Credit on a Business Day which is at least
three Business Days (or such lesser number of days as the Administrative Agent
and the Issuing Bank shall agree in any particular instance in their sole
discretion) prior to the proposed date of issuance of such Letter of Credit.
Each such notice shall be accompanied by an L/C Application, duly executed by
the Company and in all respects satisfactory to the Administrative Agent and the
Issuing Bank, together with such other documentation as the Administrative Agent
or the Issuing Bank may request in support thereof, it being understood that
each L/C Application shall specify, among other things, the date on which the
proposed Letter of Credit is to be issued, the expiration date of such Letter of
Credit (which shall not be later than the earlier to occur of (x) one year after
the date of issuance thereof and (y) if such Letter of Credit is not Cash
Collateralized, twenty-five days prior to the Scheduled Termination Date,
provided that any Letter of Credit having an expiration date of one year after
the date of issuance may provide for renewal thereof for additional one-year
periods, but in no event shall any renewal extend beyond the date which is
twenty-five days prior to the Scheduled Termination Date unless such Letter of
Credit is Cash Collateralized). So long as the Issuing Bank has not received
written notice that the conditions precedent set forth in Section 11 with
respect to the issuance of such Letter of Credit have not been satisfied, the
Issuing Bank shall issue such Letter of Credit on the requested issuance date.
The Issuing Bank shall promptly advise the Administrative Agent of the issuance
of each Letter of Credit and of any amendment thereto, extension thereof or
event or circumstance changing the amount available for drawing thereunder. In
the event of any inconsistency between the terms of the Master Letter of Credit
Agreement, any L/C Application and the terms of this Agreement, the terms of
this Agreement shall control.

                  2.3.2    Participations in Letters of Credit. Concurrently
with the issuance of each Letter of Credit, the Issuing Bank shall be deemed to
have sold and transferred to each other Bank, and each other Bank shall be
deemed irrevocably and unconditionally to have purchased and received from the
Issuing Bank, without recourse or warranty, an undivided interest and
participation, to the extent of such other Bank's Pro Rata Share, in such Letter
of Credit and the Company's reimbursement obligations with respect thereto. For
the purposes of this Agreement, the unparticipated portion of each Letter of
Credit shall be deemed to be the Issuing Bank's "participation" therein. The
Issuing Bank hereby agrees, upon request of the Administrative Agent or any
Bank, to deliver to the Administrative Agent or such Bank a list of all
outstanding Letters of Credit issued by the Issuing Bank, together with such
information related thereto as the Administrative Agent or such Bank may
reasonably request.

                  2.3.3    Reimbursement Obligations. The Company hereby
unconditionally and irrevocably agrees to reimburse the Issuing Bank for each
payment or disbursement made by the Issuing Bank under any Letter of Credit
honoring any demand for payment made by the beneficiary thereunder, in each case
on the date that such payment or disbursement is made. Any amount not reimbursed
on the date of such payment or disbursement shall bear interest from the date of
such payment or disbursement to the date that the Issuing Bank is reimbursed by
the Company therefor, payable on demand, at a rate per annum equal to the Base
Rate from time to

                                       19

<PAGE>

time in effect plus the Base Rate Margin from time to time in effect plus,
beginning on the third Business Day after receipt of notice from the Issuing
Bank of such payment or disbursement, 2%. The Issuing Bank shall notify the
Company and the Administrative Agent whenever any demand for payment is made
under any Letter of Credit by the beneficiary thereunder; provided that the
failure of the Issuing Bank to so notify the Company shall not affect the rights
of the Issuing Bank or the Banks in any manner whatsoever.

                  2.3.4    Limitation on Obligations of Issuing Bank. In
determining whether to pay under any Letter of Credit, the Issuing Bank shall
not have any obligation to the Company or any Bank other than to confirm that
any documents required to be delivered under such Letter of Credit appear to
have been delivered and substantially comply on their face with the requirements
of such Letter of Credit. Any action taken or omitted to be taken by the Issuing
Bank under or in connection with any Letter of Credit, if taken or omitted in
the absence of gross negligence and willful misconduct, shall not impose upon
the Issuing Bank any liability to the Company or any Bank and shall not reduce
or impair the Company's reimbursement obligations set forth in Section 2.3.3 or
the obligations of the Banks pursuant to Section 2.3.5.

                  2.3.5    Funding by Banks to Issuing Bank. If the Issuing Bank
makes any payment or disbursement under any Letter of Credit and the Company has
not reimbursed the Issuing Bank in full for such payment or disbursement by
11:00 A.M., Chicago time, on the date of such payment or disbursement, or if any
reimbursement received by the Issuing Bank from the Company is or must be
returned or rescinded upon or during any bankruptcy or reorganization of the
Company or otherwise, each other Bank shall be obligated to pay to the
Administrative Agent for the account of the Issuing Bank, in full or partial
payment of the purchase price of its participation in such Letter of Credit, its
Pro Rata Share of such payment or disbursement (but no such payment shall
diminish the obligations of the Company under Section 2.3.3), and, upon notice
from the Issuing Bank, the Administrative Agent shall promptly notify each other
Bank thereof. Each other Bank irrevocably and unconditionally agrees to so pay
to the Administrative Agent in immediately available funds for the Issuing
Bank's account the amount of such other Bank's Pro Rata Share of such payment or
disbursement. If and to the extent any Bank shall not have made such amount
available to the Administrative Agent by 2:00 P.M., Chicago time, on the
Business Day on which such Bank receives notice from the Administrative Agent of
such payment or disbursement (it being understood that any such notice received
after noon, Chicago time, on any Business Day shall be deemed to have been
received on the next following Business Day), such Bank agrees to pay interest
on such amount to the Administrative Agent for the Issuing Bank's account
forthwith on demand, for each day from the date such amount was to have been
delivered to the Administrative Agent to the date such amount is paid, at a rate
per annum equal to (a) for the first three days after demand, the Federal Funds
Rate from time to time in effect and (b) thereafter, the Base Rate from time to
time in effect. Any Bank's failure to make available to the Administrative Agent
its Pro Rata Share of any such payment or disbursement shall not relieve any
other Bank of its obligation hereunder to make available to the Administrative
Agent such other Bank's Pro Rata Share of such payment, but no Bank shall be
responsible for the failure of any other Bank to make available to the
Administrative Agent such other Bank's Pro Rata Share of any such payment or
disbursement.

         2.4      Commitments Several. The failure of any Bank to make a
requested Loan on any date shall not relieve any other Bank of its obligation
(if any) to make a Loan on such date, but

                                       20

<PAGE>

no Bank shall be responsible for the failure of any other Bank to make any Loan
to be made by such other Bank.

         2.5      Certain Conditions. Notwithstanding any other provision of
this Agreement, no Bank shall have an obligation to make any Loan, or to permit
the continuation of or any conversion into any Eurodollar Loan, and the Issuing
Bank shall not have any obligation to issue any Letter of Credit, if an Event of
Default or Unmatured Event of Default exists.

         2.6      Renewal Options.

         (a)      Subject to the terms and conditions of this Section 2.6,
provided no Unmatured Event of Default or Event of Default then exists and with
the prior written consent of the Banks (which consent shall not be unreasonably
withheld or delayed and shall not include any requirement of payment of any fee
solely on account of the exercise of such Renewal Option if no other term or
provision of this Agreement or the other Loan Documents is being amended) (i)
prior to the second anniversary of the Closing Date the Company may elect to
extend the Scheduled Termination Date from November 24, 2006 to November 24,
2007 (the "First Renewal Option") and (ii) if the Company has properly exercised
the First Renewal Option and the Banks have consented to the extension of the
Scheduled Termination Date from November 24, 2006 to November 24, 2007, prior to
the third anniversary of the Closing Date the Company may elect to extend
further the Scheduled Termination Date from November 24, 2007 to November 24,
2008 (the "Second Renewal Option" and, together with the First Renewal Option,
the "Renewal Options"). The Company may exercise a Renewal Option solely by
delivering to the Administrative Agent not more than 120 days nor less than 60
days prior to the second anniversary of the Closing Date (in the case of the
First Renewal Option) or the third anniversary of the Closing Date (in the case
of the Second Renewal Option) written notice of its election to exercise such
Renewal Option. Each such notice shall be effective upon receipt by the
Administrative Agent and shall be irrevocable. Promptly upon receipt of such
notice, the Administrative Agent shall advise the Banks thereof. Each Bank shall
deliver to the Administrative Agent either its written consent or written
refusal to the applicable extension not later than the date (the "Determination
Date") which is 30 days prior to the second anniversary of the Closing Date (in
the case of the exercise by the Company of the First Renewal Option) or the
third anniversary of the Closing Date (in the case of the exercise by the
Company of the Second Renewal Option. Any Bank which fails to deliver such
written consent to the Administrative Agent not later than the applicable
Determination Date shall be deemed for all purposes irrevocably to have
consented to the applicable extension. Under no circumstances shall any Bank be
liable to or under any obligation to the Company for the failure of any other
Bank to consent to the applicable extension, and in no event shall the Scheduled
Termination Date be extended unless all Banks consent to such extension.

         (b)      If any Bank other than LaSalle delivers to the Administrative
Agent its written refusal to any applicable extension as described in the
preceding paragraph (a), then, if no Event of Default has occurred and is
continuing, the Company may designate a Replacement Bank to purchase the Loans
of such Bank and such Bank's rights hereunder, without recourse to or warranty
by, or expense to, such Bank, for a purchase price equal to the outstanding
principal amount of the Loans payable to such Bank plus any accrued but unpaid
interest on such Loans and all accrued but unpaid fees owed to such Bank and any
other amounts payable to such Bank

                                       21

<PAGE>

under this Agreement (excluding, however, in the event the aggregate Pro Rata
Shares of the Banks being replaced are less than 25%, all amounts, if any, which
otherwise would be payable to such Bank pursuant to Section 8.4 hereof), and to
assume all the obligations of such Bank hereunder, and, upon such purchase and
assumption (pursuant to an Assignment Agreement), such Bank shall no longer be a
party hereto or have any rights hereunder (other than rights with respect to
indemnities and similar rights applicable to such Bank prior to the date of such
purchase and assumption) and shall be relieved from all obligations to the
Company hereunder, and the Replacement Bank shall succeed to the rights and
obligations of such Bank hereunder.

         2.7      New Revolving Loans.

         (a)      Subject to the terms and conditions of this Section 2.7, at
any time and from time to time but prior to the Termination Date, by written
notice to the Administrative Agent, the Company may elect to request an increase
in the aggregate amount of the existing Revolving Loan Commitments (any such
increase, the "New Revolving Loan Commitments") by an amount not in excess of
$30,000,000 in the aggregate and not less than $5,000,000 individually (or such
lesser amount which shall be approved by the Administrative Agent or such lesser
amount that shall constitute the difference between $30,000,000 and all such New
Revolving Loan Commitments obtained prior to such date) and integral multiples
of $1,000,000 in excess of that amount. Each such notice shall specify (i) the
date (each, an "Increased Revolving Loan Amount Date") on which the Company
proposes that the New Revolving Loan Commitments shall be effective, which shall
be a date not less than ten (10) Business Days after the date on which such
notice is delivered to the Administrative Agent and (ii) the identity of each
New Bank to whom the Company proposes any portion of such New Revolving Loan
Commitments, as applicable, be allocated and the amounts of such allocations;
provided that any Bank approached to provide all or a portion of the New
Revolving Loan Commitments may elect or decline, in its sole discretion, to
provide a New Revolving Loan Commitment and further provided that the Company
first shall offer the New Revolving Loan Commitments to the existing Banks and
the Company shall accept any New Revolving Loan Commitment which any such Bank
elects to provide. In the event of any oversubscription for New Revolving Loan
Commitments the Administrative Agent shall determine the final allocation
amounts. Such New Revolving Loan Commitments shall become effective as of such
Increased Revolving Loan Amount Date; provided that (1) no Default or Event of
Default shall exist on such Increased Revolving Loan Amount Date before or after
giving effect to such New Revolving Loan Commitments; (2) the New Revolving Loan
Commitments shall be effected pursuant to one or more Joinder Agreements
executed and delivered by the Company, the New Banks and the Administrative
Agent and shall be subject to the requirements set forth in Section 7.6; (3) the
Company shall, if applicable, make any payments required pursuant to Sections
8.4 and 5.3 in connection with the New Revolving Loan Commitments; and (4) the
Company shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by the Administrative Agent in connection with
any such transaction. No arrangement fee shall be charged by the Administrative
Agent for its own account in connection with the New Revolving Loan Commitments.

         (b)      Effective upon any Increased Revolving Loan Amount Date, (i)
each New Revolving Loan Commitment shall be deemed for all purposes a Revolving
Loan Commitment and each Loan made thereunder (a "New Revolving Loan") shall be
deemed, for all purposes, a

                                       22

<PAGE>

Revolving Loan, and (ii) each New Bank shall become a Bank with respect to the
New Revolving Loan Commitment and all matters relating thereto. In addition, any
Revolving Loans made on or after any Increased Revolving Loan Amount Date shall
be made pro rata based on the Revolving Loan Commitments in effect on and after
such Increased Revolving Loan Amount Date (which shall reflect the New Revolving
Loan Commitments), and continuations of Eurodollar Rate Loans outstanding on
such Increased Revolving Loan Amount Date shall be effected by repayment of such
Eurodollar Loans on the last day of the Interest Period applicable thereto and
the making of new Eurodollar Loans pro rata based on the Revolving Loan
Commitments in effect on and after such Increased Revolving Loan Amount Date
(which shall reflect the New Revolving Loan Commitments). In the event that on
any Increased Revolving Loan Amount Date there are a sufficient amount of unpaid
Base Rate Loans, then the Company shall make prepayments thereof and new
borrowings of Base Rate Loans so that, after giving effect thereto, the Base
Rate Loans outstanding on such Increased Revolving Loan Amount Date are held pro
rata based on the Revolving Loan Commitments in effect on such Increased
Revolving Loan Amount Date. In the event that on any such Increased Revolving
Loan Amount Date there are any Eurodollar Loans outstanding, such Eurodollar
Loans shall remain outstanding with respect to the holders thereof until the
expiration of their respective Interest Periods (unless the Company elects to
prepay any thereof in accordance with the applicable provisions of this
Agreement), and interest on and repayments of such Eurodollar Loans will be paid
thereon to the respective Banks holding such Eurodollar Loans pro rata based on
the respective principal amounts thereof outstanding.

         (c)      The Administrative Agent shall notify the Banks promptly upon
receipt of the Company's notice of each Increased Revolving Loan Amount Date and
in respect thereof (i) the New Revolving Loan Commitments and the New Banks, and
(ii) in the case of each notice to any Bank of Revolving Loans, the respective
interests in such Bank's Revolving Loans, in each case subject to the
assignments contemplated by this Section. The terms, provisions and interest
rate of the New Revolving Loans shall be identical to the Revolving Loans.

                                    SECTION 3
                             NOTES EVIDENCING LOANS

         3.1      Notes. The Revolving Loans of each Bank shall be evidenced by
a promissory note (each, a "Revolving Note") substantially in the form set forth
in Exhibit A-1, with appropriate insertions, payable to the order of such Bank
in a face principal amount equal to such Bank's Pro Rata Share of the Revolving
Loan Commitment. Each Revolving Loan of such Bank shall be paid in full on the
Termination Date. The Swing Line Loans of the Swing Line Bank shall be evidenced
by a promissory note (the "Swing Line Note") substantially in the form set forth
in Exhibit A-2, payable to the order of the Swing Line Bank in a face principal
amount equal to $5,000,000.00. The Swing Line Loans shall be paid in full on the
Termination Date.

         3.2      Recordkeeping. Each Bank shall record in its records, or at
its option on the schedule attached to its Notes, the date and amount of each
Loan made by such Bank, each repayment or conversion thereof and, in the case of
each Eurodollar Loan, the dates on which each Interest Period for such Loan
shall begin and end. The aggregate unpaid principal amount so recorded shall be
rebuttable presumptive evidence of the principal amount owing and unpaid on such
Note. The failure to so record any such amount or any error in so recording any
such

                                       23

<PAGE>

amount shall not, however, limit or otherwise affect the obligations of the
Company hereunder or under any Note to repay the principal amount of the Loans
evidenced by such Notes together with all interest accruing thereon.

                                    SECTION 4
                                    INTEREST

         4.1      Interest Rates. The Company promises to pay interest on the
unpaid principal amount of each Loan for the period commencing on the date of
such Loan until such Loan is paid in full as follows:

                  (a)      at all times while such Loan is a Base Rate Loan, at
         a rate per annum equal to the sum of the Base Rate from time to time in
         effect plus the Base Rate Margin from time to time in effect; and

                  (b)      at all times while such Loan is a Eurodollar Loan, at
         a rate per annum equal to the sum of the Eurodollar Rate applicable to
         each Interest Period for such Loan plus the Eurodollar Margin from time
         to time in effect;

provided that at any time an Event of Default exists, if requested by the
Required Banks, the interest rate applicable to each Loan shall be increased by
2% per annum.

         4.2      Interest Payment Dates. Accrued interest on each Base Rate
Loan shall be payable in arrears on the last day of each calendar quarter and at
maturity. Accrued interest on each Eurodollar Loan shall be payable on the last
day of each Interest Period relating to such Loan (and, in the case of a
Eurodollar Loan with a six-month Interest Period, on the three-month anniversary
of the first day of such Interest Period) and at maturity. After maturity,
accrued interest on all Loans shall be payable on demand. All accrued interest
not paid when due shall, to the extent permitted by law, bear interest from the
date due until paid at the Base Rate from time to time in effect plus the Base
Rate Margin from time to time in effect plus 2% per annum.

         4.3      Setting and Notice of Eurodollar Rates. The applicable
Eurodollar Rate for each Interest Period shall be determined by the
Administrative Agent, and notice thereof shall be given by the Administrative
Agent promptly to the Company and each Bank. Each determination of the
applicable Eurodollar Rate by the Administrative Agent shall be conclusive and
binding upon the parties hereto, in the absence of demonstrable error. The
Administrative Agent shall, upon written request of the Company or any Bank,
deliver to the Company or such Bank a statement showing the computations used by
the Administrative Agent in determining any applicable Eurodollar Rate
hereunder.

         4.4      Computation of Interest. Interest shall be computed for the
actual number of days elapsed on the basis of a year of 360 days. The applicable
interest rate for each Base Rate Loan shall change simultaneously with each
change in the Base Rate.

                                       24

<PAGE>

                                    SECTION 5
                                      FEES

         5.1      Non-Use Fee. The Company agrees to pay to the Administrative
Agent for the account of each Bank a non-use fee, for the period from the
Closing Date to the Termination Date, at the Non-Use Fee Rate in effect from
time to time of such Bank's Pro Rata Share (as adjusted from time to time) of
the unused amount of the Revolving Loan Commitments. For purposes of calculating
usage under this Section, the Revolving Loan Commitments shall be deemed used to
the extent of the aggregate principal amount of all outstanding Revolving Loans
plus the Stated Amount of all Letters of Credit. The aggregate principal amount
of all outstanding Swing Line Loans shall not be deemed usage under this
Section. Such non-use fee shall be payable in arrears on the last day of each
calendar quarter and on the Termination Date for any period then ending for
which such non-use fee shall not have previously been paid. The non-use fee
shall be computed for the actual number of days elapsed on the basis of a year
of 360 days.

         5.2      Letter of Credit Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Bank a letter of credit fee for
each Letter of Credit equal to the LC Fee Rate in effect from time to time of
such Bank's Pro Rata Share (as adjusted from time to time) of the undrawn amount
of such Letter of Credit (computed for the actual number of days elapsed on the
basis of a year of 360 days); provided that, if requested by the Required Banks,
the rate applicable to each Letter of Credit shall be increased by 2% per annum
at any time that an Event of Default exists. Such letter of credit fee shall be
payable in arrears on the last day of each calendar quarter and on the
Termination Date for the period from the date of the issuance of each Letter of
Credit (or the last day on which the letter of credit fee was paid with respect
thereto) to the date such payment is due or, if earlier, the date on which such
Letter of Credit expired or was terminated.

         (b)      In addition, with respect to each Letter of Credit, the
Company agrees to pay to the Issuing Bank, for its own account, (i) such fees
and expenses as the Issuing Bank customarily requires in connection with the
issuance, negotiation, processing and/or administration of letters of credit in
similar situations and (ii) a letter of credit fronting fee of 0.125%.

         5.3      Upfront Fees. The Company agrees to pay to the Administrative
Agent for the account of each Bank on the Closing Date an upfront fee as set
forth in the Fee Letter Agreement (and the Administrative Agent agrees to
promptly forward to each Bank a portion of such upfront fee in the amount
previously agreed to between the Administrative Agent and such Bank). The
Company further agrees to pay to the Administrative Agent for the account of
each Bank which provides a New Revolving Loan Commitment on the Increased
Revolving Loan Amount Date an upfront fee on the New Revolving Loan Commitment
of such Bank in the same amount as the upfront fee paid on the Closing Date as
set forth in the Fee Letter Agreement (and the Administrative Agent agrees to
promptly forward to each such Bank a portion of such upfront fee in the amount
agreed to between the Administrative Agent and such Bank).

         5.4      Administrative Agent's Fees. The Company agrees to pay to the
Administrative Agent, as and when due, the fees set forth in the Fee Letter
Agreement or as are otherwise mutually agreed to from time to time by the
Company and the Administrative Agent.

                                       25

<PAGE>

         5.5      Other Due Fees and Other Amounts. All fees and other amounts
due under this Agreement and the other Loan Documents which are not paid when
due shall, to the extent permitted by law, bear interest from the date due until
paid at the Base Rate from time to time in effect plus the Base Rate Margin from
time to time in effect plus 2% per annum.

                                    SECTION 6
                         REDUCTION OR TERMINATION OF THE
                         COMMITMENT AMOUNTS; PREPAYMENTS

         6.1      Reduction or Termination of the Revolving Loan Commitments.

                  6.1.1    Voluntary Reduction or Termination of the Revolving
Loan Commitments. The Company may from time to time on at least five Business
Days' prior written notice received by the Administrative Agent (which shall
promptly advise each Bank thereof) permanently reduce the Revolving Loan
Commitments to an amount not less than the Revolving Outstandings. Any such
reduction shall be in an amount not less than $2,000,000 or a higher integral
multiple of $2,000,000. Concurrently with any reduction of the Revolving Loan
Commitments to zero, the Company shall pay all interest on the Revolving Loans,
all non-use fees and all letter of credit fees and shall Cash Collateralize in
full all obligations arising with respect to the Letters of Credit.

                  6.1.2    Mandatory Reductions of the Revolving Loan
Commitments. If a Mandatory Prepayment Event occurs prior to the Termination
Date, then, on the date of such Mandatory Prepayment Event, the Revolving Loan
Commitments shall be permanently reduced by an amount (if any) equal to the
Designated Proceeds of such Mandatory Prepayment Event.

                  6.1.3    Intentionally Omitted.

                  6.1.4    All Reductions of the Revolving Loan Commitments. All
reductions of the Revolving Loan Commitments shall reduce the Revolving Loan
Commitments pro rata among the Banks according to their respective Pro Rata
Shares.

         6.2      Prepayments.

                  6.2.1    Voluntary Prepayments. The Company may from time to
time prepay the Loans in whole or in part; provided that the Company shall give
the Administrative Agent (which shall promptly advise each Bank) notice thereof
not later than 11:00 A.M., Chicago time, on the day of such prepayment (which
shall be a Business Day), specifying the Loans to be prepaid and the date and
amount of prepayment. Any such partial prepayment shall be in an amount equal to
$100,000 or a higher integral multiple of $10,000.

                  6.2.2    Mandatory Prepayments.

                  (a)      The Company shall make a prepayment of the Loans upon
         the occurrence of any of the following (each a "Mandatory Prepayment
         Event") at the following times and in the following amounts (such
         applicable amounts being referred to as "Designated Proceeds"):

                                       26

<PAGE>

                           (i)      Concurrently with the receipt by the Company
                  or any Subsidiary of Net Cash Proceeds from Asset Sales in an
                  aggregate amount in excess of $2,000,000 in any Fiscal Year,
                  in an amount equal to 100% of such excess; and

                           (ii)     Concurrently with the receipt by the Company
                  or any Subsidiary of any Net Cash Proceeds from any issuance
                  of any Mortgage Debt, in an amount equal to 100% of such Net
                  Cash Proceeds.

                  (b)      If on any day on which the Revolving Loan Commitments
         are reduced pursuant to Section 6.1.2 the Revolving Outstandings exceed
         the Revolving Loan Commitments, the Company shall immediately prepay
         Revolving Loans or Cash Collateralize the outstanding Letters of
         Credit, or do a combination of the foregoing, in an amount sufficient
         to eliminate such excess.

         6.3      All Prepayments. Each voluntary partial prepayment shall be in
a principal amount of $100,000 or a higher integral multiple of $10,000. Any
partial prepayment of a Group of Eurodollar Loans shall be subject to the
proviso to Section 2.2.3(a). Any prepayment of a Eurodollar Loan on a day other
than the last day of an Interest Period therefor shall include interest on the
principal amount being repaid and shall be subject to Section 8.4.

                                    SECTION 7
                 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES

         7.1      Making of Payments. All payments of principal of or interest
on the Notes, and of all fees, shall be made by the Company to the
Administrative Agent in immediately available funds at the office specified by
the Administrative Agent not later than noon, Chicago time, on the date due; and
funds received after that hour shall be deemed to have been received by the
Administrative Agent on the following Business Day. The Administrative Agent
shall promptly remit to each Bank its share of all such payments received in
collected funds by the Administrative Agent for the account of such Bank, net of
any amounts owed by such Bank to Administrative Agent under Section 2.2.2(b).
All payments under Section 8.1 shall be made by the Company directly to the Bank
entitled thereto. Unless the Administrative Agent receives notice from the
Company prior to the due date for any payment hereunder that the Company does
not intend to make such payment, the Administrative Agent may assume that the
Company has made such payment and, in reliance upon such assumption, make
available to each Bank its share of such payment, net of any amounts owed by
such Bank to Administrative Agent under Section 2.2.2(b). If and to the extent
that the Company has not made any such payment to the Administrative Agent, each
Bank which received a share of such payment shall repay such share (or the
relevant portion thereof) to the Administrative Agent forthwith upon demand,
together with interest thereon at the Base Rate (or, in the case of any Bank
which repays such amount within three Business Days, the Federal Funds Rate).
Nothing set forth in this Section 7.1 shall relieve the Company of any
obligation it may have to make any payment hereunder.

         7.2      Application of Certain Payments. Each payment of principal
shall be applied to the Loans as the Company shall direct by notice to be
received by the Administrative Agent on or before the date of such payment or,
in the absence of such notice, as the Administrative Agent shall determine in
its discretion. Concurrently with each remittance to any Bank of its share of

                                       27

<PAGE>

any such payment, the Administrative Agent shall advise such Bank as to the
application of such payment. Notwithstanding the foregoing, after an Event of
Default has occurred and is continuing, the Administrative Agent may apply any
payments as the Administrative Agent shall determine in its sole discretion.

         7.3      Due Date Extension. If any payment of principal or interest
with respect to any of the Loans, or of any fees, falls due on a day which is
not a Business Day, then such due date shall be extended to the immediately
following Business Day (unless, in the case of a Eurodollar Loan, such
immediately following Business Day is the first Business Day of a calendar
month, in which case such due date shall be the immediately preceding Business
Day) and, in the case of principal, additional interest shall accrue and be
payable for the period of any such extension.

         7.4      Waiver of Setoff Rights. The Administrative Agent, the Issuing
Bank, the Syndication Agent, each Bank and the Company each hereby affirmatively
waive all rights of set-off provided by applicable law with regard to any claim
arising under or with respect to this Credit Agreement and their respective
obligations hereunder. Without limiting the generality of the foregoing, the
Administrative Agent and each Bank acknowledge and agree that none of them will
apply to the payment of any obligations of the Company hereunder, whether or not
due and whether or not any Event of Default exists, any balances, credits,
deposits, accounts or moneys of the Company now or hereafter maintained with the
Administrative Agent or such Bank or, in the absence of any order, decree,
garnishment, injunction or other decision in a legal process or proceeding to
the contrary, prohibit or freeze access to such balances, credits, deposits,
accounts or moneys.

         7.5      Proration of Payments. If any Bank shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of offset or
otherwise, but excluding any payment pursuant to Section 8.7 or 14.9 and
payments of interest on any Affected Loan) on account of principal of or
interest on any Loan (or on account of its participation in any Letter of
Credit) in excess of its pro rata share of payments and other recoveries
obtained by all Banks on account of principal of and interest on the Loans (or
such participation) then held by them, such Bank shall purchase from the other
Banks such participations in the Loans (or sub-participations in Letters of
Credit) held by them as shall be necessary to cause such purchasing Bank to
share the excess payment or other recovery ratably with each of them; provided
that if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Bank, the purchase shall be rescinded and the
purchase price restored to the extent of such recovery.

         7.6      Taxes. All payments of principal of, and interest on, the
Loans and all other amounts payable hereunder shall be made free and clear of
and without deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges of
any nature whatsoever imposed by any taxing authority, excluding franchise taxes
and taxes imposed on or measured by any Bank's net income or receipts (all
non-excluded items being called "Taxes"). If any withholding or deduction from
any payment to be made by the Company hereunder is required in respect of any
Taxes pursuant to any applicable law, rule or regulation, then the Company will:

                                       28

<PAGE>

                  (a)      pay directly to the relevant authority the full
         amount required to be so withheld or deducted;

                  (b)      promptly forward to the Administrative Agent an
         official receipt or other documentation satisfactory to the
         Administrative Agent evidencing such payment to such authority; and

                  (c)      pay to the Administrative Agent for the account of
         the Banks such additional amount or amounts as is necessary to ensure
         that the net amount actually received by each Bank will equal the full
         amount such Bank would have received had no such withholding or
         deduction been required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Bank with respect to any payment received by the Administrative Agent or
such Bank hereunder, the Administrative Agent or such Bank may pay such Taxes
and the Company will promptly pay such additional amounts (including any
penalty, interest or expense arising due to any act or omission of the Company)
as is necessary in order that the net amount received by such Person after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such Person would have received had such Taxes not been
asserted.

         If the Company fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the respective Banks, the required receipts or other required documentary
evidence, the Company shall indemnify the Banks for any incremental Taxes,
interest or penalties that may become payable by any Bank as a result of any
such failure. For purposes of this Section 7.6, a distribution hereunder by the
Administrative Agent or any Bank to or for the account of any Bank shall be
deemed a payment by the Company.

         Each Bank that (a) is organized under the laws of a jurisdiction other
than the United States of America and (b)(i) is a party hereto on the Closing
Date or (ii) becomes an assignee of an interest under this Agreement under
Section 14.9.1 after the Closing Date (unless such Bank was already a Bank
hereunder immediately prior to such assignment) shall execute and deliver to the
Company and the Administrative Agent one or more (as the Company or the
Administrative Agent may reasonably request) United States Internal Revenue
Service Form W-8BEN or W-8ECI (or any successor forms) and such other forms or
documents, appropriately completed and duly executed by such Bank, as may be
applicable to establish that such Bank is exempt from withholding or deduction
of Taxes. The Company shall not be required to pay additional amounts to any
Bank pursuant to this Section 7.6 to the extent that the obligation to pay such
additional amounts would not have arisen but for the failure of such Bank to
comply with this paragraph.

                                    SECTION 8
            INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS

         8.1      Increased Costs. (a) If, after the Closing Date, the adoption
of, or any change in, any applicable law, rule or regulation, or any change in
the interpretation or administration of any applicable law, rule or regulation
by any governmental authority, central bank or comparable

                                       29

<PAGE>

agency charged with the interpretation or administration thereof, or compliance
by any Bank (or any Eurodollar Office of such Bank) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

                  (i)      shall subject any Bank (or any Eurodollar Office of
         such Bank) to any tax, duty or other charge with respect to its
         Eurodollar Loans, its Notes or its obligation to make Eurodollar Loans,
         or shall change the basis of taxation of payments to any Bank of the
         principal of or interest on its Eurodollar Loans or any other amounts
         due under this Agreement in respect of its Eurodollar Loans or its
         obligation to make Eurodollar Loans (except for changes in the rate of
         tax on the overall net income of such Bank or its Eurodollar Office
         imposed by the jurisdiction in which such Bank's principal executive
         office or Eurodollar Office is located);

                  (ii)     shall impose, modify or deem applicable any reserve
         (including any reserve imposed by the FRB, but excluding any reserve
         included in the determination of interest rates pursuant to Section 4),
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by any Bank (or any
         Eurodollar Office of such Bank); or

                  (iii)    shall impose on any Bank (or its Eurodollar Office)
         any other condition affecting its Eurodollar Loans, its Notes or its
         obligation to make Eurodollar Loans;

and the result of any of the foregoing is to increase the cost to (or to impose
a cost on) such Bank (or any Eurodollar Office of such Bank) of making or
maintaining any Eurodollar Loan, or to reduce the amount of any sum received or
receivable by such Bank (or its Eurodollar Office) under this Agreement or under
its Notes with respect thereto, then upon demand by such Bank (which demand
shall be accompanied by a statement setting forth the basis for such demand and
a calculation of the amount thereof in reasonable detail, a copy of which shall
be furnished to the Administrative Agent), the Company shall pay directly to
such Bank such additional amount as will compensate such Bank for such increased
cost or such reduction.

         (b)      If any Bank shall determine that the adoption or phase- in of,
any applicable law, rule or regulation regarding capital adequacy or any change
therein, or any change 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 Bank or any
Person controlling such Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Bank's or such controlling Person's capital as a consequence of
such Bank's obligations hereunder or under any Letter of Credit to a level below
that which such Bank or such controlling Person could have achieved but for such
adoption, phase-in, change or compliance (taking into consideration such Bank's
or such controlling Person's policies with respect to capital adequacy) by an
amount deemed by such Bank or such controlling Person to be material, then from
time to time, upon demand by such Bank (which demand shall be accompanied by a
statement setting forth the basis for such demand and a calculation of the
amount thereof in reasonable detail, a copy of which shall be furnished to the
Administrative Agent), the Company shall pay to such

                                       30

<PAGE>

Bank such additional amount as will compensate such Bank or such controlling
Person for such reduction.

         8.2      Basis for Determining Interest Rate Inadequate or Unfair. If
with respect to any Interest Period:

                  (a)      deposits in U.S. dollars (in the applicable amounts)
         are not being offered to the Administrative Agent in the interbank
         eurodollar market for such Interest Period, or the Administrative Agent
         otherwise determines (which determination shall be binding and
         conclusive on the Company) that by reason of circumstances affecting
         the interbank eurodollar market adequate and reasonable means do not
         exist for ascertaining the applicable Eurodollar Rate; or

                  (b)      Banks having aggregate Pro Rata Shares of 25% or more
         shall reasonably determine and shall so advise the Administrative Agent
         that due to economic or other conditions affecting generally the
         eurodollar market which are not due to any act, omission, event or
         determination within the direct control of such Banks, the Eurodollar
         Rate as determined by the Administrative Agent will not adequately and
         fairly reflect the cost to such Banks of maintaining or funding
         Eurodollar Loans for such Interest Period or that the making or funding
         of Eurodollar Loans has become impracticable as a result of an event
         occurring after the date of this Agreement;

then the Administrative Agent shall promptly notify the other parties thereof
and, so long as such circumstances shall continue, (i) no Bank shall be under
any obligation to make or convert into Eurodollar Loans and (ii) on the last day
of the current Interest Period for each Eurodollar Loan, such Loan shall, unless
then repaid in full, automatically convert to a Base Rate Loan.

         8.3      Changes in Law Rendering Eurodollar Loans Unlawful. If any
change in (including the adoption of any new) applicable law or regulation, or
any change in the interpretation of any applicable law or regulation by any
governmental or other regulatory body charged with the administration thereof,
should make it (or in the good faith judgment of any Bank cause a substantial
question as to whether it is) unlawful for any Bank to make, maintain or fund
Eurodollar Loans, then such Bank shall promptly notify each of the other parties
hereto and, so long as such circumstances shall continue, (a) such Bank shall
have no obligation to make or convert into Eurodollar Loans (but shall make Base
Rate Loans concurrently with the making of or conversion into Eurodollar Loans
by the Banks which are not so affected, in each case in an amount equal to the
amount of Eurodollar Loans which would be made or converted into by such Bank at
such time in the absence of such circumstances) and (b) on the last day of the
current Interest Period for each Eurodollar Loan of such Bank (or, in any event,
on such earlier date as may be required by the relevant law, regulation or
interpretation), such Eurodollar Loan shall, unless then repaid in full,
automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank
which, but for the circumstances described in the foregoing sentence, would be a
Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same
period as the Group of Eurodollar Loans of which such Affected Loan would be a
part absent such circumstances.

                                       31

<PAGE>

         8.4      Funding Losses. The Company hereby agrees that upon written
demand by any Bank (which demand shall be accompanied by a statement setting
forth the basis for the amount being claimed, a copy of which shall be furnished
to the Administrative Agent), the Company will indemnify such Bank against any
net loss or expense that such Bank may sustain or incur (including any net loss
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain any Eurodollar Loan), as
reasonably determined by such Bank, as a result of (a) any payment, prepayment
or conversion of any Eurodollar Loan of such Bank on a date other than the last
day of an Interest Period for such Loan (including any conversion pursuant to
Section 8.3) or (b) any failure of the Company to borrow, convert or continue
any Loan on a date specified therefor in a notice of borrowing, conversion or
continuation pursuant to this Agreement. For this purpose, all notices to the
Administrative Agent pursuant to this Agreement shall be deemed to be
irrevocable.

         8.5      Right of Banks to Fund through Other Offices. Each Bank may,
if it so elects, fulfill its commitment as to any Eurodollar Loan by causing a
foreign branch or Affiliate of such Bank to make such Loan; provided that in
such event for the purposes of this Agreement such Loan shall be deemed to have
been made by such Bank and the obligation of the Company to repay such Loan
shall nevertheless be to such Bank and shall be deemed held by it, to the extent
of such Loan, for the account of such branch or Affiliate.

         8.6      Discretion of Banks as to Manner of Funding. Notwithstanding
any provision of this Agreement to the contrary, each Bank shall be entitled to
fund and maintain its funding of all or any part of its Loans in any manner it
sees fit, it being understood, however, that for the purposes of this Agreement
all determinations hereunder shall be made as if such Bank had actually funded
and maintained each Eurodollar Loan during each Interest Period for such Loan
through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Eurodollar Rate for
such Interest Period.

         8.7      Mitigation of Circumstances; Replacement of Banks. (a) Each
Bank shall promptly notify the Company and the Administrative Agent of any event
of which it has knowledge which will result in, and will use reasonable
commercial efforts available to it (and not, in such Bank's sole judgment,
otherwise disadvantageous to such Bank) to mitigate or avoid, (i) any obligation
by the Company to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the
occurrence of any circumstances described in Section 8.2 or 8.3 (and, if any
Bank has given notice of any such event described in clause (i) or (ii) above
and thereafter such event ceases to exist, such Bank shall promptly so notify
the Company and the Administrative Agent). Without limiting the foregoing, each
Bank will designate a different funding office if such designation will avoid
(or reduce the cost to the Company of) any event described in clause (i) or (ii)
of the preceding sentence and such designation will not, in such Bank's sole
judgment, be otherwise disadvantageous to such Bank. No Bank shall request that
the Company pay any amount pursuant to Section 7.6 or 8.1, or advise the
Administrative Agent as to its determination under Section 8.2(b), unless it is
generally making similar requests of, or determinations with respect to, other
borrowers similarly situated, and each Bank agrees to use a reasonable basis for
calculating such amounts and making such determinations.

         (b)      If the Company becomes obligated to pay additional amounts to
any Bank pursuant to Section 7.6 or 8.1, or any Bank gives notice of the
occurrence of any circumstances

                                       32

<PAGE>

described in Section 8.2 or 8.3, then, if no Event of Default has occurred and
is continuing, the Company may designate a Replacement Bank to purchase the
Loans of such Bank and such Bank's rights hereunder, without recourse to or
warranty by, or expense to, such Bank, for a purchase price equal to the
outstanding principal amount of the Loans payable to such Bank plus any accrued
but unpaid interest on such Loans and all accrued but unpaid fees owed to such
Bank and any other amounts payable to such Bank under this Agreement (excluding,
however, in the event the aggregate Pro Rata Shares of the Banks being replaced
are less than 25%, all amounts, if any, which otherwise would be payable to such
Bank pursuant to Section 8.4 hereof), and to assume all the obligations of such
Bank hereunder, and, upon such purchase and assumption (pursuant to an
Assignment Agreement), such Bank shall no longer be a party hereto or have any
rights hereunder (other than rights with respect to indemnities and similar
rights applicable to such Bank prior to the date of such purchase and
assumption) and shall be relieved from all obligations to the Company hereunder,
and the Replacement Bank shall succeed to the rights and obligations of such
Bank hereunder.

         8.8      Conclusiveness of Statements; Survival of Provisions.
Determinations and statements of any Bank pursuant to Section 8.1, 8.2, 8.3 or
8.4 shall be conclusive absent demonstrable error. Banks may use reasonable
averaging and attribution methods in determining compensation under Sections 8.1
and 8.4, and the provisions of such Sections shall survive repayment of the
Loans, cancellation of the Notes, expiration or termination of the Letters of
Credit and termination of this Agreement.

                                    SECTION 9
                         REPRESENTATIONS AND WARRANTIES

         To induce the Agents and the Banks to enter into this Agreement and to
induce the Banks to make Loans and issue and participate in Letters of Credit
hereunder, the Company represents and warrants to the Agents and the Banks that:

         9.1      Organization. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of Delaware. Each
Subsidiary is validly existing and in good standing under the laws of the
jurisdiction of its organization. The Company and each other Loan Party has all
requisite corporate power to own its property and conduct its business as now
conducted and as presently contemplated. The Company is in good standing and is
duly qualified to do business in the States of Arizona, California, Colorado,
Illinois, Indiana and Texas, the Commonwealth of Massachusetts and each other
jurisdiction where, because of the nature of its activities or properties, such
qualification is required, except for such jurisdictions where the failure so to
qualify would not have a Material Adverse Effect.

         9.2      Authorization; No Conflict. Each of the Company and each other
Loan Party is duly authorized to execute and deliver each Loan Document to which
it is a party, the Company is duly authorized to borrow monies under this
Agreement and each of the Company and each other Loan Party is and will continue
to be duly authorized to perform its obligations under each Loan Document to
which it is a party. The execution, delivery and performance by the Company of
this Agreement and by each of the Company and each other Loan Party of each Loan
Document to which it is a party, and the borrowings by the Company under this
Agreement, do not and will not (i) require any consent or approval of any
governmental agency or authority that

                                       33

<PAGE>

has not been obtained or (ii) conflict with (a) any provision of law, (b) the
articles of incorporation or by-laws of the Company or any other Loan Party, (c)
any agreement, indenture, instrument or other document binding upon the Company
or any other Loan Party or any of their respective properties or assets or (d)
any court or administrative order or decree applicable to the Company, and do
not and will not require, or result in, the creation or imposition of any Lien
on any asset of the Company or any other Loan Party.

         9.3      Validity and Binding Nature. Each of this Agreement and each
other Loan Document to which the Company or any other Loan Party is a party is
the legal, valid and binding obligation of such Person, enforceable against such
Person in accordance with its terms.

         9.4      Financial Condition. The audited consolidated financial
statements of the Company and its Subsidiaries as of and for the fiscal years
ended September 30, 2001 and September 30, 2002, and unaudited consolidated
financial statements of the Company for the portion of fiscal year 2003 up to
and including June 30, 2003, copies of which have been furnished prior to the
Closing Date to the Administrative Agent, have been prepared in accordance with
GAAP and fairly present the consolidated financial condition of the Company and
its Subsidiaries as of such dates and the results of their operations for the
periods then ended. Except as reflected and accrued for or reserved against in
the Company's consolidated financial statements, or as disclosed in the notes
thereto, neither the Company nor any Subsidiary has any material liabilities,
known or unknown, matured or unmatured, absolute, contingent or otherwise which
might reasonably be expected to have a Material Adverse Effect.

         9.5      No Material Adverse Change. Since September 30, 2002, there
has been no event that has had or might reasonably be expected to have a
Material Adverse Effect. Since September 30, 2002, the Company has not (i) paid
or declared any dividend on or in respect of any shares of any class of capital
stock of the Company (other than dividends payable solely in shares of common
stock of the Company), (ii) purchased, redeemed or otherwise retired any shares
of any class of capital stock of the Company, directly or indirectly through a
Subsidiary or otherwise, (iii) returned capital to its shareholders as such, or
(iv) made any other distribution on or in respect of any shares of any class of
capital stock of the Company.

         9.6      Litigation and Contingent Liabilities. Except as set forth in
Schedule 9.6, no litigation (including derivative actions), arbitration
proceeding or governmental investigation or proceeding is pending or, to the
Company's knowledge, threatened against the Company or any Subsidiary which
might reasonably be expected to have a Material Adverse Effect. There are no
injunctions or temporary restraining orders (either pending or, to the Company's
knowledge, threatened) that would prohibit the making of Loans. Other than any
liability incident to such litigation or proceedings, neither the Company nor
any Subsidiary has any contingent liabilities not listed on Schedule 9.6 or
permitted by Section 10.7 which has had or might reasonably be expected to have
a Material Adverse Effect.

         9.7      No Materially Adverse Contracts, etc. Neither the Company nor
any of its Subsidiaries is subject to any charter, corporate or, to the
Company's knowledge, other legal restriction, or any judgment, decree, order,
rule or regulation that has or is expected in the future to have a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to
any contract or agreement that has or is expected to have any Material Adverse
Effect.

                                       34

<PAGE>

         9.8      Compliance. Neither the Company nor any of its Subsidiaries is
in violation of any provision of its articles of incorporation, bylaws, or any
agreement or instrument to which it may be subject or by which it or any of its
properties may be bound or any statute, license, rule or regulation applicable
to it, or, to the Company's knowledge, any decree, order or judgment, in any of
the foregoing cases in a manner that could result in the imposition of
substantial penalties or result in a Material Adverse Effect. No contract or
other agreement to which the Company or any Subsidiary is a party, the
termination of which might reasonably be expected to have a Material Adverse
Effect, has been terminated.

         9.9      Taxes. Each of the Company and each Subsidiary has filed all
tax returns and reports (federal, state, local, foreign and other applicable tax
returns) required to be filed by or on behalf of it and has paid or caused to be
paid all taxes and other governmental charges due for the periods covered
thereby, including interest and penalties, other than any such taxes or charges
(i) for which a timely and proper extension has been obtained and (ii) that are
being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained to the extent required by GAAP, unless
and until any Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors. The Company has set aside reserves on
its balance sheet for the payment of all liabilities for all taxes (whether or
not disputed) of the Company accrued through the date of such balance sheet to
the extent required by GAAP.

         9.10     Information. All information heretofore or contemporaneously
with this Agreement furnished in writing by the Company or any other Loan Party
to the Agents or any Bank for purposes of or in connection with this Agreement
and the transactions contemplated hereby is, and all written information
hereafter furnished by or on behalf of the Company or any other Loan Party to
the Agents or any Bank pursuant hereto or in connection herewith will be, true
and accurate in every material respect on the date as of which such information
is dated or certified, and none of such information is or will be incomplete by
omitting to state any material fact necessary to make such information not
misleading in light of the circumstances under which made (it being recognized
by the Agents and the Banks that any projections and forecasts provided by the
Company are based on good faith estimates and assumptions believed by the
Company to be reasonable as of the date of the applicable projections or
assumptions and that actual results during the period or periods covered by any
such projections and forecasts may differ from projected or forecasted results).

         9.11     Solvency. On the Closing Date, and immediately prior to and
after giving effect to the transactions contemplated by this Agreement and the
making of each Loan, (i) the Company's and each other Loan Party's assets will
exceed its liabilities and (ii) each of the Company and each other Loan Party
will be solvent, will be able to pay its debts as they mature, will own property
with fair saleable value greater than the amount required to pay its debts and
will have capital sufficient to carry on its business as then constituted.

         9.12     No Default. No Event of Default or Unmatured Event of Default
exists or would result from the incurring by the Company of any Debt under this
Agreement or under any other Loan Document.

                                       35

<PAGE>

         9.13     Use of Proceeds. The Company will apply the proceeds of any
Loan or Letter of Credit under this Agreement for working capital and general
corporate purposes.

         9.14     Subsidiaries. Except as set forth on Schedule 9.14 hereto, the
Company has no Subsidiaries.

         9.15     Ownership of Properties; Liens. Except as permitted pursuant
to Section 10.8 and subject to Section 9.16, each of the Company and each
Subsidiary owns good title to all of its properties and assets, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens, charges and
claims (including infringement claims with respect to patents, trademarks,
service marks, copyrights and the like).

         9.16     Intellectual Property. To the best of the Company's knowledge
after due inquiry, and except as set forth in Schedule 9.16, the Company and
each of its Subsidiaries owns and possesses or has a license or other right to
use all such patents, patent rights, trademarks, trademark rights, trade names,
trade name rights, service marks, service mark rights and copyrights as are
necessary for the conduct of the business of the Company and its Subsidiaries as
conducted on the Closing Date, without any infringement upon rights of others
which might reasonably be expected to have a Material Adverse Effect.

         9.17     Insurance. Set forth on Schedule 9.17 is a complete and
accurate summary of the property and casualty insurance program of the Company
and its Subsidiaries as of the Closing Date (including the names of all
insurers, policy numbers, expiration dates, amounts and types of coverage,
annual premiums, exclusions, deductibles, self-insured retention and a
description in reasonable detail of any self-insurance program, retrospective
rating plan, fronting arrangement or other risk assumption arrangement involving
the Company or any Subsidiary).

         9.18     Investment Company Act; Public Utility Holding Company Act.
Neither the Company nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940. Neither the Company nor any Subsidiary is a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935.

         9.19     Regulations T, U and X. None of the transactions contemplated
by this Agreement or any of the other Loan Documents, including the use of the
proceeds of the Loans, will violate or result in a violation of any regulation
issued pursuant to Section 7 of the Securities Exchange Act of 1934, as amended,
including, without limitation, Regulations T, U and X and the Company is not
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.

         9.20     Securities Matters. The making of the Loans, the application
of the proceeds and repayment thereof by the Company and the consummation of the
transactions contemplated by this Agreement and the other Loan Documents will
not violate any provision of any federal or state securities statutes, rules or
regulations, or any order issued by the Securities and Exchange Commission
(collectively, the "Securities Laws).

                                       36

<PAGE>

         9.21     Pension and Welfare Plans. (a) Except as set forth in Schedule
9.21, during the twelve-consecutive-month period prior to the date of the
execution and delivery of this Agreement, (i) no steps have been taken to
terminate any Pension Plan and (ii) no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA. No condition exists or event or transaction has occurred with
respect to any Pension Plan which could result in the incurrence by the Company
of any material liability, fine or penalty. The Company has no contingent
liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of Subtitle B
of Title I of ERISA.

         (b)      Except as set forth in Schedule 9.21, all contributions (if
any) have been made to any Multiemployer Pension Plan that are required to be
made by the Company or any other member of the Controlled Group under the terms
of the plan or of any collective bargaining agreement or by applicable law;
neither the Company nor any member of the Controlled Group has withdrawn or
partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal
liability with respect to any such plan, received notice of any claim or demand
for withdrawal liability or partial withdrawal liability from any such plan, and
no condition has occurred which, if continued, might result in a withdrawal or
partial withdrawal from any such plan; and neither the Company nor any member of
the Controlled Group has received any notice that any Multiemployer Pension Plan
is in reorganization, that increased contributions may be required to avoid a
reduction in plan benefits or the imposition of any excise tax, that any such
plan is or has been funded at a rate less than that required under Section 412
of the Code, that any such plan is or may be terminated, or that any such plan
is or may become insolvent.

         9.22     Environmental Matters.

         To the best of the Company's knowledge based upon a good faith review,
neither the Company nor any Subsidiary, nor any operator of the Company's or any
Subsidiary's properties, is in violation, or alleged violation, of any judgment,
decree, order, law, permit, license, rule or regulation pertaining to
environmental matters, including those arising under the Resource Conservation
and Recovery Act ("RCRA"), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986 or any other Environmental Law which individually or
in the aggregate might reasonably be expected to have a Material Adverse Effect.

         Neither the Company nor any Subsidiary has received notice from any
third party, including any federal, state or local governmental authority (i)
that any one of them has been identified by the United States Environmental
Protection Agency as a potentially responsible party under CERCLA with respect
to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B,
(ii) that any hazardous waste, as defined by 42 U.S.C. Section 6903(5), any
hazardous substance as defined by 42 U.S.C. Section 9601(14), any pollutant or
contaminant as defined by 42 U.S.C. Section 9601 (33) or any toxic substance,
oil or hazardous material or other chemical or substance regulated by any
Environmental Law (all of the foregoing, "Hazardous Substances"), which any one
of them has generated, transported or disposed of has been found at any site at
which a federal, state or local agency or other third party has conducted a
remedial investigation, removal or other response action pursuant to any
Environmental Law, (iii) that the Company or

                                       37

<PAGE>

any Subsidiary must conduct a remedial investigation, removal, response action
or other activity pursuant to any Environmental Law or (iv) of any Environmental
Claim.

         To the best of the Company's knowledge, except as set forth on Schedule
9.22, (i) no portion of any real property or other assets of the Company or any
Subsidiary has been used for the handling, processing, storage or disposal of
Hazardous Substances except in accordance in all material respects with
applicable Environmental Laws, and no underground tank or other underground
storage receptacle for Hazardous Substances is located on such properties, (ii)
in the course of any activities conducted by the Company, any Subsidiary or the
operators of any real property of the Company or any Subsidiary, no Hazardous
Substances have been generated or are being used on such properties except in
accordance in all material respects with applicable Environmental Laws, (iii)
there have been no Releases or threatened Releases of Hazardous Substances on,
upon, into or from any real property or other assets of the Company or any
Subsidiary, which might individually or in the aggregate reasonably be expected
to have a Material Adverse Effect, (iv) there have been no Releases on, upon,
from or into any real property in the vicinity of any real property or other
assets of the Company or any Subsidiary which, through soil or groundwater
contamination, may have come to be located on, upon or into any real property or
other assets of the Company or any Subsidiary, and which might reasonably be
expected to have a Material Adverse Effect and (v) any Hazardous Substances
generated by the Company and its Subsidiaries have been transported offsite only
by properly licensed carriers and delivered only to treatment or disposal
facilities maintaining valid permits as required under applicable Environmental
Laws, which transporters and facilities have been and are operating in
compliance in all material respects with such permits and applicable
Environmental Laws.

         9.23     Labor Matters. Neither the Company nor any Subsidiary is
subject to any labor or collective bargaining agreement. There are no existing
or threatened strikes, lockouts or other labor disputes involving the Company or
any Subsidiary that singly or in the aggregate might reasonably be expected to
have a Material Adverse Effect. Hours worked by and payment made to employees of
the Company and its Subsidiaries are not in violation of the Fair Labor
Standards Act or any other applicable law, rule or regulation dealing with such
matters.

         9.24     Disclosure. None of this Agreement or any of the other Loan
Documents contains any untrue statement of a material fact or omits to state a
material fact (known to the Company or any of its Subsidiaries in the case of
any document or information not furnished by it or any of its Subsidiaries)
necessary in order to make the statements herein or therein not misleading.
There is no fact known to the Company or any of its Subsidiaries which
materially adversely affects, or which is reasonably likely in the future to
materially adversely affect, the business, assets, financial condition or
prospects of the Company or any of its Subsidiaries, exclusive of effects
resulting from changes in general economic conditions, legal standards or
regulatory conditions.

         9.25     Survival of Warranties. All representations contained in this
Agreement and the other Loan Documents survive the execution and delivery of
this Agreement.

                                       38

<PAGE>

                                   SECTION 10
                                   COVENANTS

         Until the expiration or termination of the Commitments and thereafter
until all obligations of the Company hereunder and under the other Loan
Documents are paid in full and all Letters of Credit have been terminated, the
Company agrees that, unless at any time the Required Banks shall otherwise
expressly consent in writing, it will:

         10.1     Reports, Certificates and Other Information. Furnish to the
Administrative Agent and each Bank:

                  10.1.1   Annual Report. Promptly when available and in any
event within 90 days after the close of each Fiscal Year a copy of the annual
audit report of the Company and its Subsidiaries for such Fiscal Year, including
therein consolidated balance sheets and statements of earnings and cash flows of
the Company and its Subsidiaries as at the end of such Fiscal Year, certified
without qualification by PriceWaterhouseCoopers LLP or other independent
auditors of recognized standing selected by the Company and reasonably
acceptable to the Required Banks, together with a written statement from such
accountants to the effect that in making the examination necessary for the
signing of such annual audit report by such accountants, nothing came to their
attention that caused them to believe that the Company was not in compliance
with any provision of Section 10.6, 10.7, 10.9 or 10.10 of this Agreement
insofar as such provision relates to accounting matters or, if something has
come to their attention that caused them to believe that the Company was not in
compliance with any such provision, describing such non-compliance in reasonable
detail.

                  10.1.2   Interim Reports. Promptly when available and in any
event within 45 days after the end of each Fiscal Quarter (except the last
Fiscal Quarter of each Fiscal Year), consolidated balance sheets of the Company
and its Subsidiaries as of the end of such Fiscal Quarter, together with
consolidated statements of earnings for each Fiscal Quarter in such Fiscal Year
and cash flows for the period beginning with the first day of such Fiscal Year
and ending on the last day of such Fiscal Quarter, together with a comparison
with the corresponding period of the previous Fiscal Year.

                  10.1.3   Compliance Certificates. Contemporaneously with the
furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and
each set of quarterly statements pursuant to Section 10.1.2, a duly completed
compliance certificate in the form of Exhibit B, with appropriate insertions,
dated the date of such annual report or such quarterly statements and signed by
the Chief Financial Officer or Treasurer of the Company, containing a
computation of each of the financial ratios and restrictions set forth in
Section 10.6 and to the effect that such officer has not become aware of any
Event of Default or Unmatured Event of Default that has occurred and is
continuing or, if there is any such event, describing it and the steps, if any,
being taken to cure it.

                  10.1.4   Reports to the SEC and to Shareholders. Promptly upon
the filing or sending thereof, copies of all regular, periodic or special
reports of the Company or any Subsidiary filed with the SEC; copies of all
registration statements of the Company or any

                                       39

<PAGE>

Subsidiary filed with the SEC (other than on Form S-8); and copies of all proxy
statements or other communications made to security holders generally.

                  10.1.5   Notice of Default, Litigation and ERISA Matters.
Promptly upon becoming aware of any of the following, written notice describing
the same and the steps being taken by the Company or the Subsidiary affected
thereby with respect thereto:

                  (a)      the occurrence of an Event of Default or an Unmatured
         Event of Default;

                  (b)      any litigation, arbitration or governmental
         investigation or proceeding not previously disclosed by the Company to
         the Banks which has been instituted or, to the knowledge of the
         Company, is threatened against the Company or any Subsidiary or to
         which any of the properties of any thereof is subject which might
         reasonably be expected to have a Material Adverse Effect;

                  (c)      the institution of any steps by any member of the
         Controlled Group or any other Person to terminate any Pension Plan, or
         the failure of any member of the Controlled Group to make a required
         contribution to any Pension Plan (if such failure is sufficient to give
         rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer
         Pension Plan, or the taking of any action with respect to a Pension
         Plan which could result in the requirement that the Company furnish a
         bond or other security to the PBGC or such Pension Plan, or the
         occurrence of any event with respect to any Pension Plan or
         Multiemployer Pension Plan which could result in the incurrence by any
         member of the Controlled Group of any material liability, fine or
         penalty (including any claim or demand for withdrawal liability or
         partial withdrawal from any Multiemployer Pension Plan), or any
         material increase in the contingent liability of the Company with
         respect to any post-retirement welfare plan benefit, or any notice that
         any Multiemployer Pension Plan is in reorganization, that increased
         contributions may be required to avoid a reduction in plan benefits or
         the imposition of an excise tax, that any such Pension Plan or
         Multiemployer Pension Plan is or has been funded at a rate less than
         that required under Section 412 of the Code, that any such Pension Plan
         or Multiemployer Pension Plan is or may be terminated, or that any such
         Pension Plan or Multiemployer Pension Plan is or may become insolvent;

                  (d)      any cancellation or change in any insurance
         maintained by the Company or any Subsidiary which cancellation or
         change might reasonably be expected to have a Material Adverse Effect;
         or

                  (e)      any other event (including (i) any violation of any
         Environmental Law or the assertion of any Environmental Claim or (ii)
         the enactment or effectiveness of any law, rule or regulation) which
         might reasonably be expected to have a Material Adverse Effect.

                  10.1.6   Management Reports. Promptly following receipt by the
Company, copies of all detailed management reports submitted to the Company by
independent auditors in connection with each annual or interim audit made by
such auditors of the books of the Company.

                                       40

<PAGE>

                  10.1.7   Projections. As soon as practicable, and in any event
within 45 days after the commencement of each Fiscal Year, financial projections
for the Company and its Subsidiaries for such Fiscal Year prepared in a manner
consistent with the projections delivered by the Company to the Banks prior to
the Closing Date or otherwise in a manner reasonably satisfactory to the
Administrative Agent, accompanied by a certificate of the Chief Financial
Officer or Treasurer of the Company on behalf of the Company to the effect that
(i) such projections were prepared by the Company in good faith, (ii) the
Company has a reasonable basis for the assumptions contained in such projections
and (iii) such projections have been prepared in accordance with such
assumptions.

                  10.1.8   Debt Notices. Promptly following receipt by the
Company or any of its Subsidiaries, copies of any material notices (including
notices of default or acceleration) received from any holder or trustee of,
under or with respect to any Debt of the Company or such Subsidiary.

                  10.1.9   Other Information. Promptly from time to time, such
other information concerning the Company and its Subsidiaries as any Bank or the
Administrative Agent may reasonably request.

         10.2     Books, Records and Inspections. Keep, and cause each
Subsidiary to keep, its books and records in accordance with sound business
practices sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause each Subsidiary to permit, any Bank or
the Administrative Agent or any representative thereof to inspect the properties
and operations of the Company or such Subsidiary; and permit, and cause each
Subsidiary to permit, at any reasonable time and with reasonable notice (or at
any time without notice if an Event of Default exists), any Bank or the
Administrative Agent or any representative thereof to visit any or all of its
offices, to discuss its financial matters with its officers and its independent
auditors (and the Company hereby authorizes such independent auditors to discuss
such financial matters with any Bank or the Administrative Agent or any
representative thereof), and to examine (and, at the expense of the Company or
the applicable Subsidiary, photocopy extracts from) any of its books or other
records. All such inspections or audits by the Administrative Agent if an Event
of Default exists shall be at the Company's expense.

         10.3     Compliance with Laws; Payment of Taxes and Liabilities. (a)
Comply, and cause each Subsidiary to comply, in all material respects with all
applicable laws, rules, regulations, decrees, orders, judgments, licenses and
permits, except where failure to comply could not reasonably be expected to have
a Material Adverse Effect; and (b) pay, and cause each Subsidiary to pay, prior
to delinquency, all taxes and other governmental charges against it or any of
its property, as well as claims of any kind which, if unpaid, might become a
Lien on any of its property; provided that the foregoing shall not require the
Company or any Subsidiary to pay any such tax or charge so long as it shall
contest the validity thereof in good faith by appropriate proceedings and shall
set aside on its books reserves with respect thereto to the extent required by
GAAP.

         10.4     Maintenance of Property; Insurance.

                                       41

<PAGE>

                  (a)      Keep, and cause each Subsidiary to keep, all property
         useful and necessary in the business of the Company or such Subsidiary
         in good working order and condition, ordinary wear and tear excepted.

                  (b)      Maintain, and cause each Subsidiary to maintain, with
         responsible insurance companies, such insurance as may be required by
         any law or governmental regulation or court decree or order applicable
         to it and such other insurance, to such extent and against such hazards
         and liabilities, as is customarily maintained by companies similarly
         situated, but which shall insure against all risks and liabilities of
         the type identified on Schedule 9.17 and shall have insured amounts not
         materially less than, and deductibles not materially higher than, those
         set forth on such schedule; and, upon request of the Administrative
         Agent or any Bank, furnish to the Administrative Agent or such Bank a
         certificate setting forth in reasonable detail the nature and extent of
         all insurance maintained by the Company and its Subsidiaries.

         10.5     Maintenance of Existence, etc. Maintain and preserve, and
(subject to Section 10.11) cause each Subsidiary to maintain and preserve, (a)
its existence and good standing in the jurisdiction of its organization and (b)
its qualification to do business and good standing in each jurisdiction where
the nature of its business makes such qualification necessary (except in those
instances in which the failure to be qualified or in good standing does not have
a Material Adverse Effect).

         10.6     Financial Covenants.

                  10.6.1   Leverage Ratio. Not permit the Leverage Ratio on the
last day of each Fiscal Quarter to be greater than 2.25 to 1.00.

                  10.6.2   Interest Coverage Ratio. Not permit the Interest
Coverage Ratio on the last day of each Fiscal Quarter to be less than 3.50 to
1.00.

                  10.6.3   Minimum Net Worth. Not permit Net Worth as of the
last day of (i) the Fiscal Quarter ending June 30, 2003 to be less than
$215,000,000 and (ii) any subsequent Fiscal Quarter to be less than the sum of
(A) the amount required hereunder for the last day of immediately preceding
Fiscal Quarter plus (B) 50% of the consolidated net income, exclusive of losses,
of the Company and its Subsidiaries for such subsequent Fiscal Quarter.

         10.7     Limitations on Debt. Not, and not permit any Subsidiary to,
create, incur, assume or suffer to exist any Debt, except:

                  (a)      intentionally omitted;

                  (b)      Debt secured by Liens permitted by Section 10.8(d),
         and extensions, renewals and refinancings thereof; provided that the
         aggregate amount of all Debt secured by Liens permitted by Section
         10.8(d) at any time outstanding shall not exceed $20,000,000;

                  (c)      Debt of Guarantor Subsidiaries to the Company;

                                       42

<PAGE>

                  (d)      unsecured Debt of the Company to Subsidiaries;

                  (e)      unsecured subordinated Debt of the Company (other
         than to Subsidiaries) in an aggregate amount not to exceed $200,000,000
         at any time outstanding which has subordination terms, covenants,
         pricing and other terms and conditions which have been approved in
         writing by Administrative Agent in advance of the incurrence thereof,
         which approval shall not be unreasonably withheld so long as (1) such
         Debt matures after all obligations under this Agreement and the other
         Loan Documents have matured and become due and payable in full, (2) the
         subordination terms provide that no payment shall be made on such Debt,
         and no enforcement or collection action shall be taken by the holder of
         such Debt, if any Event of Default exists and is continuing under this
         Agreement and are otherwise consistent with then prevailing
         subordination terms and conditions, (3) the covenants and events of
         default with respect to such Debt are less restrictive than those
         contained in this Agreement and the other Loan Documents and (4) the
         pricing and other terms and conditions of such Debt are consistent with
         then prevailing market terms applicable to Debt of such character and
         type;

                  (f)      other senior unsecured Debt of the Company (other
         than to Subsidiaries) or of any Subsidiary (other than to the Company
         or any Subsidiary) in an aggregate amount not to exceed $10,000,000 at
         any time outstanding on terms and conditions which are approved in
         writing by the Required Banks in advance of the incurrence thereof,
         which approval shall not be unreasonably withheld so long as (1) such
         Debt matures after all obligations under this Agreement and the other
         Loan Documents have matured and become due and payable in full, (2) the
         covenants and events of default with respect to such Debt are not more
         restrictive than those contained in this Agreement and the other Loan
         Documents and (3) the pricing and other terms and conditions of such
         Debt are consistent with then prevailing market terms applicable to
         Debt of such character and type;

                  (g)      Mortgage Debt of the Company (other than to
         Subsidiaries) or of any Subsidiary (other than to the Company or any
         Subsidiary) in an aggregate amount not to exceed $25,000,000 at any
         time outstanding on terms and conditions which are approved in writing
         by Administrative Agent in advance of the incurrence thereof, which
         approval shall not be unreasonably withheld so long as the pricing and
         other terms and conditions of such Debt are consistent with then
         prevailing market terms applicable to Debt of such character and type;

                  (h)      Hedging Obligations incurred for bona fide hedging
         purposes and not for speculation; and

                  (i)      Debt described on Schedule 10.7 and any extension,
         renewal or refinancing thereof so long as the principal amount thereof
         is not increased.

         10.8     Liens. Not, and not permit any Subsidiary to, create or permit
to exist any Lien on any of its real or personal properties, assets or rights of
whatsoever nature (whether now owned or hereafter acquired), except:

                                       43

<PAGE>

                  (a)      Liens for taxes or other governmental charges not at
         the time delinquent or thereafter payable without penalty or being
         contested in good faith by appropriate proceedings and, in each case,
         for which it maintains reserves to the extent required by GAAP;

                  (b)      Liens arising in the ordinary course of business
         (such as (i) Liens of carriers, warehousemen, mechanics and materialmen
         and other similar Liens imposed by law and (ii) Liens incurred in
         connection with worker's compensation, unemployment compensation and
         other types of social security (excluding Liens arising under ERISA) or
         in connection with surety bonds, bids, performance bonds and similar
         obligations) for sums not overdue or being contested in good faith by
         appropriate proceedings and not involving any deposits or advances or
         borrowed money or the deferred purchase price of property or services
         and, in each case, for which it maintains reserves to the extent
         required by GAAP;

                  (c)      Liens described on Schedule 10.8;

                  (d)      subject to the limitation set forth in Section
         10.7(b), (i) Liens arising in connection with Capital Leases (and
         attaching only to the property being leased), (ii) Liens existing on
         property at the time of the acquisition thereof by the Company or any
         Subsidiary (and not created in contemplation of such acquisition) and
         (iii) Liens that constitute purchase money security interests on any
         property securing debt incurred for the purpose of financing all (but
         not greater than the cost thereof) or any part of the cost of acquiring
         such property, provided that any such Lien attaches to such property
         within 60 days of the acquisition thereof and attaches solely to the
         property so acquired;

                  (e)      attachments, levied judgments and other similar Liens
         arising in connection with court proceedings with respect to which no
         Event of Default would exist under Section 12.1.8 or 12.1.9;

                  (f)      easements, rights of way, restrictions, minor defects
         or irregularities in title and other similar Liens not interfering in
         any material respect with the ordinary conduct of the business of the
         Company or any Subsidiary;

                  (g)      subject to the limitations set forth in Section
         10.7(g), Mortgage Liens; and

                  (h)      other Liens, in addition to the Liens listed above,
         provided that the aggregate amount of all Debt or other obligations
         secured thereby at any time outstanding shall not exceed $500,000.

In addition, the Company will not, and will not permit any Subsidiary to, enter
into any document, instrument, agreement or undertaking other than this
Agreement which would prohibit the Company from granting any Lien upon any of
its real or personal properties, assets or rights of whatsoever nature (whether
now owned or hereafter acquired).

         10.9     Operating Leases. Not permit the aggregate amount of all
rental payments under Operating Leases other than those described on Schedule
10.9 made (or scheduled to be made)

                                       44

<PAGE>

by the Company and its Subsidiaries (on a consolidated basis) to exceed
$5,000,000 in any Fiscal Year.

         10.10    Restricted Payments. Not, and not permit any Subsidiary to,
(a) make any dividends or distributions to any of its shareholders (other than
dividends and distributions in the form of its own capital stock) or purchase or
redeem any of its capital stock or other equity interests or any warrants,
options or other related rights, except that (i) any Subsidiary may make
dividends or distributions to the Company or to a Wholly-Owned Subsidiary and
(ii) so long as no Event of Default or Unmatured Event of Default exists or
results therefrom, the Company may make dividends and distributions to its
shareholders and may purchase or redeem its capital stock, other equity
interests, warrants, options and other related rights so long as the aggregate
amount paid in respect of such dividends, distributions, purchases and
redemptions in any Fiscal Year does not exceed $35,000,000 plus the Cumulative
Net Income Available for Distribution as of the date such dividends,
distributions, purchases or redemptions are made, (b) pay any management fees or
similar fees to any of its shareholders or any Affiliate thereof other than
those which arise pursuant to bona fide arm's length transactions in the
ordinary course of business and reasonable and customary directors' fees, (c)
make any redemption, prepayment, defeasance or repurchase of any Debt other than
Debt permitted under Section 10.7(a), 10.7(b), 10.7(c), 10.7(d) or 10.7(h) or
(d) set aside funds for any of the foregoing.

         10.11    Mergers, Consolidations, Acquisitions, Sales. Not, and not
permit any Subsidiary to, be a party to any merger or consolidation, purchase or
acquire all or substantially all of the assets of any other Person, all or
substantially all of any division of any other Person or, except as permitted
under Section 10.19, any stock of any class of, or any partnership or joint
venture interest in, any other Person, or, except in the ordinary course of its
business, sell, transfer, convey or lease all or any substantial part of its
assets, or sell or assign with or without recourse any receivables, except for
(a) any such merger, consolidation, sale, transfer, conveyance, lease or
assignment of or by any Wholly-Owned Subsidiary into the Company or into, with
or to any other Wholly-Owned Subsidiary; (b) any such purchase or other
acquisition by the Company or any Wholly-Owned Subsidiary of the assets or stock
of any Wholly-Owned Subsidiary; (c) any Acquisition by the Company or any
Wholly-Owned Subsidiary where:

                  (1)      immediately before and after giving effect to such
         Acquisition, no Event of Default or Unmatured Event of Default shall
         exist;

                  (2)      the aggregate consideration to be paid by the Company
         and its Subsidiaries (including any Debt assumed or issued in
         connection therewith and the value of all capital stock issued in
         connection therewith, the amount thereof to be calculated in accordance
         with GAAP) in connection with such Acquisition (or any series of
         related Acquisitions) does not exceed $70,000,000 individually and
         $150,000,000 in the aggregate when taking into consideration the
         aggregate purchase price of all other purchases and acquisitions
         consummated after the Closing Date;

                  (3)      not less than five (5) Business Days prior to
         entering into any definitive agreement in connection with such
         Acquisition, the Company shall have delivered to the Administrative
         Agent a reasonably detailed description of such Acquisition, together
         with historical audited or reviewed financial statements of the Person
         to be acquired or from

                                       45

<PAGE>

         whom the assets which are the subject of such Acquisition are to be
         acquired and, without any adjustment to the historical financial
         performance of the Company, such Person or assets, projections of the
         effect of such Acquisition on the Company's financial performance,
         demonstrating to the satisfaction of Administrative Agent that both
         before and after giving effect to such Acquisition, the Company is and
         will be in pro forma compliance with all the financial ratios and
         restrictions set forth in Section 10.6;

                  (4)      in the case of the Acquisition of any Person, the
         Board of Directors, and, if required by applicable law, the
         shareholders of the Company and the Person so acquired have approved
         the acquisition; and

                  (5)      immediately before and after giving effect to such
         Acquisition, the Revolving Outstandings (less any cash on hand and Cash
         Equivalent Investments of the Company) shall not exceed 80% of the
         Revolving Loan Commitments then in effect; and

(d) sales and dispositions of assets (including the stock of Subsidiaries) for
at least fair market value (as determined by the Board of Directors of the
Company for any such sale or disposition outside the ordinary course of
business) so long as the net book value of all assets sold or otherwise disposed
of prior to the fifth anniversary of the Closing Date does not exceed the
remainder of (1) 10% of the net book value of the consolidated tangible assets
of the Company and its Subsidiaries as of the most recently ended Fiscal Quarter
minus (2) the aggregate value of all such sales and dispositions since the
Closing Date.

         10.12    Modification of Documents. Not permit the Certificate or
Articles of Incorporation, By-Laws, other organizational documents or any
documents, instruments or agreements evidencing, securing or governing the terms
of repayment of any Debt of the Company or any Subsidiary or the Tuscola Unit C
Agreement to be amended or modified in any way which might reasonably be
expected to materially adversely affect the interests of the Banks.

         10.13    Use of Proceeds. Use the proceeds of the Loans, and the
Letters of Credit, solely for working capital and for other general corporate
purposes; and not use or permit any proceeds of any Loan to be used, either
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of "purchasing or carrying" any Margin Stock.

         10.14    Further Assurances. Take, and cause each Subsidiary to take,
such actions as are necessary or as the Administrative Agent or the Required
Banks may reasonably request from time to time to ensure that the obligations of
the Company hereunder and under the Loan Documents are guaranteed, by causing
the execution and delivery to the Administrative Agent of (a) a counterpart of
the Guaranty executed by all Subsidiaries (including, promptly upon the
acquisition or creation thereof, each Subsidiary acquired or created after the
date hereof) other than Subsidiaries who collectively own less than 5% of the
consolidated tangible assets of the Company and its Subsidiaries as determined
in accordance with GAAP and (b) concurrently with such execution of a
counterpart of the Guaranty by any Subsidiary (1) copies of the articles of
incorporation and by-laws of such Subsidiary and resolutions of the board of
directors (or similar governing body) of such Subsidiary authorizing the
execution and delivery of the Guaranty, certified, in each case, by a duly
authorized officer of such Subsidiary and (2) an opinion of

                                       46

<PAGE>

counsel (which may be the Company's general counsel) substantially in the form
of Exhibit E, with appropriate insertions, pertaining to such Subsidiary and its
execution of a counterpart of the Guaranty.

         10.15    Transactions with Affiliates. Not, and not permit any
Subsidiary to, enter into, or cause, suffer or permit to exist any transaction,
arrangement or contract with any of its other Affiliates (other than the Company
and its Subsidiaries) which is on terms which are less favorable than are
obtainable from any Person which is not one of its Affiliates.

         10.16    Employee Benefit Plans. Maintain, and cause each Subsidiary to
maintain, each Pension Plan in substantial compliance with all applicable
requirements of law and regulations.

         10.17    Environmental Matters. (a) If any Release or Disposal of
Hazardous Substances shall occur or shall have occurred on any real property or
any other assets of the Company or any Subsidiary, the Company shall, or shall
cause the applicable Subsidiary to, cause the prompt containment and removal of
such Hazardous Substances and the remediation of such real property or other
assets as necessary to comply with all Environmental Laws and to preserve the
value of such real property or other assets. Without limiting the generality of
the foregoing, the Company shall, and shall cause each Subsidiary to, comply
with any valid Federal or state judicial or administrative order requiring the
performance at any real property of the Company or any Subsidiary of activities
in response to the Release or threatened Release of a Hazardous Substance.

         (b)      To the extent that the transportation of "hazardous waste" as
defined by RCRA is permitted by this Agreement, the Company shall, and shall
cause its Subsidiaries to, dispose of such hazardous waste only at licensed
disposal facilities operating in compliance with Environmental Laws.

         10.18    Inconsistent Agreements. Not, and not permit any Subsidiary
to, enter into any agreement containing any provision which would (a) be
violated or breached by any borrowing by the Company hereunder or by the
performance by the Company or any Subsidiary of any of its obligations hereunder
or under any other Loan Document or restrict the Company or any Subsidiary from
granting any Lien upon any of its real or personal properties, assets or rights
of whatsoever nature (whether now owned or hereafter acquired) to secure its
obligations hereunder or any other Loan Document or (b) create or permit to
exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (i) pay dividends or make other distributions to the Company or
any other applicable Subsidiary, or pay any Debt owed to the Company or any
other Subsidiary, (ii) make loans or advances to the Company or (iii) transfer
any of its assets or properties to the Company.

         10.19    Investments. Not, and not permit any Subsidiary to, make or
permit to exist any Investment in any other Person, except (without duplication)
the following:

                  (a)      contributions by the Company to the capital of any of
         its Guarantor Subsidiaries, or by any such Guarantor Subsidiary to the
         capital of any of its Guarantor Subsidiaries;

                                       47

<PAGE>

                  (b)      in the ordinary course of business, Investments by
         the Company in any Guarantor Subsidiary or by any Subsidiary in the
         Company, by way of intercompany loans, advances or guaranties, all to
         the extent permitted by Section 10.7;

                  (c)      Suretyship Liabilities permitted by Section 10.7;

                  (d)      Cash Equivalent Investments;

                  (e)      demand, time or certificates of deposit in, or issued
         by, any bank in the ordinary course of business, provided that the
         aggregate amount of all such deposits which are maintained with any
         bank located in the United States other than a Bank shall not exceed
         $500,000, excluding such amounts as are inadvertently remitted to a
         bank other than a Bank by any customer of the Company or any Subsidiary
         despite payment directions to the contrary given to such customer so
         long as such remittances promptly after receipt are deposited with a
         Bank;

                  (f)      Investments in securities of account debtors received
         pursuant to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of such account debtors;

                  (g)      Investments to consummate Acquisitions permitted by
         Section 10.11;

                  (h)      Investments listed on Schedule 10.19; and

                  (i)      other Investments, in addition to the Investments
         listed above, in an aggregate amount not in excess of 10% of the
         consolidated tangible assets of the Company and its Subsidiaries as
         determined in accordance with GAAP;

provided that (x) any Investment which when made complies with the requirements
of the definition of the term "Cash Equivalent Investment" may continue to be
held notwithstanding that such Investment if made thereafter would not comply
with such requirements; (y) no Investment otherwise permitted by clause (b),
(c), or (g) shall be permitted to be made if, immediately before or after giving
effect thereto, any Event of Default or Unmatured Event of Default exists.

         10.20    Fiscal Year. Not change its Fiscal Year.

                                   SECTION 11
                   EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

         The obligation of each Bank to make its Loans and of the Issuing Bank
to issue Letters of Credit is subject to the following conditions precedent:

         11.1     Initial Credit Extension. The obligation of the Banks to make
the initial Loans and the obligation of the Issuing Bank to issue its initial
Letter of Credit (whichever first occurs) is, in addition to the conditions
precedent specified in Section 11.2, subject to the conditions precedent that
the Administrative Agent shall have received all of the following, each duly

                                       48

<PAGE>

executed and dated the Closing Date (or such earlier date as shall be
satisfactory to the Administrative Agent), in form and substance satisfactory to
the Administrative Agent:

                  11.1.1   Loan Documents. Each Loan Document.

                  11.1.2   Constitutive Documents. Copies, certified by the
secretary or assistant secretary of each Loan Party, of:

                  (a)      the articles of incorporation and by-laws of such
         Loan Party as amended to date; and

                  (b)      resolutions of the Board of Directors of each Loan
         Party authorizing the execution, delivery and performance by such Loan
         Party of this Agreement, the Notes and the other Loan Documents to
         which such Loan Party is a party;

together with a certification by such secretary or assistant secretary of the
names of the officer or officers of such Loan Party authorized to sign the Loan
Documents to which such Loan Party is a party, together with a sample of the
true signature of each such officer (it being understood that the Administrative
Agent and each Bank may conclusively rely on each such certificate until
formally advised by a like certificate of any changes therein).

                  11.1.3   Consents, etc. Certified copies of all documents
evidencing any necessary corporate or partnership action, consents and
governmental approvals (if any) required for the execution, delivery and
performance by the Company and each other Loan Party of this Agreement, the
Notes and the other Loan Documents.

                  11.1.4   Guaranty. A counterpart of the Guaranty executed by
each Subsidiary of the Company required to execute the Guaranty under Section
10.14.

                  11.1.5   Opinions of Counsel. The opinion of Neal Gerber &
Eisenberg substantially in the form of Exhibit E.

                  11.1.6   Intentionally Omitted.

                  11.1.7   Intentionally Omitted.

                  11.1.8   Payment of Fees. Evidence of payment by the Company
of all accrued and unpaid fees, costs and expenses to the extent then due and
payable on the Closing Date, together with all Attorney Costs of the
Administrative Agent to the extent invoiced prior to the Closing Date, plus such
additional amounts of Attorney Costs as shall constitute the Administrative
Agent's reasonable estimate of Attorney Costs incurred or to be incurred by the
Administrative Agent through the closing proceedings (provided that such
estimate shall not thereafter preclude final settling of accounts between the
Company and the Administrative Agent).

                  11.1.9   Solvency Certificate. A Solvency Certificate,
substantially in the form of Exhibit G, executed by the Chief Financial Officer
or Treasurer of the Company.

                                       49

<PAGE>

                  11.1.10  Closing Certificate. A certificate signed by the
Chief Financial Officer or Treasurer of the Company dated as of the Closing Date
affirming the matters set forth in Section 11.2.1 as of the Closing Date.

                  11.1.11  Other. Such other documents as the Administrative
Agent or any Bank may reasonably request.

         11.2     Conditions. The obligation (a) of each Bank to make each Loan
and (b) of the Issuing Bank to issue each Letter of Credit is subject to the
following further conditions precedent that:

                  11.2.1   Compliance with Warranties, No Default, etc. Both
before and after giving effect to any borrowing and the issuance of any Letter
of Credit, the following statements shall be true and correct:

                  (a)      the representations and warranties of the Company and
         each Subsidiary set forth in this Agreement and the other Loan
         Documents shall be true and correct in all material respects with the
         same effect as if then made (except to the extent stated to relate to a
         specific earlier date, in which case such representations and
         warranties shall be true and correct as of such earlier date, and
         except to the extent changed by circumstances permitted by the terms of
         this Agreement); and

                  (b)      no Event of Default or Unmatured Event of Default
         shall have then occurred and be continuing.

                  11.2.2   Confirmatory Certificate. If requested by the
Administrative Agent or any Bank, the Administrative Agent shall have received
(in sufficient counterparts to provide one to each Bank) a certificate dated the
date of such requested Loan or Letter of Credit and signed by a duly authorized
representative of the Company as to the matters set out in Section 11.2.1 (it
being understood that each request by the Company for the making of a Loan or
the issuance of a Letter of Credit shall be deemed to constitute a warranty by
the Company that the conditions precedent set forth in Section 11.2.1 will be
satisfied at the time of the making of such Loan or the issuance of such Letter
of Credit), together with such other documents as the Administrative Agent or
any Bank may reasonably request in support thereof.

                  11.2.3   No Legal Impediment. No change shall have occurred in
any law or regulations thereunder or interpretations thereof that in the
reasonable opinion of any Bank would make it illegal for such Bank to make such
Loan or to participate in the issuance, extension or renewal of such Letter of
Credit or in the reasonable opinion of the Administrative Agent would make it
illegal for the Issuing Bank to issue, extend or renew such Letter of Credit.

                                   SECTION 12
                       EVENTS OF DEFAULT AND THEIR EFFECT

         12.1     Events of Default. Each of the following shall constitute an
Event of Default under this Agreement:

                                       50

<PAGE>

                  12.1.1   Non-Payment of the Loans, etc. Default in the payment
when due of the principal of any Loan; or default, and continuance thereof for
five days, in the payment when due of interest on any Loan or of any fee,
reimbursement obligation with respect to any Letter of Credit or other amount
payable by the Company hereunder or under any other Loan Document.

                  12.1.2   Non-Payment of Other Debt. Any default shall occur
under the terms applicable to any Debt of the Company or any Subsidiary in an
aggregate amount (for all such Debt so affected) exceeding $10,000,000 and such
default shall (a) consist of the failure to pay such Debt when due, whether by
acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit
the holder or holders thereof, or any trustee or agent for such holder or
holders, to cause such Debt to become due and payable (or require the Company or
any Subsidiary to purchase or redeem such Debt) prior to its expressed maturity.

                  12.1.3   Other Material Obligations. Default (after giving
effect to any applicable requirement of notice and/or grace) in the payment when
due, or in the performance or observance of, any material obligation of, or
condition agreed to by, the Company or any Subsidiary with respect to any
material purchase or lease of goods or services where such default, singly or in
the aggregate with all other such defaults, might reasonably be expected to have
a Material Adverse Effect; provided, however, that the foregoing shall not
constitute an Event of Default hereunder so long as the Company or such
Subsidiary is contesting such default in good faith by appropriate proceedings
diligently conducted and has set aside on its books reserves with respect
thereto to the extent required by GAAP.

                  12.1.4   Bankruptcy, Insolvency, etc. The Company or any
Subsidiary becomes insolvent or generally fails to pay, or admits in writing its
inability or refusal to pay, debts as they become due; or the Company or any
Subsidiary applies for, consents to, or acquiesces in the appointment of a
trustee, receiver or other custodian for the Company or such Subsidiary or any
property thereof, or makes a general assignment for the benefit of creditors;
or, in the absence of such application, consent or acquiescence, a trustee,
receiver or other custodian is appointed for the Company or any Subsidiary or
for a substantial part of the property of any thereof and is not discharged
within 45 days; or any bankruptcy, reorganization, debt arrangement, or other
case or proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is commenced in respect of the Company or any
Subsidiary, and if such case or proceeding is not commenced by the Company or
such Subsidiary, it is consented to or acquiesced in by the Company or such
Subsidiary, or remains for 45 days undismissed; or the Company or any Subsidiary
takes any action to authorize, or in furtherance of, any of the foregoing.

                  12.1.5   Non-Compliance with Loan Documents. (a) Failure by
the Company to comply with or to perform any covenant set forth in Sections
10.1.5(a), 10.6, 10.7, 10.8, 10.10, 10.11, 10.13, 10.19, or 10.20 except to the
extent of any failure to comply with Section 10.19 due to demand, time or
certificates of deposit in, or issued by, any bank in the ordinary course of
business in excess of $500,000 so long as any such excess does not exist for
more than thirty (30) days; or (b) failure by the Company to comply with or to
perform any other provision of this Agreement or any other Loan Document (and
not constituting an Event of Default under any other provision of this Section
12) and continuance of such failure described in this clause (b) for thirty (30)
days after the Company knows, or should have known, of such failure.

                                       51

<PAGE>

                  12.1.6   Representation and Warranties. Any representation and
warranty made by the Company or any Subsidiary herein or any other Loan Document
is breached or is false or misleading in any material respect, or any schedule,
certificate, financial statement, report, notice or other writing furnished by
the Company or any Subsidiary to any Agent or any Bank in connection herewith is
false or misleading in any material respect on the date as of which the facts
therein set forth are stated or certified or deemed to have been stated or
certified.

                  12.1.7   Pension Plans. (a) Institution of any steps by the
Company or any other Person to terminate a Pension Plan if as a result of such
termination the Company could be required to make a contribution to such Pension
Plan, or could incur a liability or obligation to such Pension Plan, in excess
of $5,000,000; (b) a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (c)
there shall occur any withdrawal or partial withdrawal from a Multiemployer
Pension Plan and the withdrawal liability (without unaccrued interest) to
Multiemployer Pension Plans as a result of such withdrawal (including any
outstanding withdrawal liability that the Company and the Controlled Group have
incurred on the date of such withdrawal) exceeds $5,000,000.

                  12.1.8   Judgments. Final judgments which exceed an aggregate
of $5,000,000 shall be rendered against the Company or any Subsidiary, excluding
judgments (a) for which there is full insurance (subject to reasonable and
customary deductibles) and with respect to which the insurer has assumed
responsibility in writing, (b) for which there is full indemnification (upon
terms and by creditworthy indemnitors which are satisfactory to Administrative
Agent), (c) which have been paid, discharged or vacated or (d) which have been
in force for a period of time not to exceed the applicable period for filing an
appeal, which have been effectively stayed by the time required by the rules
applicable to the court rendering such judgments or in respect of which the
Company or such Subsidiary shall at the time in good faith be prosecuting an
appeal or proceeding for review, so long as neither execution nor attachment has
been levied thereunder or (e) covered under Section 12.1.9.

                  12.1.9   Intentionally Omitted.

                  12.1.10  Invalidity of Guaranty, etc. The Guaranty shall cease
to be in full force and effect with respect to any Guarantor Subsidiary; or any
Guarantor Subsidiary (or any Person by, through or on behalf of such Subsidiary)
shall contest in any manner the validity, binding nature or enforceability of
the Guaranty with respect to such Guarantor Subsidiary.

                  12.1.11  Change of Control. (a) Any Person or group of Persons
(within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934,
as amended), shall acquire beneficial ownership (within the meaning of Rule
13d-3 promulgated under such Act) of more than 30% of the outstanding securities
(on a fully diluted basis and taking into account any securities or contract
rights exercisable, exchangeable or convertible into equity securities) of the
Company having voting rights in the election of directors under normal
circumstances; or (b) during any 12 month period, individuals who are members of
the Board of Directors of the Company at the beginning of such period shall
cease for any reason to constitute a majority of the Board of Directors of the
Company, other than due to expiration of term of service, death, disability,
previously established mandatory retirement or resignation due to reasons other
than those as a result of or in anticipation of circumstances described in the
preceding clause (a).

                                       52

<PAGE>

                  12.1.12  Injunctions. The Company or any of its Subsidiaries
shall be enjoined, restrained or in any way prevented by a order of any court or
administrative or regulatory agency from using any material patent, trademark,
copyright or other intellectual property in a manner consistent with past
practice if the effect of such order might reasonably be expected to have a
Material Adverse Effect, unless the Company or such Subsidiary shall at the time
in good faith be prosecuting an appeal or proceeding for review and in respect
of which a stay of such order shall have been obtained pending such appeal or
review.

                  12.1.13  Work Stoppages. There shall occur any strike,
lockout, labor dispute, embargo, condemnation, act of God or public enemy, or
other casualty, which in any such case causes, for more than fifteen (15)
consecutive days, the cessation or substantial curtailment of revenue producing
activities at any facility of the Company or any of its Subsidiaries if such
event or circumstance is not covered by business interruption insurance and
might reasonably be expected to have a Material Adverse Effect.

                  12.1.14  Loss of Licenses or Permits. There shall occur the
loss, suspension or revocation of, or failure to renew, any license or permit
now held or hereafter acquired by the Company or any of its Subsidiaries if such
loss, suspension, revocation or failure to renew might reasonably be expected to
have a Material Adverse Effect.

                  12.1.15  Forfeitures. The Company or any of its Subsidiaries
shall have been convicted for a state or federal crime, a punishment for which
includes the forfeiture of any assets of the Company or such Subsidiary having a
fair market value in excess of $5,000,000.

                  12.1.16  Cancellation, Invalidity of Loan Documents. The
cancellation, termination, revocation or rescission of the Loan Documents
otherwise than in accordance with the terms thereof or with the express prior
written agreement, consent or approval of the Banks, or the commencement of any
action at law, suit or in equity or other legal proceeding by or on behalf of
the Company or any Loan Party or any of their respective stockholders, to
cancel, revoke or rescind any of the Loan Documents , or the determination by
any court or any other governmental or regulatory authority or agency of
competent jurisdiction that any one or more of the Loan Documents is illegal,
invalid or unenforceable in accordance with the terms thereof

         12.2     Effect of Event of Default. If any Event of Default described
in Section 12.1.4 shall occur, the Revolving Loan Commitments (if they have not
theretofore terminated) shall immediately terminate and the Loans and all other
obligations hereunder shall become immediately due and payable and the Company
shall immediately Cash Collateralize all Letters of Credit, all without
presentment, demand, protest or notice of any kind; and, if any other Event of
Default shall occur and be continuing, the Administrative Agent (upon written
request of the Required Banks) shall declare the Revolving Loan Commitments (if
they have not theretofore terminated) to be terminated and/or declare all Loans
and all other obligations hereunder to be due and payable and/or demand that the
Company immediately Cash Collateralize all Letters of Credit, whereupon the
Revolving Loan Commitments (if they have not theretofore terminated) shall
immediately terminate and/or all Loans and all other obligations hereunder shall
become immediately due and payable and/or the Company shall immediately Cash
Collateralize all Letters of Credit, all without presentment, demand, protest or
notice of any kind. The Administrative Agent shall promptly advise the Company
of any such declaration, but failure to

                                       53

<PAGE>

do so shall not impair the effect of such declaration. Notwithstanding the
foregoing, the effect as an Event of Default of any event described in Section
12.1.1 or Section 12.1.4 may be waived by the written concurrence of all of the
Banks, and the effect as an Event of Default of any other event described in
this Section 12 may be waived by the written concurrence of the Required Banks.
Any cash collateral delivered hereunder shall be held by the Administrative
Agent (without liability for interest thereon) and applied to obligations
arising in connection with any drawing under a Letter of Credit. After the
expiration or termination of all Letters of Credit, such cash collateral shall
be applied by the Administrative Agent to any remaining obligations hereunder
and any excess, together with all earnings thereon, if any, shall be delivered
to the Company or as a court of competent jurisdiction may direct. No
termination of the Revolving Loan Commitments pursuant to this paragraph shall
relieve the Company or any of its Subsidiaries of any of the obligations arising
or incurred under this Agreement, any Letter of Credit or any other Loan
Document.

                                   SECTION 13
                                   THE AGENTS

         13.1     Appointment and Authorization. (a) Each Bank hereby
irrevocably (subject to Section 13.9) appoints, designates and authorizes the
Agents to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, no Agent shall have any duty or
responsibility except those expressly set forth herein, nor shall any Agent have
or be deemed to have any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist
against any Agent.

         (b)      The Issuing Bank shall act on behalf of the Banks with respect
to any Letters of Credit issued by it and the documents associated therewith.
The Issuing Bank shall have all of the benefits and immunities (i) provided to
the Agents in this Section 13 with respect to any acts taken or omissions
suffered by the Issuing Bank in connection with Letters of Credit issued by it
or proposed to be issued by it and the applications and agreements for letters
of credit pertaining to such Letters of Credit as fully as if the term "Agent",
as used in this Section 13, included the Issuing Bank with respect to such acts
or omissions and (ii) as additionally provided in this Agreement with respect to
the Issuing Bank.

         13.2     Delegation of Duties. Each Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

         13.3     Liability of Agents. Neither any Agent nor any of its
directors, officers, employees or other Person assisting them in their duties
nor any employee or agent thereof shall (i) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby

                                       54

<PAGE>

(except for its own gross negligence or willful misconduct), or (ii) be
responsible in any manner to any of the Banks for any recital, statement,
representation or warranty made by the Company or any Subsidiary or Affiliate of
the Company, or any officer thereof, contained in this Agreement or in any other
Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by any Agent under or in connection
with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of the Company or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent shall be
under any obligation to any Bank to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Company or any of the Company's Subsidiaries or Affiliates.

         13.4     Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Company), independent accountants and other experts selected by such
Agent. Each Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Banks as it deems appropriate
and, if it so requests, confirmation from the Banks of their obligation to
indemnify such Agent against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. Each
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Banks and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Banks.

         13.5     Notice of Default. Each Bank hereby agrees that, upon learning
of the existence of an Event of Default, it shall promptly notify the
Administrative Agent. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default or Unmatured Event
of Default except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Banks, unless the Administrative Agent shall have received written notice from a
Bank or the Company referring to this Agreement, describing such Event of
Default or Unmatured Event of Default and stating that such notice is a "notice
of default". The Administrative Agent will notify the Banks of its receipt of
any such notice. The Administrative Agent shall take such action with respect to
such Event of Default or Unmatured Event of Default as may be requested by the
Required Banks in accordance with Section 12; provided that unless and until the
Administrative Agent has received any such request, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Event of Default or Unmatured Event of Default as
it shall deem advisable or in the best interest of the Banks.

         13.6     Credit Decision. Each Bank acknowledges that the Agents have
not made any representation or warranty to it, and that no act by the Agents
hereafter taken, including any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any

                                       55

<PAGE>

representation or warranty by any Agent to any Bank. Each Bank represents to the
Agents that it has, independently and without reliance upon the Agents and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company and
its Subsidiaries, and made its own decision to enter into this Agreement and to
extend credit to the Company hereunder. Each Bank also represents that it will,
independently and without reliance upon the Agents and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by the Administrative
Agent, no Agent shall have any duty or responsibility to provide any Bank with
any credit or other information concerning the business, prospects, operations,
property, financial or other condition or creditworthiness of the Company which
may come into the possession of such Agent.

         13.7     Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand the Agent and its
directors, officers, employees and any other Person assisting them in their
duties or any employee or agent thereof (to the extent not reimbursed by or on
behalf of the Company and without limiting the obligation of the Company to do
so), pro rata, from and against any and all Indemnified Liabilities; provided
that no Bank shall be liable for any payment to any such Person of any portion
of the Indemnified Liabilities resulting from such Person's gross negligence or
willful misconduct. Without limitation of the foregoing, each Bank shall
reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Company. The undertaking in
this Section shall survive repayment of the Loans, cancellation of the Notes,
expiration or termination of the Letters of Credit, termination of this
Agreement and the resignation or replacement of the Agent.

         13.8     Agents in Individual Capacity. LaSalle, National City and
their respective Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with the Company and its Subsidiaries and Affiliates as though LaSalle
was not the Administrative Agent or the Issuing Bank hereunder, National City
was not the Syndication Agent hereunder and without notice to or consent of the
Banks. The Banks acknowledge that, pursuant to such activities, LaSalle,
National City and their respective Affiliates may receive information regarding
the Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such Affiliate) and
acknowledge that no Agent shall be under any obligation to provide such
information to them. With respect to their Loans (if any), LaSalle, National
City and their respective Affiliates shall have the same rights and powers under
this Agreement as any other

                                       56

<PAGE>

Bank and may exercise the same as though LaSalle was not the Administrative
Agent and the Issuing Bank, National City was not the Syndication Agent, and the
terms "Bank" and "Banks" include LaSalle, National City and their respective
Affiliates, to the extent applicable, in their individual capacities.

         13.9     Successor Agents. Any Agent may resign as an Agent upon 30
days' notice to the Banks. If an Agent resigns under this Agreement, the
Required Banks shall, with (so long as no Event of Default exists) the consent
of the Company (which shall not be unreasonably withheld or delayed), appoint
from among the Banks a successor agent for the Banks. If no successor agent is
appointed prior to the effective date of the resignation of an Agent, such Agent
may appoint, after consulting with the Banks and the Company, a successor agent
from among the Banks. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the terms "Administrative Agent," "Syndication
Agent" and "Agent," as applicable, shall mean such successor agent, and the
retiring Agent's appointment, powers and duties as an Agent shall be terminated.
After any retiring Agent's resignation hereunder as an Agent, the provisions of
this Section 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent under this
Agreement. If no successor agent has accepted appointment as an Agent by the
date which is 30 days following a retiring Agent's notice of resignation, the
retiring Agent's resignation shall nevertheless thereupon become effective and
the Banks shall perform all of the duties of the retiring Agent hereunder until
such time, if any, as the Required Banks appoint a successor agent as provided
for above.

         13.10    Syndication Agent. There shall be no rights, obligations or
liabilities afforded to or imposed upon the Syndication Agent by virtue of its
status as such.

                                   SECTION 14
                                     GENERAL

         14.1     Waiver; Amendments. No delay on the part of any Agent or any
Bank in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any of them of any right,
power or remedy preclude other or further exercise thereof, or the exercise of
any other right, power or remedy. No amendment, modification or waiver of, or
consent with respect to, any provision of this Agreement or the Notes shall in
any event be effective unless the same shall be in writing and signed and
delivered by the Required Banks, and then any such amendment, modification,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No amendment, modification, waiver or consent
shall change the Pro Rata Share of any Bank without the consent of such Bank. No
amendment, modification, waiver or consent shall (i) increase the Revolving Loan
Commitments except as contemplated by Section 2.7 as in effect on the date of
this Agreement, (ii) extend the date for payment of any principal of or any
interest on the Loans or any fees payable hereunder, (iii) reduce the principal
amount of any Loan, the rate of interest thereon or any fees payable hereunder,
(iv) release the Guaranty, (v) alter the definition of "Required Banks" or "Pro
Rata Share," (vi) amend this Section 14.1 or (vii) consent to any assignment or
transfer by the Company or any of its Subsidiaries of any of its rights and
obligations under this Agreement or any of the other Loan Documents without, in
each case, the consent of all Banks (which consent shall not be unreasonably
withheld in the case of a request for consent to a

                                       57

<PAGE>

Renewal Option). Notwithstanding the foregoing, the Required Banks may waive,
compromise or extend the date for payment of any mandatory prepayment under
Section 6.2.2. No provision of Section 13 or other provision of this Agreement
affecting any Agent in its capacity as such shall be amended, modified or waived
without the consent of such Agent. No provision of this Agreement relating to
the rights or duties of the Issuing Bank in its capacity as such shall be
amended, modified or waived without the consent of the Issuing Bank. No
amendment, modification, waiver or consent shall amend, modify, terminate or
waive any provision hereof relating to the Swing Line Sublimit or the Swing Line
Loans without the consent of the Swing Line Bank.

         14.2     Confirmations. The Company and each holder of a Note agree
from time to time, upon written request received by it from the other, to
confirm to the other in writing (with a copy of each such confirmation to the
Administrative Agent) the aggregate unpaid principal amount of the Loans then
outstanding under such Note.

         14.3     Notices. Except as otherwise provided in Sections 2.2.2 and
2.2.3, all notices hereunder shall be in writing (including facsimile
transmission) and shall be sent to the applicable party at its address shown on
Schedule 14.3 or at such other address as such party may, by written notice
received by the other parties, have designated as its address for such purpose.
Notices sent by facsimile transmission shall be deemed to have been given when
sent; notices sent by mail shall be deemed to have been given three Business
Days after the date when sent by registered or certified mail, postage prepaid;
and notices sent by hand delivery or overnight courier service shall be deemed
to have been given when received. For purposes of Sections 2.2.2 and 2.2.3, the
Administrative Agent shall be entitled to rely on telephonic instructions from
any person that the Administrative Agent in good faith believes is an authorized
officer or employee of the Company, and the Company shall hold the
Administrative Agent and each other Bank harmless from any loss, cost or expense
resulting from any such reliance.

         14.4     Computations. Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
consolidation or other accounting computation is required to be made, for the
purpose of this Agreement and the other Loan Documents, such determination or
calculation shall, to the extent applicable and except as otherwise specified in
this Agreement, be made in accordance with GAAP, consistently applied; provided
that if the Company notifies the Administrative Agent that the Company wishes to
amend any covenant in Section 10 to eliminate or to not take into account the
effect of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Company that the Required Banks wish to amend
Section 10 for such purpose), then the Company's compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Company and the
Required Banks.

         14.5     Regulation U. Each Bank represents that it in good faith is
not relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in
this Agreement.

                                       58

<PAGE>

         14.6     Costs, Expenses and Taxes. The Company agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent
(including Attorney Costs) in connection with the preparation, execution,
syndication, delivery and administration of this Agreement, the other Loan
Documents and all other documents provided for herein or delivered or to be
delivered hereunder or in connection herewith (including any amendment,
supplement or waiver to any Loan Document), and all reasonable out-of-pocket
costs and expenses (including Attorney Costs) incurred by the Administrative
Agent and each Bank after an Event of Default in connection with the enforcement
of this Agreement, the other Loan Documents or any such other documents. In
addition, the Company agrees to pay, and to save the Agents and the Banks
harmless from all liability for, (a) any stamp or other taxes (excluding income
taxes and franchise taxes based on the Agents' or Banks' net income) which may
be payable in connection with the execution and delivery of this Agreement, the
borrowings hereunder, the issuance of the Notes, the issuance of any Letters of
Credit or the execution and delivery of any other Loan Document or any other
document provided for herein or delivered or to be delivered hereunder or in
connection herewith and (b) any fees of the Company's auditors in connection
with any reasonable exercise by the Administrative Agent and the Banks of their
rights pursuant to Section 10.2. All obligations provided for in this Section
14.6 shall survive repayment of the Loans, cancellation of the Notes, expiration
or termination of the Letters of Credit and termination of this Agreement.

         14.7     Subsidiary References. The provisions of this Agreement
relating to Subsidiaries shall apply only during such times as the Company has
one or more Subsidiaries.

         14.8     Captions. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

         14.9     Assignments; Participations.

                  14.9.1   Assignments. Any Bank may, with the prior written
consents of the Issuing Bank and the Administrative Agent and (so long as no
Event of Default exists) the Company (which consents shall not be unreasonably
delayed or withheld and, in any event, shall not be required for an assignment
by a Bank to one of its Affiliates), at any time assign and delegate to one or
more commercial banks or other Persons (any Person to whom such an assignment
and delegation is to be made being herein called an "Assignee") all or any
fraction of such Bank's Loans and Revolving Loan Commitment (which assignment
and delegation shall be of a constant, and not a varying, percentage of all the
assigning Bank's Loans and Revolving Loan Commitment) in a minimum aggregate
amount equal to $5,000,000; provided that (a) no assignment and delegation may
be made to any Person if, at the time of such assignment and delegation, the
Company would be obligated to pay any greater amount under Section 7.6 or
Section 8 to the Assignee than the Company is then obligated to pay to the
assigning Bank under such Sections (and if any assignment is made in violation
of the foregoing, the Company will not be required to pay the incremental
amounts) and (b) the Company and the Administrative Agent shall be entitled to
continue to deal solely and directly with such Bank in connection with the
interests so assigned and delegated to an Assignee until the date when all of
the following conditions shall have been met:

                                       59

<PAGE>

                  (x)      five Business Days (or such lesser period of time as
         the Administrative Agent and the assigning Bank shall agree) shall have
         passed after written notice of such assignment and delegation, together
         with payment instructions, addresses and related information with
         respect to such Assignee, shall have been given to the Company and the
         Administrative Agent by such assigning Bank and the Assignee,

                  (y)      the assigning Bank and the Assignee shall have
         executed and delivered to the Company and the Administrative Agent an
         assignment agreement substantially in the form of Exhibit F (an
         "Assignment Agreement"), together with any documents required to be
         delivered thereunder, which Assignment Agreement shall have been
         accepted by the Administrative Agent, and

                  (z)      except in the case of an assignment by a Bank to one
         of its Affiliates, the assigning Bank or the Assignee shall have paid
         the Administrative Agent a processing fee of $3,500.

From and after the date on which the conditions described above have been met,
(x) such Assignee shall be deemed automatically to have become a party hereto
and, to the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee pursuant to such Assignment Agreement, shall have the
rights and obligations of a "Bank" hereunder and (y) the assigning Bank, to the
extent that rights and obligations hereunder have been assigned and delegated by
it pursuant to such Assignment Agreement, shall be released from its obligations
hereunder. Within five Business Days after effectiveness of any assignment and
delegation, the Company shall execute and deliver to the Administrative Agent
(for delivery to the Assignee and the Assignor, as applicable) a new Revolving
Note in the principal amount of the Assignee's Pro Rata Share of the Revolving
Loan Commitment, and, if the assigning Bank has retained a Revolving Loan
Commitment hereunder, a replacement Revolving Note in the principal amount of
the Pro Rata Share of the Revolving Loan Commitment retained by the assigning
Bank (such Revolving Note to be in exchange for, but not in payment of, the
predecessor Notes held by such assigning Bank). Each such Revolving Note shall
be dated the effective date of such assignment. The assigning Bank shall mark
each predecessor Revolving Note "exchanged" and deliver it to the Company.
Accrued interest on that part of the predecessor Revolving Note being assigned
shall be paid as provided in the Assignment Agreement. Accrued interest and fees
on that part of the predecessor Revolving Note not being assigned shall be paid
to the assigning Bank. Accrued interest and accrued fees shall be paid at the
same time or times provided in the predecessor Revolving Note and in this
Agreement. Any attempted assignment and delegation not made in accordance with
this Section 14.9.1 shall be null and void.

         Notwithstanding the foregoing provisions of this Section 14.9.1 or any
other provision of this Agreement, any Bank may at any time assign all or any
portion of its Loans and its Notes to a Federal Reserve Bank (but no such
assignment shall release any Bank from any of its obligations hereunder).

                  14.9.2   Participations. Any Bank may, with the prior written
consent of the Company (which consent (i) shall not be required if any Event of
Default exists or for a sale of a participating interest by a Bank to one of its
Affiliates and (ii) shall not be unreasonably delayed

                                       60

<PAGE>

or withheld), at any time sell to one or more commercial banks or other Persons
participating interests in any Loan owing to such Bank, the Revolving Note held
by such Bank, the Revolving Loan Commitment of such Bank, the direct or
participation interest of such Bank in any Letter of Credit or any other
interest of such Bank hereunder (any Person purchasing any such participating
interest being herein called a "Participant"). In the event of a sale by a Bank
of a participating interest to a Participant, (x) such Bank shall remain the
holder of its Notes for all purposes of this Agreement, (y) the Company and the
Administrative Agent shall continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations hereunder and (z) all
amounts payable by the Company shall be determined as if such Bank had not sold
such participation and shall be paid directly to such Bank. No Participant shall
have any direct or indirect voting rights hereunder except with respect to any
of the events described in the fourth sentence of Section 14.1. Each Bank agrees
to incorporate the requirements of the preceding sentence into each
participation agreement which such Bank enters into with any Participant. The
Company agrees that if amounts outstanding under this Agreement and the Notes
are due and payable (as a result of acceleration or otherwise), each Participant
shall be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement, any Note and with respect to any
Letter of Credit to the same extent as if the amount of its participating
interest were owing directly to it as a Bank under this Agreement or such Notes;
provided that such right of setoff shall be subject to the obligation of each
Participant to share with the Banks, and the Banks agree to share with each
Participant, as provided in Section 7.5. The Company also agrees that each
Participant shall be entitled to the benefits of Section 7.6 and Section 8 as if
it were a Bank (provided that no Participant shall receive any greater
compensation pursuant to Section 7.6 or Section 8 than would have been paid to
the participating Bank if no participation had been sold).

         14.10    Governing Law. This Agreement and each Note shall be a
contract made under and governed by the internal laws of the State of Illinois
applicable to contracts made and to be performed entirely within such State.
Whenever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement. All obligations of the Company and rights of the Agents and
the Banks expressed herein or in any other Loan Document shall be in addition to
and not in limitation of those provided by applicable law.

         14.11    Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.

         14.12    Successors and Assigns. This Agreement shall be binding upon
the Company, the Banks and the Agents and their respective successors and
assigns, and shall inure to the benefit of the Company, the Banks and the Agents
and the successors and assigns of the Banks and the Agents.

         14.13    Indemnification by the Company. In consideration of the
execution and delivery of this Agreement by the Agents and the Banks and the
agreement to extend the Revolving Loan

                                       61

<PAGE>

Commitments provided hereunder, the Company hereby agrees to indemnify,
exonerate and hold each Agent, each Bank and each of the officers, directors,
employees, Affiliates and agents of each Agent and each Bank (each a "Bank
Party") free and harmless from and against any and all actions, causes of
action, suits, losses, liabilities, damages and expenses, including Attorney
Costs (collectively, the "Indemnified Liabilities"), incurred by the Bank
Parties or any of them as a result of, or arising out of, or relating to (i) any
tender offer, merger, purchase of stock, purchase of assets or other similar
transaction financed or proposed to be financed in whole or in part, directly or
indirectly, with the proceeds of any of the Loans, (ii) the use, handling,
release, emission, discharge, transportation, storage, treatment or disposal of
any hazardous substance at any property owned or leased by the Company or any
Subsidiary, (iii) any violation of any Environmental Laws with respect to
conditions at any property owned or leased by the Company or any Subsidiary or
the operations conducted thereon, (iv) the investigation, cleanup or remediation
of offsite locations at which the Company or any Subsidiary or their respective
predecessors are alleged to have directly or indirectly disposed of hazardous
substances, (v) claims of any Persons in connection with any of the Securities
Laws and relating to the making of the Loans or the transactions contemplated by
this Agreement and the other Loan Documents. or (vi) the execution, delivery,
performance or enforcement of this Agreement or any other Loan Document by any
of the Bank Parties, except for any such Indemnified Liabilities arising on
account of the applicable Bank Party's gross negligence or willful misconduct.
If and to the extent that the foregoing undertaking may be unenforceable for any
reason, the Company hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law. All obligations provided for in this Section
14.13 shall survive repayment of the Loans, cancellation of the Notes,
expiration or termination of the Letters of Credit, any foreclosure under, or
any modification, release or discharge of any Guaranty and termination of this
Agreement.

         14.14    Nonliability of Lenders. The relationship between the Company
on the one hand and the Banks and the Agents on the other hand shall be solely
that of borrower and lender. Neither any Agent nor any Bank shall have any
fiduciary responsibility to the Company. Neither any Agent nor any Bank
undertakes any responsibility to the Company to review or inform the Company of
any matter in connection with any phase of the Company's business or operations.
The Company agrees that neither any Agent nor any Bank shall have liability to
the Company (whether sounding in tort, contract or otherwise) for losses
suffered by the Company in connection with, arising out of, or in any way
related to the transactions contemplated and the relationship established by the
Loan Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither any Agent
nor any Bank shall have any liability with respect to, and the Company hereby
waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Company in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

         14.15    FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF

                                       62

<PAGE>

ILLINOIS; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         14.16    Waiver of Jury Trial. EACH OF THE COMPANY, EACH AGENT AND EACH
BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

         14.17    Confidentiality. Each Agent and each Bank, without the prior
written consent of the Company, (i) shall not disclose to any third party any
information relative to the Company or any of its Subsidiaries which has been
conspicuously designated by the Company as confidential or proprietary
("Confidential Information"), (ii) shall not use Confidential Information of the
Company for its own purpose, except as specifically provided in this Agreement
to effect the purposes of this Agreement, or to benefit a third party, (iii)
shall not disseminate Confidential Information to any Person other than its
employees, directors, officers, agents and attorneys who must be directly
involved with such Confidential Information and (iv) shall not fail to use the
same degree of care as for its own information of like importance (but in any
event at least commercially reasonable care) in safeguarding against disclosure
of Confidential Information. The foregoing restrictions on disclosure and use of
Confidential Information shall not apply to any disclosure or use of any
Confidential Information (i) in connection with any proposed assignment or
participation permitted under Section 14.9, provided the Bank making such
assignment or selling such participation has first obtained the Company's prior
written consent to such disclosure or use, which consent shall not be
unreasonably withheld so long as the prospective assignee or participant has
agreed in writing to be bound by the provisions of this Section 14.17, (ii)
which otherwise in its entirety is in the public domain, (iii) to the extent
required by applicable law or any rule, regulation, decree, order or injunction
of any foreign, federal, state, municipal or other government, or any
department, commission, board, bureau, agency, public authority or
instrumentality thereof or any court or arbitrator, but only after each Agent
and each Bank shall have given, to the extent permitted by applicable law, the
Company

                                       63

<PAGE>

written notice of such requirement and allowed the Company to contest such
requirement, (iv) which is obtained by any Agent or any Bank from a third party
not known to such Agent or such Bank to be under an obligation of
confidentiality to the Company or (v) in connection with the enforcement by
Administrative Agent and the Banks of their respective rights under this
Agreement and the other Loan Documents, subject to the prior entry by the court
in which such proceedings are pending of an appropriate order designed to afford
the Company reasonable assurance such Confidential Information will be protected
from unnecessary disclosure.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.]

                                       64

<PAGE>

         Delivered at Chicago, Illinois, as of the day and year first above
written.

                                    CABOT MICROELECTRONICS CORPORATION

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

                                    LASALLE BANK NATIONAL ASSOCIATION, as
                                    Administrative Agent

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

                                    LASALLE BANK NATIONAL ASSOCIATION, as
                                    Issuing Bank, Swing Line Bank and as a Bank

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

                                    NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, as
                                    Syndication Agent

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

                                    NATIONAL CITY BANK OF MICHIGAN/ILLINOIS, as
                                    a Bank

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

<PAGE>

                                    U.S. BANK NATIONAL ASSOCIATION, as a Bank

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

                                    BANK ONE, NA, as a Bank

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

<PAGE>

                                PRICING SCHEDULE

         The Eurodollar Margin, the Base Rate Margin, the Non-Use Fee Rate and
the LC Fee Rate shall be determined as set forth below.

         Initially, the Eurodollar Margin shall be 0.75% per annum, the Base
Rate Margin shall be 0.00% per annum, the Non-Use Fee Rate shall be 0.1875% per
annum and the LC Fee Rate shall be 0.75% per annum.

         The Eurodollar Margin, the Base Rate Margin, the Non-Use Fee Rate and
the LC Fee Rate shall be adjusted, in accordance with the last paragraph of this
Pricing Schedule, to equal the applicable rate per annum set forth in the table
below opposite the applicable Leverage Ratio:

<TABLE>
<CAPTION>
                                               EURODOLLAR        BASE RATE          NON-USE            LC FEE
LEVERAGE RATIO                                   MARGIN            MARGIN          FEE RATE             RATE
--------------                                 ----------        ---------         --------            ------
<S>                                            <C>               <C>               <C>                 <C>
Greater than or equal to 1.50:1                  1.25%             0.00%             0.30%             1.25%
Greater than or equal to 1.00:1 but less
  than 1.50:1                                    1.00%             0.00%             0.25%             1.00%
Less than 1.00:1                                 0.75%             0.00%           0.1875%             0.75%
</TABLE>

         The Eurodollar Margin, the Base Rate Margin, the Non-Use Fee Rate and
the LC Fee Rate shall be adjusted, to the extent applicable, on the third
Business Day after the 45th (or, in the case of the last Fiscal Quarter of each
Fiscal Year, 90th) day after the end of each Fiscal Quarter commencing with the
Fiscal Quarter ending September 30, 2003 based on the Leverage Ratio as of the
last day of such Fiscal Quarter; it being understood that if the Company fails
to deliver the financial statements required by Section 10.1.1 or 10.1.2, as
applicable, and the related Compliance Certificate, required by Section 10.1.3
by the 45th day (or, if applicable, the 90th day) after any Fiscal Quarter, the
Eurodollar Margin shall be 1.25%, the Base Rate Margin shall be 0.00%, the
Non-Use Fee Rate shall be 0.30% and the LC Fee Rate shall be 1.25% until three
Business Days following the delivery of such financial statements and Compliance
Certificate. Notwithstanding the foregoing, no reduction to the foregoing
interest rate margins or fee rates shall become effective at any time when an
Event of Default or Unmatured Event of Default has occurred and is continuing.

<PAGE>

                                  SCHEDULE 2.1

                            BANKS AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                 Pro Rata Share
                                                  of Revolving
Bank                                            Commitment Amount                Pro Rata Share
----                                            -----------------                --------------
<S>                                             <C>                              <C>
LaSalle Bank National Association                  $20,000,000                         40%
National City Bank of Michigan/Illinois            $10,000,000                         20%
U.S. Bank National Association                     $10,000,000                         20%
Bank One, NA                                       $10,000,000                         20%
TOTALS                                             $50,000,000                        100%
</TABLE>

<PAGE>

                                  SCHEDULE 9.6

                      LITIGATION AND CONTINGENT LIABILITIES

<PAGE>

                                  SCHEDULE 9.14

                                  SUBSIDIARIES

<PAGE>

                                  SCHEDULE 9.16

                              INTELLECTUAL PROPERTY

<PAGE>

                                  SCHEDULE 9.17

                                    INSURANCE

<PAGE>

                                  SCHEDULE 9.21

                            PENSION AND WELFARE PLANS

<PAGE>

                                  SCHEDULE 9.22

                              ENVIRONMENTAL MATTERS

<PAGE>

                                  SCHEDULE 10.7

                                  EXISTING DEBT

<PAGE>

                                  SCHEDULE 10.8

                                 EXISTING LIENS

<PAGE>

                                  SCHEDULE 10.9

                          EXISTING OPERATING AGREEMENTS

<PAGE>

                                 SCHEDULE 10.19

                                   INVESTMENTS

<PAGE>

                                  SCHEDULE 14.3

                              ADDRESSES FOR NOTICES

CABOT MICROELECTRONICS CORPORATION

870 North Commons Drive
Aurora, Illinois 60504
Attention:        William S. Johnson, Chief Financial Officer
Telephone:        (630) 375-5591
Facsimile:        (630) 499-2638

with a copy to:

870 North Commons Drive
Aurora, Illinois 60504
Attention:        Carol Bernstein, General Counsel
Telephone:        (630) 375-5461
Facsimile:        (630) 499-2644

LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a
Bank

Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance

135 South LaSalle Street
Chicago, Illinois 60603
Attention:        Maria Coronado
Telephone:        (312) 904-7517
Facsimile:        (312) 904-4448

All Other Notices

135 South LaSalle Street
Chicago, Illinois 60603
Attention:        Amy Damitio, First Vice President
Telephone:        (312) 904-2743
Facsimile:        (312) 904-0870

<PAGE>

NATIONAL CITY BANK OF MICHIGAN/ILLINOIS

One North Franklin
Suite 3600
Chicago, Illinois 60606
Attention:        Richard H. Michalik, Senior Vice President
Telephone:        (312) 384-4650
Facsimile:        (312) 240-0301

U.S. BANK, NATIONAL ASSOCIATION

30 N. Michigan Avenue
Chicago, Illinois 60602
Attention:        Timothy A. Fossa, Vice President
Telephone:        (312) 696- 1347
Facsimile:        (312) 696-1397

BANK ONE, NA

10 South Wacker Drive
Suite 2100
Chicago, Illinois 60606
Attention:        Edward D. Gin, Vice President
Telephone:        (312) 661-0746
Facsimile:        (312) 648-5739

<PAGE>

                                   EXHIBIT A-1

                             FORM OF REVOLVING NOTE

                              Please See Attached.

<PAGE>

                                 REVOLVING NOTE

NOVEMBER 24, 2003

CHICAGO, ILLINOIS                                                  $____________

         FOR VALUE RECEIVED, the undersigned, CABOT MICROELECTRONICS
CORPORATION, a Delaware corporation (the "Maker"), promises to pay to the order
of ____________________________________ (the "Bank") at the principal office of
LaSalle Bank National Association (the "Administrative Agent") in Chicago,
Illinois the aggregate unpaid amount of all Revolving Loans made to the
undersigned by the Bank pursuant to the Credit Agreement referred to below (as
shown on the schedule attached hereto (and any continuation thereof) or in the
records of the Bank), such principal amount to be payable on the dates set forth
in the Credit Agreement.

         The Maker further promises to pay interest on the unpaid principal
amount of each Revolving Loan from the date such Revolving Loan is made until
the date such Revolving Loan is paid in full, payable at the rate(s) and at the
time(s) set forth in the Credit Agreement. Payments of both principal and
interest are to be made in lawful money of the United States of America.

         This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Amended and Restated Credit Agreement, dated as of
November 24, 2003 (as amended or otherwise modified from time to time, the
"Credit Agreement"), among the Maker, certain financial institutions (including
the Bank), the Administrative Agent and National City Bank of Michigan/Illinois,
a national banking association, as Syndication Agent, to which Credit Agreement
reference is hereby made for a statement of the terms and provisions under which
this Note may or must be paid prior to its due date or its due date accelerated.
Capitalized terms used but not elsewhere defined in this Note shall have the
respective meanings ascribed to such terms in the Credit Agreement.

         This Note is made under and governed by the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.

                                    CABOT MICROELECTRONICS CORPORATION

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________

<PAGE>

                                    Schedule attached to Revolving Note dated
                                    November 24, 2003 of CABOT MICROELECTRONICS
                                    CORPORATION payable to the order of ________

<TABLE>
<CAPTION>
    Date and
 Amount of Loan            Date and Amount of
or of Conversion            Repayment or of                     Interest
  from another          Conversion into another               Period/Unpaid       Principal       Notation
  type of Loan               type of Loan                     Maturity Date        Balance         Made by
  ------------               ------------                     -------------        -------         -------
<S>                     <C>                                   <C>                 <C>             <C>
1. BASE RATE LOANS

2. EURODOLLAR LOANS
</TABLE>

<PAGE>

                                   EXHIBIT A-2

                             FORM OF SWING LINE NOTE

                              Please See Attached.

<PAGE>

                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE

                              Please See Attached.

<PAGE>

                                    EXHIBIT C

                                FORM OF GUARANTY

                              Please See Attached.

<PAGE>

                                    EXHIBIT D

                            FORM OF JOINDER AGREEMENT

                              Please See Attached.

<PAGE>

                                    EXHIBIT E

                           FORM OF OPINION OF COUNSEL

                              Please See Attached.

<PAGE>

                                    EXHIBIT F

                          FORM OF ASSIGNMENT AGREEMENT

                              Please See Attached.

<PAGE>

                                    EXHIBIT G

                          FORM OF SOLVENCY CERTIFICATE

                              Please See Attached.