<PAGE>

                                                                   EXHIBIT 10.01

                                                                  EXECUTION COPY

                                CREDIT AGREEMENT

                            Dated as of July 26, 2005

                                      among

                                 STEELCASE INC.,

                                       and

                            THE SUBSIDIARY BORROWERS
                        FROM TIME TO TIME PARTIES HERETO,
                                as the Borrowers

          THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS,

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                                       and

                              BANK OF AMERICA, N.A.
                                       and
                                  BNP PARIBAS,
                            as Co-Syndication Agents

                                       and

                                FIFTH THIRD BANK
                                       and
                                SOCIETE GENERALE,
                           as Co-Documentation Agents

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

                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Book Runner

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                                                                                                             <C>
ARTICLE I:  DEFINITIONS AND GENERALLY APPLICABLE PRINCIPLES...................................................    1
     1.1.   Certain Defined Terms.............................................................................    1
     1.2.   References........................................................................................   24
     1.3.   Company Acting on Behalf of Itself and Subsidiary Borrowers.......................................   24
     1.4.   Joint and Several Liability for Obligations of the Company, Domestic Subsidiary
               Borrowers and Special Foreign Subsidiary Borrowers; Joint and Several Liability for
               Obligations of the Traditional Foreign Subsidiary Borrowers; No Liability of Traditional
               Foreign Subsidiary Borrowers for Obligations of the Company, the Domestic Subsidiary
               Borrowers or the Special Foreign Subsidiary Borrowers..........................................   24

ARTICLE II: REVOLVING LOAN FACILITIES.........................................................................   25
     2.1.   Revolving Loans...................................................................................   25
     2.2.   Swing Line Loans..................................................................................   26
     2.3.   Rate Options for all Advances; Maximum Interest Periods...........................................   28
     2.4.   Optional Payments; Mandatory Prepayments..........................................................   28
     2.5.   Voluntary Reduction of Commitments................................................................   29
     2.6.   Method of Borrowing...............................................................................   29
     2.7.   Method of Selecting Types, Currency and Interest Periods for Advances.............................   29
     2.8.   Minimum Amount of Each Advance....................................................................   30
     2.9.   Method of Selecting Types, Currency and Interest Periods for Conversion and Continuation of
               Advances.......................................................................................   30
     2.10.  Default Rate......................................................................................   31
     2.11.  Method of Payment.................................................................................   31
     2.12.  Evidence of Debt..................................................................................   32
     2.13.  Notices...........................................................................................   32
     2.14.  Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Taxes..........   33
     2.15.  Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan
               Commitment Reductions..........................................................................   38
     2.16.  Lending Installations.............................................................................   38
     2.17.  Non-Receipt of Funds by the Administrative Agent..................................................   39
     2.18.  Termination Date..................................................................................   39
     2.19.  Replacement of Certain Lenders....................................................................   39
     2.20.  Judgment Currency.................................................................................   40
     2.21.  Market Disruption; Denomination of Amounts in Dollars; Dollar Equivalent of Reimbursement
               Obligations....................................................................................   41
     2.22.  Increase of Aggregate Revolving Loan Commitment...................................................   41
     2.23.  Addition of Subsidiary Borrowers..................................................................   43

ARTICLE III: THE LETTER OF CREDIT FACILITY....................................................................   43
     3.1.   Obligation to Issue Letters of Credit.............................................................   43
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                              <C>
     3.2.   [Intentionally Omitted]...........................................................................   43
     3.3.   Types and Amounts.................................................................................   44
     3.4.   Conditions........................................................................................   44
     3.5.   Procedure for Issuance of Letters of Credit.......................................................   44
     3.6.   Letter of Credit Participation....................................................................   45
     3.7.   Reimbursement Obligation..........................................................................   45
     3.8.   Letter of Credit Fees.............................................................................   46
     3.9.   Issuing Bank Reporting Requirements...............................................................   46
     3.10.  Indemnification; Exoneration......................................................................   46
     3.11.  Cash Collateral...................................................................................   47

ARTICLE IV: CHANGE IN CIRCUMSTANCES...........................................................................   48
     4.1.   Yield Protection..................................................................................   48
     4.2.   Changes in Capital Adequacy Regulations...........................................................   49
     4.3.   Availability of Types of Advances.................................................................   50
     4.4.   Funding Indemnification...........................................................................   50
     4.5.   Lender Statements; Survival of Indemnity..........................................................   50

ARTICLE V:  CONDITIONS PRECEDENT..............................................................................   50
     5.1.   Conditions to Closing.............................................................................   50
     5.2.   Each Advance and Letter of Credit.................................................................   52
     5.3.   Initial Advance to Each New Subsidiary Borrower...................................................   53

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES...................................................................   54
     6.1.   Organization; Corporate Powers....................................................................   54
     6.2.   Authority; Validity; Enforceability...............................................................   55
     6.3.   No Conflict; Governmental Consents................................................................   55
     6.4.   Financial Statements..............................................................................   55
     6.5.   No Material Adverse Change........................................................................   56
     6.6.   Taxes.............................................................................................   56
     6.7.   Litigation........................................................................................   56
     6.8.   Significant Subsidiaries..........................................................................   56
     6.9.   ERISA.............................................................................................   56
     6.10.  Accuracy of Information...........................................................................   57
     6.11.  Securities Activities.............................................................................   57
     6.12.  Material Agreements...............................................................................   57
     6.13.  Compliance with Laws..............................................................................   58
     6.14.  Assets and Properties.............................................................................   58
     6.15.  Statutory Indebtedness Restrictions...............................................................   58
     6.16.  Environmental Matters.............................................................................   58
     6.17.  Insurance.........................................................................................   59
     6.18.  Solvency..........................................................................................   59
     6.19.  Benefits..........................................................................................   59
     6.20.  Additional Representations and Warranties of Foreign Subsidiary Borrowers.........................   59

ARTICLE VII:  COVENANTS.......................................................................................   60
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                              <C>
     7.1.   Reporting.........................................................................................   60
     7.2.   Affirmative Covenants.............................................................................   63
     7.3.   Negative Covenants................................................................................   66
     7.4.   Financial Covenants...............................................................................   71

ARTICLE VIII: DEFAULTS........................................................................................   72
     8.1.   Defaults..........................................................................................   72

ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES....................................................   75
     9.1.   Termination of Revolving Loan Commitments; Acceleration...........................................   75
     9.2.   Preservation of Rights............................................................................   75
     9.3.   Amendments........................................................................................   76

ARTICLE X:  GENERAL PROVISIONS................................................................................   77
     10.1.  Survival of Representations.......................................................................   77
     10.2.  Governmental Regulation...........................................................................   77
     10.3.  Accounting........................................................................................   77
     10.4.  Headings..........................................................................................   77
     10.5.  Entire Agreement..................................................................................   77
     10.6.  Several Obligations; Benefits of this Agreement...................................................   78
     10.7.  Expenses; Indemnification.........................................................................   78
     10.8.  Numbers of Documents..............................................................................   79
     10.9.  Confidentiality...................................................................................   79
     10.10. Severability of Provisions........................................................................   79
     10.11. Nonliability of Lenders...........................................................................   79
     10.12. GOVERNING LAW.....................................................................................   79
     10.13. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL...........................................   80
     10.14. USA Patriot Act...................................................................................   81

ARTICLE XI: THE ADMINISTRATIVE AGENT..........................................................................   81
     11.1.  Appointment; Nature of Relationship...............................................................   81
     11.2.  Powers............................................................................................   82
     11.3.  General Immunity..................................................................................   82
     11.4.  No Responsibility for Loans, Creditworthiness, Recitals, Etc......................................   82
     11.5.  Action on Instructions of Lenders.................................................................   82
     11.6.  Employment of Administrative Agent and Counsel....................................................   83
     11.7.  Reliance on Documents; Counsel....................................................................   83
     11.8.  The Administrative Agent's Reimbursement and Indemnification......................................   83
     11.9.  Rights as a Lender................................................................................   83
     11.10. Lender Credit Decision............................................................................   84
     11.11. Successor Administrative Agent....................................................................   84
     11.12. No Duties Imposed Upon Syndication Agents, Documentation Agents or Arranger.......................   84
     11.13. Notice of Default.................................................................................   85
     11.14. Delegation to Affiliates..........................................................................   85
     11.15. Authority with Respect to Guarantees..............................................................   85
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE XII: SETOFF; RATABLE PAYMENTS.........................................................................   86
     12.1.  Setoff............................................................................................   86
     12.2.  Ratable Payments..................................................................................   86
     12.3.  Relations Among Lenders...........................................................................   86
     12.4.  Representations and Covenants Among Lenders.......................................................   86

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...............................................   87
     13.1.  Successors and Assigns............................................................................   87
     13.2.  Participations....................................................................................   87
     13.3.  Assignments.......................................................................................   88
     13.4.  Dissemination of Information......................................................................   90
     13.5.  Tax Certifications................................................................................   90

ARTICLE XIV: NOTICES..........................................................................................   90
     14.1.  Giving Notice.....................................................................................   90
     14.2.  Change of Address.................................................................................   91

ARTICLE XV: COUNTERPARTS......................................................................................   91
</TABLE>

                                       v
<PAGE>

                             EXHIBITS AND SCHEDULES

                                    EXHIBITS

<TABLE>
<S>                             <C>
EXHIBIT A                --     Revolving Loan Commitments
                                (Definitions)
EXHIBIT A-1              --     Eurocurrency Payment Offices
                                (Definitions)
EXHIBIT B                --     Form of Borrowing/Election Notice
                                (Section 2.2, Section 2.7 and Section 2.9)
EXHIBIT C                --     Form of Request for Letter of Credit
                                (Section 3.4)
EXHIBIT D                --     Form of Assignment Agreement
                                (Definitions and Section 13.3)
EXHIBIT E                --     Form of Company's and Subsidiary Guarantors' Counsel's Opinion
                                (Sections 5.1 and 5.3)
EXHIBIT F                --     List of Closing Documents
                                (Section 5.1)
EXHIBIT G                --     Form of Officer's Certificate
                                (Sections 5.2 and 7.1(A)(iii))
EXHIBIT H                --     Form of Compliance Certificate
                                (Sections 5.2 and 7.1(A)(iii))
EXHIBIT I                --     Form of Subsidiary Guaranty
                                (Definitions)
EXHIBIT J                --     Form of Revolving Loan Note
                                (If Requested) (Section 2.12(D))
EXHIBIT K                --     Form of Assumption Letter
                                (Definitions)
EXHIBIT L                --     Form of Commitment and Acceptance
                                (Section 2.22)
</TABLE>

                                       vi
<PAGE>

                                    SCHEDULES

<TABLE>
<S>                                <C>
Pricing Schedule

Schedule 7.3(A)(i)         --      Permitted Existing Non-Guarantor Subsidiary Indebtedness
                                   (Definitions, Section 7.3(A)(i))

Schedule 7.3(C)(ii)        --      Permitted Existing Liens (Section 7.3(C)(ii))

Schedule 7.3(D)(vi)        --      Permitted Existing Non-Obligor Subsidiary Investments (Section 7.3(D)(vi))

Schedule 7.3(D)(ix)        --      Permitted Existing Additional Investments (Section 7.3(D)(ix))
</TABLE>

                                      vii
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT, dated as of July 26, 2005, is entered into by and
among Steelcase Inc., a Michigan corporation, as the Company, the Subsidiary
Borrowers from time to time parties hereto, the institutions from time to time
parties hereto as Lenders, whether by execution of this Agreement, an Assignment
Agreement pursuant to Section 13.3 or a Commitment and Acceptance pursuant to
Section 2.22, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and
the other Lenders, Bank of America, N.A. and BNP Paribas as Co-Syndication
Agents and Fifth Third Bank and Societe Generale as Co-Documentation Agents. The
parties hereto agree as follows:

           ARTICLE I: DEFINITIONS AND GENERALLY APPLICABLE PRINCIPLES

      1.1. Certain Defined Terms. The following terms used in this Agreement
shall have the following meanings, applicable both to the singular and the
plural forms of the terms defined.

      As used in this Agreement:

      "ACCOUNTING CHANGE" is defined in Section 10.3 hereof.

      "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (other than transactions involving solely the
Company and its Subsidiaries) (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding Equity Interests of another Person.

      "ADJUSTED EBITDA" means, with respect to the Company and its consolidated
Subsidiaries (including for this purpose any consolidated Owned Dealer
Affiliate, all as determined in accordance with Agreement Accounting
Principles):

      (a)   EBIT,

plus  (b)   all amounts deducted in determining such EBIT on account of
            depreciation and amortization expense,

minus (c)   any extraordinary or unusual gains or non-recurring gains (including
            any restructuring gains, all such non-recurring gains to be
            determined by the Company in a manner consistent with the Company's
            consolidated financial statements for the fiscal year ending
            February 25, 2005) to the extent added in computing such EBIT (or
            plus any extraordinary or unusual non-cash losses or charges or
            non-recurring non-cash losses or charges (other than any such
            non-cash loss or charge to the extent that it represents an accrual
            of or reserve for cash expenditures in any

<PAGE>

            future period), including any non-cash restructuring losses or
            charges, all such non-recurring non-cash losses or charges to be
            determined by the Company in a manner consistent with the Company's
            consolidated financial statements for the fiscal year ending
            February 25, 2005, to the extent deducted in computing such EBIT),

plus  (d)   any loss or charge on the sale of the Company's lease portfolio,

plus  (e)   any non-cash impairments to fixed assets or goodwill or other
            intangible assets to the extent deducted in computing such EBIT and
            such fixed assets or goodwill or other intangible assets are
            identified on the Company's consolidated balance sheet for the
            fiscal year ending February 25, 2005,

plus  (f)   cash charges not to exceed $20,000,000 on the disposition of the
            Company's Grand Rapids campus or otherwise in connection with the
            consolidation of the Company's Grand Rapids operations.

Notwithstanding anything herein, in any financial statements of the Company or
in generally accepted accounting principles to the contrary, for purposes of
calculating and determining Adjusted EBITDA for any fiscal quarter of the
Company, any Acquisition made by the Company or any of its Subsidiaries,
including through mergers or consolidations and including any related financing
transactions, during the period for which such Adjusted EBITDA was calculated
may, at the Company's option, be deemed to have occurred on the first day of the
relevant period for which such Adjusted EBITDA was calculated on a pro forma
basis acceptable to the Administrative Agent, but without giving effect to any
projected synergies resulting from such Acquisition.

      "ADMINISTRATIVE AGENT" means JPMorgan in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Administrative Agent appointed pursuant to Article XI hereof.

      "ADVANCE" means a borrowing hereunder consisting of the aggregate amount
of the several Loans made by the Lenders to a Borrower of the same Type and, in
the case of Eurocurrency Rate Advances, in the same currency and for the same
Interest Period.

      "AFFECTED LENDER" is defined in Section 2.19 hereof.

      "AFFILIATE" of any Person means (i) any other Person directly or
indirectly controlled by, under common control with, such Person and (ii) solely
in the case of a Person other than the Company or its Subsidiaries, any other
Person controlling such Person. A Person shall be deemed to control another
Person if the controlling Person (i) is the "beneficial owner" (as defined in
Rule 13d-3 under the Securities Exchange Act) of greater than or equal to ten
percent (10%) or more of the combined voting power of the controlled Person
(giving effect to the relative voting rights associated with the voting
securities or other voting interests held by the controlling Person) or (ii)
possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of Capital Stock, by contract or otherwise.

                                       2
<PAGE>

      "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the Revolving
Loan Commitments of all the Lenders, as the same may be increased or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is Two Hundred Million and 00/100 Dollars ($200,000,000.00).

      "AGREED CURRENCIES" means (i) Dollars and (ii) so long as such currency
remains an eligible currency, euro. For purposes of this Agreement, euro shall
remain an eligible currency so long as neither the Administrative Agent nor the
Company has given notice in accordance with Section 2.21 and such currency
remains readily available, freely traded and one for which deposits are
customarily offered to banks in the London interbank market, convertible into
Dollars in the international interbank market available to the Lenders in such
market and as to which an Equivalent Amount may be readily calculated. If in the
determination of the Administrative Agent, (a) the euro shall no longer be
readily available or freely traded or (b) an Equivalent Amount is not readily
calculable therefor (each of clause (a) and (b), a "DISQUALIFYING EVENT"), then
the Administrative Agent shall promptly notify the Lenders and the Company, and
the euro shall no longer be an Agreed Currency until such time as the
Disqualifying Event(s) no longer exist, but in any event within five (5)
Business Days of receipt of such notice from the Administrative Agent, the
Company shall repay all Loans in such currency to which the Disqualifying Event
applies or convert such Loan into Loans in Dollars, subject to the other terms
contained in Articles II and IV.

      "AGREEMENT" means this Credit Agreement, as it may be amended, restated,
supplemented or otherwise modified and in effect from time to time.

      "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 6.4; provided, however, that except as provided
in Section 10.3, with respect to the calculation of the financial covenants set
forth in Section 7.4, "Agreement Accounting Principles" means generally accepted
accounting principles as in effect in the United States as of the Closing Date,
applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4 hereof.

      "ALTERNATE BASE RATE" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate in effect on such day and (ii) the sum
of the Federal Funds Effective Rate in effect on such day plus 1/2%. Any change
in the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

      "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of determination,
the rate per annum then applicable to Eurocurrency Rate Loans determined in
accordance with the provisions the Pricing Schedule hereto.

      "APPLICABLE FACILITY FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C)(i) hereof determined in accordance with the
provisions of the Pricing Schedule hereto.

                                       3
<PAGE>

      "APPLICABLE FLOATING RATE MARGIN" means, as at any date of determination,
the rate per annum then applicable to Floating Rate Loans determined in
accordance with the provisions of the Pricing Schedule hereto.

      "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination, a
rate per annum used to calculate Letter of Credit fees equal to the Applicable
Eurocurrency Margin then in effect.

      "APPROVED FUND" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "ARRANGER" means J.P. Morgan Securities Inc., and its successors, in its
capacity as sole lead arranger and sole book runner for the loan transaction
evidenced by this Agreement.

      "ASSIGNMENT AGREEMENT" means an assignment and assumption agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

      "ASSET SALE" means, with respect to the Company or any of its
Subsidiaries, the sale, lease, conveyance, disposition or other transfer by such
Person of any of its assets (including by way of a sale-leaseback transaction,
and including the sale or other transfer of any of the Equity Interests of any
Subsidiary of such Person) to any Person other than (i) the sale of Receivables
and Related Security in connection with a Permitted Receivables Financing, (ii)
the continued sale of the lease portfolio of the Company and its Subsidiaries,
(iii) the sale of assets having an aggregate book value of approximately
$31,000,000 and identified as of February 25, 2005 as being held for sale, (iv)
the sale of inventory in the ordinary course of business, (v) the sale, lease,
conveyance, disposition or other transfer to the Company or any Subsidiary and
(vi) the sale, exchange or other transfer of any capital asset (including
aircraft operated by the Company) in connection with, or in good faith
contemplation of, the purchase, lease or acquisition by the Company or any
Subsidiary of a capital asset of like kind within 180 days of such sale or
exchange.

      "ASSUMPTION LETTER" means a letter from a Subsidiary of the Company
addressed to the Lenders in substantially the form of Exhibit K hereto pursuant
to which such Subsidiary agrees to become a Subsidiary Borrower and agrees to be
bound by the terms and conditions of this Agreement as if originally a party
hereto.

      "AUTHORIZED OFFICER" means any of the president and chief executive
officer, the chief financial officer, the treasurer or the Director of Corporate
Treasury Services, acting singly.

      "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35) of
ERISA (other than a Multiemployer Plan, a plan not governed by ERISA or a
nonqualified retirement plan) in respect of which the Company or any other
member of the Controlled Group is, or within the immediately preceding six (6)
years was, an "employer" as defined in Section 3(5) of ERISA.

      "BORROWER" means each of (i) the Company and (ii) any Subsidiary Borrower,
and "BORROWERS" means, collectively, the Company and all Subsidiary Borrowers.

                                       4
<PAGE>

      "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

      "BORROWING/ELECTION NOTICE" is defined in Section 2.7 hereof.

      "BRITISH POUNDS STERLING" means the lawful currency of Great Britain.

      "BUSINESS DAY" means:

      (a)   with respect to any borrowing, payment or rate selection of
            Eurocurrency Rate Advances where the Agreed Currency is Dollars, a
            day (other than a Saturday or Sunday) on which banks generally are
            open in Chicago, Illinois and New York, New York for the conduct of
            substantially all of their commercial lending activities, interbank
            wire transfers can be made on the Fedwire system and dealings in
            Dollars are carried on in the London interbank market;

      (b)   with respect to any borrowing, payment or rate selection of
            Eurocurrency Rate Advances where the Agreed Currency is euro, a day
            (other than a Saturday or Sunday) on which banks generally are open
            in Chicago, Illinois, New York, New York and London, England for the
            conduct of substantially all of their commercial lending activities,
            interbank wire transfers can be made on the Fedwire system, dealings
            in euro are carried on in the relevant interbank market and any
            clearing system determined by the Administrative Agent to be
            suitable for clearing or settlement of euro is open for business;
            and

      (c)   for all other purposes, a day (other than a Saturday or Sunday) on
            which banks generally are open in Chicago, Illinois and New York,
            New York for the conduct of substantially all of their commercial
            lending activities and interbank wire transfers can be made on the
            Fedwire system.

      "CAPITAL STOCK" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a limited liability company, membership
interests, (iv) in the case of a partnership, partnership interests (whether
general or limited) and (v) any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person; provided, however, that "Capital
Stock" shall not include any debt securities convertible into equity securities
prior to such conversion.

      "CAPITALIZED LEASE" of a Person means any lease of property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

      "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases would be capitalized on a
balance sheet of such Person prepared in accordance with Agreement Accounting
Principles.

      "CHANGE" is defined in Section 4.2 hereof.

                                       5
<PAGE>

      "CHANGE OF CONTROL" means an event or series of events by which any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act), other than any holder or beneficial owner of the
Company's Class B common stock, becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act; provided that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of thirty-five
percent (35%) or more of the combined voting power of the Company's outstanding
Capital Stock ordinarily having the right to vote at an election of directors.

      "CLOSING DATE" means July 26, 2005.

      "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

      "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

      "COMMITMENT AND ACCEPTANCE" is defined in Section 2.22 hereof.

      "COMMITMENT INCREASE NOTICE" is defined in Section 2.22 hereof.

      "COMPANY" means Steelcase Inc., a Michigan corporation, together with its
successors and permitted assigns, including a debtor-in-possession on behalf of
the Company.

      "COMPANY GUARANTY" means that certain Guaranty, dated as of the date
required pursuant to Section 5.3, in form and substance substantially similar to
Exhibit I hereto (with such appropriate changes as may be agreed to by the
Administrative Agent), executed by the Company in favor of the Administrative
Agent, for the ratable benefit of itself and the other Holders of Obligations,
unconditionally guaranteeing all of the indebtedness, obligations and
liabilities of the Subsidiary Borrowers arising under or in connection with the
Loan Documents, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

      "CONSOLIDATED ASSETS" means, as of any date, except as expressly provided
herein, the total assets of the Company and its Subsidiaries on a consolidated
basis, determined for the most recent fiscal quarter for which financial
statements are publicly available in accordance with Agreement Accounting
Principles.

      "CONSOLIDATED SALES" means, for any period, except as expressly provided
herein, the total sales of the Company and its Subsidiaries on a consolidated
basis, determined for the most recent fiscal quarter for which financial
statements are publicly available in accordance with Agreement Accounting
Principles.

      "CONSOLIDATED NET WORTH" means, at a particular date, the amount reported
as shareholders' equity on the consolidated balance sheet for the Company and
its consolidated Subsidiaries for the most recent fiscal quarter for which
financial statements are publicly available determined in accordance with
Agreement Accounting Principles.

                                       6
<PAGE>

      "CONTAMINANT" means any pollutant, hazardous substance, toxic substance,
hazardous waste, special waste, petroleum or petroleum-derived substance,
asbestos, polychlorinated biphenyls ("PCBs"), or any constituent of any such
substance for which liability or standards of care are imposed under any
Environmental Requirements of Law.

      "CONTINGENT OBLIGATION", as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received.

      "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision of
any equity or debt securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument, in any case in writing, to which that
Person is a party or by which it or any of its properties is bound, or to which
it or any of its properties is subject.

      "CONTROLLED GROUP" means the group consisting of (i) any corporation which
is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Company; (ii) a partnership or other trade or
business (whether or not incorporated) which is under common control (within the
meaning of Section 414(c) of the Code) with the Company; and (iii) a member of
the same affiliated service group (within the meaning of Section 414(m) of the
Code) as the Company, any corporation described in clause (i) above or any
partnership or trade or business described in clause (ii) above.

      "CUSTOMARY PERMITTED LIENS" means:

            (i)   Liens with respect to the payment of taxes, assessments or
      governmental charges in all cases (A) which are not yet due and payable or
      (B) if foreclosure, distraint, sale or other similar proceedings shall not
      have been commenced or any such proceeding after being commenced is
      stayed, which are being contested in good faith by appropriate proceedings
      properly instituted and diligently conducted and with respect to which (x)
      adequate reserves or other appropriate provisions are being maintained,
      which reserves and provisions shall be maintained in accordance with
      generally accepted accounting principles as in effect from time to time,
      if and to the extent that such generally accepted accounting principles so
      require, and (y) in the case of any such Liens that are Environmental
      Liens, Liens in favor of the IRS or Liens in favor of the PBGC that are
      being contested, no such Liens, individually or in the aggregate, exceed
      $30,000,000;

            (ii)  statutory Liens of landlords and Liens of suppliers,
      mechanics, carriers, materialmen, warehousemen or workmen and other
      similar Liens imposed by law created

                                       7
<PAGE>

      in the ordinary course of business for amounts not yet due or which are
      being contested in good faith by appropriate proceedings properly
      instituted and diligently conducted and with respect to which adequate
      reserves or other appropriate provisions are being maintained, which
      reserves and provisions shall be maintained in accordance with generally
      accepted accounting principles as may be in effect from time to time, if
      and to the extent that such generally accepted accounting principles so
      require;

            (iii) Liens incurred or deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      or other types of social security benefits or to secure the performance of
      bids, tenders, sales, contracts (other than for the repayment of borrowed
      money), surety, appeal and performance bonds; provided that (A) all such
      Liens do not in the aggregate materially detract from the value of the
      assets or property of the Company and its Subsidiaries taken as a whole or
      materially impair the use thereof in the operation of the businesses taken
      as a whole and (B) all such Liens securing bonds to stay judgments or in
      connection with appeals do not secure at any time an aggregate amount
      exceeding $35,000,000;

            (iv)  Liens arising with respect to zoning restrictions, easements,
      encroachments, licenses, reservations, covenants, rights-of-way, utility
      easements, building restrictions and other similar charges, restrictions
      or encumbrances on the use of real property which do not in any case
      materially detract from the value of the property subject thereto or
      materially interfere with the ordinary use or occupancy of the real
      property or with the ordinary conduct of the business of the Company or
      any of its Subsidiaries;

            (v)   Liens of attachment or judgment with respect to judgments,
      writs or warrants of attachment, or similar process against the Company or
      any of its Subsidiaries which do not constitute a Default under Section
      8.1(H) hereof; and

            (vi)  any interest or title of the lessor in the property subject to
      any operating lease entered into by the Company or any of its Subsidiaries
      in the ordinary course of business.

      "DEFAULT" means an event described in Article VIII hereof.

      "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable for cash, pursuant to a sinking fund obligation or otherwise, or
redeemable for cash at the option of the holder thereof, in whole or in part, on
or prior to the date that is ninety-one (91) days after the Revolving Loan
Termination Date.

      "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

      "DOLLAR" and "$" means dollars in the lawful currency of the United States
of America.

                                       8
<PAGE>

      "DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount of
such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

      "DOMESTIC SUBSIDIARY" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America.

      "DOMESTIC SUBSIDIARY BORROWER" means a Subsidiary Borrower that is a
Domestic Subsidiary.

      "EBIT" means, for any period, on a consolidated basis for the Company and
its Subsidiaries (including for this purpose any consolidated Owned Dealer
Affiliate), the sum of the amounts for such period, without duplication, of (i)
Net Income, plus (ii) Interest Expense to the extent deducted in computing Net
Income, plus (iii) foreign, federal, state and local income taxes to the extent
deducted in computing Net Income, plus (iv) the amount of any cash dividends
received from minority interests or joint ventures, all as determined in
accordance with Agreement Accounting Principles.

      "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.22 hereof.

      "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority
for (a) any liability under Environmental Requirements of Law, or (b) damages
arising from, or costs incurred by such Governmental Authority in response to, a
Release or threatened Release of a Contaminant into the environment.

      "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement of
law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

      "ENVIRONMENTAL REQUIREMENTS OF LAW" means all applicable Requirements of
Law derived from or relating to foreign, federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.,
in each case including any amendments thereto and any successor statutes.

      "EQUAL AND RATABLE DEBT" means any Indebtedness of the Company or any of
its Subsidiaries which includes a negative pledge clause prohibiting the
creation of a Lien on the assets of the Company or any of its Subsidiaries in
favor of the Administrative Agent for the benefit of itself and the Holders of
Obligations unless the holders of such Indebtedness shall be provided with an
equal and ratable Lien on such assets.

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

                                       9
<PAGE>

      "EQUIVALENT AMOUNT" of any currency at any date shall mean the equivalent
in Dollars of such currency, calculated on the basis of the arithmetic mean of
the buy and sell spot rates of exchange of the Administrative Agent or an
Affiliate of the Administrative Agent in the London interbank market (or other
market where the Administrative Agent's foreign exchange operations in respect
of such currency are then being conducted) for such other currency at or about
11:00 a.m. (local time applicable to the transaction in question) on the date on
which such amount is to be determined, rounded up to the nearest amount of such
currency as determined by the Administrative Agent from time to time; provided,
however, that if at the time of any such determination, for any reason, no such
spot rate is being quoted, the Administrative Agent or an Affiliate of the
Administrative Agent may use any reasonable method it deems appropriate (after
consultation with the Company) to determine such amount, and such determination
shall be conclusive absent manifest error.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

      "EURO" means the lawful currency of the member states of the European
Union which adopted the Council Regulation E.C. No. 1103/97 dated 17 June 1997
passed by the Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that participate in the
third stage of the Economic and Monetary Union.

      "EUROCURRENCY BASE RATE" means, with respect to any Eurocurrency Rate Loan
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service providing rate quotations comparable
to those currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to deposits in the relevant Agreed Currency in the
London interbank market) at approximately 11:00 a.m., London time, two (2)
Business Days prior to the commencement of such Interest Period, as the rate for
deposits in the relevant Agreed Currency with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "EUROCURRENCY BASE RATE" with respect to such Eurocurrency
Rate Loan for such Interest Period shall be the rate at which deposits in the
Agreed Currency in the Equivalent Amount of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of
the Agent in the London interbank market at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period.

      "EUROCURRENCY PAYMENT OFFICE" of the Administrative Agent shall mean, for
each of the Agreed Currencies, any agency, branch or Affiliate of the
Administrative Agent, specified as the "Eurocurrency Payment Office" for such
Agreed Currency on Exhibit A-1 hereto or such other agency, branch, Affiliate or
correspondence bank of the Administrative Agent, as it may from time to time
specify to the Company and each Lender as its Eurocurrency Payment Office.

      "EUROCURRENCY RATE" means, with respect to any Eurocurrency Rate Loan for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16th of

                                       10
<PAGE>

1%) equal to the sum of (i) (a) the Eurocurrency Base Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate, plus (ii) the Applicable
Eurocurrency Margin then in effect.

      "EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at the
Eurocurrency Rate.

      "EUROCURRENCY RATE LOAN" means a Loan made on a fully syndicated basis
pursuant to Section 2.1, which bears interest at the Eurocurrency Rate.

      "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

      "FLOATING RATE" means, for any day for any Loan, a rate per annum equal to
the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the Applicable Floating Rate Margin then in effect.

      "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

      "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

      "FOREIGN SUBSIDIARY" means a Subsidiary of the Company organized under the
laws of a jurisdiction located outside the United States of America.

      "FOREIGN SUBSIDIARY BORROWER" means a Subsidiary Borrower that is a
Foreign Subsidiary and shall include any Special Foreign Subsidiary Borrower or
Traditional Foreign Subsidiary Borrower.

      "FUND" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in bank loans and
similar extensions of credit in the ordinary course of its business.

      "GOVERNMENTAL ACTS" is defined in Section 3.10(A) hereof.

      "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

      "GUARANTY" means each of (i) the Company Guaranty and (ii) each Subsidiary
Guaranty.

                                       11
<PAGE>

      "HEDGING ARRANGEMENTS" means any and all agreements, devices or
arrangements designed to protect at least one of the parties thereto from the
fluctuations of interest rates, commodity prices, exchange rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange or swap agreements, forward currency exchange or swap agreements,
interest rate cap or collar protection agreements, forward rate currency or
interest rate options, puts and warrants or any similar derivative transactions.

      "HOLDERS OF OBLIGATIONS" means, at any time, the holders of the
Obligations at such time, including, without limitation, the Administrative
Agent, the Arranger, the Lenders, the Issuing Bank, the Swing Line Bank, each of
their respective Affiliates and any Indemnitee.

      "INDEBTEDNESS" of a Person means, without duplication, (a) all
indebtedness for borrowed money, including indebtedness evidenced by bonds,
notes, debentures, Capitalized Lease Obligations or similar instruments and
obligations representing the deferred purchase price of property (other than
operating lease obligations and trade payables or accounts payable, in either
case, arising in the ordinary course of such Person's business payable on terms
customary in the trade), (b) all liabilities secured by any Lien (other than a
Customary Permitted Lien) existing on property owned or acquired by such Person
subject thereto, whether or not the liability secured thereby shall have been
assumed, (c) all actual or contingent reimbursement obligations under
outstanding standby letters of credit (to the extent an underlying obligation is
not already accrued as, or included in, indebtedness under clause (a) above) or
any obligations with respect to bankers acceptances, (d) all Disqualified Stock,
(e) any Off-Balance Sheet Liabilities, and (f) all Contingent Obligations (other
than guarantees issued by such Person for the benefit of its Subsidiaries or
Affiliates (including Owned Dealer Affiliates) to support routine trade
payables, accounts payable or operating lease obligations) related to
indebtedness, obligations or liabilities of the type described in the foregoing
clauses (a) through (e); provided that, in the case of the Company or any of its
Subsidiaries, "Indebtedness" shall not include intercompany indebtedness or
obligations (i) of the Company owing to any of its Subsidiaries, (ii) of any
Subsidiary of the Company owing to the Company or (iii) of any Subsidiary of the
Company owing to any other Subsidiary of the Company.

      "INDEMNIFIED MATTERS" is defined in Section 10.7(B) hereof.

      "INDEMNITEES" is defined in Section 10.7(B) hereof.

      "INITIAL LOAN PARTIES" means the Company and each Subsidiary Guarantor as
of the Closing Date.

      "INTEREST COVERAGE RATIO" is defined in Section 7.4(B) hereof.

      "INTEREST EXPENSE" means, without duplication, for any period, the sum of
(i) the total interest expense of the Company and its consolidated Subsidiaries
(including for this purpose any consolidated Owned Dealer Affiliates), including
interest whether paid or accrued, all as determined in conformity with Agreement
Accounting Principles, (ii) the interest component of the lease portfolio of the
Company and its Subsidiaries, (iii) the interest component of Off-Balance Sheet
Liabilities (including, without limitation, yield owing

                                       12
<PAGE>

upon or in connection with Receivables Facility Attributed Indebtedness or any
other amount that would be characterized as interest if related Receivables
Facility Attributed Indebtedness constituted a secured loan) and (iv) net
payments (or minus net receipts) (if any) pursuant to Hedging Arrangements
relating to interest rate protection.

      "INTEREST PERIOD" means, with respect to a Eurocurrency Rate Loan, a
period of one (1), two (2), three (3) or six (6) months, commencing on a
Business Day selected by the Company (on behalf of itself or any Subsidiary
Borrower) on which a Eurocurrency Rate Advance is made to the Company pursuant
to this Agreement. Such Interest Period shall end on (but exclude) the day which
corresponds numerically to such date one (1), two (2), three (3) or six (6)
months thereafter; provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

      "INVESTMENT" means, with respect to any Person, (i) any purchase or other
acquisition by that Person of any indebtedness, Equity Interests or other
securities, or of a beneficial interest in any indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, (iii) any
loan, advance (other than (a) prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business
on terms customary in trade or (b) in the case of Investments by the Company or
any Subsidiary, short-term extensions of credit made in the ordinary course of
business by the Company or such Subsidiary to authorized Steelcase dealers to
finance trade receivables owing from customers to such dealers arising in
connection with the sale of goods) or capital contribution by that Person to any
other Person, including all indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business, (iv)
any deposit accounts and certificates of deposit owned by such Person and (v)
any structured notes, derivative financial instruments (excluding Hedging
Arrangements) and other similar instruments or contracts issued by any other
Person and owned by that Person. For purposes of clarification, Investments
shall not include the cash surrender value of life insurance policies which are
obtained by the Company or any Subsidiary with respect to directors, retirees,
employees, former employees or other personnel and for which the Company or any
Subsidiary is the beneficiary of the proceeds thereof.

      "INVESTMENT POLICY" means the Investment Policy approved by the Company's
Board of Directors in the form attached to the officer's certificate delivered
on the Closing Date pursuant to Section 5.1(12), as such policy may be amended,
restated, supplemented or otherwise modified from time to time with the consent
of the Administrative Agent, which consent shall not be unreasonably withheld or
delayed.

      "IRS" means the Internal Revenue Service and any Person succeeding to the
functions thereof.

      "ISSUING BANK" means JPMorgan or any of its Affiliates.

                                       13
<PAGE>

      "JPMORGAN" means JPMorgan Chase Bank, N.A., in its individual capacity,
and its successors.

      "L/C DOCUMENTS" is defined in Section 3.4 hereof.

      "L/C DRAFT" means a draft drawn on the Issuing Bank pursuant to a Letter
of Credit.

      "L/C INTEREST" shall have the meaning ascribed to such term in Section 3.6
hereof.

      "L/C OBLIGATIONS" means, without duplication, an amount equal to the sum
of (i) the aggregate of the Dollar Amount then available for drawing under each
of the Letters of Credit and (ii) the aggregate outstanding Dollar Amount of all
Reimbursement Obligations at such time.

      "LENDER INCREASE NOTICE" is defined in Section 2.22 hereof.

      "LENDERS" means the lending institutions listed on the signature pages of
this Agreement or parties to Assignment Agreements delivered pursuant to Section
13.3 or Commitments and Acceptances delivered pursuant to Section 2.22,
including the Issuing Bank, the Swing Line Bank and each of their respective
successors and assigns.

      "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

      "LETTER OF CREDIT" means the commercial and standby letters of credit to
be issued by the Issuing Bank pursuant to Section 3.1 hereof.

      "LEVERAGE RATIO" is defined in Section 7.4(A) hereof.

      "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

      "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and collectively, all Revolving Loans (whether made or continued as or converted
to Floating Rate Loans or Eurocurrency Rate Loans) and Swing Line Loans.

      "LOAN ACCOUNT" is defined in Section 2.12(A) hereof.

      "LOAN DOCUMENTS" means this Agreement, any promissory notes executed
pursuant to Section 2.12(D), the Company Guaranty, any Subsidiary Guaranty, any
Assumption Letter, any Commitment and Acceptance, any Assignment Agreement and
all other documents, instruments, notes and agreements (other than documents,
instruments, notes and agreements evidencing any Hedging Arrangements) executed
in connection therewith or contemplated thereby, as the same may be amended,
restated or otherwise modified and in effect from time to time.

                                       14
<PAGE>

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

      "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a)
business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise), performance or prospects of the Company and its
Subsidiaries, taken as a whole, (b) the ability of the Company or any of its
Subsidiaries to perform its obligations under the Loan Documents, or (c) the
ability of the Lenders or the Administrative Agent to enforce the Obligations.

      "MATERIAL DOMESTIC SUBSIDIARY" means (a) each Domestic Subsidiary Borrower
and (b) each other Domestic Subsidiary of the Company (i) the total assets
(determined on a consolidated basis for such Domestic Subsidiary and its
Subsidiaries) of which exceed the lesser of $50,000,000 or five percent (5%) of
the Company's Consolidated Assets or (ii) the total sales (determined on a
consolidated basis for such Domestic Subsidiary and its Subsidiaries) of which
exceed five percent (5%) of the Company's Consolidated Sales. Such determination
shall be made as of the end of the most recently completed fiscal quarter, or,
in the case of consummation of a Permitted Acquisition, at the time of
consummation of such Permitted Acquisition (calculated as of the end of the most
recently completed fiscal quarter by the Company on a pro forma basis acceptable
to the Administrative Agent, taking into account the consummation of such
Permitted Acquisition).

      "MATERIAL FOREIGN SUBSIDIARY" means (a) each Foreign Subsidiary Borrower
of the Company and (b) each other Foreign Subsidiary of the Company (i) the
total assets (determined on a consolidated basis for such Foreign Subsidiary and
its Subsidiaries) of which exceed five percent (5%) of the Company's
Consolidated Assets or (ii) the total sales (determined on a consolidated basis
for such Foreign Subsidiary and its Subsidiaries) of which exceed five percent
(5%) of the Company's Consolidated Sales. Such determination shall be made as of
the end of the most recently completed fiscal quarter, or, in the case of
consummation of a Permitted Acquisition, at the time of consummation of such
Permitted Acquisition (calculated as of the end of the most recently fiscal
quarter by the Company on a pro forma basis acceptable to the Administrative
Agent, taking into account the consummation of such Permitted Acquisition).

      "MATERIAL INDEBTEDNESS" means any individual Indebtedness (other than the
Indebtedness hereunder) which has an aggregate outstanding principal amount in
excess of $35,000,000.

      "MATERIAL SUBSIDIARY" means any Material Domestic Subsidiary or Material
Foreign Subsidiary.

      "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Company or any member of the Controlled Group.

      "NET INCOME" means, for any period, the net income (or loss) after taxes
of the Company and its Subsidiaries on a consolidated basis for such period,
determined in conformity with Agreement Accounting Principles.

      "NET MARK-TO-MARKET EXPOSURE" of a Hedging Arrangement to which the
Company or any Subsidiary is a party (or all Hedging Arrangements governed by
the terms of a single ISDA

                                       15
<PAGE>

Master Agreement or similar master netting contract between the Company or any
Subsidiary and a single counterparty), means, as of any date of determination,
the net amount (if any) that would be payable by the Company or such Subsidiary
if such Hedging Arrangement (or, if applicable, Hedging Arrangements) were
terminated as of such date of determination, such net amount to be determined in
accordance with market practices.

      "NON-GUARANTOR SUBSIDIARY" means each Subsidiary of the Company that is
not a Subsidiary Guarantor.

      "NON-OBLIGOR SUBSIDIARY" means each Subsidiary of the Company that is not
a member of the Obligor Group.

      "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Company or any of
its Subsidiaries (including, without limitation, any Subsidiary Borrower) to the
Administrative Agent, any Lender, the Swing Line Bank, the Arranger, any
Affiliate of the Administrative Agent or any Lender, the Issuing Bank, or any
Indemnitee, of any kind or nature, present or future, in each case, arising
under this Agreement, the L/C Documents, the Guarantees or any other Loan
Document, whether or not evidenced by any note, guaranty or other instrument,
whether or not for the payment of money, whether arising by reason of an
extension of credit, loan, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired. The term includes, without limitation, all interest, charges,
expenses, fees, attorneys' fees and disbursements, paralegals' fees (in each
case whether or not allowed or allowable), and any other sum chargeable to the
Company or any of its Subsidiaries under this Agreement or any other Loan
Document.

      "OBLIGOR GROUP" means, without duplication, (a) the Company, (b) each
Domestic Subsidiary Borrower and Special Foreign Subsidiary Borrower (but not
any Traditional Foreign Subsidiary Borrower) and (c) each Subsidiary Guarantor.

      "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any Receivables
Facility Attributed Indebtedness and repurchase obligations or liabilities of
such Person or any of its Subsidiaries with respect to Receivables and Related
Security sold by such Person or any of its Subsidiaries, (b) any liabilities of
such Person or any of its Subsidiaries under any financing lease or so-called
"synthetic" lease transaction, or (c) any obligations of such Person or any of
its Subsidiaries arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which, in the case
of the foregoing clauses (a) through (c), does not constitute a liability on the
consolidated balance sheets of such Person and its Subsidiaries (it being
understood, for the avoidance of doubt, that operating lease obligations do not
constitute Off-Balance Sheet Liabilities).

      "OTHER TAXES" is defined in Section 2.14(E)(ii) hereof.

      "OWNED DEALER AFFILIATE" means (i) each of New Tangram, LLC, Office
Environments of New England, LLC, Texas Wilson Office Products, LLP, Lincoln
Office LLC and Jupiter I, L.L.C. for so long as (x) in the case of New Tangram,
LLC, Lincoln Office LLC and Jupiter I,

                                       16
<PAGE>

L.L.C., such entity retains the characteristics of an Owned Dealer Affiliate set
forth in the immediately succeeding clause (ii) (unless the Administrative Agent
otherwise consents) and (y) in the case of Office Environments of New England,
LLC and Texas Wilson Office Products, LLP, each such entity retains the
characteristics of an Owned Dealer Affiliate set forth in the immediately
succeeding clauses (ii)(A) and (ii)(B) (unless the Administrative Agent
otherwise consents), and (ii) any other entity (A) of which the Company owns,
directly or indirectly, a majority of the voting interests of such entity or
exercises management control, (B) which was formed or acquired to facilitate the
restructuring, consolidation or sale of an entity that is an authorized
Steelcase dealer, (C) the management of which has the right to buy out such
entity's shares over time and (D) the financial results of which are not
incorporated in the Company's consolidated financial statements or, if such
entity's financial results are incorporated in the Company's consolidated
financial statements, the net income attributable to such entity is subtracted
from the Company's consolidated financial results.

      "PARTICIPANTS" is defined in Section 13.2(A) hereof.

      "PAYMENT DATE" means the last Business Day of each March, June, September
and December and the Termination Date.

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

      "PERMITTED ACQUISITION" is defined in Section 7.3(E) hereof.

      "PERMITTED EXISTING NON-GUARANTOR SUBSIDIARY INDEBTEDNESS" means the
Indebtedness of the Non-Guarantor Subsidiaries as of the Closing Date, whether
or not such Indebtedness is funded or committed, identified as such on Schedule
7.3(A)(i) to this Agreement.

      "PERMITTED RECEIVABLES FINANCING" means any transaction or series of
transactions that may be entered into by the Company or any Subsidiary pursuant
to which the Company and/or any of its Subsidiaries may sell, convey or
otherwise transfer, directly or indirectly, to a newly-formed SPV, or any other
Person, any Receivables and Related Security for the purpose of obtaining
financing; provided that (i) the Receivables Facility Attributed Indebtedness
incurred in such transaction or series of transactions does not exceed
$100,000,000 in the aggregate and (ii) such Receivables Facility Attributed
Indebtedness is non-recourse to the Company and its Subsidiaries (other than an
SPV) other than limited recourse customary for receivables financings of the
same kind.

      "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Permitted Existing Non-Guarantor Subsidiary
Indebtedness permitted by this Agreement that (i) does not exceed the aggregate
principal amount that is either outstanding or available (plus accrued interest
and any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not rank at the time
of such replacement, renewal, refinancing or extension senior to the
Indebtedness being replaced, renewed, refinanced or extended, and (iii) does not
contain terms relating to security, covenants, subordination, event of default
and remedies that are materially less favorable to the relevant Non-Guarantor
Subsidiary than those applicable to the Indebtedness being replaced, renewed,
refinanced or extended.

                                       17
<PAGE>

      "PERSON" means any individual, corporation, firm, enterprise, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company or other entity of any kind, or any
government or political subdivision or any agency, department or instrumentality
thereof.

      "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
respect of which the Company or any member of the Controlled Group is an
"employer" as defined in Section 3(5) of ERISA.

      "PRIME RATE" means the rate of interest per annum publicly announced from
time to time by JPMorgan as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

      "PRIOR CREDIT AGREEMENT" means that certain $250,000,000 Credit Agreement
dated as of July 29, 2003 among the Company, as the borrower, the financial
institutions parties thereto, JPMorgan Chase Bank, N.A. (successor by merger to
Bank One, NA (Main Office Chicago)), as administrative agent, and Bank of
America, N.A., as syndication agent.

      "PROPOSED NEW LENDER" is defined in Section 2.22 hereof.

      "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (x) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (y) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans and Letters of Credit, by (y) the sum of (A)
the aggregate outstanding amount of all Revolving Loans, plus (B) the aggregate
outstanding amount of all Swing Line Loans and all Letters of Credit.

      "PURCHASERS" is defined in Section 13.3(A).

      "RATE OPTION" means the Eurocurrency Rate or the Floating Rate, as
applicable.

      "RECEIVABLE(S)" means and includes all of the Company's and each
Subsidiary's presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Company or such
Subsidiary to payment for goods sold or leased or for services rendered (except
those evidenced by instruments or chattel paper), whether or not they have been
earned by performance, and all rights in any merchandise or goods which any of
the same may represent, and all rights, title, security and guarantees with
respect to each of the foregoing, including, without limitation, any right of
stoppage in transit.

      "RECEIVABLES AND RELATED SECURITY" means the Receivables and the related
security and collections with respect thereto which are sold or transferred by
the Company, an SPV or any other Subsidiary in connection with any Permitted
Receivables Financing.

                                       18
<PAGE>

      "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

      "REGISTER" is defined in Section 13.3(D) hereof.

      "REGULATION T" means Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

      "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

      "REGULATION X" means Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

      "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

      "RELEASE" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the indoor
or outdoor environment, including the movement of Contaminants through or in the
air, soil, surface water or groundwater.

      "REPLACEMENT LENDER" is defined in Section 2.19 hereof.

      "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within thirty (30)
days after such event occurs.

      "REQUEST FOR LETTER OF CREDIT" is defined in Section 3.4(A) hereof.

      "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
are equal to or greater than fifty-one percent (51%); provided, however, that:

      (x) if any Lender shall have failed to fund its Pro Rata Share of:

      (i) any Revolving Loan requested by a Borrower;

      (ii) any Revolving Loan required to be made in connection with
reimbursement for any L/C Obligations; or

                                       19
<PAGE>

      (iii) any Swing Line Loan as requested by the Administrative Agent, which
such Lenders are obligated to fund under the terms of this Agreement,

and any such failure has not been cured, then, for so long as such failure
continues, "REQUIRED LENDERS" means, Lenders (excluding all Lenders whose
failure to fund their respective Pro Rata Shares of such Revolving Loans or
Swing Line Loans has not been so cured) whose Pro Rata Shares represent at least
fifty-one percent (51%) of the aggregate Pro Rata Shares of such Lenders; and

      (y) if the Revolving Loan Commitments have been terminated pursuant to the
terms of this Agreement, "REQUIRED LENDERS" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder) whose
aggregate Pro Rata Shares are at least fifty-one percent (51%).

      "REQUIREMENTS OF LAW" means, as to any Person, any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act, the Securities Exchange Act, Regulations
T, U and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and
Retraining Notification Act, Americans with Disabilities Act of 1990, and any
certificate of occupancy, zoning ordinance, building, environmental or land use
requirement or permit or environmental, labor, employment, occupational safety
or health law, rule or regulation.

      "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
by which (x) the Aggregate Revolving Loan Commitment at such time exceeds (y)
the Dollar Amount of the Revolving Credit Obligations outstanding at such time.

      "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum of
(i) the outstanding principal Dollar Amount of the Revolving Loans at such time,
plus (ii) the outstanding principal Dollar Amount of the Swing Line Loans at
such time, plus (iii) the Dollar Amount of outstanding L/C Obligations at such
time.

      "REVOLVING LOAN" is defined in Section 2.1 hereof.

      "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of such
Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans in an aggregate amount not
exceeding the amount set forth on Exhibit A to this Agreement opposite its name
thereon under the heading "Revolving Loan Commitment" or the signature page of
the Assignment Agreement or Commitment and Acceptance, as applicable, by which
it became a Lender, as such amount may be increased or decreased from time to
time pursuant to the terms of this Agreement or to give effect to any applicable
Assignment Agreement or Commitment and Acceptance.

      "REVOLVING LOAN TERMINATION DATE" means July 26, 2010.

      "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

                                       20
<PAGE>

      "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.

      "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.

      "SENIOR NOTE INDENTURE" means that certain Indenture dated as of November
27, 2001 between the Company, as the issuer thereunder, and JPMorgan Chase Bank,
N.A., as the trustee thereunder, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

      "SENIOR NOTES" means the 6.375% Senior Notes due November 15, 2006, as the
same may be amended, restated, supplemented or otherwise modified from time to
time, issued by the Company pursuant to the Senior Note Indenture in an
aggregate initial principal amount of $250,000,000.

      "SIGNIFICANT SUBSIDIARY" means, without duplication, (i) each Subsidiary
Borrower, (ii) each Subsidiary Guarantor and (iii) each Material Subsidiary.

      "SOLVENT" means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in a business or transaction, and is not about to engage
in a business or transaction, for which such Person's property would constitute
an unreasonably small capital. The amount of contingent liabilities (such as
litigation, guaranties and pension plan liabilities) at any time shall be
computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that can be reasonably be expected
to become an actual or matured liability.

      "SPECIAL FOREIGN SUBSIDIARY" means, at any time, any Foreign Subsidiary of
the Company (a) that (i) is classified other than as a corporation for United
States federal income tax purposes and (ii) whose delivery of a Subsidiary
Guaranty (or, in the case of a Foreign Subsidiary Borrower, the assumption of
joint and several liability hereunder for the Obligations of the Company or any
Domestic Subsidiary Borrowers) would not be unlawful under applicable law or
have material adverse tax consequences under applicable foreign law, or (b)
whose delivery of a Subsidiary Guaranty (or, in the case of a Foreign Subsidiary
Borrower, the assumption of joint and several liability hereunder for the
Obligations of the Company or any Domestic Subsidiary Borrowers) would not (i)
give rise to adverse United States federal income tax consequences as a result
of Section 956(d) of the Code (or any successor provision) or (ii) be unlawful
under applicable law or have material adverse tax consequences under applicable
foreign law; provided, however, that in the event that a Foreign Subsidiary
satisfies the requirements of clause (a)(i) or (b)(i) and such Foreign
Subsidiary's delivery of a Subsidiary Guaranty (or assumption of joint and
several liability for the Obligations) would not be considered unlawful under
applicable law or the tax consequences would not be materially adverse under
applicable foreign law if the obligations of such Foreign Subsidiary were
limited

                                       21
<PAGE>

to an absolute Dollar Amount (pursuant to a formula or otherwise), such Foreign
Subsidiary shall be treated as a Special Foreign Subsidiary, subject to any such
limitations.

      "SPECIAL FOREIGN SUBSIDIARY BORROWER" means, at any time, any Foreign
Subsidiary Borrower that is a Special Foreign Subsidiary.

      "SPV" means a Subsidiary of the Company that is a special purpose entity
established solely for the purpose of purchasing Receivables and related assets
in connection with a Permitted Receivables Financing.

      "STATUTORY RESERVE RATE" means, with respect to any currency, a fraction
(expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum
reserve, liquid asset, fees or similar requirements (including any marginal,
special, emergency or supplemental reserves or other requirements) established
by any central bank, monetary authority, the Board of Governors of the Federal
Reserve System, the Financial Services Authority, the European Central Bank or
other Governmental Authority for any category of deposits or liabilities
customarily used to fund loans in such currency, expressed in the case of each
such requirement as a decimal. Such reserve percentages shall, in the case of
Dollar denominated Loans, include those imposed pursuant to Regulation D.
Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset
or similar requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under any
applicable law, rule or regulation, including Regulation D. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve, liquid asset or similar requirement.

      "STEELCASE SAS" means Steelcase SAS, a Societe par Actions Simplifiee
organized and existing under the laws of the Republic of France.

      "SUBSIDIARY" of a Person means, except as provided in the second
succeeding sentence, (i) any corporation more than fifty percent (50%) of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than fifty percent (50%) of the ownership
interests having ordinary voting power of which shall at the time be so owned or
controlled. Unless otherwise expressly provided, all references herein to a
"Subsidiary" means a Subsidiary of the Company and shall include, without
limitation, each Subsidiary Borrower. Notwithstanding the foregoing, except as
expressly provided herein or in any other Loan Document, in no event shall an
Owned Dealer Affiliate constitute a "Subsidiary" for purposes of this Agreement
or any other Loan Document.

      "SUBSIDIARY BORROWER" means any wholly-owned Subsidiary of the Company,
whether now existing or hereafter formed, that becomes a party hereto pursuant
to an Assumption Letter with the consent of one hundred percent (100%) of the
Lenders and subject to the satisfaction of such other conditions set forth in
Sections 2.23 and 5.3 of this Agreement, together with its respective successors
and assigns, including a debtor-in-possession (or entity of analogous status
under applicable foreign law) on behalf of any such Subsidiary.

                                       22
<PAGE>

      "SUBSIDIARY GUARANTORS" means (i) all of the Company's Material Domestic
Subsidiaries as of the Closing Date and Steelcase SAS and (ii) all new Material
Domestic Subsidiaries and Material Foreign Subsidiaries that are Special Foreign
Subsidiaries which become Subsidiary Guarantors in accordance with Section
7.2(I), in each case, together with their respective successors and assigns
(including a debtor-in-possession, or entity of analogous status under
applicable foreign law, on behalf of any such Subsidiary); provided, that a
Subsidiary shall cease to be a Subsidiary Guarantor upon the release of the
obligations of such Subsidiary under the Subsidiary Guaranty in accordance with
the provisions of Section 11.15(B) hereof.

      "SUBSIDIARY GUARANTY" means any of (i) that certain Guaranty, dated as of
the Closing Date, in form and substance substantially similar to Exhibit I
hereto, executed by the Subsidiary Guarantors (other than Steelcase SAS) in
favor of the Administrative Agent, for the ratable benefit of itself and the
other Holders of Obligations, (ii) that certain First Demand Guarantee, dated as
of the Closing Date, in form and substance satisfactory to the Administrative
Agent and its counsel, executed by Steelcase SAS in favor of the Administrative
Agent, for the ratable benefit of the itself and the other Holders of
Obligations or (iii) any other guaranty in form and substance satisfactory to
the Administrative Agent and its counsel delivered, at the Company's option, by
a Subsidiary pursuant to Section 7.2(I), in each case, unconditionally
guaranteeing all of the indebtedness, obligations and liabilities of the
Borrowers arising under or in connection with the Loan Documents, as the same
may be amended, restated, supplemented or otherwise modified from time to time
(including to add additional Subsidiary Guarantors).

      "SWING LINE BANK" means JPMorgan or any other successor Swing Line Bank
pursuant to the terms hereof.

      "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans to the Company up to a maximum principal Dollar Amount of
$25,000,000 at any one time outstanding.

      "SWING LINE LOAN" means a Loan made available to the Company by the Swing
Line Bank pursuant to Section 2.2 hereof.

      "SWING LINE REPAYMENT DATE" is defined in Section 2.2(D).

      "TAXES" is defined in Section 2.14(E)(i) hereof.

      "TERMINATION DATE" means the earlier of (a) the Revolving Loan Termination
Date, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.5 or 9.1 hereof.

      "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) a failure by the Company or any member of the Controlled
Group to pay any required installment or any other payment required under
Section 412 of the Code on or before the due date for such installment or other
payment; (iii) the withdrawal of the Company or any member of the Controlled
Group from a Benefit Plan during a plan year in which the Company or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA with respect to such Plan; (iv) the imposition of an
obligation under Section 4041 of ERISA to provide affected parties written
notice of intent to terminate a Benefit Plan in a distress

                                       23
<PAGE>

termination described in Section 4041(c) of ERISA; (v) the institution by the
PBGC of proceedings to terminate or appoint a trustee to administer a Benefit
Plan; (vi) any event or condition which might constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; or (vii) the partial or complete withdrawal of the
Company or any member of the Controlled Group from a Multiemployer Plan.

      "TRADITIONAL FOREIGN SUBSIDIARY BORROWER" means, at any time, any Foreign
Subsidiary Borrower that is not a Special Foreign Subsidiary.

      "TRANSFEREE" is defined in Section 13.4.

      "TYPE" means, with respect to any Loan, its nature as a Floating Rate Loan
or a Eurocurrency Rate Loan.

      "UNMATURED DEFAULT" means an event which, but for the lapse of time or the
giving of notice, or both, would constitute a Default.

      The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms. Any accounting terms used in this
Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with Agreement Accounting Principles.

      1.2. References. Any references to Subsidiaries of the Company set forth
herein with respect to representations and warranties which deal with historical
matters shall be deemed to include the Company and its Subsidiaries and shall
not in any way be construed as consent by the Administrative Agent or any Lender
to the establishment, maintenance or acquisition of any Subsidiary, except as
may otherwise be permitted hereunder.

      1.3. Company Acting on Behalf of Itself and Subsidiary Borrowers. Whether
or not expressly provided herein, each notice or certificate delivered hereunder
or in connection herewith or the other Loan Documents by or to the Company (in
its capacity as a Borrower) or an officer thereof, and each notice or consent
requested by or from the Company (in its capacity as a Borrower) or an officer
thereof, shall be so delivered or given to, by or on behalf of the Company for
the benefit of itself and the Subsidiary Borrowers. In furtherance and without
limitation of the foregoing, the Company is hereby authorized and given an
irrevocable power of attorney by and on behalf of each of the Subsidiary
Borrowers to perform and accept any and all such actions on its behalf under
this Agreement and the other Loan Documents.

      1.4. Joint and Several Liability for Obligations of the Company, Domestic
Subsidiary Borrowers and Special Foreign Subsidiary Borrowers; Joint and Several
Liability for Obligations of the Traditional Foreign Subsidiary Borrowers; No
Liability of Traditional Foreign Subsidiary Borrowers for Obligations of the
Company, the Domestic Subsidiary Borrowers or the Special Foreign Subsidiary
Borrowers.

      (A) Joint and Several Liability for Obligations of the Company, Domestic
Subsidiary Borrowers and Special Foreign Subsidiary Borrowers. Notwithstanding
anything to the contrary contained herein, each of the Company, each Domestic
Subsidiary Borrower and each Special Foreign Subsidiary Borrower jointly and
severally hereby irrevocably and unconditionally

                                       24
<PAGE>

retains and accepts, not merely as a surety but also as a co-debtor, joint and
several liability with one another with respect to the payment and performance
of all of the Obligations of or attributable to such Borrowers arising hereunder
or under the other Loan Documents, it being the intention of the parties hereto
that all of such Obligations shall be the joint and several obligations of the
Company, the Domestic Subsidiary Borrowers and the Special Foreign Subsidiary
Borrowers without preferences or distinction among them. Each provision
hereunder or in the Loan Documents relating to the obligations or liabilities of
the Company, any Domestic Subsidiary Borrower or any Special Foreign Subsidiary
Borrower shall be deemed to include a reference to all such Borrowers, as joint
and several obligors for such obligations and liabilities, whether or not a
specific reference to any other Borrower is included therein.

      (B) Joint and Several Liability for Obligations of the Traditional Foreign
Subsidiary Borrowers. Notwithstanding anything to the contrary contained herein,
each of the Company, each Domestic Subsidiary Borrower and each Special Foreign
Subsidiary Borrower jointly and severally hereby irrevocably and unconditionally
retains and accepts, not merely as a surety but also as a co-debtor, joint and
several liability with the Traditional Foreign Subsidiary Borrowers (and the
Traditional Foreign Subsidiary Borrowers retain and accept such joint and
several liability with one another) with respect to the payment and performance
of all of the Obligations of or attributable to the Traditional Foreign
Subsidiary Borrowers arising hereunder or under the other Loan Documents, it
being the intention of the parties hereto that all of such Obligations shall be
the joint and several obligations of the Company, each Domestic Subsidiary
Borrower and each Foreign Subsidiary Borrower without preferences or distinction
among them. Each provision hereunder or in the Loan Documents relating to the
obligations or liabilities of any Traditional Foreign Subsidiary Borrowers shall
be deemed to include a reference to the Company, the Domestic Subsidiary
Borrowers and any other Foreign Subsidiary Borrower, as a joint and several
obligor for such obligations and liabilities, whether or not a specific
reference to the Company, any Domestic Subsidiary Borrower or such other Foreign
Subsidiary Borrower is included therein.

      (C) No Liability of Traditional Foreign Subsidiary Borrowers for
Obligations of the Company, the Domestic Subsidiary Borrowers or the Special
Foreign Subsidiary Borrowers. Notwithstanding anything to the contrary contained
herein and notwithstanding that the Company, the Domestic Subsidiary Borrowers
and the Special Foreign Subsidiary Borrowers shall be liable for all of the
Loans and other Obligations of all Borrowers hereunder, no Traditional Foreign
Subsidiary Borrower shall be liable for the Loans made to or any other
Obligations incurred solely by or on behalf of the Company, any Domestic
Subsidiary Borrower or any Special Foreign Subsidiary Borrower.

                      ARTICLE II: REVOLVING LOAN FACILITIES

      2.1. Revolving Loans.

      (A) Upon the satisfaction of the applicable conditions precedent set forth
in Sections 5.1, 5.2 and 5.3, from and including the Closing Date and prior to
the Termination Date, each Lender severally and not jointly agrees, on the terms
and conditions set forth in this Agreement, to make revolving loans to the
Borrowers from time to time, in any Agreed Currency, in a Dollar Amount not to
exceed such Lender's Pro Rata Share of Revolving Credit Availability at such
time (each

                                       25
<PAGE>

individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS");
provided, however, at no time shall the Dollar Amount of the Revolving Credit
Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms
of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans
at any time prior to the Termination Date. The Revolving Loans (if any) made on
the Closing Date or on or before the third (3rd) Business Day thereafter shall
initially be Floating Rate Loans and thereafter may be continued as Floating
Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in
Section 2.9 and subject to the other conditions and limitations therein set
forth and set forth in this Article II and set forth in the definition of
Interest Period. Revolving Loans made after the third (3rd) Business Day after
the Closing Date shall be, at the option of the Borrowers, selected in
accordance with Section 2.9, either Floating Rate Loans or Eurocurrency Rate
Loans. On the Termination Date, the Borrowers shall repay in full the
outstanding principal balance of the Revolving Loans.

      (B) Borrowing/Election Notice. The Company (on behalf of itself or any
Subsidiary Borrower) shall deliver to the Administrative Agent a
Borrowing/Election Notice, signed by it, in accordance with the terms of Section
2.7, in order to request an Advance.

      (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans, the
Administrative Agent shall notify each Lender in writing (including electronic
transmission, facsimile transmission or similar writing), of the requested
Revolving Loan. Each Lender shall make available its Revolving Loan in
accordance with the terms of Section 2.6. The Administrative Agent will promptly
make the funds so received from the Lenders available to the applicable Borrower
at the Administrative Agent's office in Chicago, Illinois or the Administrative
Agent's Eurocurrency Payment Office on the applicable Borrowing Date and shall
disburse such proceeds in accordance with disbursement instructions set forth in
such Borrowing/Election Notice. The failure of any Lender to deposit the amount
described above with the Administrative Agent on the applicable Borrowing Date
shall not relieve any other Lender of its obligations hereunder to make its
Revolving Loan on such Borrowing Date.

      2.2. Swing Line Loans.

      (A) Amount of Swing Line Loans. Upon the satisfaction of the applicable
conditions precedent set forth in Section 5.1, 5.2 and 5.3, from and including
the Closing Date and prior to the Termination Date and in the sole discretion of
the Swing Line Bank, the Swing Line Bank agrees, on the terms and conditions set
forth in this Agreement, to make swing line loans to the Borrowers from time to
time, in any Agreed Currency, in an aggregate Dollar Amount not to exceed the
Swing Line Commitment (each, individually, a "SWING LINE LOAN" and collectively,
the "SWING LINE LOANS"); provided, however, at no time shall the Dollar Amount
of the Revolving Credit Obligations exceed the Aggregate Revolving Loan
Commitment; provided, further, that at no time shall the sum of (a) the Swing
Line Lender's Pro Rata Share of the Swing Line Loans, plus (b) the outstanding
Dollar Amount of Revolving Loans made by the Swing Line Bank pursuant to Section
2.1, exceed the Swing Line Bank's Revolving Loan Commitment at such time.
Subject to the terms of this Agreement, the Borrowers may borrow, repay and
reborrow Swing Line Loans at any time prior to the Termination Date.

                                       26
<PAGE>

      (B) Borrowing/Election Notice. The Company (on behalf of itself or any
Subsidiary Borrower) shall deliver to the Administrative Agent and the Swing
Line Bank a Borrowing/Election Notice, signed by it, not later than 12:00 noon
(Chicago time) (x) on the Borrowing Date of each Swing Line Loan to be made in
Dollars and (y) one (1) Business Day prior to the Borrowing Date of each Swing
Line Loan to be made in euro, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day and which may be the same date as the date
the Borrowing/Election Notice is given), (ii) the Agreed Currency applicable
thereto and (iii) the aggregate amount of the requested Swing Line Loan which
shall be a Dollar Amount not less than $500,000 and increments of $500,000 in
excess thereof.

      (C) Making of Swing Line Loans. Not later than 2:00 p.m. (Chicago time) on
the applicable Borrowing Date, the Swing Line Bank shall make available its
Swing Line Loan, in funds immediately available in Chicago, Illinois to the
Administrative Agent at its address specified pursuant to Article XIV or at the
applicable Eurocurrency Payment Office. The Administrative Agent will promptly
make the funds so received from the Swing Line Bank available to the applicable
Borrower on the Borrowing Date at the Administrative Agent's aforesaid address.

      (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid in
full by the Borrowers upon demand by the Swing Line Bank or on such other
Business Day as may be agreed to in writing by the Company and the Swing Line
Lender (in any case, the "SWING LINE REPAYMENT DATE"). The Borrowers may at any
time pay, without penalty or premium, all outstanding Swing Line Loans or, in a
minimum Dollar Amount of $500,000 and increments of $500,000 in excess thereof,
any portion of the outstanding Swing Line Loans, upon notice to the
Administrative Agent and the Swing Line Bank. In addition, the Administrative
Agent (i) may at any time in its sole discretion with respect to any outstanding
Swing Line Loan or (ii) shall on the Swing Line Repayment Date require each
Lender (including the Swing Line Bank) to make a Revolving Loan in, at the Swing
Line Bank's option, the amount (in the currency in which such Swing Line Loan
was made) or Dollar Amount of such Lender's Pro Rata Share of such Swing Line
Loan, for the purpose of repaying such Swing Line Loan. No later than 2:00 p.m.
(Chicago time) on the date of any notice received pursuant to this Section
2.2(D), each Lender shall make available its required Revolving Loan or
Revolving Loans, in funds immediately available to the Administrative Agent in
Chicago, Illinois at its address specified pursuant to Article XIV or at the
applicable Eurocurrency Payment Office. Revolving Loans made pursuant to this
Section 2.2(D), if made in Dollars, shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in Section 2.9 and subject to the
other conditions and limitations therein set forth and set forth in this Article
II. Revolving Loans made pursuant to this Section 2.2(D), if made in euro, shall
initially be Eurocurrency Rate Loans having an Interest Period selected by the
Swing Line Bank and thereafter shall be subject to Section 2.9 and the other
conditions and limitations therein set forth and set forth in this Article II.
Unless a Lender shall have notified the Swing Line Bank, prior to its making any
Swing Line Loan, that any applicable condition precedent set forth in Sections
5.1, 5.2 or 5.3 had not then been satisfied, such Lender's obligation to make
Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans shall
be unconditional, continuing, irrevocable and absolute and shall not be affected
by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Administrative Agent, the Swing Line Bank or any other Person,

                                       27
<PAGE>

(b) the occurrence or continuance of a Default or Unmatured Default, (c) any
adverse change in the condition (financial or otherwise) of the Company, or (d)
any other circumstances, happening or event whatsoever. In the event that any
Lender fails to make payment to the Administrative Agent of any amount due under
this Section 2.2(D), the Administrative Agent shall be entitled to receive,
retain and apply against such obligation the principal and interest otherwise
payable to such Lender hereunder until the Administrative Agent receives such
payment from such Lender or such obligation is otherwise fully satisfied. In
addition to the foregoing, if for any reason any Lender fails to make payment to
the Administrative Agent of any amount due under this Section 2.2(D), such
Lender shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Bank, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in, at the Swing Line Lender's option, the amount or Dollar
Amount of such Revolving Loan, and such interest and participation may be
recovered from such Lender together with interest thereon at the Federal Funds
Effective Rate for each day during the period commencing on the date of demand
and ending on the date such amount is received. On the Termination Date, the
Borrowers shall repay in full the outstanding principal balance of the Swing
Line Loans.

      2.3. Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Advances (if denominated in Dollars) or shall
bear interest at such other rate as may be agreed to between the Company (on
behalf of itself or any Subsidiary Borrower) and the Swing Line Bank at the time
of the making of any such Swing Line Loan. The Revolving Loans may be Floating
Rate Advances or Eurocurrency Rate Advances, or a combination thereof, selected
by the Company (on behalf of itself or any Subsidiary Borrower) in accordance
with Section 2.9. The Company may select, in accordance with Section 2.9, Rate
Options and Interest Periods applicable to portions of the Revolving Loans;
provided that there shall be no more than eight (8) Interest Periods in effect
with respect to all of the Loans at any time.

      2.4. Optional Payments; Mandatory Prepayments.

      (A) Optional Payments. The Borrowers may from time to time and at any time
upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum Dollar Amount of $5,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily
repaid or prepaid prior to the last day of the applicable Interest Period,
subject to the indemnification provisions contained in Section 4.4, in an
aggregate minimum Dollar Amount of $5,000,000 and in integral multiples of
$1,000,000, in excess thereof, provided, that no Borrower may so prepay
Eurocurrency Rate Advances unless it shall have provided at least three (3)
Business Days' prior written notice to the Administrative Agent of such
prepayment.

      (B) Mandatory Prepayments of Revolving Loans.

            (i) If at any time and for any reason (other than fluctuations in
      currency exchange rates) the Dollar Amount of the Revolving Credit
      Obligations are greater than the Aggregate Revolving Loan Commitment, the
      Company shall immediately make a mandatory prepayment of the Obligations
      in an amount equal to such excess.

                                       28
<PAGE>

            (ii) If at any time, solely as a result of fluctuations in currency
      exchange rates, the Dollar Amount of the Revolving Credit Obligations
      exceeds one hundred three percent (103%) of the Aggregate Revolving Loan
      Commitment, the Borrowers for the ratable benefit of the Lenders shall
      immediately prepay Loans in an aggregate amount such that after giving
      effect thereto the Dollar Amount of the Revolving Credit Obligations is
      less than or equal to the Aggregate Revolving Loan Commitment.

            (iii) All of the mandatory prepayments made hereunder shall be
      applied first to Floating Rate Loans and to any Eurocurrency Rate Loans
      maturing on such date and then to subsequently maturing Eurocurrency Rate
      Loans in order of maturity, subject to Section 4.4 hereof.

      2.5. Voluntary Reduction of Commitments. The Company (on behalf of itself
and the Subsidiary Borrowers) may permanently reduce the Aggregate Revolving
Loan Commitment in whole, or in part ratably among the Lenders, in an aggregate
minimum amount of $10,000,000 with respect thereto and integral multiples of
$10,000,000 in excess of that amount with respect thereto (unless the Aggregate
Revolving Loan Commitment is reduced in whole), upon at least three (3) Business
Day's prior written notice to the Administrative Agent, which notice shall
specify the amount of any such reduction; provided, however, that the amount of
the Aggregate Revolving Loan Commitment may not be reduced below the aggregate
principal Dollar Amount of the outstanding Revolving Credit Obligations. All
accrued facility fees shall be payable on the effective date of any termination
of the obligations of the Lenders to make Loans hereunder.

      2.6. Method of Borrowing. Not later than 12:00 noon (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan in
immediately available funds in the Agreed Currency to the Administrative Agent
at its address specified pursuant to Article XIV, unless the Administrative
Agent has notified the Lenders that such Loan is to be made available to the
applicable Borrower at the Administrative Agent's Eurocurrency Payment Office,
in which case each Lender shall make available its Loan or Loans, in funds
immediately available to the Administrative Agent at its Eurocurrency Payment
Office, not later than 12:00 noon (local time in the city of the Administrative
Agent's Eurocurrency Payment Office) in the Agreed Currency designated by the
Administrative Agent. The Administrative Agent will promptly make the funds so
received from the Lenders available to the applicable Borrower at the
Administrative Agent's aforesaid applicable address.

      2.7. Method of Selecting Types, Currency and Interest Periods for
Advances. The Company (on behalf of itself or any applicable Subsidiary
Borrower) shall select the Type of Advance and, in the case of each Eurocurrency
Rate Advance, the Interest Period and Agreed Currency applicable to each Advance
from time to time. The Company shall give the Administrative Agent irrevocable
notice in substantially the form of Exhibit B hereto (a "BORROWING/ELECTION
NOTICE") not later than 11:00 a.m. (Chicago time) (a) on the Borrowing Date of
each Floating Rate Advance and (b) three (3) Business Days before the Borrowing
Date for each Eurocurrency Rate Advance, specifying: (i) the Borrowing Date
(which shall be a Business Day) of such Advance; (ii) the aggregate amount of
such Advance; (iii) the Type of Advance selected; and (iv) in the case of each
Eurocurrency Rate Advance, the Interest Period and Agreed Currency applicable
thereto. All Obligations other than Eurocurrency Rate Loans shall bear interest
from and including the date of the making of such Advance, in the case of

                                       29
<PAGE>

Loans, and the date such Obligation is due and owing in the case of such other
Obligations, to (but not including) the date of repayment thereof at the
Floating Rate changing when and as such Floating Rate changes. Changes in the
rate of interest on that portion of any Advance maintained as a Floating Rate
Loan will take effect simultaneously with each change in the Alternate Base
Rate. Each Eurocurrency Rate Advance shall bear interest from and including the
first day of the Interest Period applicable thereto to (but not including) the
last day of such Interest Period at the Eurocurrency Rate, changing when and as
such Eurocurrency Rate changes.

      2.8. Minimum Amount of Each Advance. Each Advance (other than an Advance
to repay Swing Line Loans or a Reimbursement Obligation) shall be in the minimum
Dollar Amount of $5,000,000 and in multiples equal to the Dollar Amount of
$1,000,000 if in excess thereof; provided, however, that any Floating Rate
Advance may be in the Dollar Amount of the unused Aggregate Revolving Loan
Commitment.

      2.9. Method of Selecting Types, Currency and Interest Periods for
Conversion and Continuation of Advances.

      (A) Right to Convert. The Company (on behalf of itself or any Subsidiary
Borrower) may elect from time to time, subject to the provisions of Section 2.3
and this Section 2.9, to convert all or any part of a Loan of any Type into any
other Type or Types of Loan; provided that any conversion of any Eurocurrency
Rate Advance shall be made on, and only on, the last day of the Interest Period
applicable thereto.

      (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans in Dollars shall
continue as Eurocurrency Rate Loans in Dollars until the end of the then
applicable Interest Period therefor, at which time such Eurocurrency Rate Loans
shall be automatically converted into Floating Rate Loans unless the Company
shall have given the Administrative Agent notice in accordance with Section
2.9(D) requesting that, at the end of such Interest Period, such Eurocurrency
Rate Loans continue as a Eurocurrency Rate Loan. Unless a Borrowing/Election
Notice shall have timely been given in accordance with the terms of this Section
2.9, Eurocurrency Rate Advances in euro shall automatically continue as
Eurocurrency Rate Advances in euro with an Interest Period of one (1) month.

      (C) No Conversion Post-Default or Post-Unmatured Default. Notwithstanding
anything to the contrary contained in Section 2.9(A) or Section 2.9(B), no Loan
may be converted into or continued as a Eurocurrency Rate Loan (except with the
consent of the Required Lenders) when any Default or Unmatured Default has
occurred and is continuing.

      (D) Borrowing/Election Notice. The Company (on behalf of itself or any
Subsidiary Borrower) shall give the Administrative Agent an irrevocable
Borrowing/Election Notice of each conversion of a Floating Rate Loan into a
Eurocurrency Rate Loan or continuation of a Eurocurrency Rate Loan not later
than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the
requested conversion or continuation, with respect to any Loan to be converted
or continued as a Eurocurrency Rate Loan, specifying: (i) the requested date
(which shall be a

                                       30
<PAGE>

Business Day) of such conversion or continuation; (ii) the amount and Type of
the Loan to be converted or continued; and (iii) the amount of Eurocurrency Rate
Loan(s) into which such Loan is to be converted or continued, the Agreed
Currency and the duration of the Interest Period applicable thereto.

      (E) Limitations on Conversion. Notwithstanding anything herein to the
contrary, at the election of the Company under this Section 2.9, Eurocurrency
Rate Advances in an Agreed Currency may be converted and/or continued as
Eurocurrency Rate Advances only in the same Agreed Currency.

      2.10. Default Rate. After the occurrence and during the continuance of a
Default, the interest rate(s) applicable to the Obligations shall be equal to
the then applicable rate plus two percent (2%) per annum, and the fee described
in Section 3.8(A) shall be equal to the then Applicable L/C Fee Percentage plus
two percent (2%) per annum.

      2.11. Method of Payment.

      (A) All payments of principal, interest, fees, commissions and L/C
Obligations hereunder shall be made, without setoff, deduction or counterclaim
(unless indicated otherwise in Section 2.14(E)), in immediately available funds
to the Administrative Agent (i) at the Administrative Agent's address specified
pursuant to Article XIV with respect to Advances or other Obligations
denominated in Dollars and (ii) at the Administrative Agent's Eurocurrency
Payment Office with respect to any Advance or other Obligations denominated in
euro, or at any other Lending Installation of the Administrative Agent specified
in writing by the Administrative Agent to the Company, by 1:00 p.m. (local time)
on the date when due and shall be made ratably among the Lenders (unless such
amount is not to be shared ratably in accordance with the terms hereof). Each
Advance shall be repaid or prepaid in the Agreed Currency in which it was made
in the amount borrowed and interest payable thereon shall also be paid in such
currency. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds which the Administrative Agent received at its
address specified pursuant to Article XIV, at its Eurocurrency Payment Office or
at any Lending Installation specified in a notice received by the Administrative
Agent from such Lender. Each reference to the Administrative Agent in this
Section 2.11 shall also be deemed to refer, and shall apply equally, to the
Issuing Bank, in the case of payments required to be made by the Company to the
Issuing Bank pursuant to Article III.

      (B) Notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in euro, currency control or exchange regulations are
imposed in the European Union or any member state which issues euro with the
result that different types of currency (the "SUBSTITUTED CURRENCY") are
introduced and/or required to be substituted therefor and the euro no longer
exists or any Borrower is not able to make payment to the Administrative Agent
for the account of the Lenders in euro, then all payments to be made by any
Borrower hereunder in euro shall be made to the Administrative Agent in such
amount and such type of the Substituted Currency or, if payment in such
Substituted Currency cannot be made due to the imposition of any such currency
control or exchange regulations or if the Administrative Agent otherwise objects
to repayment in such Substituted Currency, in Dollars, as shall be equivalent to
the

                                       31
<PAGE>

amount of such payment otherwise due hereunder in euro, it being the intention
of the parties hereto that the Borrowers take all risks of the imposition of any
such currency control or exchange regulations.

      2.12. Evidence of Debt.

      (A) Loan Account. Each Lender shall maintain in accordance with its usual
practice an account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness
of the Borrowers to such Lender owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.

      (B) Register. The Register maintained by the Administrative Agent pursuant
to Section 13.3(D) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and the amount of each Loan made hereunder, the Type thereof and the Interest
Period, if any, applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrowers to each Lender
hereunder, (iii) the effective date and amount of each Assignment Agreement
delivered to and accepted by it and the parties thereto pursuant to Section
13.3, (iv) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof and (v) all other
appropriate debits and credits as provided in this Agreement, including, without
limitation, all fees, charges, expenses and interest.

      (C) Entries in Loan Account and Register. The entries made in the Loan
Account, the Register and the other accounts maintained pursuant to clauses (A)
or (B) of this Section shall be conclusive and binding for all purposes, absent
manifest error, unless the Company (on behalf of itself or any Subsidiary
Borrower) objects to information contained in the Loan Accounts, the Register or
the other accounts within thirty (30) days of the Company's receipt of such
information; provided that the failure of any Lender or the Administrative Agent
to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrowers to repay the Loans in accordance with the terms
of this Agreement.

      (D) Notes Upon Request. Any Lender may request that the Loans made by it
each be evidenced by a promissory note in substantially the form of Exhibit J to
evidence such Lender's Loans. In such event, each Borrower shall prepare,
execute and deliver to such Lender such a promissory note for such Loans payable
to the order of such Lender. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (prior to any assignment pursuant
to Section 13.3) be represented by one or more promissory notes in such form,
payable to the order of the payee named therein, except to the extent that any
such Lender subsequently returns any such note for cancellation and requests
that such Loans once again be evidenced as described in clauses (a) and (b)
above.

      2.13. Notices. Each Borrower authorizes the Lenders and the Administrative
Agent to extend Advances and to transfer funds based only on written notices,
and to effect selections of Types of Advances based on telephonic or written
notices, in each case, made by any person or persons the Administrative Agent or
any Lender in good faith believes to be acting on behalf of the Company. The
Company (on behalf of itself or any Subsidiary Borrower) agrees to deliver
promptly to the Administrative Agent a written confirmation, signed by an
Authorized Officer, if

                                       32
<PAGE>

such confirmation is requested by the Administrative Agent or any Lender, of
each telephonic notice. If the written confirmation differs in any material
respect from the action taken by the Administrative Agent and the Lenders, the
records of the Administrative Agent and the Lenders shall govern absent manifest
error. In case of disagreement concerning such notices, if the Administrative
Agent has recorded telephonic borrowing notices, such recordings will be made
available to the Company upon the Company's request therefor.

      2.14. Promise to Pay; Interest and Fees; Interest Payment Dates; Interest
and Fee Basis; Taxes.

      (A) Promise to Pay. Without limiting the provisions of Section 1.4 hereof,
each Borrower unconditionally promises to pay when due the principal amount of
each Loan incurred by it and all other Obligations incurred by it, and to pay
all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the other Loan Documents.

      (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Eurocurrency Rate Loan shall be payable on the last day of its
applicable Interest Period, on any date on which such Eurocurrency Rate Loan is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurocurrency Rate Loan having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest accrued on the principal balance of all other
Obligations shall be payable in arrears (i) on each Payment Date, commencing on
the first such Payment Date following the incurrence of such Obligations, (ii)
upon repayment thereof in full or in part and (iii) if not theretofore paid in
full, at the time such other Obligations become due and payable (whether by
acceleration or otherwise).

      (C) Fees.

            (i) Facility Fee. The Company shall pay to the Administrative Agent,
      for the account of the Lenders in accordance with their Pro Rata Shares,
      from and after the date of this Agreement until the date on which the
      Aggregate Revolving Loan Commitment shall be terminated in whole, a
      facility fee accruing at the rate of the then Applicable Facility Fee
      Percentage on the amount of the Aggregate Revolving Loan Commitment
      (whether used or unused). All such facility fees payable under this clause
      (C)(i) shall be payable quarterly in arrears on each Payment Date
      occurring after the date of this Agreement (with the first such payment
      being calculated for the period from the Closing Date and ending on
      September 30, 2005), and, in addition, on the date on which the Aggregate
      Revolving Loan Commitment shall be terminated in whole.

            (ii) Fee Letter. The Company agrees to pay to the Administrative
      Agent and the Arranger, as the case may be, the fees set forth in the
      letter agreement among the Administrative Agent, the Arranger and the
      Company dated June 17, 2005, payable at the times and in the amounts set
      forth therein.

                                       33
<PAGE>

      (D) Interest and Fee Basis; Applicable Eurocurrency Margin, Applicable
Floating Rate Margin, Applicable L/C Fee Percentage, Applicable Facility Fee
Percentage.

            (i) Interest on all Loans and on all fees shall be calculated for
      actual days elapsed on the basis of a 360-day year; provided, however,
      interest on all Floating Rate Loans that are based on the Prime Rate shall
      be calculated for actual days elapsed on the basis of a 365-, or when
      appropriate 366-, day year. Interest shall be payable for the day an
      Obligation is incurred but not for the day of any payment on the amount
      paid if payment is received prior to 2:00 p.m. (local time) at the place
      of payment. If any payment of principal of or interest on a Loan or any
      payment of any other Obligations shall become due on a day which is not a
      Business Day, such payment shall be made on the next succeeding Business
      Day and, in the case of a principal payment, such extension of time shall
      be included in computing interest, fees and commissions in connection with
      such payment.

            (ii) The Applicable Eurocurrency Margin, Applicable Floating Rate
      Margin, Applicable L/C Fee Percentage and Applicable Facility Fee
      Percentage shall be determined on the basis of the then applicable
      Leverage Ratio, as described in the Pricing Schedule hereto.

      (E) Taxes.

            (i) Any and all payments by the Borrowers hereunder (whether in
      respect of principal, interest, fees or otherwise) shall be made free and
      clear of and without deduction for any and all present or future taxes,
      levies, imposts, deductions, charges or withholdings or any interest,
      penalties or liabilities with respect thereto imposed by any Governmental
      Authority including those arising after the date hereof as a result of the
      adoption of or any change in any law, treaty, rule, regulation, guideline
      or determination of a Governmental Authority or any change in the
      interpretation or application thereof by a Governmental Authority but
      excluding, in the case of each Lender and the Administrative Agent, such
      taxes (including income taxes, franchise taxes and branch profit taxes) as
      are imposed on or measured by such Lender's or the Administrative Agent's,
      as the case may be, net income or similar taxes imposed by the United
      States of America or any Governmental Authority of the jurisdiction under
      the laws of which such Lender or the Administrative Agent, as the case may
      be, is incorporated or organized, maintains its principal office or
      maintains a Lending Installation (all such non-excluded taxes, levies,
      imposts, deductions, charges, withholdings, and liabilities which the
      Administrative Agent or a Lender determines to be applicable to this
      Agreement, the other Loan Documents, the Revolving Loan Commitments, the
      Loans or the Letters of Credit being hereinafter referred to as "TAXES").
      If any Borrower shall be required by law to deduct or withhold any Taxes
      from or in respect of any sum payable hereunder or under the other Loan
      Documents to any Lender or the Administrative Agent, (i) the sum payable
      shall be increased as may be necessary so that after making all required
      deductions or withholdings (including deductions or withholdings
      applicable to additional sums payable under this Section 2.14(E)) such
      Lender or the Administrative Agent (as the case may be) receives an amount
      equal to the sum it would have received had no such deductions or
      withholdings been made, (ii) the applicable Borrower shall

                                       34
<PAGE>

      make such deductions or withholdings, and (iii) the applicable Borrower
      shall pay the full amount deducted or withheld to the relevant taxation
      authority or other authority in accordance with applicable law. If any
      Tax, including, without limitation, any withholding tax, of the United
      States of America or any other Governmental Authority shall be or become
      applicable (y) after the date of this Agreement, to such payments by the
      Borrowers made to the Lending Installation or any other office that a
      Lender may claim as its Lending Installation, or (z) after such Lender's
      selection and designation of any other Lending Installation, to such
      payments made to such other Lending Installation, such Lender shall use
      reasonable efforts to make, fund and maintain its Loans through another
      Lending Installation of such Lender in another jurisdiction so as to
      reduce the Borrower's liability hereunder, if the making, funding or
      maintenance of such Loans through such other Lending Installation of such
      Lender does not, in the reasonable judgment of such Lender, otherwise
      adversely and materially affect such Loans, or obligations under the
      Revolving Loan Commitments of such Lender.

            (ii) In addition, each Borrower agrees to pay any present or future
      stamp or documentary taxes or any other excise or property taxes, charges,
      or similar levies which arise from any payment made hereunder, from the
      issuance of Letters of Credit hereunder, or from the execution, delivery
      or registration of, or otherwise with respect to, this Agreement, the
      other Loan Documents, the Revolving Loan Commitments, the Loans or the
      Letters of Credit (hereinafter referred to as "OTHER TAXES").

            (iii) Each Borrower hereby agrees to indemnify each Lender and the
      Administrative Agent for the full amount of Taxes and Other Taxes
      (including, without limitation, any Taxes or Other Taxes imposed by any
      Governmental Authority on amounts payable under this Section 2.14(E)) paid
      by such Lender or the Administrative Agent (as the case may be) and any
      liability (including penalties, interest, and expenses) arising therefrom
      or with respect thereto, whether or not such Taxes or Other Taxes were
      correctly or legally asserted. This indemnification shall be made within
      thirty (30) days after the date such Lender or the Administrative Agent
      (as the case may be) makes written demand therefor. A certificate as to
      any additional amount payable to any Lender or the Administrative Agent
      under this Section 2.14(E) submitted to the Company and the Administrative
      Agent (if a Lender is so submitting) by such Lender or the Administrative
      Agent shall show in reasonable detail the amount payable and the
      calculations used to determine such amount and shall, absent manifest
      error, be final, conclusive and binding upon all parties hereto. With
      respect to such deduction or withholding for or on account of any Taxes
      and to confirm that all such Taxes have been paid to the appropriate
      Governmental Authorities, the Company (on behalf of itself or any
      Subsidiary Borrower) shall promptly (and in any event not later than
      thirty (30) days after receipt) furnish to each Lender and the
      Administrative Agent such certificates, receipts and other documents as
      may be reasonably required (in the judgment of such Lender or the
      Administrative Agent) to establish any tax credit to which such Lender or
      the Administrative Agent may be entitled.

            (iv) Within thirty (30) days after the date of any payment of Taxes
      or Other Taxes by any Borrower, the Company shall furnish to the
      Administrative Agent the original or a certified copy of a receipt
      evidencing payment thereof.

                                       35
<PAGE>

            (v) Without prejudice to the survival of any other agreement of the
      Borrowers hereunder, the agreements and obligations of the Borrowers, the
      Lenders and the Administrative Agent contained in this Section 2.14(E)
      shall survive the payment in full of all Obligations hereunder, the
      termination of the Letters of Credit and the termination of this
      Agreement.

            (vi) Each Lender (including any Replacement Lender or Purchaser)
      and, if applicable, the Administrative Agent, that is not created or
      organized under the laws of the United States of America or a political
      subdivision thereof (each a "NON-U.S. LENDER") shall deliver to the
      Company and the Administrative Agent on or before the Closing Date, or, if
      later, the date on which such Lender becomes a Lender pursuant to Section
      13.3 hereof, either (A) two (2) duly completed copies of either IRS Form
      W-8BEN, or IRS Form W-8ECI, or in either case, an applicable successor
      form; or (B) in the case of a Non-U.S. Lender that is not legally entitled
      to deliver the forms listed in clause (vi)(A), (x) a certificate of a duly
      authorized officer of such Non-U.S. Lender to the effect that such
      Non-U.S. Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
      of the Code, a "10 percent shareholder" of the Company within the meaning
      of Section 881(c)(3)(B) of the Code or a controlled foreign corporation
      receiving interest from a related person within the meaning of Section
      881(c)(3)(C) of the Code (such certificate, an "EXEMPTION CERTIFICATE")
      and (y) two (2) duly completed copies of IRS Form W-8BEN or applicable
      successor form, in each case, certifying that such Person is exempt from
      United States withholding tax and is entitled to receive payments under
      this Agreement without deduction for withholding of any United States
      federal taxes. Each Lender (other than a Non-U.S. Lender) and the
      Administrative Agent shall, on or before the date on which it becomes a
      party to this Agreement, deliver to each of the Company and the
      Administrative Agent two duly completed copies of United States IRS Form
      W-9 (or any successor form) establishing that such Lender is a U.S. person
      (within the meaning of Section 7701(A)(30) of the Code) and is not subject
      to backup withholding. Each Lender and the Administrative Agent further
      agrees to deliver to the Company and the Administrative Agent from time to
      time a true and accurate certificate executed in duplicate by a duly
      authorized officer of such Lender in a form satisfactory to the Company
      and the Administrative Agent, (x) upon request of the Company or the
      Administrative Agent or (y) before or promptly upon the occurrence of any
      event requiring a change in the most recent certificate previously
      delivered by it to the Company and the Administrative Agent pursuant to
      this Section 2.14(E)(vi). Further, each Lender and, if applicable, the
      Administrative Agent, which delivers a form or certificate pursuant to
      this clause (vi) covenants and agrees to deliver to the Company and the
      Administrative Agent within fifteen (15) days prior to the expiration of
      such form, for so long as this Agreement is still in effect, another such
      certificate and/or two (2) accurate and complete original newly-signed
      copies of the applicable form (or any successor form or forms required
      under the Code or the applicable regulations promulgated thereunder).

            Each Lender and, if applicable the Administrative Agent, shall
      promptly furnish to the Company and the Administrative Agent such
      additional documents as may be reasonably required by the Company or the
      Administrative Agent to establish any exemption from or reduction of any
      Taxes or Other Taxes required to be deducted or withheld and which may be
      obtained without undue expense to such Person.

                                       36
<PAGE>

      Notwithstanding any other provision of this Section 2.14(E), the Borrowers
      shall not be obligated to gross up any payments to any Person pursuant to
      Section 2.14(E)(i), or to indemnify any Person pursuant to Section
      2.14(E)(iii), in respect of United States federal withholding taxes to the
      extent imposed as a result of (x) the failure of such Person to deliver to
      the Company the form or forms and/or an Exemption Certificate, as
      applicable to such Person, pursuant to Section 2.14(E)(vi), (y) such form
      or forms and/or Exemption Certificate or the information or certifications
      made therein by the Person being untrue or inaccurate on the date
      delivered in any material respect or (z) the Person designating a
      successor Lending Installation at which it maintains its Loans which has
      the effect of causing such Person to become obligated for tax payments in
      excess of those in effect immediately prior to such designation; provided,
      however, that the Borrowers shall be obligated to gross up any payments to
      any such Person pursuant to Section 2.14(E)(i), and to indemnify any such
      Person pursuant to Section 2.14(E)(iii), in respect of United States
      federal withholding taxes if (i) any such failure to deliver a form or
      forms or an Exemption Certificate or the failure of such form or forms or
      exemption certificate to establish a complete exemption from U.S. federal
      withholding tax or inaccuracy or untruth contained therein resulted from a
      change in any applicable statute, treaty, regulation or other applicable
      law or any interpretation of any of the foregoing occurring after the date
      such Person became a party hereto, which change rendered such Person no
      longer legally entitled to deliver such form or forms or Exemption
      Certificate or otherwise ineligible for a complete exemption from U.S.
      federal withholding tax, or rendered the information or the certifications
      made in such form or forms or Exemption Certificate untrue or inaccurate
      in any material respect, (ii) the redesignation of the Lender's Lending
      Installation was made at the request of any Borrower or (iii) the
      obligation to gross up payments to any Person pursuant to Section
      2.14(E)(i), or to indemnify any such Person pursuant to Section
      2.14(E)(iii), is with respect to a Purchaser that becomes a Purchaser as a
      result of an assignment made at the request of any Borrower.

            For purposes of clarification, for so long as the Administrative
      Agent is a Lender, any forms or other information required to be delivered
      to the Administrative Agent and/or the Company under this Section
      2.14(E)(iv) shall be satisfied by a single delivery of such forms by the
      relevant financial institution.

            (vii) Upon the request, and at the expense of the Borrowers, each
      Lender to which any Borrower is required to pay any additional amount
      pursuant to this Section 2.14(E), shall reasonably afford the Company (on
      behalf of itself or any Subsidiary Borrower) the opportunity to contest,
      and shall reasonably cooperate with the Company in contesting, the
      imposition of any Tax giving rise to such payment; provided, that (i) such
      Lender shall not be required to afford the Company the opportunity to so
      contest unless the Company shall have confirmed in writing to such Lender
      its obligation (or the obligation of any Subsidiary Borrower) to pay such
      amounts pursuant to this Agreement; and (ii) the Borrowers shall reimburse
      such Lender for its attorneys' and accountants' fees and disbursements
      incurred in so cooperating with the Company in contesting the imposition
      of such Tax; provided, however, that notwithstanding the foregoing, no
      Lender shall be required to afford the Company the opportunity to contest,
      or cooperate

                                       37
<PAGE>

      with the Company in contesting, the imposition of any Taxes, if such
      Lender in good faith determines that to do so would have an adverse effect
      on it.

            (viii) Any of the Administrative Agent or any Lender requesting
      compensation under this Section 2.14(E) shall use its reasonable efforts
      to notify the Company (with a copy to the Administrative Agent) in writing
      of the event giving rise to such demand for compensation not more than
      ninety (90) days following the date upon which the responsible account
      officer for the Administrative Agent or the applicable Lender knows of
      such event. Such written demand shall be rebuttably presumed correct for
      all purposes. If any Lender or the Administrative Agent demands
      compensation under this Section 2.14(E) more than ninety (90) days
      following the date upon which a responsible account officer for such
      Lender or the Administrative Agent knows that Taxes or Other Taxes have
      begun to accrue with respect to which such Lender or the Administrative
      Agent is entitled to compensation under this Section 2.14(E), then any
      Taxes or Other Taxes attributable to the period prior to the ninety (90)
      day period immediately preceding the date on which such Lender or the
      Administrative Agent provided such notice and demand for compensation
      shall be excluded from the indemnity obligations of the Borrowers under
      this Section 2.14(E).

            (ix) In the event such Lender or the Administrative Agent receives a
      refund (whether by way of direct refund, credit, offset or otherwise) in
      respect of any Taxes or Other Taxes, which refund is attributable to
      amounts paid or indemnified by the Borrowers pursuant to this Section
      2.14(E), such Lender or the Administrative Agent shall, within thirty (30)
      days of receipt thereof, pay to the Company such refund (if any) not
      exceeding the amount paid by the Company to, or on behalf of, such Lender
      or the Administrative Agent that is allocable to such refunded Taxes or
      Other Taxes (net of any reasonable out-of-pocket expenses incurred by such
      person in obtaining such credit). In the event such Lender or the
      Administrative Agent is required to repay such refund to the relevant
      taxing authority, each Borrower agrees to return the refund to such Lender
      or the Administrative Agent

      2.15. Notification of Advances, Interest Rates, Prepayments and Aggregate
Revolving Loan Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Revolving Loan Commitment reduction notice, Commitment Increase Notice,
Borrowing/Election Notice and repayment notice received by it hereunder. The
Administrative Agent will notify each Lender of the interest rate applicable to
each Floating Rate Loan and Eurocurrency Rate Loan and the Agreed Currency
applicable to each Eurocurrency Rate Loan promptly upon determination of such
interest rate and Agreed Currency and will give each Lender prompt notice of
each change in the Alternate Base Rate.

      2.16. Lending Installations. Each Lender may book its Loans or Letters of
Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Administrative Agent and the Company, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments and/or payments of L/C Obligations are to be made.

                                       38
<PAGE>

      2.17. Non-Receipt of Funds by the Administrative Agent. Unless a Borrower
or a Lender, as the case may be, notifies the Administrative Agent prior to the
date on which it is scheduled to make payment to the Administrative Agent of (i)
in the case of a Lender, the proceeds of a Loan or (ii) in the case of a
Borrower, a payment of principal, interest or fees to the Administrative Agent
for the account of the Lenders, that it does not intend to make such payment,
the Administrative Agent may assume that such payment has been made. The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or Borrower, as the case may be, has not in fact made such payment
to the Administrative Agent, the recipient of such payment shall, on demand by
the Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

      2.18. Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all of the Obligations (other than contingent indemnity obligations) shall have
been fully paid and satisfied in cash, (B) all financing arrangements among the
Borrowers and the Lenders shall have been terminated and (C) all of the Letters
of Credit shall have expired, been canceled, terminated or cash collateralized
in accordance with Section 3.11, all of the rights and remedies under this
Agreement and the other Loan Documents shall survive.

      2.19. Replacement of Certain Lenders. In the event a Lender (an "AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by a Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans pursuant to Section 2.2(D), which such Lender is obligated to fund
under the terms of this Agreement and which failure has not been cured, (ii)
requested compensation from the Borrowers under Sections 2.14(E), 4.1 or 4.2 to
recover Taxes, Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice pursuant to Section 4.3 claiming that such Lender is unable to extend
Eurocurrency Rate Loans to the Company for reasons not generally applicable to
the other Lenders or (iv) invoked Section 10.2, then, in any such case, the
Company or the Administrative Agent may make written demand on such Affected
Lender (with a copy to the Administrative Agent in the case of a demand by the
Company and a copy to the Company in the case of a demand by the Administrative
Agent) for the Affected Lender to assign, and such Affected Lender shall use
commercially reasonable efforts to assign pursuant to one or more duly executed
Assignment Agreements five (5) Business Days after the date of such demand, to
one or more financial institutions that comply with the provisions of Section
13.3(A) which the Company or the Administrative Agent, as the case may be, shall
have engaged for such purpose (a "REPLACEMENT LENDER"), all of such Affected
Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Revolving Loan Commitment, all
Loans owing to it, all of its participation interests in existing Letters of
Credit, and its obligation to participate in additional Letters of Credit and
Swing Line Loans hereunder) in accordance with Section 13.3; provided, that such
Affected Lender's failure to execute an Assignment Agreement in accordance with
the terms described above will not impair the validity of the removal of such
Affected Lender, and

                                       39
<PAGE>

the mandatory assignment of such Affected Lender's rights and obligations under
this Agreement and the other Loan Documents (including, without limitation, its
Revolving Loan Commitment, all Loans owing to it, all of its participation
interests in existing Letters of Credit, and its obligation to participate in
additional Letters of Credit and Swing Line Loans hereunder) shall nevertheless
be effective without the execution of such an Assignment Agreement; provided,
however, that nothing herein shall require any Affected Lender to assign its
rights and obligation under this Agreement and the other Loan Documents at less
than par value. The Administrative Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Company, to use its reasonable efforts to obtain the commitments from one or
more financial institutions to act as a Replacement Lender. Further, with
respect to such assignment, the Affected Lender shall have concurrently
received, in cash, all amounts due and owing to the Affected Lender hereunder or
under any other Loan Document, including, without limitation, the aggregate
outstanding principal amount of the Loans owed to such Lender, together with
accrued interest thereon through the date of such assignment, amounts payable
under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and
compensation payable under Section 2.14(C) in the event of any replacement of
any Affected Lender under clause (ii) or clause (iii) of this Section 2.19;
provided that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14(E), 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each
other provision of this Agreement or the other Loan Documents whereby the
Company or any of its Subsidiaries agrees to reimburse or indemnify the
Lenders), as well as to any fees accrued for its account hereunder and not yet
paid, and shall continue to be obligated under Section 11.8 for such amounts,
obligations and liabilities as are due and payable up to and including (but not
after) the date such Affected Lender is replaced pursuant hereto. Upon the
replacement of any Affected Lender pursuant to this Section 2.19, the provisions
of Section 9.2 shall continue to apply with respect to Loans which are then
outstanding with respect to which the Affected Lender failed to fund its Pro
Rata Share and which failure has not been cured.

      2.20. Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due from a Borrower hereunder in the
currency expressed to be payable herein (the "SPECIFIED CURRENCY") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's main office in Chicago, Illinois on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of the
Borrowers in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Administrative Agent (as the case may
be) of any sum adjudged to be so due in such other currency, such Lender or the
Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, each Borrower agrees, to the fullest extent that
it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative

                                       40
<PAGE>

Agent, as the case may be, in the specified currency and (b) any amounts shared
with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2, such Lender or the
Administrative Agent, as the case may be, agrees to remit such excess to the
Borrowers.

      2.21. Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations.

      (A) Market Disruption. Notwithstanding the satisfaction of all conditions
referred to in this Article II with respect to any Advance in euro, if there
shall occur on or prior to the date of such Advance any change in national or
international financial, political or economic conditions or currency exchange
rates or exchange controls which would in the reasonable opinion of the Company,
the Administrative Agent or the Required Lenders make it impracticable for the
Eurocurrency Rate Loans comprising such Advance to be denominated in euro, then
the Administrative Agent shall forthwith give notice thereof to the Company and
the Lenders, and such Eurocurrency Rate Loans shall not be denominated in such
currency but shall be made on such Borrowing Date in Dollars, in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount
specified in the related Borrowing Notice, as Floating Rate Loans, unless the
Company notifies the Administrative Agent at least one (1) Business Day before
such date that it elects not to borrow on such date.

      (B) Calculation of Amounts. Except as set forth below, all amounts
referenced in this Article II shall be calculated using the Dollar Amount
determined based upon the Equivalent Amount in effect as of the date of any
determination thereof; provided, however, that to the extent the Borrowers shall
be obligated hereunder to pay in Dollars any Advance denominated in a currency
other than Dollars, such amount shall be paid in Dollars using the Dollar Amount
of the Advance (calculated based upon the Equivalent Amount in effect on the
date of payment thereof). Notwithstanding anything herein to the contrary, the
full risk of currency fluctuations shall be borne by the Borrowers and each
Borrower agrees to indemnify and hold harmless the Issuing Bank, the
Administrative Agent and the Lenders from and against any loss resulting from
any borrowing denominated in euro and for which the Lenders are not reimbursed
on the day of such borrowing as it relates to the Borrowers' respective
obligations.

      2.22. Increase of Aggregate Revolving Loan Commitment.

      (A) At any time, the Company may request (in consultation with the
Administrative Agent) that the Aggregate Revolving Loan Commitment be increased
by an aggregate amount of up to $100,000,000 without the prior written consent
of all of the Lenders, provided, that, the Aggregate Revolving Loan Commitment
shall at no time exceed $300,000,000. Such request shall be made in a written
notice given to the Administrative Agent and the Lenders by the Company not less
than twenty (20) Business Days prior to the proposed effective date of such
increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount
of the proposed increase in the Aggregate Revolving Loan Commitment and the
proposed effective date of such increase. In the event of such a Commitment
Increase Notice, each of the Lenders shall be given the opportunity to
participate in the requested increase ratably in proportions that their
respective Revolving Loan Commitments bear to the Aggregate Revolving Loan
Commitment. No Lender shall have any obligation to increase its Revolving Loan
Commitment.

                                       41
<PAGE>

      (B) On or prior to the date that is ten (10) Business Days after receipt
of the Commitment Increase Notice, each Lender shall submit to the
Administrative Agent a notice indicating the maximum amount by which it is
willing to increase its Revolving Loan Commitment in connection with such
Commitment Increase Notice (any such notice, a "LENDER INCREASE NOTICE"). Any
Lender which does not submit a Lender Increase Notice to the Administrative
Agent prior to the expiration of such ten (10) Business Day period shall be
deemed to have denied any increase in its Revolving Loan Commitment. In the
event that the increases of Revolving Loan Commitments set forth in the Lender
Increase Notices exceed the amount requested by the Company in the Commitment
Increase Notice, the Administrative Agent and the Arranger shall have the right,
in consultation with the Company, to allocate the amount of increases necessary
to meet the Company's Commitment Increase Notice. In the event that the Lender
Increase Notices are less than the amount requested by the Company, not later
than three (3) Business Days prior to the proposed effective date the Company
may notify the Administrative Agent of any financial institution that shall have
agreed to become a "Lender" party hereto (a "PROPOSED NEW LENDER") in connection
with the Commitment Increase Notice. Any Proposed New Lender shall be subject to
the consent of the Administrative Agent and JPMorgan in its capacity as Issuing
Bank (which consent shall not be unreasonably withheld). If the Company shall
not have arranged any Proposed New Lender(s) to commit to the shortfall from the
Lender Increase Notices, then the Company shall be deemed to have reduced the
amount of its Commitment Increase Notice to the aggregate amount set forth in
the Lender Increase Notices. Based upon the Lender Increase Notices, any
allocations made in connection therewith and any notice regarding any Proposed
New Lender, if applicable, the Administrative Agent shall notify the Company and
the Lenders on or before the Business Day immediately prior to the proposed
effective date of the amount of each Lender's and Proposed New Lender's
Revolving Loan Commitment (the "EFFECTIVE COMMITMENT AMOUNT") and the amount of
the Aggregate Revolving Loan Commitment, which amount shall be effective on the
following Business Day.

      (C) Any increase in the Aggregate Revolving Loan Commitment shall be
subject to the following conditions precedent: (i) the Company shall have
obtained the consent thereto of any Guarantor and its reaffirmation of any Loan
Documents executed by it, which consent and reaffirmation shall be in writing
and in form and substance reasonably satisfactory to the Administrative Agent,
(ii) as of the date of the Commitment Increase Notice and as of the proposed
effective date of the increase in the Aggregate Revolving Loan Commitment, all
representations and warranties shall be true and correct in all material
respects as though made on such date (unless any such representation and
warranty is made as of a specific date, in which case, such representation and
warranty shall be true and correct in all material respects as of such date; it
being understood and agreed that the representations and warranties set forth in
Sections 6.5 and 6.7 shall only be made as of the Closing Date) and no Default
or Unmatured Default shall have occurred and then be continuing, (iii) the
Company, the Administrative Agent and each Proposed New Lender or Lender that
shall have agreed to provide a "Revolving Loan Commitment" in support of such
increase in the Aggregate Revolving Loan Commitment shall have executed and
delivered a Commitment and Acceptance ("COMMITMENT AND ACCEPTANCE")
substantially in the form of Exhibit L hereto and (iv) the Company and any
Proposed New Lender shall otherwise have executed and delivered such other
instruments, documents, legal opinions and agreements as the Administrative
Agent shall have reasonably requested in connection with such increase. If any
fee shall be charged by the Lenders in connection with any

                                       42
<PAGE>

such increase, such fee shall be in accordance with then prevailing market
conditions, which market conditions shall have been reasonably documented by the
Administrative Agent to the Company. Upon satisfaction of the conditions
precedent to any increase in the Aggregate Revolving Loan Commitment, the
Administrative Agent shall promptly advise the Company and each Lender of the
effective date of such increase. Upon the effective date of any increase in the
Aggregate Revolving Loan Commitment that is provided by a Proposed New Lender,
such Proposed New Lender shall be a party to this Agreement as a Lender and
shall have the rights and obligations of a Lender hereunder. Nothing contained
herein shall constitute, or otherwise be deemed to be, a commitment on the part
of any Lender to increase its Revolving Loan Commitment hereunder at any time.

      (D) Upon the execution and delivery of such Commitment and Acceptance, the
Administrative Agent shall reallocate any outstanding Loans ratably among the
Lenders after giving effect to each such increase in the Aggregate Commitment;
provided, that the Company hereby agrees to compensate each Lender for all
losses, expenses and liabilities incurred by such Lender in connection with the
sale and assignment of any Eurocurrency Rate Loans hereunder on the terms and in
the manner as set forth in Article IV.

      2.23. Addition of Subsidiary Borrowers. The Company may at any time add as
a party to this Agreement a Subsidiary to become a "Subsidiary Borrower"
hereunder subject to (a) the consent of the Administrative Agent and one hundred
percent (100%) of the Lenders, (b) the receipt of evidence satisfactory to the
Administrative Agent that such Subsidiary would not, in its capacity as a
Borrower hereunder, be required by law to withhold or deduct any Taxes from or
in respect of any sum payable hereunder by such Subsidiary to the Administrative
Agent or any Lender unless an exemption from such requirement can be obtained by
such Subsidiary (with the reasonable cooperation of the Administrative Agent and
the Lenders) and that no other adverse tax, regulatory or other consequences
would affect the Administrative Agent or the Lender as a result of such
Subsidiary's status as a Borrower, (c) the execution and delivery to the
Administrative Agent of a duly completed Assumption Letter by such Subsidiary,
with the written consent of the Company appearing thereon and (d) the execution
and delivery to the Administrative Agent and the Lenders of each other
instrument, document and agreement required by Section 5.3. Upon such
satisfaction of all such conditions, such Subsidiary shall for all purposes be a
party hereto as a Subsidiary Borrower as fully as if it had executed and
delivered this Agreement.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

      3.1. Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Company herein set forth, the Issuing Bank
hereby agrees to issue for the account of the Company through the Issuing Bank's
branches as it and the Company may jointly agree, one or more Letters of Credit
denominated in Dollars or euro in accordance with this Article III from time to
time during the period commencing on the Closing Date and ending on the Business
Day prior to the Termination Date (but subject to Section 3.3(B) below).

      3.2. [Intentionally Omitted].

                                       43
<PAGE>

      3.3.  Types and Amounts. No Issuing Bank shall have any obligation to and
no Issuing Bank shall:

      (A)   issue any Letter of Credit if on the date of issuance (or
amendment), before or after giving effect to the Letter of Credit requested
hereunder, (i) the Dollar Amount of the Revolving Credit Obligations at such
time would exceed the Aggregate Revolving Loan Commitment at such time, or (ii)
the aggregate outstanding Dollar Amount of the L/C Obligations would exceed
$50,000,000; or

      (B)   issue any Letter of Credit which has an expiration date later than
the date which is the earlier of (x) one (1) year after the date of issuance
thereof or (y) five (5) Business Days immediately preceding the Revolving Loan
Termination Date; provided, that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which in no
event shall extend beyond the date referred to in clause (y) above).

      3.4.  Conditions. In addition to being subject to the satisfaction of the
applicable conditions contained in Sections 5.1, 5.2 and 5.3, the obligation of
the Issuing Bank to issue any Letter of Credit is subject to the satisfaction in
full of the following conditions:

      (A)   the Company shall have delivered to the Issuing Bank (with a copy to
the Administrative Agent) at such times and in such manner as the Issuing Bank
may reasonably prescribe, a request for issuance of such Letter of Credit in
substantially the form of Exhibit C hereto (a "REQUEST FOR LETTER OF CREDIT"),
duly executed applications for such Letter of Credit, and such other documents,
instructions and agreements as may be required pursuant to the terms thereof
(all such applications, documents, instructions, and agreements being referred
to herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit shall be
reasonably satisfactory to the Issuing Bank as to form and content; and

      (B)   as of the date of issuance no order, judgment or decree of any
court, arbitrator or Governmental Authority shall purport by its terms to enjoin
or restrain the Issuing Bank from issuing such Letter of Credit and no law, rule
or regulation applicable to the Issuing Bank and no request or directive
(whether or not having the force of law) from a Governmental Authority with
jurisdiction over the Issuing Bank shall prohibit or request that the Issuing
Bank refrain from the issuance of Letters of Credit generally or the issuance of
that Letter of Credit.

      (C)   In the event of any conflict between the terms of this Agreement and
the terms of any application for a Letter of Credit, the terms of this Agreement
shall control.

      3.5.  Procedure for Issuance of Letters of Credit.

      (A)   Subject to the terms and conditions of this Article III and provided
that the applicable conditions set forth in Sections 5.1, 5.2 and 5.3 hereof
have been satisfied, the Issuing Bank shall, on the requested date, issue a
Letter of Credit on behalf of the Company in accordance with the Issuing Bank's
usual and customary business practices and, in this connection, the Issuing Bank
may assume that the applicable conditions set forth in Sections 5.1, 5.2 and 5.3
hereof have been satisfied unless it shall have received notice to the contrary
from the Administrative Agent or a Lender or has knowledge that the applicable
conditions have not been met.

                                       44
<PAGE>

      (B)   The Issuing Bank shall give the Administrative Agent written or
facsimile notice, or telephonic notice confirmed promptly thereafter in writing,
of the issuance of a Letter of Credit; provided, however, that the failure to
provide such notice shall not result in any liability on the part of the Issuing
Bank.

      (C)   The Issuing Bank shall not renew, extend or amend any Letter of
Credit unless the requirements of Sections 3.3, 3.4 and 3.5 are met as though a
new Letter of Credit was being requested and issued.

      3.6.  Letter of Credit Participation. Immediately upon the issuance of
each Letter of Credit hereunder, each Lender shall be deemed to have
automatically, irrevocably and unconditionally purchased and received from the
Issuing Bank an undivided interest and participation in and to such Letter of
Credit, the obligations of the Company in respect thereof and the liability of
the Issuing Bank thereunder (collectively, an "L/C INTEREST") in an amount equal
to the Dollar Amount available for drawing under such Letter of Credit
multiplied by such Lender's Pro Rata Share. The Issuing Bank will notify each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit. On or before the Business Day on which the Issuing
Bank makes payment of each such L/C Draft or, in the case of any other draw on a
Letter of Credit, on demand by the Administrative Agent or the Issuing Bank,
each Lender shall make payment to the Administrative Agent, for the account of
the Issuing Bank, in immediately available funds in the Agreed Currency in an
amount equal to such Lender's Pro Rata Share of the Dollar Amount of such
payment or draw. The obligation of each Lender to reimburse the Issuing Bank
under this Section 3.6 shall be unconditional, continuing, irrevocable and
absolute. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 3.6, the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the Issuing Bank for such amount in accordance with this Section 3.6.

      3.7.  Reimbursement Obligation. The Company agrees unconditionally,
irrevocably and absolutely to pay immediately to the Issuing Bank or, if
applicable, the Administrative Agent, for the account of the Lenders, the amount
of each advance drawn under or pursuant to a Letter of Credit or an L/C Draft
related thereto (such obligation of the Company to reimburse the Issuing Bank or
the Administrative Agent for an advance made under a Letter of Credit or L/C
Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect
to such Letter of Credit or L/C Draft), each such reimbursement to be made by
the Company no later than the Business Day on which the Issuing Bank makes
payment of each such L/C Draft or, if the Company shall have received notice of
a Reimbursement Obligation later than 9:00 a.m. (Chicago time), on any Business
Day or on a day which is not a Business Day, no later than 9:00 a.m. (Chicago
time), on the immediately following Business Day or, in the case of any other
draw on a Letter of Credit, the date specified in the demand of the Issuing
Bank. If the Company at any time fails to repay a Reimbursement Obligation
pursuant to this Section 3.7, the Company shall be deemed to have elected to
borrow Revolving Loans from the Lenders, as of the date of the advance giving
rise to the Reimbursement Obligation, equal in amount to the Dollar Amount of
the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of
the date of

                                       45
<PAGE>

the payment giving rise to such Reimbursement Obligation, automatically, without
notice and without any requirement to satisfy the conditions precedent otherwise
applicable to an Advance of Revolving Loans. Such Revolving Loans shall
constitute a Floating Rate Advance, the proceeds of which Advance shall be used
to repay such Reimbursement Obligation. If, for any reason, the Company fails to
repay a Reimbursement Obligation on the day such Reimbursement Obligation arises
and, for any reason, the Lenders are unable to make or have no obligation to
make Revolving Loans, then such Reimbursement Obligation shall bear interest
from and after such day, until paid in full, at the interest rate applicable to
a Floating Rate Advance plus two percent (2%) per annum.

      3.8.  Letter of Credit Fees. The Company agrees to pay:

      (A)   quarterly on each Payment Date, in arrears, to the Administrative
Agent for the ratable benefit of the Lenders a letter of credit fee at a rate
per annum equal to the Applicable L/C Fee Percentage on the average daily
outstanding Dollar Amount available for drawing under each standby Letter of
Credit;

      (B)   quarterly on each Payment Date, in arrears, to the Issuing Bank, a
letter of credit fronting fee equal to 0.125% per annum on the average daily
outstanding Dollar Amount available for drawing under each standby Letter of
Credit issued by the Issuing Bank; and

      (C)   to the Issuing Bank, all customary fees and other issuance,
amendment, cancellation, document examination, negotiation, transfer and
presentment expenses and related charges in connection with the issuance,
amendment, cancellation, presentation of L/C Drafts, negotiation, transfer and
the like customarily charged by the Issuing Bank with respect to standby or
commercial Letters of Credit, as applicable, payable at the time of invoice of
such amounts.

      3.9.  Issuing Bank Reporting Requirements. In addition to the notices
required by Section 3.5(B), the Issuing Bank shall provide to the Administrative
Agent, upon the Administrative Agent's request, schedules, in form and substance
reasonably satisfactory to the Administrative Agent, showing the date of issue,
account party, Agreed Currency and amount in such Agreed Currency, expiration
date and the reference number of each Letter of Credit outstanding at any time
during such month and the aggregate amount payable by the Company during such
month. In addition, upon the request of the Administrative Agent, the Issuing
Bank shall furnish to the Administrative Agent copies of any Letter of Credit
and any application for or reimbursement agreement with respect to a Letter of
Credit to which the Issuing Bank is party and such other documentation as may
reasonably be requested by the Administrative Agent. Upon the request of any
Lender, the Administrative Agent will provide to such Lender information
concerning such Letters of Credit.

      3.10. Indemnification; Exoneration.

      (A)   In addition to amounts payable as elsewhere provided in this Article
III, the Company hereby agrees to protect, indemnify, pay and save harmless the
Administrative Agent, the Issuing Bank and each Lender from and against any and
all liabilities and costs which the Administrative Agent, the Issuing Bank or
such Lender may incur or be subject to as a consequence, direct or indirect, of
(i) the issuance of any Letter of Credit other than, in the case

                                       46
<PAGE>

of the Issuing Bank, to the extent resulting from its gross negligence or
willful misconduct, or (ii) the failure of the Issuing Bank to honor a drawing
under a Letter of Credit as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Governmental Authority
(all such acts or omissions herein called "GOVERNMENTAL ACTS").

      (B)   As among the Company, the Lenders, the Administrative Agent and the
Issuing Bank, the Company assumes all risks of the acts and omissions of, or
misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In
furtherance and not in limitation of the foregoing, subject to the provisions of
the Letter of Credit applications and Letter of Credit reimbursement agreements
executed by the Company at the time of request for any Letter of Credit, neither
the Administrative Agent, the Issuing Bank nor any Lender shall be responsible
(in the absence of gross negligence or willful misconduct in connection
therewith): (i) for the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the
application for and issuance of a Letter of Credit, even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent
or forged; (ii) for the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of a Letter of Credit to comply duly with conditions required in
order to draw upon such Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, facsimile, electronic transmission or otherwise; (v)
for errors in interpretation of technical trade terms; (vi) for any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Bank and
the Lenders, including, without limitation, any Governmental Acts. None of the
above shall affect, impair, or prevent the vesting of the Issuing Bank's rights
or powers under this Section 3.10.

      (C)   In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by Issuing Bank
under or in connection with the Letters of Credit or any related certificates
shall not, in the absence of gross negligence or willful misconduct, put the
Issuing Bank, the Administrative Agent or any Lender under any resulting
liability to the Company or relieve the Company of any of its obligations
hereunder to any such Person.

      (D)   Without prejudice to the survival of any other agreement of the
Company hereunder, the agreements and obligations of the Company contained in
this Section 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

      3.11. Cash Collateral. Notwithstanding anything to the contrary herein or
in any application for a Letter of Credit, following the occurrence and during
the continuance of a Default or upon payout or termination of this Agreement in
full in cash, the Company shall, on the Business Day that it receives
Administrative Agent's demand, deliver to the Administrative Agent for the
benefit of the Lenders and the Issuing Bank, cash (in Dollars), or other
collateral of

                                       47
<PAGE>

a type satisfactory to the Required Lenders, having a value, as determined by
such Lenders, equal to one hundred five percent (105%) of the aggregate Dollar
Amount of the outstanding L/C Obligations. In addition, if the Revolving Credit
Availability is at any time less than the Dollar Amount of all contingent L/C
Obligations outstanding at any time, the Borrowers shall deposit cash collateral
with the Administrative Agent in a Dollar Amount equal to one hundred five
percent (105%) of the Dollar Amount by which such L/C Obligations exceed such
Revolving Credit Availability. Any such collateral shall be held by the
Administrative Agent in a separate interest bearing account in the name of the
Company appropriately designated as a cash collateral account in relation to
this Agreement and the Letters of Credit and retained by the Administrative
Agent for the benefit of the Lenders and the Issuing Bank as collateral security
for the Company's obligations in respect of this Agreement and each of the
Letters of Credit. Such amounts shall be applied to reimburse the Issuing Bank
for drawings or payments under or pursuant to Letters of Credit, or if no such
reimbursement is required, to payment of such of the other Obligations as the
Administrative Agent shall determine. If no Default shall be continuing, amounts
remaining in any cash collateral account established pursuant to this Section
3.11 which are not to be applied to reimburse the Issuing Bank for amounts
actually paid or to be paid by the Issuing Bank in respect of a Letter of
Credit, shall be returned to the Company within one (1) Business Day (after
deduction of the Administrative Agent's expenses incurred in connection with
such cash collateral account).

                       ARTICLE IV: CHANGE IN CIRCUMSTANCES

      4.1.  Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date the relevant Lender became a
party to this Agreement and having general applicability to all banks within the
jurisdiction in which such Lender operates (excluding, for the avoidance of
doubt, the effect of and phasing in of capital requirements or other regulations
or guidelines passed prior to the date of this Agreement), or any interpretation
or application thereof by any Governmental Authority charged with the
interpretation or application thereof, or the compliance of any Lender
therewith,

            (A)   subjects any Lender or any applicable Lending Installation to
      any tax, duty, charge or withholding on or from payments due from the
      Company (excluding taxation of the overall net income of any Lender or
      taxation of a similar basis, which are governed by Section 2.14(E), and
      excluding any other taxes for which such Lender has been reimbursed by the
      Borrowers), or changes the basis of taxation of payments to any Lender in
      respect of its Revolving Loan Commitment, Loans, its L/C Interests, the
      Letters of Credit or other amounts due it hereunder, or

            (B)   imposes or increases or deems applicable any reserve,
      assessment, insurance charge, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by, any Lender or any applicable Lending Installation (other than reserves
      and assessments taken into account in the Statutory Reserve Rate or
      otherwise in determining the interest rate applicable to Eurocurrency Rate
      Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests
      or the Letters of Credit, or

                                       48
<PAGE>

            (C)   imposes any other condition the result of which is to increase
      the cost to any Lender or any applicable Lending Installation of making,
      funding or maintaining its Revolving Loan Commitment, the Loans, the L/C
      Interests or the Letters of Credit or reduces any amount receivable by any
      Lender or any applicable Lending Installation in connection with Loans or
      Letters of Credit, or requires any Lender or any applicable Lending
      Installation to make any payment calculated by reference to the amount of
      its Revolving Loan Commitment, Loans or the L/C Interests held or interest
      received by it or by reference to the Letters of Credit, by an amount
      deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C
Interests or Letters of Credit, or to reduce any amount received under this
Agreement, then, within fifteen (15) days after receipt by the Company of
written demand by such Lender pursuant to Section 4.5, the Company shall pay
such Lender that portion of such increased expense incurred or reduction in an
amount received which such Lender determines is attributable to making, funding
and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving
Loan Commitment; provided, however, that the Company shall not be required to
pay any additional amounts pursuant to this Section 4.1 incurred more than
ninety (90) days prior to the date of the relevant Lender's demand therefor.

      4.2.  Changes in Capital Adequacy Regulations. If a Lender determines (i)
the amount of capital required to be maintained by such Lender, any Lending
Installation of such Lender or any corporation controlling such Lender is
increased as a result of a "Change" (as defined below), and (ii) such increase
in capital will result in an increase in the cost to such Lender of maintaining
its Revolving Loan Commitment, Loans, L/C Interests, the Letters of Credit or
its obligation to make Loans hereunder, then, within fifteen (15) days after
receipt by the Company of written demand by such Lender pursuant to Section 4.5,
the Company shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital which
such Lender determines is attributable to this Agreement, its Loans, its L/C
Interests, the Letters of Credit or its obligation to make Loans hereunder
(after taking into account such Lender's policies as to capital adequacy);
provided, however, that the Company shall not be required to pay any additional
amounts pursuant to this Section 4.2 incurred more than ninety (90) days prior
to the date of the relevant Lender's demand therefor. "CHANGE" means (i) any
change after the date the relevant Lender became a party to this Agreement in
the "Risk-Based Capital Guidelines" (as defined below) excluding, for the
avoidance of doubt, the effect of any phasing in of such Risk-Based Capital
Guidelines or any other capital requirements passed prior to the date hereof or
(ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date the relevant
Lender became a party to this Agreement and having general applicability to all
banks and financial institutions within the jurisdiction in which such Lender
operates which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based
capital guidelines in effect in the United States on the date the relevant
Lender became a party to this Agreement, including transition rules, and (ii)
the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital

                                       49
<PAGE>

Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date the relevant Lender
became a party to this Agreement.

      4.3.  Availability of Types of Advances. If (i) any Lender determines that
maintenance of its Eurocurrency Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law or (ii) the Required Lenders determine that (x) deposits
of a type, currency or maturity appropriate to match fund Eurocurrency Rate
Loans are not available or (y) the interest rate applicable to Eurocurrency Rate
Loans does not accurately reflect the cost of making or maintaining such an
Advance, then the Administrative Agent shall suspend the availability of the
affected Type of Advance and, in the case of any occurrence set forth in clause
(i), require any Advances of the affected Type to be repaid or converted into
another Type.

      4.4.  Funding Indemnification. If any payment of principal on a
Eurocurrency Rate Loan occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration, prepayment, or
otherwise, or a Eurocurrency Rate Loan is not made or continued, or a Floating
Rate Advance is not converted into a Eurocurrency Rate Advance, in any such
case, on the date specified by any Borrower for any reason other than default by
the Lenders, or a Eurocurrency Rate Advance is not prepaid on the date specified
by the Company or any other Borrower for any reason, the Borrowers shall
indemnify each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain the Eurocurrency Rate Loan.

      4.5.  Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurocurrency Rate Loans to reduce any liability of the Borrowers to such
Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under Section 4.3, so long as such designation is not materially
disadvantageous, in the judgment of the Lender, to such Lender. Any demand for
compensation pursuant to Section 2.14(E) or this Article IV shall be in writing
and shall state the amount due, if any, under Section 2.14(E), 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on the
Borrowers in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Eurocurrency Rate Loan shall be
calculated as though each Lender funded its Eurocurrency Rate Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurocurrency Rate applicable to
such Loan, whether in fact that is the case or not. The obligations of the
Borrowers under Sections 2.14(E), 4.1, 4.2 or 4.4 shall survive payment of the
Obligations and termination of this Agreement.

                         ARTICLE V: CONDITIONS PRECEDENT

      5.1.  Conditions to Closing. This Agreement shall not become effective
(and the Lenders shall not be required to make the initial Loans or issue any
Letters of Credit) unless the Closing Date has occurred on or prior to August
31, 2005 and the Company has furnished to the Administrative Agent each of the
following, with sufficient copies for the Lenders, all in form and substance
satisfactory to the Administrative Agent and the Lenders:

                                       50
<PAGE>

            (1)   Copies of the Certificate of Incorporation (or other
      comparable constituent document) of each Initial Loan Party together with
      all amendments and a certificate of good standing, both certified by the
      appropriate governmental officer in its jurisdiction of organization;

            (2)   Copies, certified by the Secretary or Assistant Secretary of
      each Initial Loan Party of its By-Laws (or other comparable governing
      document) and of its Board of Directors' resolutions (and required
      resolutions of other bodies) authorizing the execution of the Loan
      Documents;

            (3)   An incumbency certificate, executed by the Secretary or
      Assistant Secretary of each Initial Loan Party which shall identify by
      name and title and bear the signature of the officers of such Initial Loan
      Party authorized to sign the Loan Documents (and, in the case of the
      Company, to make borrowings hereunder), upon which certificate the Lenders
      shall be entitled to rely until informed of any change in writing by the
      applicable Loan Party;

            (4)   A certificate, in form and substance satisfactory to the
      Administrative Agent, signed by the chief financial officer or treasurer
      of the Company, stating that on the Closing Date (both before and after
      giving effect to the Loans made and/or Letters of Credit issued thereon)
      all the representations in this Agreement are true and correct in all
      material respects (unless such representation and warranty is made as of a
      specific date, in which case, such representation and warranty shall be
      true and correct in all material respects as of such date) and no Default
      or Unmatured Default has occurred and is continuing;

            (5)   An opening compliance certificate, substantially in the form
      of Exhibit H attached hereto and made a part hereof, signed by the
      Company's chief financial officer or treasurer, but solely demonstrating
      compliance with the provisions of Section 7.4 as of the end of the fiscal
      quarter ending May 27, 2005;

            (6)   Evidence satisfactory to the Administrative Agent that the
      Prior Credit Agreement has terminated and that all obligations,
      indebtedness and liabilities outstanding under the Prior Credit Agreement
      have been repaid in full and all liens (if any) granted thereunder shall
      have been released, or the Company has arranged for such termination,
      repayment and release from the proceeds of the initial Loans hereunder (in
      either case, as documented in a payoff letter in form and substance
      reasonably satisfactory to the Administrative Agent);

            (7)   Written money transfer instructions reasonably requested by
      the Administrative Agent, addressed to the Administrative Agent and signed
      by an Authorized Officer;

            (8)   Evidence satisfactory to the Administrative Agent that the
      Company has paid to the Administrative Agent and the Arranger the fees
      agreed to in the fee letter described in Section 2.14(C)(ii);

                                       51
<PAGE>

            (9)   The written opinions of the Company's and the Subsidiary
      Guarantors' U.S. counsel in the forms of the opinions attached hereto as
      Exhibit E, addressed to the Administrative Agent and the Lenders, in form
      and substance acceptable to the Administrative Agent and its counsel;

            (10)  The written opinion of French counsel to Steelcase SAS,
      addressed to the Administrative Agent and the Lenders, in form and
      substance acceptable to the Administrative Agent and its counsel;

            (11)  A certificate, in form and substance satisfactory to the
      Administrative Agent, signed by the chief financial officer or treasurer
      of the Company, demonstrating that on the Closing Date, (i) the total
      assets of all Non-Obligor Subsidiaries do not exceed thirty percent (30%)
      of the Company's Consolidated Assets, determined as of February 25, 2005,
      and (ii) the total sales of all Non-Obligor Subsidiaries do not exceed
      thirty percent (30%) of the Company's Consolidated Sales, determined as of
      February 25, 2005 (it being understood and agreed, however, that, in
      making such determination, (a) twenty percent (20%) of the total assets
      and total sales of Steelcase SAS shall be deemed to constitute total
      assets and total sales of a Non-Obligor Subsidiary and (b) total assets
      and total sales of each Non-Obligor Subsidiary and Steelcase SAS shall be
      determined only by reference to the total assets and total sales of such
      Non-Obligor Subsidiary or Steelcase SAS (and not on a consolidated basis
      for such Non-Obligor Subsidiary or Steelcase SAS) and shall exclude all
      offsetting debits and credits between such Non-Obligor Subsidiary or
      Steelcase SAS and its respective consolidated Subsidiaries and all equity
      investments in such consolidated Subsidiaries);

            (12)  A certificate, in form and substance satisfactory to the
      Administrative Agent, signed by an Authorized Officer of the Company, (a)
      identifying and describing the ownership of the Significant Subsidiaries
      of the Company as of the Closing Date and (b) identifying and attaching
      the Investment Policy of the Company as in effect on the Closing Date; and

            (13)  Such other documents as the Administrative Agent or any Lender
      or its counsel may have reasonably requested with at least two (2)
      Business Days' prior notice (unless the Company otherwise consents, such
      consent not to be unreasonably withheld or delayed), including, without
      limitation, the Guarantees and each other instrument, document or
      agreement reflected on the List of Closing Documents attached as Exhibit F
      to this Agreement.

Without in any way limiting the foregoing, this Agreement shall not become
effective unless and until it has been executed by the Company, the
Administrative Agent and the Lenders, and each such party has notified the
Administrative Agent by facsimile or electronic transmission that it has taken
such action.

      5.2.  Each Advance and Letter of Credit. The Lenders shall not be required
to make any Advance, or issue any Letter of Credit, unless on the applicable
Borrowing Date, or in the case of a Letter of Credit, the date on which the
Letter of Credit is to be issued, both before and after giving effect to such
Advance or Letter of Credit:

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<PAGE>

      (A)   There exists no Default or Unmatured Default;

      (B)   The representations and warranties contained in Article VI are true
and correct in all material respects as of such Borrowing Date (unless such
representation and warranty is made as of a specific date, in which case, such
representation and warranty shall be true and correct in all material respects
as of such date; it being understood and agreed that the representations and
warranties set forth in Sections 6.5 and 6.7 shall only be made as of the
Closing Date); and

      (C)   The Dollar Amount of the Revolving Credit Obligations do not, and
after making such proposed Advance or issuing such Letter of Credit would not,
exceed the Aggregate Revolving Loan Commitment.

Each Borrowing/Election Notice with respect to each such Advance and the letter
of credit application with respect to each Letter of Credit shall constitute a
representation and warranty by the Company that the conditions contained in
Sections 5.2(A), (B) and (C) have been satisfied. Any Lender or the Issuing Bank
may require a duly completed officer's certificate in substantially the form of
Exhibit G hereto and/or a duly completed compliance certificate in substantially
the form of Exhibit H hereto as a condition to making an Advance or issuing a
Letter of Credit, as the case may be.

      5.3.  Initial Advance to Each New Subsidiary Borrower. Without in any way
limiting the applicability of the foregoing Sections 5.1 and 5.2, the Lenders
shall not be required to make any Advance hereunder, or issue any Letter of
Credit, in each case, to or with respect to any Subsidiary Borrower unless the
Company or such Subsidiary Borrower has furnished or caused to be furnished to
the Administrative Agent with sufficient copies for the Lenders:

            (i)   The Assumption Letter executed and delivered by such
      Subsidiary Borrower and containing the written consent of the Company
      thereon, as contemplated by Section 2.23;

            (ii)  Copies of the Certificate of Incorporation (or other
      comparable constituent document) of such Subsidiary Borrower, together
      with all amendments and a certificate of good standing (or equivalent
      thereof, to the extent obtainable in any jurisdiction outside the United
      States), both certified by the appropriate governmental officer in its
      jurisdiction of organization;

            (iii) Copies, certified by the Secretary or Assistant Secretary of
      such Subsidiary Borrower, of its By-Laws (or other comparable governing
      document) and of its Board of Directors' (or comparable governing body's)
      resolutions (and required resolutions of other bodies) authorizing the
      execution of the Loan Documents to which it is a party;

            (iv)  An incumbency certificate, executed by the Secretary or
      Assistant Secretary of such Subsidiary Borrower, which shall identify by
      name and title and bear the signature of the officers thereof authorized
      to sign the Loan Documents, upon which certificate the Lenders shall be
      entitled to rely until informed of any change in writing by the such
      Subsidiary Borrower;

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<PAGE>

            (v)   An opinion of counsel to such Subsidiary Borrower with respect
      to the laws of its jurisdiction of organization, addressed to the
      Administrative Agent and the Lenders, substantially in the form attached
      as part of Exhibit E hereto but with such assumptions, qualifications and
      deviations therefrom as the Administrative Agent shall approve and
      otherwise in form and substance acceptable to the Administrative Agent and
      its counsel;

            (vi)  Promissory notes payable to each of the Lenders requesting
      promissory notes pursuant to Section 2.12(D) hereof;

            (vii) In connection with the addition of a Foreign Subsidiary\
      Borrower, an amendment to this Credit Agreement to the extent the
      Administrative Agent deems such amendment necessary or advisable;

            (viii) In connection with the addition of the first Subsidiary
      Borrower hereunder, the Company Guaranty executed and delivered by the
      Company, together with the written opinion of the Company's U.S. counsel
      relating to such Company Guaranty, addressed to the Administrative Agent
      and the Lenders, in form and substance acceptable to the Administrative
      Agent and its counsel; and

            (ix)  Such other instruments, documents or agreements as the
      Administrative Agent may reasonably request in connection with the
      addition of such Subsidiary Borrower, all in form and substance reasonably
      satisfactory to the Administrative Agent.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

            In order to induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and the other financial accommodations
to the Company and to issue the Letters of Credit described herein, the Company
represents and warrants as follows with respect to itself and, to the extent
applicable, its Subsidiaries (and each Subsidiary Borrower shall also be deemed
to make each representation and warranty to the extent it relates to such
Subsidiary Borrower and, to the extent applicable, its Subsidiaries) to each
Lender and the Administrative Agent as of the Closing Date, giving effect to the
consummation of the transactions contemplated by the Loan Documents on the
Closing Date, and thereafter on each date as required by Section 5.2 (it being
understood and agreed that, notwithstanding anything to the contrary contained
in the Loan Documents, the representations and warranties set forth in Sections
6.5 and 6.7 shall only be made as of the Closing Date):

      6.1.  Organization; Corporate Powers. Each of the Company and its
Significant Subsidiaries (i) is a corporation, partnership or limited liability
company (or other analogous foreign business entity) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization (or has analogous status to "good standing" in the case of any
jurisdiction outside the United States), (ii) is duly qualified to do business
as a foreign entity and is in good standing under the laws of each jurisdiction
in which failure to be so qualified and in good standing could reasonably be
expected to have a Material Adverse Effect and (iii) has all requisite power and
authority to own and operate its property and to conduct its business as

                                       54
<PAGE>

presently conducted and as proposed to be conducted, except where the failure to
have such power and authority could not reasonably be expected to have a
Material Adverse Effect.

      6.2.  Authority; Validity; Enforceability.

      (A)   Each of the Company and each of its Significant Subsidiaries has the
requisite power and authority to execute, deliver and perform each of the Loan
Documents which have been executed by it (if any) as required by this Agreement
and the other Loan Documents.

      (B)   The execution, delivery, and performance, of each of the Loan
Documents which have been executed as required by this Agreement, the other Loan
Documents or otherwise to which the Company or any of its Significant
Subsidiaries is party, and the consummation of the transactions contemplated
thereby, have been duly authorized by all requisite corporate, partnership or
limited liability company acts (or analogous acts in the case of any Foreign
Subsidiary), including any required shareholder or partner approval, of the
Company or any such Significant Subsidiary, respectively.

      (C)   Each of the Loan Documents to which the Company or any of its
Significant Subsidiaries is a party has been duly executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and general equitable principles).

      6.3.  No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Company or any of its
Significant Subsidiaries, respectively, is a party do not and will not (i)
conflict with the certificate or articles of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization
or formation, by-laws, operating agreement or other management agreement (or any
other analogous constituent documents) of the Company or such Significant
Subsidiary, (ii) conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any Requirement of Law
(including, without limitation, any Environmental Property Transfer Act) or
Contractual Obligation of the Company or such Significant Subsidiary, or require
termination of any Contractual Obligation, except any such conflict, breach,
default or termination which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect, or (iii) result in or
require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Company or such Significant Subsidiary, other than
Liens permitted or created by the Loan Documents. The execution, delivery and
performance by the Company or any Significant Subsidiary of each of the Loan
Documents to which the Company or any such Significant Subsidiary, respectively,
is a party do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by any Governmental
Authority (including under any Environmental Property Transfer Act) or any other
third party except such registrations, consents, approvals, notices and other
actions which have been made, obtained or given, or which, if not made, obtained
or given, individually or in the aggregate could not reasonably be expected to
have a Material Adverse Effect.

      6.4.  Financial Statements. The consolidated financial statements of the
Company and its Subsidiaries (including for this purpose any consolidated Owned
Dealer Affiliate) at and for the

                                       55
<PAGE>

year ended February 25, 2005 heretofore delivered to the Administrative Agent
and the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operation of the Company and
its Subsidiaries (including for this purpose any consolidated Owned Dealer
Affiliate) at February 25, 2005 and the consolidated results of their operations
for the period then ended.

      6.5.  No Material Adverse Change. Since February 25, 2005, there has
occurred no change in the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise), performance or prospects of the
Company and its Subsidiaries, taken as a whole, which has had or could
reasonably be expected to have a Material Adverse Effect.

      6.6.  Taxes. Each of the Company and its Significant Subsidiaries has
filed or caused to be filed all federal, state, local or other (including
foreign) tax returns which are required to be filed by it and, except for taxes
and assessments being contested in good faith and reserved for in accordance
with generally accepted accounting principles as in effect from time to time,
have paid or caused to be paid all taxes as shown on said returns or any
assessment received by it, to the extent that such taxes have become due, except
where the failure to file such tax returns or pay such taxes or assessments
could not reasonably be expected to have a Material Adverse Effect. The Company
has no knowledge of any proposed tax assessment against the Company or any of
its Significant Subsidiaries that has had or could reasonably be expected to
have a Material Adverse Effect.

      6.7.  Litigation. There is no action, suit, proceeding or arbitration
before or by any Governmental Authority or private arbitrator pending or, to the
Company's knowledge, threatened against the Company, any of its Significant
Subsidiaries or any property of any of them which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

      6.8.  Significant Subsidiaries. The officer's certificate delivered to the
Administrative Agent pursuant to Section 5.1(12) of this Agreement (as updated
from time to time by the Company at the reasonable request of the Administrative
Agent after the formation, acquisition or dissolution of any Significant
Subsidiary) identifies, and describes the ownership of, the Significant
Subsidiaries of the Company. The outstanding Capital Stock of each of the
Company's Significant Subsidiaries is duly authorized, validly issued, fully
paid and nonassessable, except to the extent that the failure to be duly
authorized, validly issued, fully paid or nonassessable could not reasonably be
expected to have a Material Adverse Effect.

      6.9.  ERISA. No Benefit Plan has incurred any material accumulated funding
deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived. Neither the Company nor any member of the Controlled
Group has incurred any material liability to the PBGC which remains outstanding
other than for the payment of premiums. As of the last day of the most recent
prior plan year, the market value of assets under each Benefit Plan, other than
any Multiemployer Plan, was not by a material amount less than the present value
of benefit liabilities thereunder (determined in accordance with the actuarial
valuation assumptions described therein). Neither the Company nor any member of
the Controlled Group has (i) failed to make a required contribution or payment
to a Multiemployer Plan of a material

                                       56
<PAGE>

amount or (ii) incurred a material complete or partial withdrawal under Section
4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Company nor
any member of the Controlled Group has failed to make an installment or any
other payment, in either case, of a material amount required under Section 412
of the Code on or before the due date for such installment or other payment.
There have been no and there is no prohibited transaction described in Sections
406 of ERISA or 4975 of the Code with respect to any Plan for which a statutory
or administrative exemption does not exist and which could reasonably be
expected to subject the Company or any of its Significant Subsidiaries to
material liability. Neither the Company nor any member of the Controlled Group
has taken or failed to take any action which would constitute or result in a
Termination Event which could reasonably be expected to subject the Company or
any of its Significant Subsidiaries to material liability. Neither the Company
nor any member of the Controlled Group is subject to any material liability
under, or has any potential material liability under, Section 4063, 4064, 4069,
4204 or 4212(c) of ERISA.

      For purposes of this Section 6.9, "material" means any amount,
noncompliance or other basis for liability which, individually or in the
aggregate with each other basis for liability under this Section 6.9, could
reasonably be expected to subject the Company or any of its Significant
Subsidiaries to liability at any time in excess of $30,000,000.

      6.10. Accuracy of Information. The information, exhibits and reports
(other than financial projections) furnished by the Company, or by the Company
on behalf of any of its Significant Subsidiaries, in writing to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents, and all certificates and documents
delivered to the Administrative Agent and the Lenders pursuant to the terms
thereof, taken as a whole, do not contain as of the date thereof any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in light of the circumstances under
which they were made, not misleading in any material respect. All financial
projections, if any, that have been prepared by the Company and made available
to the Administrative Agent or any Lender, have been prepared in good faith
based upon assumptions the Company, in its exercise of commercially reasonable
judgment, believed to be reasonable (it being understood that such projections
are subject to significant uncertainties and contingencies, many of which are
beyond the Company's control, and that no assurance can be given that the
projections will be realized).

      6.11. Securities Activities. Neither the Company nor any of its
Significant Subsidiaries is engaged in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Margin
Stock, and Margin Stock constitutes less than 25% of the value of those assets
of the Company and its Subsidiaries which are subject to any limitation on sale,
pledge, or other restriction hereunder.

      6.12. Material Agreements. Neither the Company nor any of its Significant
Subsidiaries has received written notice that (i) it is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation to which it is a party or
(ii) any condition exists which, with the giving of notice or the lapse of time
or both, would constitute a default with respect to any such Contractual
Obligation, in the case of each of clauses (i) and (ii), which default or
condition has not been waived and has had, or if not

                                       57
<PAGE>

remedied within any applicable grace period could reasonably be likely to have,
a Material Adverse Effect.

      6.13. Compliance with Laws. The Company and its Significant Subsidiaries
are in compliance with all Requirements of Law applicable to them and their
respective businesses, except where the failure to so comply individually or in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

      6.14. Assets and Properties. Each of the Company and its Significant
Subsidiaries has good title to all material real and personal properties owned
by it and a valid leasehold interest in all of its material leased assets.

      6.15. Statutory Indebtedness Restrictions. Neither the Company nor any of
its Significant Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, or the Investment Company
Act of 1940, or any other foreign, federal, state or local statute or regulation
which limits its ability to incur indebtedness or its ability to consummate the
transactions contemplated hereby.

      6.16. Environmental Matters.

            (i)   The operations of the Company and its Significant Subsidiaries
      comply in all material respects with Environmental Requirements of Law.

            (ii)  The Company and its Significant Subsidiaries have all material
      permits, licenses or other authorizations required under Environmental
      Requirements of Law and are in material compliance with such permits.

            (iii) Neither the Company, any of its Significant Subsidiaries nor
      any of their respective currently owned or leased property or operations,
      or, to the Company's or any of its Significant Subsidiaries' knowledge,
      any of their respective formerly owned or leased property or operations,
      are subject to or the subject of, any pending or threatened investigation
      known to the Company or any of its Significant Subsidiaries, any pending
      or, to the Company's or any of its Significant Subsidiaries' knowledge,
      threatened judicial or administrative proceeding, order, judgment, decree,
      settlement or other agreement respecting: (A) any material violation of
      Environmental Requirements of Law; (B) any material remedial action; or
      (C) any material claims or liabilities arising from the Release or
      threatened Release of a Contaminant into the environment.

            (iv)  There is not now, nor to the Company's or any of its
      Significant Subsidiaries' knowledge has there ever been, on or in the
      property of the Company or any of its Significant Subsidiaries any
      material landfill, waste pile, underground storage tanks, aboveground
      storage tanks, surface impoundment or hazardous waste storage facility,
      any material polychlorinated biphenyls (PCBs) used in hydraulic oils,
      electric transformers or other equipment, or any material asbestos
      containing material that is, in any case, reasonably likely to give rise
      to any material claim or liability under any Environmental Requirements of
      Law.

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<PAGE>

            (v)   To the knowledge of the Company or any of its Significant
      Subsidiaries, neither the Company nor any of its Significant Subsidiaries
      has any material Contingent Obligation in connection with any Release or
      threatened Release of a Contaminant into the environment.

For purposes of this Section 6.16 "material" means any noncompliance or basis
for liability which, individually or in the aggregate, could reasonably be
likely to subject the Company or any of its Significant Subsidiaries to
liability at any time in excess of $30,000,000.

      6.17. Insurance. The Company maintains, and has caused each Significant
Subsidiary to maintain, with financially sound and reputable insurance
companies, insurance in such amounts, subject to deductibles and self-insurance
retentions, and covering such properties and risks, as is consistent with sound
business practices.

      6.18. Solvency. After giving effect to (i) the Loans to be made (or, if
applicable, Letters of Credit to be issued) on the Closing Date or such other
date as Loans requested hereunder are made (or Letters of Credit are issued),
(ii) the other transactions contemplated by this Agreement and the other Loan
Documents and (iii) the payment and accrual of all transaction costs with
respect to the foregoing, the Company is, and the Company and its Subsidiaries
taken as a whole are, Solvent.

      6.19. Benefits. Each of the Company and its Significant Subsidiaries will
benefit from the financing arrangement established by this Agreement. The
Administrative Agent and the Lenders have stated and the Company acknowledges
that, but for the agreement by each of the Subsidiary Guarantors to execute and
deliver the Subsidiary Guarantees, any Subsidiary Borrower to assume joint and
several liability for the Obligations to the extent provided in Section 1.4 or
any other Subsidiary to execute and deliver any Loan Document to which it is a
party, the Administrative Agent and the Lenders would not have made available
the credit facilities established hereby on the terms set forth herein.

      6.20. Additional Representations and Warranties of Foreign Subsidiary
Borrowers. In addition to the foregoing representations and warranties made by
the Company on behalf of the Foreign Subsidiary Borrowers, or deemed to be made
by the Foreign Subsidiary Borrowers, each Foreign Subsidiary Borrower further
represents and warrants to the Administrative Agent and the Lenders as follows,
except to the extent agreed by the Administrative Agent and the Lenders and set
forth in the relevant Assumption Letter:

      (A)   Filing. To ensure the enforceability or admissibility in evidence of
this Agreement and each other Loan Document to which such Foreign Subsidiary
Borrower is a party in its jurisdiction of organization ("HOME COUNTRY"), it is
not necessary that this Agreement or any other Loan Document to which such
Foreign Subsidiary Borrower is a party or any other document be filed or
recorded with any court or other authority in its Home Country or that any stamp
or similar tax be paid in respect of this Agreement or any other Loan Document
of such Foreign Subsidiary Borrower. The qualification by any Lender or the
Administrative Agent for admission to do business under the laws of such Foreign
Subsidiary Borrower's Home Country does not constitute a condition to, and the
failure to so qualify does not affect, the exercise by any Lender or the
Administrative Agent of any right, privilege, or remedy afforded to any

                                       59
<PAGE>

Lender or the Administrative Agent in connection with the Loan Documents to
which such Foreign Subsidiary Borrower is a party or the enforcement of any such
right, privilege, or remedy against such Foreign Subsidiary Borrower. The
performance by any Lender or the Administrative Agent of any action required or
permitted under the Loan Documents will not in any manner that could reasonably
be expected to have a Material Adverse Effect: (i) violate any law or regulation
of such Foreign Subsidiary Borrower's Home Country or any political subdivision
thereof; (ii) result in any tax or other monetary liability to such party
pursuant to the laws of such Foreign Subsidiary Borrower's Home Country or
political subdivision or taxing authority thereof (provided, that, should any
such action result in any such tax or other monetary liability to the Lender or
the Administrative Agent, such Foreign Subsidiary Borrower hereby agrees to
indemnify such Lender or the Administrative Agent, as the case may be, against
(x) any such tax or other monetary liability and (y) any increase in any tax or
other monetary liability which results from such action by such Lender or the
Administrative Agent and, to the extent such Foreign Subsidiary Borrower makes
such indemnification, the incurrence of such liability by the Administrative
Agent or any Lender will not constitute a Default); or (iii) violate any rule or
regulation of any federation or organization or similar entity of which the such
Foreign Subsidiary Borrower's Home Country is a member.

      (B)   No Immunity. Neither such Foreign Subsidiary Borrower nor any of its
assets is entitled to immunity from suit, execution, attachment or other legal
process in connection with the enforcement of, or any dispute arising in
connection with, any Loan Document to which it is a party. Such Foreign
Subsidiary Borrower's execution and delivery of the Loan Documents to which it
is a party constitute, and the exercise of its rights and performance of and
compliance with its obligations under such Loan Documents will constitute,
private and commercial acts done and performed for private and commercial
purposes.

                             ARTICLE VII: COVENANTS

      The Company covenants and agrees on behalf of itself and, to the extent
applicable, its Significant Subsidiaries (and each Subsidiary Borrower shall
also be deemed to so covenant and agree to the extent such covenant relates to
such Subsidiary Borrower and, to the extent applicable, its Subsidiaries) that
so long as any Revolving Loan Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than contingent indemnity
obligations) and termination of all Letters of Credit (or cash collateralization
thereof in accordance with Section 3.11), unless the Required Lenders shall
otherwise give prior written consent:

      7.1.  Reporting. The Company shall (it being agreed that the Company may
furnish or deliver any of the reports or information set forth in this Section
7.1 in electronic form, including by the concurrent notification and provision
of a link to an Internet website on which such report or information is posted):

      (A)   Financial Reporting. Furnish to the Administrative Agent (with
sufficient copies for each of the Lenders, which copies shall be distributed to
the Lenders by the Administrative Agent):

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<PAGE>

            (i)   Quarterly Reports. As soon as practicable, and in any event
      within fifty (50) days after the end of each of the Company's first three
      fiscal quarters, the consolidated balance sheet of the Company and its
      Subsidiaries (including, for this purpose, any consolidated Owned Dealer
      Affiliate) as at the end of such period and the related consolidated
      statements of income and cash flows of the Company and its Subsidiaries
      (including, for this purpose, any consolidated Owned Dealer Affiliate) for
      such fiscal quarter and for the period from the beginning of the then
      current fiscal year to the end of such fiscal quarter.

            (ii)  Annual Reports. As soon as practicable, and in any event
      within ninety-five (95) days after the end of each fiscal year, (1) the
      consolidated balance sheet of the Company and its Subsidiaries (including,
      for this purpose, any consolidated Owned Dealer Affiliate) as at the end
      of such fiscal year and the related consolidated statements of income,
      stockholders' equity and cash flows of the Company and its Subsidiaries
      (including, for this purpose, any consolidated Owned Dealer Affiliate) for
      such fiscal year, and in comparative form the corresponding figures for
      the previous fiscal year, and (2) an audit report on the consolidated
      financial statements listed in clause (1) hereof of independent certified
      public accountants of recognized national standing, which audit report
      shall be unqualified and shall state that such financial statements fairly
      present, in all material respects, the consolidated financial position of
      the Company and its Subsidiaries (including, for this purpose, any
      consolidated Owned Dealer Affiliate) as at the dates indicated and the
      results of their operations and cash flows for the periods indicated in
      conformity with generally accepted accounting principles and that the
      examination by such accountants in connection with such consolidated
      financial statements has been made in accordance with generally accepted
      auditing standards.

            (iii) Officer's and Compliance Certificates. Together with each
      delivery of any financial statement pursuant to clauses (i) and (ii) of
      this Section 7.1(A), commencing with the first such delivery to occur
      after the Closing Date, (a) an Officer's Certificate of the Company,
      substantially in the form of Exhibit G attached hereto and made a part
      hereof, stating that (x) as of the date of such Officer's Certificate no
      Default or Unmatured Default exists, or if any Default or Unmatured
      Default exists, stating the nature and status thereof and (y) the Company,
      the Company's chief executive officer, and the Company's chief financial
      officer are in compliance with all requirements of Section 302 and Section
      906 of the Sarbanes-Oxley Act of 2002 and all rules and regulations
      related thereto (or such other officers as may be required from time to
      time thereunder), and (b) a compliance certificate, substantially in the
      form of Exhibit H attached hereto and made a part hereof, signed by the
      Company's chief financial officer or treasurer, demonstrating compliance
      with the provisions of Sections 7.2(I) and 7.4 and identifying the
      Material Subsidiaries of the Company at such time, all in accordance with
      Agreement Accounting Principles, and, in the case of any compliance
      certificate delivered with the quarterly financial statements required by
      Section 7.1(A)(i) above, certifying that such financial statements fairly
      present, in all material respects, the consolidated financial position of
      the Company and its Subsidiaries (including, for this purpose, any
      consolidated Owned Dealer Affiliate) as at the dates indicated and the
      results of their operations and cash flows for the periods indicated in
      accordance with

                                       61
<PAGE>

      generally accepted accounting principles as in effect at such time,
      subject to normal year-end audit adjustments and the absence of footnotes.

      (B)   Notice of Default. Promptly upon an Authorized Officer of the
Company obtaining knowledge (i) of any condition or event which constitutes a
Default or Unmatured Default, or becoming aware that any Lender or
Administrative Agent has given any written notice to the Company with respect to
a claimed Default or Unmatured Default under this Agreement, or (ii) that any
Person has given any written notice to the Company or any Significant Subsidiary
or taken any other action with respect to a claimed default or event or
condition of the type referred to in Section 8.1(E), the Company shall deliver
to the Administrative Agent and the Lenders an Officer's Certificate specifying
(a) the nature and period of existence of any such claimed default, Default,
Unmatured Default, condition or event, (b) the notice given or action taken by
such Person in connection therewith and (c) what action the Company has taken,
is taking and proposes to take with respect thereto.

      (C)   Lawsuits. (i) Promptly upon an Authorized Officer of the Company
obtaining knowledge of the institution of, or written threat of, any action,
suit, proceeding or arbitration, by or before any Governmental Authority,
against or affecting the Company or any of its Significant Subsidiaries or any
property of the Company or any of its Significant Subsidiaries not previously
disclosed pursuant to Section 6.7, which action, suit, proceeding or arbitration
(or in the case of multiple actions, suits, proceedings or arbitrations arising
out of the same general allegations or circumstances, which actions, suits
proceedings or arbitrations), if adversely determined, could reasonably be
expected to expose the Company or any of its Significant Subsidiaries to
liability in an amount aggregating $35,000,000 or more (exclusive of claims
covered by insurance policies of the Company or any of its Significant
Subsidiaries unless the insurers of such claims have disclaimed coverage or
reserved the right to disclaim coverage on such claims and exclusive of claims
covered by the indemnity of a financially responsible indemnitor in favor of the
Company or any of its Significant Subsidiaries unless the indemnitor has
disclaimed or reserved the right to disclaim coverage thereof), give written
notice thereof to the Administrative Agent and the Lenders and provide such
other information as may be reasonably available to enable each Lender to
evaluate such matters; and (ii) in addition to the requirements set forth in
clause (i) of this Section 7.1(C), upon request of the Administrative Agent or
the Required Lenders, promptly give written notice of the status of any action,
suit, proceeding or arbitration covered by a report delivered pursuant to clause
(i) above and provide such other information as may be reasonably available to
it that would not jeopardize any attorney-client privilege by disclosure to the
Lenders to enable each Lender and the Administrative Agent and its counsel to
evaluate such matters.

      (D)   ERISA Notices. Deliver or cause to be delivered to the
Administrative Agent, at the Company's expense, the following information and
notices as soon as reasonably possible and in any event:

            (i)   within ten (10) Business Days after any Authorized Officer of
      the Company knows or should have known that a Termination Event has
      occurred which, individually or in the aggregate, could reasonably be
      expected to subject the Company or any of its Significant Subsidiaries to
      liability in excess of $25,000,000, a written statement of the chief
      financial officer or treasurer of the Company describing such

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      Termination Event and the action, if any, which the member of the
      Controlled Group has taken, is taking or proposes to take with respect
      thereto, and when known, any action taken or threatened by the IRS, DOL or
      PBGC with respect thereto;

            (ii)  within ten (10) Business Days after an Authorized Officer of
      the Company knows or should have known of the filing of any funding waiver
      request with the IRS, a copy of such funding waiver request and thereafter
      all communications received by the Company or a member of the Controlled
      Group with respect to such request within ten (10) Business Days such
      communication is received; and

            (iii) within ten (10) Business Days after an Authorized Officer of
      the Company knows or should have known that (a) a Multiemployer Plan has
      been terminated, (b) the administrator or plan sponsor of a Multiemployer
      Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has
      instituted or will institute proceedings under Section 4042 of ERISA to
      terminate a Multiemployer Plan, a notice describing such matter, in each
      case, if such termination could reasonably be expected, individually or in
      the aggregate, to subject the Company or any of its Significant
      Subsidiaries to liability in excess of $25,000,000.

      (E)   Other Reports. Deliver or cause to be delivered to the
Administrative Agent and the Lenders copies of (i) all financial statements,
reports and notices, if any, sent by the Company to its securities holders or
filed with the Commission by the Company, and (ii) all notifications received
from the Commission by the Company or its Subsidiaries pursuant to the
Securities Exchange Act and the rules promulgated thereunder. The Company shall
include the Administrative Agent and the Lenders on its standard distribution
lists for all press releases made available generally by the Company to the
public concerning material developments in the business of the Company and its
Subsidiaries, taken as a whole.

      (F)   Environmental Notices. As soon as possible and in any event within
thirty (30) days after receipt by the Company or any of its Significant
Subsidiaries, deliver to the Administrative Agent a copy of (i) any written
notice or claim to the effect that the Company or any of its Significant
Subsidiaries is or may be liable to any Person as a result of the Release by the
Company, any of its Significant Subsidiaries, or any other Person of any
Contaminant into the environment, and (ii) any written notice alleging any
violation of any Environmental Requirements of Law by the Company or any of its
Significant Subsidiaries if, in either case, such notice or claim relates to an
event which could reasonably be expected to subject the Company or any of its
Significant Subsidiaries to liability individually or in the aggregate in excess
of $25,000,000.

      (G)   Other Information. Promptly upon receiving a request therefor from
the Administrative Agent or any Lender, prepare and deliver to the
Administrative Agent and the Lenders such other information with respect to the
Company or any of its Subsidiaries, as from time to time may be reasonably
requested by the Administrative Agent or any Lender.

      7.2.  Affirmative Covenants.

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      (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(G), the Company shall, and shall cause each of its Significant Subsidiaries
to, at all times maintain its valid existence and (to the extent such concept
applies to such entity) good standing status as a corporation, partnership,
limited liability company or analogous foreign entity in its jurisdiction of
incorporation or organization, as the case may be, and preserve and keep, or
cause to be preserved and kept, in full force and effect its rights and
franchises material to its businesses.

      (B) Corporate Powers; Conduct of Business. The Company shall, and shall
cause each of its Significant Subsidiaries to, qualify and remain qualified to
do business in each jurisdiction in which the nature of its business requires it
to be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect.

      (C) Compliance with Laws, Etc. The Company shall, and shall cause its
Significant Subsidiaries to, (a) comply with all Requirements of Law (including,
without limitation, Section 302 and Section 906 of the Sarbanes-Oxley Act of
2002 and any Environmental Requirements of Law) affecting such Person or the
business, properties, assets or operations of such Person and (b) obtain as
needed all permits necessary for its operations and maintain such permits in
good standing, unless failure to comply with such Requirements of Law or to
obtain or maintain such permits could not reasonably be expected to have a
Material Adverse Effect.

      (D) Payment of Taxes and Claims; Tax Consolidation. The Company shall pay,
and cause each of its Significant Subsidiaries to pay, all material taxes,
assessments and other governmental charges imposed upon it or on any of its
properties or assets or in respect of any of its franchises, business, income or
property before any penalty accrues thereon; provided, however, that no such
taxes, assessments and governmental charges need be paid if being contested in
good faith by appropriate proceedings diligently instituted and conducted and if
such reserve or other appropriate provision, if any, as shall be required in
conformity with generally accepted accounting principles as in effect from time
to time shall have been made therefor or if the failure to pay such taxes,
assessments and governmental charges could not reasonably be expected to have a
Material Adverse Effect.

      (E) Insurance. The Company shall maintain for itself and its Significant
Subsidiaries, or shall cause each of its Significant Subsidiaries to maintain in
full force and effect, insurance in such amounts, subject to deductibles and
self-insurance retentions, and covering such properties and risks, as is
consistent with sound business practices.

      (F) Inspection of Property; Books and Records; Discussions. The Company
shall permit and cause each of the Company's Significant Subsidiaries to permit,
any authorized representative(s) designated by the Administrative Agent or any
Lender to visit and inspect any of the properties of the Company or any of its
Significant Subsidiaries, to examine, audit, check and make copies of their
respective financial and accounting records, books, journals, orders, receipts
and any correspondence and other data relating to their respective businesses or
the transactions contemplated hereby (including, without limitation, in
connection with environmental compliance, hazard or liability), and to discuss
their affairs, finances and accounts with their officers, all upon reasonable
notice and at such reasonable times during normal business hours and at the sole
expense of the inspecting Administrative Agent or Lender, as the case may be;
provided, that for so long as no Default has occurred and is continuing, the

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Administrative Agent and each Lender shall only be entitled to one such
inspection and visitation by its respective financial institution in any
consecutive twelve-month period (it being understood and agreed that after the
occurrence and during the continuance of a Default the number of such
inspections shall not be limited and any such inspection shall be at the sole
expense of the Company). The Company shall keep and maintain, in all material
respects, proper books of record and account on a consolidated basis in which
entries in conformity with generally accepted accounting principles as in effect
from time to time shall be made of all dealings and transactions in relation to
their respective businesses and activities and, if different, documentation to
support adjustments to conform to Agreement Accounting Principles.

      (G) Maintenance of Property. The Company shall cause all material property
used in the conduct of its business to be maintained and kept in adequate
condition, repair and working order and supplied with all necessary equipment
and shall cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly conducted at all times, except to the extent that the failure to so
maintain such property or make such repairs, renewals, replacements, betterments
or improvements could not reasonably be expected to have a Material Adverse
Effect; provided, however, that, subject to the other terms of this Agreement,
nothing in this Section 7.2(G) shall prevent the Company from discontinuing the
operation or maintenance of any of such property if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business.

      (H) Use of Proceeds. The Company shall use the proceeds of the Revolving
Loans for general corporate purposes of the Company and its Subsidiaries
(including, without limitation, to consummate Permitted Acquisitions).

      (I) Guaranty Documentation from Subsidiaries. In addition to executing and
delivering the Company Guaranty as and when required by Section 5.3 and causing
each Material Domestic Subsidiary as of the Closing Date and Steelcase SAS to
execute and deliver a Subsidiary Guaranty on the Closing Date as required by
Section 5.1, the Company will (a) cause each Subsidiary that becomes a Material
Domestic Subsidiary or a Material Foreign Subsidiary that is a Special Foreign
Subsidiary after the Closing Date (whether by virtue of the consummation of a
Permitted Acquisition, a sale, lease, conveyance, disposition or other transfer
of any assets, contributions to capital, additional Investments in such
Subsidiary, any corporate reorganization or otherwise), to execute and deliver
to the Administrative Agent, as promptly as possible but in any event within
sixty (60) days after becoming a Material Domestic Subsidiary or a Material
Foreign Subsidiary that is a Special Foreign Subsidiary an executed supplement
to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of
Annex I to Exhibit I attached hereto (whereupon such Subsidiary shall become a
"Subsidiary Guarantor" under such Subsidiary Guaranty and this Agreement) or, in
the case of a guaranty by any Special Foreign Subsidiary, such form of guaranty
as may be enforceable under the laws of its jurisdiction of organization in the
determination of the Administrative Agent and its counsel, and (b) deliver
and/or cause each such Subsidiary to deliver resolutions, officer's
certificates, opinions of counsel and such other authorizing documentation as
the Administrative Agent may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent.

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      7.3. Negative Covenants.

      (A) Indebtedness of Non-Guarantor Subsidiaries. The Company shall not
permit any Non-Guarantor Subsidiary to directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness, except:

            (i) Permitted Existing Non-Guarantor Subsidiary Indebtedness and
      Permitted Refinancing Indebtedness with respect thereto;

            (ii) other Indebtedness in addition to that referred to elsewhere in
      this Section 7.3(A) incurred by the Non-Guarantor Subsidiaries in an
      aggregate outstanding principal amount not to exceed $50,000,000 at any
      time.

      (B) Asset Sales. Neither the Company nor any of its Subsidiaries shall
consummate any Asset Sale after the Closing Date (which, for purposes of
clarification, shall not include any sales of the type specifically excluded in
the definition of "Asset Sales") other than an Asset Sale which (i) when
combined with all such other Asset Sales (each such Asset Sale being valued at
fair market value) during the then current fiscal year, represents the
disposition of assets with an aggregate fair market value not greater than
$355,000,000, representing fifteen percent (15%) of the aggregate book value of
the Company's Consolidated Assets as of the end of the fiscal year immediately
preceding the Closing Date and (ii) when combined with all such other Asset
Sales (each such Asset Sale being valued at book value) during the period from
the Closing Date to the date of such proposed transaction, represents the
disposition of not greater than $710,000,000, representing thirty percent (30%)
of the Company's Consolidated Assets as of the end of the fiscal year
immediately preceding the Closing Date.

      (C) Liens. Neither the Company nor any of its Subsidiaries shall directly
or indirectly create, incur, assume or permit to exist any Lien on or with
respect to any of their respective property or assets except:

            (i) Liens created by the Loan Documents or otherwise securing the
      Obligations;

            (ii) Liens on assets of the Company and its Subsidiaries as of the
      Closing Date identified as such on Schedule 7.3(C)(ii) to this Agreement
      (including, without limitation, Liens relating to existing construction
      projects and improvements, as more specifically described on Schedule
      7.3(C)(ii));

            (iii) Customary Permitted Liens;

            (iv) (a) Liens on any or all of three corporate aircraft owned by
      the Company and (b) purchase money Liens (including the interest of a
      lessor under a Capitalized Lease and Liens to which any property is
      subject at the time of the acquisition thereof) securing Indebtedness
      incurred by the Company or any of its Subsidiaries to finance the
      acquisition of other assets used in its business in an aggregate
      outstanding principal amount not to exceed $35,000,000 at any time;
      provided that, such purchase money Liens shall not apply to any property
      of the Company or its Subsidiaries other than that acquired;

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<PAGE>

            (v) Liens securing indebtedness or any liability of a Subsidiary of
      the Company owing to the Company; provided that in respect of a
      Non-Guarantor Subsidiary, any Investment represented by such indebtedness
      or liability is permitted under Section 7.4(D)(vi);

            (vi) Liens on Receivables and Related Security securing a Permitted
      Receivables Financing;

            (vii) Liens securing obligations of the Company or its Subsidiaries
      (whether such obligations are absolute or contingent and howsoever and
      whensoever created, arising, evidenced or acquired and including all
      renewals, extensions and modifications thereof and substitutions therefor)
      under any Hedging Arrangements permitted hereunder to the extent the
      collateral delivered for such obligations does not exceed $15,000,000 at
      any time;

            (viii) Liens existing on property or assets of a Person which
      becomes a Subsidiary of the Company after the Closing Date pursuant to a
      Permitted Acquisition; provided that (a) such Liens existed at the time
      such Person became a Subsidiary and were not created in anticipation of
      becoming a Subsidiary, (b) any such Lien does not encumber any property or
      assets other than property which is, or assets that are, encumbered at the
      time such Person becomes a Subsidiary (other than additions thereto and
      property or assets in replacement or substitution thereof) and (c) within
      ninety (90) days following such Permitted Acquisition, the Indebtedness
      secured by such Liens is either refinanced on an unsecured basis or
      otherwise repaid in full and such Liens are released and terminated;

            (ix) any extension, renewal or replacement (or successive
      extensions, renewals or replacements) in whole or in part of any Lien
      referred to in the foregoing clauses (i) through (viii) to the extent that
      the principal amount of the indebtedness secured thereby does not exceed
      the principal amount of the indebtedness secured by the original Lien and
      provided that such extension, renewal or replacement shall be limited to
      the property which was the subject of the original Lien or any similar
      property exchanged contemporaneously or, in the case of a like-kind
      exchange, within 180 days therefor; provided, however, that any extension,
      renewal or replacement of any Liens described in the immediately preceding
      clause (viii) shall continue to be subject to the limitations set forth
      therein as if such extended, renewed or replaced Liens arose on the date
      of the relevant Permitted Acquisition;

            (x) Liens, if any, in connection with a sale-leaseback transaction
      that is otherwise permitted hereunder;

            (xi) other Liens securing Indebtedness not to exceed five percent
      (5%) of the Company's Consolidated Assets in the aggregate at any time.

In addition, neither the Company nor any of its Subsidiaries shall, after the
Closing Date, become a party to any agreement, note, indenture or other
instrument (including any agreement that replaces, refinances, amends or
otherwise modifies any agreement, note, indenture or other

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instrument), or take any other action, which would prohibit the creation of a
Lien on any of its properties or other assets in favor of the Administrative
Agent for the benefit of itself and the Lenders, as collateral for the
Obligations provided, that:

      (a)   any agreement, note, indenture or other instrument in connection
            with permitted Indebtedness secured by Liens of the type described
            in Section 7.3(C)(iv) or (x) (including Capitalized Leases and
            sale-leaseback transactions) for which the related Liens are
            permitted hereunder may prohibit the creation of a Lien in favor of
            the Administrative Agent for the benefit of itself and the other
            Holders of Obligations on the items of property purchased or
            financed or subject to such Capital Lease or sale-leaseback
            transaction;

      (b)   the documents evidencing a Permitted Receivables Financing may
            prohibit the creation of a Lien in favor of the Administrative Agent
            for the benefit of itself and the other Holders of Obligations with
            respect to the Receivables and Related Security of the Company
            and/or its Subsidiaries to the extent transferred to an SPV or other
            Person in connection therewith (other than with respect to the
            right, title and interest of the Company and/or its Subsidiaries in
            and to (1) the equity of such SPV or (2) any subordinated note owing
            from such SPV to the Company evidencing a portion of the purchase
            price of the Receivables and Related Security);

      (c)   any agreement, note, indenture or other instrument in connection
            with Indebtedness of the type described in Section 7.3(C)(viii) may
            prohibit the creation of a Lien in favor of the Administrative Agent
            for the benefit of itself and the other Holders of Obligations for
            only so long as the related Liens are permitted to remain
            outstanding pursuant to such Section;

      (d)   the Senior Note Indenture (or any replacement, renewal, refinancing
            or extension thereof) may continue to prohibit the creation of a
            Lien in favor of the Administrative Agent for the benefit of itself
            and the Holders of Obligations on certain fixed assets, equity
            interests and indebtedness of the Company's "Restricted
            Subsidiaries" (as defined therein), but solely to the extent so
            provided in such Senior Note Indenture as in effect on the Closing
            Date, unless the holders of the Senior Notes shall be provided with
            an equal and ratable Lien; and

      (e)   any other Equal and Ratable Debt permitted hereunder (other than the
            Senior Notes) may prohibit the creation of a Lien in favor of the
            Administrative Agent for the benefit of itself and the Holders of
            Obligations on assets of the Company and its Subsidiaries unless the
            holders of such Indebtedness shall be provided with an equal and
            ratable Lien.

      (D) Investments. Neither the Company nor any of its Significant
Subsidiaries shall directly or indirectly make or own any Investment except:

            (i) Investments in accordance with the Investment Policy;

            (ii) Investments in trade receivables or received in connection with
      the bankruptcy or reorganization of suppliers and customers and in
      settlement of delinquent

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      obligations of, and other disputes with, customers and suppliers arising
      in the ordinary course of business;

            (iii) Investments consisting of deposit accounts maintained by the
      Company and its Subsidiaries;

            (iv) Investments by the Company or any Subsidiary in any Subsidiary
      that is a member of the Obligor Group;

            (v) Investments by any Non-Obligor Subsidiary in any other
      Non-Obligor Subsidiary;

            (vi) Investments by any member of the Obligor Group in any
      Non-Obligor Subsidiary (which, for informational purposes, are in a Dollar
      Amount equal to $653,000,000 as of the Closing Date, which Dollar Amount
      includes non-Dollar Investments of approximately 200,000,000 euro and
      5,000,000 British Pounds Sterling, as more specifically described on
      Schedule 7.3(D)(vi) hereto); provided, that the aggregate amount of all
      such Investments (with Investments of up to 200,000,000 euro and 5,000,000
      British Pounds Sterling being converted at the Dollar/euro and
      Dollar/British Pound Sterling exchange rates, respectively, in effect on
      the Closing Date) shall not exceed $753,000,000 at any time;

            (vii) Investments constituting Permitted Acquisitions;

            (viii) Investments comprised of capital contributions (whether in
      the form of cash, a note or other assets) to an SPV or other Subsidiary or
      otherwise resulting from transfers of assets permitted hereunder to such
      SPV or other Subsidiary, in either case, in connection with a Permitted
      Receivables Financing; and

            (ix) Investments in addition to those referred to elsewhere in this
      Section 7.3(D) (which, for informational purposes, are in amount equal to
      $183,000,000 as of the Closing Date, as more specifically described on
      Schedule 7.3(D)(ix) hereto) in an aggregate amount not to exceed, at any
      time, $183,000,000 plus fifteen percent (15%) of the Company's
      Consolidated Net Worth as of the relevant date of determination.

      (E) Permitted Acquisitions. Neither the Company nor any of its
Subsidiaries shall make any Acquisitions, other than Acquisitions meeting the
following requirements or otherwise approved by the Required Lenders (each such
Acquisition constituting a "PERMITTED ACQUISITION"):

            (i) no Default or Unmatured Default shall have occurred and be
      continuing or would result from such Acquisition or the incurrence of any
      Indebtedness in connection therewith;

            (ii) the purchase is consummated pursuant to a negotiated
      acquisition agreement on a non-hostile basis;

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<PAGE>

            (iii) not less than five (5) Business Days prior to each such
      Acquisition in respect of which the Company or any of its Subsidiaries
      will incur or become liable for Indebtedness in excess of $75,000,000
      (including the incurrence or assumption of any Indebtedness in connection
      therewith and transaction-related contractual payments to the extent that
      the liability for, and the amount of, such payments are established at the
      time the Acquisition is consummated), the Company shall deliver to the
      Administrative Agent and the Lenders a certificate from the Company's
      chief financial officer or treasurer demonstrating to the reasonable
      satisfaction of the Administrative Agent that after giving effect to such
      Acquisition and the incurrence of any Indebtedness permitted hereunder in
      connection therewith, on a pro forma basis acceptable to the
      Administrative Agent, but without giving effect to any projected synergies
      resulting from such Acquisition, as if the Acquisition and such incurrence
      of Indebtedness had occurred on the first day of the twelve-month period
      ending on the last day of the Company's most recently completed fiscal
      quarter for which financial statements are publicly available, the Company
      would have been in compliance with the financial covenants in Section 7.4
      and not otherwise in Default; and

            (iv) in the case of an Acquisition of Equity Interests of an entity,
      the acquired entity shall be (a) a Subsidiary of the Company, (b) merged
      with and into the Company or any Subsidiary substantially concurrently
      with such Acquisition, with the Company or such Subsidiary being the
      surviving corporation with voting control following such merger or (c) an
      Owned Dealer Affiliate.

      (F) Transactions with Affiliates. Neither the Company nor any of its
Significant Subsidiaries shall directly or indirectly enter into or permit to
exist any transaction (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with any Affiliate
of the Company or its Significant Subsidiaries, on terms that are less favorable
to the Company or any of its Significant Subsidiaries, as applicable, than those
that might be obtained in an arm's length transaction at the time from Persons
who are not such an Affiliate, except for (i) intercompany transactions and
Investments permitted hereunder to the extent such transactions occur in the
ordinary course of business and pursuant to the reasonable requirements of the
Company's or its Significant Subsidiaries' business, (ii) other transactions
between the Company or any of its Significant Subsidiaries, on the one hand, and
any SPV or other Subsidiary, on the other hand, in connection with a Permitted
Receivables Facility and (iii) other transactions between the Company or any of
its Significant Subsidiaries, on the one hand, and any Affiliate, on the other
hand, with respect to the sale or use of goods or services and entered into in
the ordinary course of business for consideration consisting of, at a minimum,
full reimbursement of costs to the Company or any applicable Significant
Subsidiary, as the case may be.

      (G) Restriction on Fundamental Changes. Neither the Company nor any of its
Significant Subsidiaries shall enter into any merger or consolidation, or
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or
convey, lease, sell, transfer or otherwise dispose of, in one transaction or
series of transactions, all or substantially all of the Company's consolidated
business or property, whether now or hereafter acquired, except (i) transactions
permitted under Sections 7.3(B), 7.3(D) or 7.3(E) and, (ii) any Subsidiary or
Affiliate of the Company may be merged into, or consolidated with, the Company
or any Subsidiary of the

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Company so long as no Default or Unmatured Default is then continuing or would
result therefrom and (iii) any Person may be merged into or consolidated with,
or liquidated, wound-up or dissolved into the Company or any Subsidiary of the
Company so long as no Default or Unmatured Default is then continuing or would
result therefrom; provided, however, that with respect to the foregoing clauses
(ii) and (iii) and without limiting the provisions of Section 7.3(E)(iv), in the
case of any merger with or into, consolidation with or liquidation, winding-up
or dissolution into (x) the Company, the Company shall be the surviving
corporation, (y) any Subsidiary Borrower, such Subsidiary Borrower shall be the
surviving entity or (z) any Subsidiary Guarantor, such Subsidiary Guarantor
shall be the surviving entity.

      (H) Margin Regulations. Neither the Company nor any of its Significant
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

      (I) [Intentionally Omitted].

      (J) Subsidiary Covenants. The Company will not, and will not permit any
Significant Subsidiary to, create or otherwise cause to become effective any
consensual encumbrance or restriction of any kind on the ability of any
Subsidiary to pay dividends or make any other distribution in respect of its
ownership interests or pay any Indebtedness or other Obligation owed to any
Borrower or any member of the Obligor Group, make loans or advances or other
Investments in any Borrower or any member of the Obligor Group, or sell,
transfer or otherwise convey any of its property to any Borrower or any member
of the Obligor Group other than pursuant to (i) applicable law, (ii) this
Agreement or the other Loan Documents, (iii) restrictions imposed by the holder
of a Lien permitted by Section 7.3(C), (iv) restrictions imposed in a joint
venture agreement on the ability of any Subsidiary to pay dividends or make any
other distribution in respect of its ownership interests, the removal of which
requires the consent of one or more of the joint venture partners or the joint
venture's board of directors (but not the consent of any third parties), (v)
customary non-assignment provisions in Contractual Obligations entered into in
the ordinary course of business to the extent such provisions restrict the
transfer or assignment of such agreement and (vi) customary restrictions on a
Subsidiary party to a Permitted Receivables Financing that restrict the transfer
of such Subsidiary's interest in Receivables and Related Security.

      (K) Hedging Arrangements. The Company shall not and shall not permit any
of its Significant Subsidiaries to enter into any Hedging Arrangement, other
than Hedging Arrangements entered into by the Company or such Significant
Subsidiary pursuant to which the Company or such Significant Subsidiary has, in
its commercially reasonable judgment, hedged its interest rate, foreign currency
or commodity exposure and which are non-speculative in nature.

      7.4. Financial Covenants. The Company shall comply with the following:

      (A) Maximum Leverage Ratio. The Company shall not permit the ratio (the
"LEVERAGE RATIO") of (i) Indebtedness of the Company and its consolidated
Subsidiaries (including for this purpose any consolidated Owned Dealer
Affiliate) to (ii) Adjusted EBITDA to be greater than 3.00 to 1.00 as of the end
of each fiscal quarter of the Company.

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<PAGE>

The Leverage Ratio shall be calculated, upon relevant financial statements
becoming publicly available, as of the last day of each fiscal quarter of the
Company based upon (a) for Indebtedness, Indebtedness as of the last day of each
such fiscal quarter and (b) for Adjusted EBITDA, the actual amount for the four
(4) most recently completed fiscal quarters.

      (B) Interest Coverage Ratio. The Company shall not permit the ratio (the
"INTEREST COVERAGE RATIO") of (i) Adjusted EBITDA to (ii) Interest Expense to be
less than 4.00 to 1.00 as of the end of each fiscal quarter of the Company.

The Interest Coverage Ratio shall be calculated, upon relevant financial
statements becoming publicly available, as of the last day of each fiscal
quarter of the Company based upon, for Adjusted EBITDA and Interest Expense, the
actual amount for the four (4) most recently completed fiscal quarters;
provided, that to the extent otherwise required or elected hereunder, the
Interest Coverage Ratio shall be calculated, with respect to Permitted
Acquisitions, on a pro forma basis acceptable to the Administrative Agent, but
without giving effect to any projected synergies resulting from such Permitted
Acquisition.

                             ARTICLE VIII: DEFAULTS

      8.1. Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

      (A) Failure to Make Payments When Due. Any member of the Obligor Group
shall (i) fail to pay when due any of the Obligations consisting of principal
with respect to the Loans or Reimbursement Obligations or (ii) shall fail to pay
within five (5) Business Days of the date when due any of the other Obligations
under this Agreement or the other Loan Documents.

      (B) Breach of Certain Covenants. Any member of the Obligor Group shall
fail duly and punctually to perform or observe any agreement, covenant or
obligation binding on the Company under:

            (i) Sections 7.1 (other than Section 7.1(B)) or 7.2 (other than
      Section 7.2(I)) and such failure shall continue unremedied for fifteen
      (15) days after the earlier of (a) the date on which the Administrative
      Agent sends written notice of such failure to the Company or (b) the date
      on which an Authorized Officer of the Company knew or should have known of
      such failure, or

            (ii) Sections 7.1(B), 7.2(I), 7.3 or 7.4 and either (a) the
      Administrative Agent sends written notice of such failure to the Company
      or (b) an Authorized Officer of the Company knew or should have known of
      such failure, whichever is earlier.

      (C) Breach of Representation or Warranty. Any representation or warranty
made or deemed made by any member of the Obligor Group to the Administrative
Agent or any Lender herein or by any member of the Obligor Group in any of the
other Loan Documents or in any statement or certificate at any time given by any
such Person pursuant to any of the Loan Documents shall be false or misleading
in any material respect on the date as of which made (or deemed made).

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      (D) Other Defaults. Any member of the Obligor Group shall default in the
performance of or compliance with any term contained in this Agreement (other
than as covered by paragraphs (A), (B) or (C) of this Section 8.1), or any
member of the Obligor Group shall default in the performance of or compliance
with any term contained in any of the other Loan Documents, and such default
shall continue for thirty (30) days after the date on which the Administrative
Agent sends written notice of such default to the Company.

      (E) Default as to Other Indebtedness. The Company or any of its
Subsidiaries shall fail to make any payment of principal or interest when due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) with respect to any Material Indebtedness, beyond any period of grace
provided with respect thereto; or any breach, default or event of default shall
occur, or any other condition shall exist under any instrument, agreement or
indenture pertaining to any such Material Indebtedness beyond any period of
grace, if any, provided with respect thereto, if the effect of such breach,
default or event of default or such other condition is to cause an acceleration
or mandatory redemption of, or to require that the Company or such Subsidiary
offer to purchase or repurchase such Material Indebtedness, or to permit the
holder(s) of such Material Indebtedness to accelerate the maturity of any such
Material Indebtedness or to require a redemption or other repurchase of such
Material Indebtedness; or any such Material Indebtedness shall be otherwise
declared to be due and payable (by acceleration or otherwise) or required to be
prepaid, redeemed or otherwise repurchased by the Company or any of its
Subsidiaries (other than by a regularly scheduled required prepayment) prior to
the stated maturity thereof; or the Company or any of its Subsidiaries shall not
pay, or admit in writing its inability to pay, its debts generally as they
become due; provided that this Section 8.1(E) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property securing such Indebtedness.

      (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

            (i) An involuntary case shall be commenced against the Company or
      any of its Significant Subsidiaries and the petition shall not be
      dismissed, stayed, bonded or discharged within sixty (60) days after
      commencement of the case; or a court having jurisdiction in the premises
      shall enter a decree or order for relief in respect of the Company or any
      of its Significant Subsidiaries in an involuntary case, under any
      applicable bankruptcy, insolvency or similar law now or hereinafter in
      effect; or any other similar relief shall be granted under any applicable
      federal, state, local or foreign law.

            (ii) A decree or order of a court having jurisdiction in the
      premises for the appointment of a receiver, liquidator, sequestrator,
      trustee, custodian or other officer having similar powers over the Company
      or any of its Significant Subsidiaries or over all or a substantial part
      of the property of the Company or any of its Significant Subsidiaries
      shall be entered; or an interim receiver, trustee or other custodian of
      the Company or any of its Significant Subsidiaries or of all or a
      substantial part of the property of the Company or any of its Significant
      Subsidiaries shall be appointed or a warrant of attachment, execution or
      similar process against any substantial part of the property of the
      Company or any of its Significant Subsidiaries shall be issued and any
      such event shall

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      not be stayed, dismissed, bonded or discharged within sixty (60) days
      after entry, appointment or issuance.

      (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or any
of its Significant Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

      (H) Judgments and Attachments. Any money judgment(s) (other than a money
judgment covered by insurance as to which the applicable insurance company has
not disclaimed or reserved the right to disclaim coverage), writ or warrant of
attachment, or similar process against the Company or any of its Subsidiaries or
any of their respective assets involving in any single case or in the aggregate
an amount in excess of $35,000,000 is or are entered and either (i) enforcement
proceedings shall have been commenced by any creditor upon a final or
nonappealable judgment or order or (ii) such judgment(s) shall remain unpaid,
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days.

      (I) Dissolution. Any order, judgment or decree shall be entered against
the Company or any of its Significant Subsidiaries decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of sixty (60) days; or the Company or any of its
Significant Subsidiaries shall otherwise dissolve or cease to exist except as
specifically permitted by this Agreement.

      (J) Loan Documents. At any time, for any reason, other than in accordance
with its terms, any Loan Document ceases to be in full force and effect or the
Company or any of the Company's Significant Subsidiaries party thereto seeks to
repudiate in writing its respective obligations thereunder.

      (K) Guarantor Revocation. The Company or any Subsidiary Guarantor shall
terminate or revoke any of its obligations under its respective Guaranty, other
than as a result of any transaction permitted under the terms of this Agreement.

      (L) [Intentionally Omitted].

      (M) Termination Event. Any Termination Event occurs which, individually or
in the aggregate, is reasonably likely to subject either the Company or any
member of its Controlled Group to liability in excess of $30,000,000.

      (N) Waiver of Minimum Funding Standard. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender reasonably
believes the substantial business hardship upon which the application for the
waiver is based could reasonably be expected to subject either the Company or
any Controlled Group member to liability in excess of $30,000,000.

      (O) Change of Control. A Change of Control shall occur.

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      (P) Environmental Matters. The Company or any of its Significant
Subsidiaries shall be the subject of any adverse determination in a proceeding
or investigation pertaining to (i) the Release by the Company or any of its
Significant Subsidiaries of any Contaminant into the environment, (ii) the
liability of the Company or any of its Significant Subsidiaries arising from the
Release by any other Person of any Contaminant into the environment or (iii) any
violation of any Environmental Requirements of Law by the Company or any of its
Significant Subsidiaries, which, in any case, has or is reasonably likely to
subject the Company or any of its Significant Subsidiaries to liability (which
is not covered by undenied indemnification by a creditworthy indemnitor or by
insurance provided by a creditworthy carrier and for which the availability of
coverage has been acknowledged by such carrier) in excess of $30,000,000.

      (Q) Surety Obligations. The Company or any of its Subsidiaries shall fail
to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) with respect to its reimbursement
obligations under any surety bond (or series of related surety bonds issued for
the benefit of the same surety) in an aggregate amount in excess of $35,000,000,
beyond any period of grace provided with respect thereto.

      (R) Hedging Obligations. The Company or any of its Subsidiaries shall fail
to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) under any Hedging Arrangement
(or, if applicable, under all Hedging Arrangements governed by the terms of a
single ISDA Master Agreement or other similar master netting contract between
the Company or any Subsidiary and a single counterparty) with a Net
Mark-to-Market Exposure in excess of $35,000,000, beyond any period of grace
provided with respect thereto.

      A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

           ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

      9.1. Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company
or any of its Subsidiaries, the obligations of the Lenders to make Loans
hereunder and the obligation of the Issuing Bank to issue Letters of Credit
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender. If any other Default occurs, the Required
Lenders may terminate or suspend the obligations of the Lenders to make Loans
hereunder and the obligation of the Issuing Bank to issue Letters of Credit
hereunder, or declare the Obligations to be due and payable, or both, whereupon
the Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Company expressly
waives.

      9.2. Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Company to
satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not

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constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 9.3, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Administrative Agent and the Lenders until the Obligations have
been paid in full in cash.

      9.3. Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Company may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Company hereunder or
waiving any Default hereunder; provided, however, that no such supplemental
agreement shall, without the consent of each Lender (which is not a defaulting
Lender under the provisions of Sections 2.19 or 10.2) adversely affected thereby
(which shall be deemed to include all Lenders in the case of clauses (iii), (v),
(vi) and (viii) below:

            (i) Postpone or extend the Revolving Loan Termination Date or any
      other date fixed for any payment of principal of, or interest on, the
      Loans, the Reimbursement Obligations or any fees or other amounts payable
      to such Lender.

            (ii) Reduce the principal amount of any Loans or L/C Obligations, or
      reduce the rate or extend the time of payment of interest or fees thereon;
      provided, however, that (a) modifications to the provisions relating to
      prepayments of Loans and other Obligations, (b) a waiver or other
      modification of the application of the default rate of interest pursuant
      to Section 2.10 hereof and (c) changes in the definition of "Leverage
      Ratio" or any of the components thereof shall, in each case, only require
      the approval of the Required Lenders.

            (iii) Reduce the percentage specified in the definition of Required
      Lenders or any other percentage of Lenders specified to be the applicable
      percentage in this Agreement to act on specified matters or amend the
      definitions of "Required Lenders" or "Pro Rata Share".

            (iv) Except as permitted by Section 2.22, increase the amount of the
      Revolving Loan Commitment of any Lender hereunder or increase any Lender's
      Pro Rata Share.

            (v) Permit any Borrower to assign its rights under this Agreement.

            (vi) Other than pursuant to a transaction permitted by the terms of
      this Agreement, release (a) the Company from its obligations under the
      Company Guaranty or (b) any Subsidiary Guarantor that is a Material
      Subsidiary from its obligations under its respective Subsidiary Guaranty.

            (vii) Amend the ratable treatment among the Lenders under Section
      12.2.

            (viii) Amend this Section 9.3.

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No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank and (c) the Issuing Bank shall be
effective without the written consent of the Issuing Bank. The Administrative
Agent may waive payment of the fee required under Section 13.3(C) without
obtaining the consent of any of the Lenders.

                          ARTICLE X: GENERAL PROVISIONS

      10.1. Survival of Representations. All representations and warranties of
the Company contained in this Agreement shall survive delivery of this Agreement
and the making of the Loans herein contemplated so long as any principal,
accrued interest, fees, or any other amount due and payable under any Loan
Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations).

      10.2. Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to any
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

      10.3. Accounting. Except as provided to the contrary herein, all
accounting terms used in the calculation of any financial covenant or test shall
be interpreted and all accounting determinations hereunder in the calculation of
any financial covenant or test shall be made in accordance with Agreement
Accounting Principles. If any changes in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Company or
any of its Subsidiaries with the agreement of its independent certified public
accountants and such changes result in a change in the method of calculation of
any of the financial covenants, tests, restrictions or standards set forth in
Section 7.4 hereof or in the related definitions or terms used therein
("ACCOUNTING CHANGES"), the parties hereto agree, at the Company's request, to
enter into negotiations, in good faith, in order to amend such provisions in a
credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating the Company's and its Subsidiaries'
financial condition shall be the same after such changes as if such changes had
not been made; provided, however, that until such provisions are amended in a
manner reasonably satisfactory to the Administrative Agent and the Required
Lenders, no Accounting Change shall be given effect in such calculations. In the
event such amendment is entered into, all references in this Agreement to
Agreement Accounting Principles shall mean generally accepted accounting
principles as of the date of such amendment, subject to further modification in
accordance with this Section 10.3. Notwithstanding the foregoing, all financial
statements to be delivered by the Company pursuant to Section 7.1 shall be
prepared in accordance with generally accepted accounting principles as in
effect at such time.

      10.4. Headings. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

      10.5. Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrowers the Administrative Agent and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the
Administrative Agent and the

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Lenders relating to the subject matter thereof other than any prior agreements
and understandings that are expressly stated to survive the effectiveness
hereof.

      10.6. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

      10.7. Expenses; Indemnification.

      (A) Expenses. The Borrowers shall reimburse the Administrative Agent and
the Arranger for any reasonable costs and out-of-pocket expenses (including
reasonable attorneys' and paralegals' fees and time charges of outside counsel
and paralegals for the Administrative Agent) paid or incurred by the
Administrative Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification
and administration of the Loan Documents. The Borrowers also agree to reimburse
the Administrative Agent and the Arranger for any costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges of attorneys and paralegals for the Administrative Agent and the
Arranger) paid or incurred by the Administrative Agent or the Arranger in
connection with the collection of the Obligations and enforcement of the Loan
Documents.

      (B) Indemnity. The Company further agrees to defend, protect, indemnify
and hold harmless the Administrative Agent the Arranger, and each and all of the
Lenders and each of their respective Affiliates, and each of such Administrative
Agent's, Arranger's, Lender's or Affiliate's respective officers, directors,
trustees, investment advisors, employees, attorneys and agents (including,
without limitation, those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in Article V)
(collectively, the "INDEMNITEES"), based upon its obligations, from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses of any kind or nature whatsoever
(including, without limitation, the fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by or asserted against such Indemnitees in any
manner relating to or arising out of this Agreement or any of the other Loan
Documents, or any act, event or transaction related or attendant thereto or to
the making of the Loans, and the issuance of and participation in Letters of
Credit hereunder, the management of such Loans or Letters of Credit, the use or
intended use of the proceeds of the Loans or Letters of Credit hereunder, or any
of the other transactions contemplated by the Loan Documents (collectively, the
"INDEMNIFIED MATTERS"); provided, however, that no Borrower shall have any
obligation to an Indemnitee hereunder with respect to Indemnified Matters to the
extent caused by or resulting from the willful misconduct or gross negligence of
such Indemnitee. If the undertaking to indemnify, pay and hold harmless set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, each Borrower

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<PAGE>

shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of all Indemnified Matters
incurred by the Indemnitees.

      (C) Waiver of Certain Claims; Settlement of Claims. Each Borrower further
agrees to assert no claim against any of the Indemnitees on any theory of
liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by the Company or any of its
Subsidiaries with respect to any claim, litigation, arbitration or other
proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

      (D) Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 10.7 and each other provision hereunder or in any
other Loan Document whereby the Company or any of its Subsidiaries agrees to
reimburse or indemnify any Holder of Obligations shall survive the termination
of this Agreement.

      10.8. Numbers of Documents. All statements, notices, closing documents and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

      10.9. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Company or any of its Subsidiaries
pursuant to this Agreement in confidence, except for disclosure (i) to its
Affiliates and to other Lenders and their respective Affiliates, (ii) to legal
counsel, accountants and other professional advisors to such Lender or to a
Transferee, (iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation or legal process, (v) to any
Person in connection with any legal proceeding to which such Lender is a party,
(vi) as permitted by Section 13.4 and (vii) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Advances
hereunder (it being understood that the Persons described in clauses (i) through
(vii) above to whom such disclosure is made will be informed of the confidential
nature of such confidential information and instructed to keep such information
confidential).

      10.10. Severability of Provisions. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

      10.11. Nonliability of Lenders. The relationship between the Borrowers and
the Lenders and the Administrative Agent shall be solely that of borrowers and
lender. Neither the Administrative Agent nor any Lender shall have any fiduciary
responsibilities to the Borrowers. Neither the Administrative Agent nor any
Lender undertakes any responsibility to the Borrowers to review or inform the
Borrowers of any matter in connection with any phase of the Borrowers' business
or operations.

      10.12. GOVERNING LAW. ANY DISPUTE BETWEEN THE BORROWERS AND THE
ADMINISTRATIVE AGENT, THE ARRANGER OR ANY LENDER ARISING

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OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THE BORROWERS AND THE ADMINISTRATIVE AGENT, THE ARRANGER OR THE LENDERS IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING 735 ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE
WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

      10.13. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

      (A) NON-EXCLUSIVE JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY (I) UNITED STATES FEDERAL OR ILLINOIS
STATE COURT SITTING IN CHICAGO, ILLINOIS OR (II) UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER
TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY THE ANY BORROWER AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN
A COURT IN CHICAGO, ILLINOIS OR NEW YORK, NEW YORK.

      (B) SERVICE OF PROCESS.

            (i) EACH BORROWER WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND
      IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, PROCESS OR
      SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF BY THE
      ADMINISTRATIVE AGENT OR THE LENDERS BY REGISTERED OR CERTIFIED MAIL,
      POSTAGE PREPAID, TO THE COMPANY ADDRESSED AS PROVIDED HEREIN. NOTHING
      HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE
      ADMINISTRATIVE AGENT OR THE LENDERS TO SERVE ANY SUCH WRITS, PROCESS OR
      SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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            (ii) EACH SUBSIDIARY BORROWER HEREBY IRREVOCABLY APPOINTS THE
      COMPANY AS ITS AGENT FOR SERVICE OF PROCESS IN ANY PROCEEDING REFERRED TO
      IN THIS SECTION 10.13 AND AGREES THAT SERVICE OF PROCESS IN ANY SUCH
      PROCEEDING MAY BE MADE BY MAILING OR DELIVERING A COPY THEREOF TO IT CARE
      OF THE COMPANY AT ITS ADDRESS FOR NOTICES SET FORTH IN ARTICLE XIV OF THIS
      AGREEMENT.

      (C) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      10.14. USA Patriot Act. Each Lender hereby notifies each Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies such Borrower, which information
includes the name and address of such Borrower and other information that will
allow such Lender to identify such Borrower in accordance with the Act.

                      ARTICLE XI: THE ADMINISTRATIVE AGENT

      11.1. Appointment; Nature of Relationship. JPMorgan is appointed by the
Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement and that the Administrative Agent is merely
acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-102 of the
Uniform Commercial Code as in effect from time to time in the State of Illinois
(or any successor provision) and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders, for itself and on
behalf of its affiliates, agrees to assert

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no claim against the Administrative Agent on any agency theory or any other
theory of liability for breach of fiduciary duty, all of which claims each
Lender waives.

      11.2. Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action hereunder or under any of the other Loan Documents
except any action specifically provided by the Loan Documents required to be
taken by the Administrative Agent.

      11.3. General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrowers, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found to have been
caused by the gross negligence or willful misconduct of such Person.

      11.4. No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents for perfection or
priority of the Liens on any collateral subject to the Loan Documents, the
execution, effectiveness, genuineness, validity, legality, enforceability,
collectibility, or sufficiency of this Agreement or any of the other Loan
Documents or the transactions contemplated thereby, or for the financial
condition of any guarantor of any or all of the Obligations, the Company or any
of its Subsidiaries. Except as expressly set forth herein, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity.

      11.5. Action on Instructions of Lenders. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders (or all of the Lenders in the event that and to the
extent that this Agreement expressly requires such), and such instructions and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders and on all owners of Loans. Upon receipt of any such instructions
from the Required Lenders (or all of the Lenders in the even that and to the
extent that this Agreement expressly requires such), the Administrative Agent
shall be permitted to act on behalf of the full principal amount of the
Obligations. The Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless
it shall first be

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indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

      11.6. Employment of Administrative Agent and Counsel. The Administrative
Agent may execute any of its duties as the Administrative Agent hereunder and
under any other Loan Document by or through employees, agents and
attorney-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Administrative Agent shall be entitled to advice of counsel
concerning the contractual arrangement between the Administrative Agent and the
Lenders and all matters pertaining to the Administrative Agent's duties
hereunder and under any other Loan Document.

      11.7. Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.

      11.8. The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the Borrowers for which the Administrative Agent is entitled to
reimbursement by the Borrowers under the Loan Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that the Lenders shall be liable for the foregoing solely to the extent that the
unreimbursed amount or unreimbursed expense or indemnified liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
disbursement, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such, provided, further, that no Lender
shall be liable for any of the foregoing to the extent caused by or resulting
from the gross negligence or willful misconduct of the Administrative Agent. The
obligations and agreements of the Lenders under this Section 11.8 shall survive
the termination of this Agreement.

      11.9. Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it and Letters of Credit issued by it, the Administrative Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender or Issuing Bank and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders", "Issuing
Bank" or "Swing Line Bank" shall, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent may accept deposits from, lend money to, and generally engage in any kind
of trust, debt, equity or other transaction, in addition to those contemplated
by this Agreement or any other Loan

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Document, with the Company or any of its Subsidiaries in which such Person is
not prohibited hereby from engaging with any other Person.

      11.10. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

      11.11. Successor Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Company.
Upon any such resignation, the Required Lenders shall have the right to appoint,
on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty (30) days after
the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent. Notwithstanding anything herein to
the contrary, so long as no Default has occurred and is continuing, each such
successor Administrative Agent shall be subject to approval by the Company,
which approval shall not be unreasonably withheld or delayed. Such successor
Administrative Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent hereunder and under the other Loan Documents.

      11.12. No Duties Imposed Upon Syndication Agents, Documentation Agents or
Arranger. No Person identified on the cover page to this Agreement, the
signature pages to this Agreement or otherwise in this Agreement as a
"Syndication Agent", a "Documentation Agent" or an "Arranger" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than if such Person is a Lender, those applicable to all Lenders as such.
Without limiting the foregoing, no Person identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this Agreement
as a "Syndication Agent", a "Documentation Agent" or an "Arranger" shall have or
be deemed to have any fiduciary duty to or fiduciary relationship with any
Lender. In addition to the agreement set forth in Section 11.10, each of the
Lenders acknowledges that it has not relied, and will not rely, on any Person so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

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      11.13. Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Administrative Agent has received written notice from a
Lender or the Company referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders.

      11.14. Delegation to Affiliates. The Borrowers and the Lenders agree that
the Administrative Agent may delegate any of its duties under this Agreement to
any of its Affiliates. Any such Affiliate (and such Affiliate's directors,
officers, agents and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification, waiver
and other protective provisions to which the Administrative Agent is entitled
under terms of this Agreement.

      11.15. Authority with Respect to Guarantees.

      (A) Authority to Take Action. Each Lender authorizes the Administrative
Agent to enter into each Guaranty if a signature thereon becomes necessary, and
to take all action contemplated by such document, including, without limitation,
all enforcement actions. Each Lender agrees that no Holder of Obligations (other
than the Administrative Agent) shall have the right individually to
independently enforce any Guaranty, it being understood and agreed that such
rights and remedies may be exercised solely by the Administrative Agent for the
benefit of the Holders of Obligations upon the terms of the applicable Guaranty.
In furtherance and without limitation of the foregoing, the Administrative Agent
is hereby authorized and given a power of attorney by and on behalf of each of
the Holders of Obligations to execute any Guaranty, if necessary.

      (B) Authority to Release Guarantors. The Lenders hereby authorize the
Administrative Agent, at its option and in its discretion, to release any
guarantor from its obligations under any of the Guarantees (i) upon termination
of the Commitments and payment and satisfaction of all of the Obligations at any
time arising under or in respect of this Agreement or the Loan Documents or the
transactions contemplated hereby or thereby (which satisfaction, in the case of
outstanding Letters of Credit, may take the form of a backstop letter of credit
from an issuer acceptable to the Administrative Agent or cash collateral); (ii)
in connection with any transaction which is permitted by this Agreement or (iii)
if approved, authorized or ratified in writing by the Required Lenders, unless
such release is required to be approved by all of the Lenders hereunder. Upon
request by the Administrative Agent at any time, the Lenders will confirm in
writing the Administrative Agent's authority to release particular guarantors
pursuant to this Section 11.15(B). Notwithstanding the foregoing, a Subsidiary
Guarantor shall, without further action, be released from its obligations under
its respective Subsidiary Guaranty if such Subsidiary Guarantor ceases to be a
Subsidiary of the Company in connection with a transaction permitted by the
terms of this Agreement and, both before and after giving effect to such
cessation, no Default or Unmatured Default exists.

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<PAGE>

                     ARTICLE XII: SETOFF; RATABLE PAYMENTS

      12.1. Setoff. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to any Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due (provided,
however, that no deposits of the Traditional Foreign Subsidiary Borrowers or
Indebtedness held by or owing to the Traditional Foreign Subsidiary Borrowers
shall be offset by any Lender and applied towards the Obligations incurred
solely by or on behalf of the Company, any Domestic Subsidiary Borrower or any
Special Foreign Subsidiary Borrower).

      12.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
Sections 2.14(E), 4.1, 4.2 or 4.4) in a greater proportion than that received by
any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Loans held by the other Lenders so that after such purchase each
Lender will hold its ratable share of the Loans. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to the obligations owing to them. In case any
such payment is disturbed by legal process or otherwise, appropriate further
adjustments shall be made.

      12.3. Relations Among Lenders.

      (A) Except with respect to the exercise of set-off rights of any Lender in
accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against any Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
or, as may be provided in this Agreement or the other Loan Documents, at the
direction of the Administrative Agent.

      (B) The Lenders are not partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case of the Administrative Agent) authorized to act for, any other Lender. The
Administrative Agent shall have the exclusive right on behalf of the Lenders to
enforce on the payment of the principal of and interest on any Loan after the
date such principal or interest has become due and payable pursuant to the terms
of this Agreement.

      12.4. Representations and Covenants Among Lenders. Each Lender represents
and covenants for the benefit of all other Lenders and the Administrative Agent
that such Lender is not satisfying and shall not satisfy any of its obligations
pursuant to this Agreement with any assets considered for any purposes of ERISA
or Section 4975 of the Code to be assets of or on behalf of any "plan" as
defined in Section 3(3) of ERISA or Section 4975 of the Code, regardless of
whether subject to ERISA or Section 4975 of the Code.

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<PAGE>

        ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

      13.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Administrative Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) no Borrower shall have the right to assign its
rights or obligations under the Loan Documents without the prior written consent
of each Lender, (ii) any assignment by any Lender must be made in compliance
with Section 13.3, and (iii) any transfer by Participants must be made in
compliance with Section 13.2. Any attempted assignment or transfer by any party
not made in compliance with this Section 13.1 shall be null and void, unless
such attempted assignment or transfer is treated as a participation in
accordance with Section 13.3(B). The parties to this Agreement acknowledge that
clause (ii) of this Section 13.1 relates only to absolute assignments and this
Section 13.1 does not prohibit assignments creating security interests,
including, without limitation (x) any pledge or assignment by any Lender of all
or any portion of its rights under this Agreement and any promissory note issued
hereunder to a Federal Reserve Bank, (y) in the case of a Lender which is a
Fund, any pledge or assignment of all or any portion of its rights under this
Agreement and any promissory note issued hereunder to its trustee in support of
its obligations to its trustee or (z) any pledge or assignment by any Lender of
all or any portion of its rights under this Agreement and any promissory note
issued hereunder to direct or indirect contractual counterparties in interest
rate swap agreements relating to the Loans; provided, however, that no such
pledge or assignment creating a security interest shall release the transferor
Lender from its obligations hereunder unless and until the parties thereto have
complied with the provisions of Section 13.3. The Administrative Agent may treat
the Person which made any Revolving Loan or which holds any promissory note
issued hereunder as the owner thereof for all purposes hereof unless and until
such Person complies with Section 13.3; provided, however, that the
Administrative Agent may in its discretion (but shall not be required to) follow
instructions from the Person which made any Revolving Loan or which holds any
promissory note issued hereunder to direct payments relating to such Revolving
Loan or promissory note issued hereunder to another Person. Any assignee of the
rights to any Revolving Loan or any promissory note issued hereunder agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a promissory note has been issued hereunder
in evidence thereof), shall be conclusive and binding on any subsequent holder
or assignee of the rights to such Loan.

      13.2. Participations.

      (A) Permitted Participants; Effect. Any Lender may at any time sell to one
or more banks or other entities ("PARTICIPANTS") participating interests in any
Revolving Credit Obligations of such Lender, any promissory note issued
hereunder held by such Lender, any Revolving Loan Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Revolving Credit
Obligations and the holder of any promissory note issued to it hereunder in
evidence thereof for all purposes under

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the Loan Documents, all amounts payable by the Borrowers under this Agreement
shall be determined as if such Lender had not sold such participating interests,
and the Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents.

      (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Revolving Loan Commitment in which such
Participant has an interest which would require consent of all of the Lenders
pursuant to the terms of Section 9.3.

      (C) Benefit of Certain Provisions. Each Borrower agrees that each
Participant shall be deemed to have the right of setoff provided in Section 12.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 12.1 with respect to
the amount of participating interests sold to each Participant. The Lenders
agree to share with each Participant, and each Participant, by exercising the
right of setoff provided in Section 12.1, agrees to share with each Lender, any
amount received pursuant to the exercise of its right of setoff, such amounts to
be shared in accordance with Section 12.2 as if each Participant were a Lender.
Each Borrower further agrees that each Participant shall be entitled to the
benefits of Section 2.14(E), Article IV and Section 10.7 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section 13.3, provided that (i) a Participant shall not be entitled to receive
any greater payment under Section 2.14(E), Article IV or Section 10.7 than the
Lender who sold the participating interest to such Participant would have
received had it retained such interest for its own account, unless the sale of
such interest to such Participant is made with the prior written consent of the
Company and (ii) any Participant agrees to comply with the provisions of Section
2.14(E) and Article IV to the same extent as if it were a Lender.

      13.3. Assignments.

      (A) Permitted Assignments. Any Lender may at any time assign to one or
more banks or other entities ("PURCHASERS") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be evidenced by an
agreement substantially in the form of Exhibit D or in such other form as may be
agreed to by the parties thereto (each such agreement, an "ASSIGNMENT
AGREEMENT"). Each such assignment with respect to a Purchaser which is not a
Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise
consented to in writing by the Administrative Agent and, so long as no Default
has occurred and is continuing, the Company, either be in an amount equal to the
entire applicable Revolving Loan Commitment and Revolving Credit Obligations of
the assigning Lender or (unless each of the Company (so long as no Default has
occurred and is continuing) and the Administrative Agent otherwise consents) be
in an aggregate amount not less than $5,000,000. The amount of the assignment
shall be based on the Revolving Loan Commitment and Revolving Credit Obligations
subject to the assignment, determined as of the date of such assignment or as of
the "Trade Date," if the "Trade Date" is specified in the Assignment Agreement.

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      (B) Consents. The consent of the Company shall be required prior to an
assignment becoming effective unless the Purchaser is a Lender, an Affiliate of
a Lender or an Approved Fund, provided that the consent of the Company shall not
be required if a Default has occurred and is continuing. The consent of the
Administrative Agent and JPMorgan in its capacity as the Issuing Bank shall be
required prior to an assignment becoming effective. Any consent required under
this Section 13.3(B) shall not be unreasonably withheld or delayed.

      (C) Effect; Effective Date. Upon (i) delivery to the Administrative Agent
of an Assignment Agreement, together with any consents required by Sections
13.3(A) and 13.3(B), and (ii) payment of a $3,500 fee to the Administrative
Agent for processing such assignment (unless such fee is waived by the
Administrative Agent or unless such assignment is made to such assigning
Lender's Affiliate), such assignment shall become effective on the effective
date specified in such assignment. The Assignment Agreement shall contain a
representation and warranty by the Purchaser to the effect that none of the
funds, money, assets or other consideration used to make the purchase and
assumption of the Revolving Loan Commitment and Revolving Credit Obligations
under the applicable Assignment Agreement constitutes "plan assets" as defined
under ERISA and that the rights, benefits and interests of the Purchaser in and
under the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Loan Document executed by or on
behalf of the Lenders and shall have all the rights, benefits and obligations of
a Lender under the Loan Documents, to the same extent as if it were an original
party thereto, and the transferor Lender shall be released with respect to the
Revolving Credit Obligations assigned to such Purchaser without any further
consent or action by the Borrowers, the Lenders or the Administrative Agent. In
the case of an assignment covering all of the assigning Lender's rights,
benefits and obligations under this Agreement, such Lender shall cease to be a
Lender hereunder but shall continue to be entitled to the benefits of, and
subject to, those provisions of this Agreement and the other Loan Documents
which survive payment of the Obligations and termination of the Loan Documents.
Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 13.3 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 13.2. Upon the consummation of
any assignment to a Purchaser pursuant to this Section 13.3(C), the transferor
Lender, the Administrative Agent and the Borrowers shall, if the transferor
Lender or the Purchaser desires that its Loans be evidenced by promissory notes,
make appropriate arrangements so that, upon cancellation and surrender to the
Borrowers of the previously issued promissory notes (if any) held by the
transferor Lender, new promissory notes issued hereunder or, as appropriate,
replacement promissory notes are issued to such transferor Lender, if
applicable, and new promissory notes or, as appropriate, replacement promissory
notes, are issued to such Purchaser, in each case in principal amounts
reflecting their respective Revolving Loan Commitments (or, if the Revolving
Loan Termination Date has occurred, their respective Revolving Credit
Obligations), as adjusted pursuant to such assignment.

      (D) The Register. The Administrative Agent, acting solely for this purpose
as an Administrative Agent of the Borrowers (and the Borrowers hereby designate
the Administrative Agent to act in such capacity), shall maintain at one of its
offices in Chicago, Illinois a copy of each Assignment and Assumption delivered
to it and a register (the "REGISTER") for the recordation of the names and
addresses of the Lenders, and the Revolving Loan Commitments

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<PAGE>

of, and principal amounts of and interest on the Loans owing to, each Lender
pursuant to the terms hereof from time to time and whether such Lender is an
original Lender or assignee of another Lender pursuant to an assignment under
this Section 13.3. The entries in the Register shall be conclusive, and the
Borrowers, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

      13.4. Dissemination of Information. Each Borrower authorizes each Lender
to disclose to any Participant, Purchaser or other Person acquiring an interest
in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries; provided,
that each Transferee and prospective Transferee agrees to be bound in writing by
Section 10.9 of this Agreement.

      13.5. Tax Certifications. If any interest in any Loan Document is
transferred to any Transferee, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 2.14(E) and Article IV.

                              ARTICLE XIV: NOTICES

      14.1. Giving Notice.

      (A) Except as otherwise permitted by Section 2.13 with respect to
Borrowing/Election Notices, (and subject to paragraph (B) below), all notices
and requests and other communications to any party hereunder shall be in writing
(including facsimile transmission or similar writing) and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile and shall be given to such party: (x) in the case of any
Borrower, the Lenders or the Administrative Agent, at its address or facsimile
number set forth on the signature pages hereof (or, with respect to any Lender
which is not a party hereto as of the Closing Date, at its address or facsimile
number set forth in any Assignment Agreement or Commitment and Acceptance) or
(y) in the case of any party, at such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Administrative
Agent and the Company in accordance with the provisions of this Section 14.1.
Each such notice, request or other communication shall be effective (i) if given
by facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received or (ii) if given by mail,
seventy-two (72) hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid.

      (B) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or any
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

                                       90

<PAGE>

      14.2. Change of Address. Each of the Borrowers and the Administrative
Agent may change the address for service of notice upon it by a notice in
writing to the other parties hereto, including, without limitation, each Lender.
Each Lender may change the address for service of notice upon it by a notice in
writing to the Company and the Administrative Agent.

                            ARTICLE XV: COUNTERPARTS

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

               The remainder of this page is intentionally blank.

                                       91

<PAGE>

      IN WITNESS WHEREOF, the Company, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.

                SIGNATURE PAGE TO STEELCASE INC. CREDIT AGREEMENT

<PAGE>

      IN WITNESS WHEREOF, the Company, the Lenders and the Administrative Agent
have executed this Agreement as of the date first above written.

                              STEELCASE INC.,
                              as the Company

                              By: /s/ James P. Keane
                                  -----------------------------------------
                              Name: James P. Keane
                              Title: Senior Vice President, Chief Financial
                                     Officer

                              Address:
                              901 44th Street SE
                              Grand Rapids, MI 49508
                              Attn: Vice President, Finance and Treasurer
                              Phone: (616) 247-2637
                              Fax: (616) 247-2374

                              With a copy to:
                              901 44th Street SE
                              Grand Rapids, MI 49508
                              Attn: Senior Vice President, Secretary & Chief
                              Legal Officer

<PAGE>

                              JPMORGAN CHASE BANK, N.A.,
                              as the Administrative Agent, the Issuing
                              Bank, the Swing Line Bank and as a Lender

                              By: /s/ James M. Sumoski
                                  -----------------------------------------
                              Name: James M. Sumoski
                              Title: Vice President

                              Address:
                              IL1-0364
                              21 South Clark Street
                              Chicago, IL 60670
                              Attn: Jim Sumoski
                              Phone: 312.325.3229
                              Fax: 312.325.3039
                              E-mail: James.M.Sumoski@chase.com

<PAGE>

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

                              By: /s/ Charles R. Dickerson
                                  -----------------------------------------
                              Name: Charles R. Dickerson
                              Title: Managing Director

                              Address:
                              100 N. Tryon Street
                              NC1-007-17-11
                              Charlotte, NC 28255
                              Attn: Charles R. Dickerson
                              Phone: 704.386.5514
                              Fax: 704.386.3893
                              E-mail: charles.dickerson@bankofamerica.com

<PAGE>

                              BNP PARIBAS,
                              as a Syndication Agent and as a Lender

                              By: /s/ Tim King
                                  -----------------------------------------
                              Name: Tim King
                              Title: Managing Director

                              By: /s/ Gaye Plunkett
                                  -----------------------------------------
                              Name: Gaye Plunkett
                              Title: Vice President

                              Address:
                              209 South LaSalle Street
                              Suite 500
                              Chicago, IL 60640
                              Attn: Tim King
                              Phone: 312.977.2203
                              Fax: 312.977.1380
                              E-mail: tim.king@americas.bnpparibas.com

<PAGE>

                              SOCIETE GENERALE,
                              as a Documentation Agent and as a Lender

                              By: /s/ Eric E.O. Siebert, Jr.
                                  -----------------------------------------
                              Name: Eric E.O. Siebert, Jr.
                              Title: Managing Director

                              Address:
                              181 W. Madison St., Suite 3400
                              Chicago, IL 60602
                              Attn: Eric E.O. Siebert, Jr.
                              Phone: 312.578.5003
                              Fax: 312.578.5099
                              E-mail: eric.siebert@sgcib.com

<PAGE>

                              FIFTH THIRD BANK,
                              as a Documentation Agent and as a Lender

                              By: /s/ Kevin M. Paul
                                  -----------------------------------------
                              Name: Kevin M. Paul
                              Title: Vice President

                              Address:
                              111 Lyon Ave, NW (RMNR1B)
                              Grand Rapids, MI 49503
                              Attn: Kevin M. Paul
                              Phone: 616.653.5024
                              Fax: 616.653.5843
                              E-mail: Kevin.paul@53.com

<PAGE>

                              CCF HSBC,
                              as a Lender

                              By: /s/ Alberto Calaresu
                                  -----------------------------------------
                              Name: Alberto CALARESU
                              Title: Branch Manager

                              Address:
                              11 Place Gutenberg
                              67000 STRASBOURG
                              FRANCE
                              Attn: Pascal THENARD
                              Phone: +33.03.88.37.82.00
                              Fax: +33.03.88.22.69.37
                              E-mail: suc-strasbourg@ccf.fr

<PAGE>

                              HSBC BANK plc,
                              as a Lender

                              By: /s/ Daniel Howlett
                                  ----------------------------------------
                              Name: Daniel Howlett
                              Title: Head of Corporate Banking

                              Address:
                              26 Broad Street
                              Reading
                              RG1 2BU
                              Attn: Ysanne Baker/Terry Norris
                              Phone: 01753.232303/0118.980.6008
                              Fax: 01753.232888/0118.980.6009
                              E-mail: ysannebaker@hsbc.com/terrydnorris@hsbc.com

<PAGE>

                              HSBC BANK USA, N.A.,
                              as a Lender

                              By: /s/ Adriana D. Collins
                                  -----------------------------------------
                              Name: Adriana D. Collins
                              Title: Vice President

                              Address:
                              452 Fifth Avenue, 4th flr
                              New York, NY 10018
                              Attn: Adriana D. Collins
                              Phone: 1.212.525.2536
                              Fax: 1.212.525.2556
                              E-mail: adriana.d.collins@us.hsbc.com

<PAGE>

                              CREDIT LYONNAIS STRASBOURG,
                              as a Lender

                              By: /s/ Christian Le Gouanvic
                                  -----------------------------------------
                              Name: LE GOUANVIC Christian
                              Title: Directeur regional adjoint
                                     (Vice-Director)

                              Address:
                              Credit Lyonnais
                              Direction Regionale Entreprises Alsace Lorraine
                              3 rue Ingwiller
                              67000 STRASBOURG
                              France
                              Attn: Christian Le Gouanvic
                              Phone: 03.88.75.33.95
                              Fax: 03.88.75.33.66
                              E-mail: christian.le-gouanvic@creditlyonnais.fr

<PAGE>

                              STANDARD FEDERAL BANK, N.A.,
                              as a Lender

                              By: /s/ Joel Brandt
                                  -----------------------------------------
                              Name: Joel Brandt
                              Title: Vice President

                              Standard Federal Bank - Commercial Banking
                              40 Pearl Street NW
                              Grand Rapids, MI 49501
                              Joel.brandt@abnamro.com
                              Phone: 616.451.7916
                              Fax: 616.451.7909

<PAGE>

                              THE NORTHERN TRUST COMPANY,
                              as a Lender

                              By: /s/ Lisa McDermott
                                  -----------------------------------------
                              Name: Lisa McDermott
                              Title: Vice President

                              Address:
                              The Northern Trust Company
                              50 S. LaSalle Street, L-08
                              Chicago, IL 60675
                              Attn: Lisa McDermott
                              Phone: 312.444.2336
                              Fax: 312.444.4906
                              E-mail: lm79@ntrs.com

<PAGE>

                              THE BANK OF NOVA SCOTIA,
                              as a Lender

                              By: /s/ P. Hawes
                                  -----------------------------------------
                              Name: P. Hawes
                              Title: Comptroller

                              Address:
                              600 Peachtree St. NE, Suite 2700
                              Atlanta, GA 30308
                              Attn: Donna Gardner
                              Phone: 404.877.1559
                              Fax: 404.888.8998
                              E-mail: donna_gardner@scotiacapital.com
<PAGE>
                                                           PRICING SCHEDULE

<TABLE>
<CAPTION>
 APPLICABLE MARGIN      LEVEL I         LEVEL II        LEVEL III         LEVEL IV            LEVEL V
                        STATUS           STATUS          STATUS            STATUS             STATUS
-------------------- -------------- ---------------- ----------------- ---------------- ---------------------
<S>                  <C>            <C>              <C>               <C>              <C>
  Leverage Ratio        <0.75X           <1.25            <1.75X            <2.25X              >2.25X
                        -                -                -                 -
==================== ============== ================ ================= ================ =====================
    Applicable          0.36 %          0.40%            0.475%            0.60%              0.80%
 Eurocurrency Rate
    Margin and
Applicable L/C Fee
    Percentage
-------------------- -------------- ---------------- ----------------- ---------------- ---------------------
    Applicable          0.00%           0.00%            0.00%             0.00%              0.00%
   Floating Rate
      Margin
-------------------- -------------- ---------------- ----------------- ---------------- ---------------------
    Applicable          0.09%           0.10%            0.125 %           0.15%              0.20%
   Facility Fee
    Percentage
</TABLE>

         Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Agreement. For the purposes of this
Pricing Schedule, the following terms have the following meanings, subject to
the final paragraph of this Pricing Schedule:

         "FINANCIALS" means the annual or quarterly financial statements of the
Company delivered pursuant to the Agreement.

         "LEVEL I STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, the
Leverage Ratio is less than or equal to 0.75 to 1.00.

         "LEVEL II STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, (i) the
Company has not qualified for Level I Status and (ii) the Leverage Ratio is less
than or equal to 1.25 to 1.00.

         "LEVEL III STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, (i) the
Company has not qualified for Level I Status or Level II Status and (ii) the
Leverage Ratio is less than or equal to 1.75 to 1.00.

         "LEVEL IV STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, (i) the
Company has not qualified for Level I Status, Level II Status or Level III
Status and (ii) the Leverage Ratio is less than or equal to 2.25 to 1.00.

         "LEVEL V STATUS" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, the
Company has not qualified for Level I Status, Level II Status, Level III Status
or Level IV Status.

<PAGE>

         "STATUS" means Level I Status, Level II Status, Level III Status, Level
IV Status or Level V Status.

         During the period beginning on the Closing Date and ending on the date
of delivery of the first quarterly financial statements required to be delivered
under the Agreement, pricing shall be based on Pricing Level IV. Thereafter, the
Applicable Eurocurrency Margin, Applicable Floating Rate Margin, Applicable L/C
Fee Percentage and Applicable Facility Fee Percentage (each, an "APPLICABLE
MARGIN") shall be determined in accordance with the foregoing table based on the
Company's Status as reflected in the then most recent Financials. Adjustments,
if any, to the Applicable Margin shall be effective three (3) Business Days
after the Administrative Agent has received the applicable Financials. If the
Company fails to deliver the Financials to the Administrative Agent at the time
required pursuant to the Agreement, then the Applicable Margin shall be the
highest Applicable Margin set forth in the foregoing table until three (3)
Business Days after such Financials are so delivered.