EXHIBIT 10.3












                         SECOND AMENDED AND RESTATED
                         CREDIT AND GUARANTY AGREEMENT

                         DATED AS OF AUGUST [  ], 2004

                                     AMONG

                          BERRY PLASTICS CORPORATION,

                           BPC HOLDING CORPORATION,

              CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION
                                AS GUARANTORS,

                               VARIOUS LENDERS,

                      GOLDMAN SACHS CREDIT PARTNERS L.P.,
                           AS ADMINISTRATIVE AGENT,

                             JPMORGAN CHASE BANK,
                             AS SYNDICATION AGENT,

                             FLEET NATIONAL BANK,
           AS COLLATERAL AGENT, ISSUING BANK AND SWING LINE LENDER,

                                      AND

                          THE ROYAL BANK OF SCOTLAND
                                      AND
                     GENERAL ELECTRIC CAPITAL CORPORATION,
                          AS CO-DOCUMENTATION AGENTS

           ________________________________________________________

                 $465,525,000 SENIOR SECURED CREDIT FACILITIES

           ________________________________________________________





NY12534:136764.9

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                               TABLE OF CONTENTS

                                                                           Page

SECTION 1.      DEFINITIONS AND INTERPRETATION...............................2
          1.1.  DEFINITIONS.  The following terms used herein, including
                in the preamble, recitals, exhibits and schedules
                hereto, shall have the following meanings:...................2
          1.2.  ACCOUNTING TERMS.  Except as otherwise expressly
                provided herein, all accounting terms not otherwise
                defined herein shall have the meanings assigned to them
                in conformity with GAAP as in effect from time to time;
                provided, if Company notifies Administrative Agent that
                Company requests an amendment to any provision hereof to
                eliminate the effect of any change occurring after the
                date hereof in GAAP or in the application thereof to the
                operation of such provisions, regardless of whether any
                such notice is given before or after such change in GAAP
                or in the application thereof, then such provision shall
                be interpreted on the basis of GAAP in effect and
                applied immediately before such change shall have become
                effective until such notice shall have been withdrawn or
                such provision amended in accordance herewith. Subject
                to the foregoing, calculations in connection with the
                definitions, covenants and other provisions hereof shall
                utilize accounting principles and policies in conformity
                with those used to prepare the Historical Financial
                Statements..................................................38
          1.3.  INTERPRETATION, ETC.  Any of the terms defined herein
                may, unless the context otherwise requires, be used in
                the singular or the plural, depending on the reference.
                References herein to any Section, Appendix, Schedule or
                Exhibit shall be to a Section, an Appendix, a Schedule
                or an Exhibit, as the case may be, hereof unless
                otherwise specifically provided.  The use herein of the
                word "include" or "including", when following any
                general statement, term or matter, shall not be
                construed to limit such statement, term or matter to the
                specific items or matters set forth immediately
                following such word or to similar items or matters,
                whether or not nonlimiting language (such as "without
                limitation" or "but not limited to" or words of similar
                import) is used with reference thereto, but rather shall
                be deemed to refer to all other items or matters that
                fall within the broadest possible scope of such general
                statement, term or matter.  Except as otherwise
                specifically provided, all reference herein to any
                Person shall mean such Person and its permitted

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                successors and assigns and all references herein to any
                document, instrument or agreement shall mean such
                document, instrument or agreement as amended,
                supplemented or modified from time to time, to the
                extent not prohibited by this Agreement.....................38
SECTION 2.      LOANS AND LETTERS OF CREDIT.................................39
          2.1.  TERM LOANS..................................................39
          2.2.  INCREMENTAL TERM LOANS.  Company and any one or more
                Lenders or New Lenders may from time to time agree that
                such Lenders shall make one or more Incremental Term
                Loans, which shall constitute Loans for all purposes of
                this Agreement, by executing and delivering to the
                Administrative Agent an Incremental Term Loan Notice,
                substantially in the form of Exhibit A-4, not less than
                10 Business Days prior to the Applicable Incremental
                Term Loan Closing Date, specifying (i) the principal
                amount of such Incremental Term Loan, (ii) the
                applicable Incremental Term Loan Closing Date, (iii) the
                applicable Incremental Term Loan Maturity Date, (iv) the
                amortization schedule for such Incremental Term Loan and
                (v) the Applicable Margin for such Incremental Term
                Loan; provided that, (A) after giving pro forma effect
                to the making of such Incremental Term Loan and any
                Permitted Acquisition to be financed with the proceeds
                thereof, the Leverage Ratio shall be less than or equal
                to 3.00:1.00 (calculated in accordance with Section
                6.8(d)(ii) and in such a manner as to exclude from
                Consolidated Total Debt any Indebtedness which is not
                secured by a Lien or which by its terms ranks junior in
                right of payment to that of the Lenders under this
                Agreement), (B) no Default or Event of Default has
                occurred and is continuing or would result after giving
                effect to the making of such Incremental Term Loan or
                the application of the proceeds therefrom, (C) the
                calculation of interest in respect of such Incremental
                Term Loan as set forth in the applicable Incremental
                Term Loan Notice is based on the Base Rate or the
                Eurodollar Rate as defined substantially in this
                Agreement and the maximum Applicable Margin in respect
                of such Incremental Term Loan shall not be greater than
                0.50% above the Applicable Margin then in effect, or
                which could be in effect under any set of circumstances
                thereafter, for the Term Loan, (D) such Incremental Term
                Loan shall otherwise be on the same terms and conditions
                as those generally applicable to the Loans made under
                this Agreement, (E) the aggregate principal amount
                outstanding of Incremental Term Loans pursuant to this

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                Section 2.2 after giving effect to such Incremental Term
                Loan shall not exceed $150,000,000, (F) each borrowing
                of an Incremental Term Loan pursuant to this Section 2.2
                shall be in a minimum amount of (I) $25,000,000 or (II)
                the difference of $150,000,000 and the sum of the
                aggregate principal amount of all Incremental Term Loans
                then outstanding, (G) the average weighted maturity of
                all Incremental Term Loans outstanding, after giving
                effect to such Incremental Term Loan, shall not be less
                than the remaining term of the Term Loan (H) any
                Incremental Term Loan Maturity Date shall be on or after
                the Term Loan Maturity Date and (I) the Chief Financial
                Officer of each of Holdings and Company shall have
                executed and delivered to the Administrative Agent on
                the Incremental Term Loan Closing Date an officer's
                certificate certifying compliance with the requirements
                of this Section 2.2.........................................41
          2.3.  REVOLVING LOANS.............................................41
          2.4.  ISSUANCE OF LETTERS OF CREDIT AND PURCHASE OF
                PARTICIPATIONS THEREIN......................................43
          2.5.  SWING LINE LOANS............................................47
          2.6.  PRO RATA SHARES; AVAILABILITY OF FUNDS......................50
          2.7.  USE OF PROCEEDS.  The proceeds of the Term Loans made on
                the Effective Date shall be applied by Company on the
                Effective Date to prepay Term Loans and Delayed Draw
                Loans (as defined in the Existing Agreement) outstanding
                under the Existing Agreement and, after prepayment of
                such Term Loans and Delayed Draw Loans in full,
                otherwise for working capital and general corporate
                purposes of the Company and its Subsidiaries.  The
                proceeds of the Revolving Loans, Swing Line Loans and
                Letters of Credit made after the Effective Date shall be
                applied by Company for Permitted Acquisition Expenses
                working capital and general corporate purposes of
                Company and its Subsidiaries; provided, however, in no
                event will the proceeds of Revolving Loans be used for
                the purposes of prepaying Loans as permitted under
                Section 2.14 hereof.  The proceeds of any Incremental
                Term Loan shall be used as set forth in the applicable
                Incremental Term Loan Notice or, where and so provided,
                for working capital and general corporate purposes of
                Company and its Subsidiaries.  No portion of the
                proceeds of any Credit Extension shall be used in any
                manner that causes or might cause such Credit Extension
                or the application of such proceeds to violate
                Regulation T, Regulation U or Regulation X of the Board
                of Governors of the Federal Reserve System or any other
                regulation thereof or to violate the Exchange Act...........51
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          2.8.  EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS;
                NOTES.......................................................51
          2.9.  INTEREST ON LOANS...........................................52
          2.10. CONVERSION/CONTINUATION.....................................54
          2.11. DEFAULT INTEREST.  Upon the occurrence and during the
                continuance of an Event of Default, the principal amount
                of all Loans outstanding and, to the extent permitted by
                applicable law, any interest payments on the Loans or
                any fees or other amounts owed hereunder, shall
                thereafter bear interest (including post-petition
                interest in any proceeding under the Bankruptcy Code or
                other applicable bankruptcy laws) payable on demand at a
                rate that is 2% per annum in excess of the interest rate
                otherwise payable hereunder with respect to the
                applicable Loans (or, in the case of any such fees and
                other amounts, at a rate which is 2% per annum in excess
                of the interest rate otherwise payable hereunder for
                Base Rate Loans); provided, in the case of Eurodollar
                Rate Loans, upon the expiration of the Interest Period
                in effect at the time any such increase in interest rate
                is effective such Eurodollar Rate Loans shall thereupon
                become Base Rate Loans and shall thereafter bear
                interest payable upon demand at a rate which is 2% per
                annum in excess of the interest rate otherwise payable
                hereunder for Base Rate Loans.  Payment or acceptance of
                the increased rates of interest provided for in this
                Section 2.11 is not a permitted alternative to timely
                payment and shall not constitute a waiver of any Event
                of Default or otherwise prejudice or limit any rights or
                remedies of Administrative Agent or any Lender..............54
          2.12. FEES........................................................55
          2.13. SCHEDULED PAYMENTS/COMMITMENT REDUCTIONS....................56
          2.14. VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.................57
          2.15. MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.................58
          2.16. APPLICATION OF PREPAYMENTS/REDUCTIONS.......................60
          2.17. GENERAL PROVISIONS REGARDING PAYMENTS.......................62
          2.18. RATABLE SHARING.  Lenders hereby agree among themselves
                that, except as otherwise provided  in the Collateral
                Documents with respect to amounts realized from the
                exercise of rights with respect to Liens on the
                Collateral, if any of them shall, whether by voluntary
                payment (other than a voluntary prepayment of Loans made
                and applied in accordance with the terms hereof),
                through the exercise of any right of set-off or banker's
                lien, by counterclaim or cross action or by the
                enforcement of any right under the Credit Documents or

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                otherwise, or as adequate protection of a deposit
                treated as cash collateral under the Bankruptcy Code,
                receive payment or reduction of a proportion of the
                aggregate amount of principal, interest, amounts payable
                in respect of Letters of Credit, fees and other amounts
                then due and owing to such Lender hereunder or under the
                other Credit Documents (collectively, the "AGGREGATE
                AMOUNTS DUE" to such Lender) which is greater than the
                proportion received by any other Lender in respect of
                the Aggregate Amounts Due to such other Lender, then the
                Lender receiving such proportionately greater payment
                shall (a) notify Administrative Agent and each other
                Lender of the receipt of such payment and (b) apply a
                portion of such payment to purchase participations
                (which it shall be deemed to have purchased from each
                seller of a participation simultaneously upon the
                receipt by such seller of its portion of such payment)
                in the Aggregate Amounts Due to the other Lenders so
                that all such recoveries of Aggregate Amounts Due shall
                be shared by all Lenders in proportion to the Aggregate
                Amounts Due to them; provided, if all or part of such
                proportionately greater payment received by such
                purchasing Lender is thereafter recovered from such
                Lender upon the bankruptcy or reorganization of Company
                or otherwise, those purchases shall be rescinded and the
                purchase prices paid for such participations shall be
                returned to such purchasing Lender ratably to the extent
                of such recovery, but without interest.  Company
                expressly consents to the foregoing arrangement and
                agrees that any holder of a participation so purchased
                may exercise any and all rights of banker's lien,
                set-off or counterclaim with respect to any and all
                monies owing by Company to that holder with respect
                thereto as fully as if that holder were owed the amount
                of the participation held by that holder....................63
          2.19. MAKING OR MAINTAINING EURODOLLAR RATE LOANS.................64
          2.20. INCREASED COSTS; CAPITAL ADEQUACY...........................66
          2.21. TAXES; WITHHOLDING, ETC.....................................67
          2.22. OBLIGATION TO MITIGATE.  Each Lender agrees that, as
                promptly as practicable after the officer of such Lender
                responsible for administering its Commitments, Loans or
                Letters of Credit, as the case may be, becomes aware of
                the occurrence of an event or the existence of a
                condition that would cause such Lender to become an
                Affected Lender or that would entitle such Lender to
                receive payments under Section 2.19, 2.20 or 2.21, it
                will, to the extent not inconsistent with the internal
                policies of such Lender and any applicable legal or
                regulatory restrictions, use reasonable efforts to (a)

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                make, issue, fund or maintain its Commitments, Loans and
                Letters of Credit, including any Affected Loans, through
                another office of such Lender, or (b) take such other
                measures as such Lender may deem reasonable, if as a
                result thereof the circumstances which would cause such
                Lender to be an Affected Lender would cease to exist or
                the additional amounts which would otherwise be required
                to be paid to such Lender pursuant to Section 2.19, 2.20
                or 2.21 would be materially reduced and if, as
                determined by such Lender in its sole discretion, the
                making, issuing, funding or maintaining of such
                Commitments, Loans or Letters of Credit through such
                other office or in accordance with such other measures,
                as the case may be, would not otherwise adversely affect
                such Commitments, Loans or Letters of Credit or the
                interests of such Lender; provided, such Lender will not
                be obligated to utilize such other office pursuant to
                this Section 2.22 unless Company agrees to pay all
                incremental expenses incurred by such Lender as a result
                of utilizing such other office as described in
                clause (a) above.  A certificate as to the amount of any
                such expenses payable by Company pursuant to this
                Section 2.22 (setting forth in reasonable detail the
                basis for requesting such amount) submitted by such
                Lender to Company (with a copy to Administrative Agent)
                shall be conclusive absent manifest error...................70
          2.23. DEFAULTING LENDERS.  Anything contained herein to the
                contrary notwithstanding, in the event that any Lender,
                at the direction or request of any regulatory agency or
                authority, defaults (a "DEFAULTING LENDER") in its
                obligation to fund (a "FUNDING DEFAULT") any Revolving
                Loan under Section 2.3(b)(iv) or its portion of any
                unreimbursed payment under Section 2.4(e) (in each case,
                a "DEFAULTED LOAN"), then (a) during any Default Period
                with respect to such Defaulting Lender, such Defaulting
                Lender shall be deemed not to be a "Lender" for purposes
                of voting on any matters (including the granting of any
                consents or waivers) with respect to any of the Credit
                Documents; (b) to the extent permitted by applicable
                law, until such time as the Default Excess with respect
                to such Defaulting Lender shall have been reduced to
                zero, (i) any voluntary prepayment of the Revolving
                Loans shall, if Company so directs at the time of making
                such voluntary prepayment, be applied to the Revolving
                Loans of other Lenders as if such Defaulting Lender had
                no Revolving Loans outstanding and the Revolving
                Exposure of such Defaulting Lender were zero, and
                (ii) any mandatory prepayment of the Revolving Loans

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                shall, if Company so directs at the time of making such
                mandatory prepayment, be applied to the Revolving Loans
                of other Lenders (but not to the Revolving Loans of such
                Defaulting Lender) as if such Defaulting Lender had
                funded all Defaulted Loans of such Defaulting Lender, it
                being understood and agreed that Company shall be
                entitled to retain any portion of any mandatory
                prepayment of the Revolving Loans that is not paid to
                such Defaulting Lender solely as a result of the
                operation of the provisions of this clause (b); (c) such
                Defaulting Lender's Revolving Commitment and outstanding
                Revolving Loans and such Defaulting Lender's Pro Rata
                Share of the Letter of Credit Usage shall be excluded
                for purposes of calculating the Revolving Commitment fee
                payable to Lenders in respect of any day during any
                Default Period with respect to such Defaulting Lender,
                and such Defaulting Lender shall not be entitled to
                receive any Revolving Commitment fee pursuant to Section
                2.11 with respect to such Defaulting Lender's Revolving
                Commitment in respect of any Default Period with respect
                to such Defaulting Lender; and (d) the Total Utilization
                of Revolving Commitments as at any date of determination
                shall be calculated as if such Defaulting Lender had
                funded all Defaulted Loans of such Defaulting Lender.
                No Revolving Commitment of any Lender shall be increased
                or otherwise affected, and, except as otherwise
                expressly provided in this Section 2.23, performance by
                Company of its obligations hereunder and the other
                Credit Documents shall not be excused or otherwise
                modified as a result of any Funding Default or the
                operation of this Section 2.23.  The rights and remedies
                against a Defaulting Lender under this Section 2.23 are
                in addition to other rights and remedies which Company
                may have against such Defaulting Lender with respect to
                any Funding Default and which Administrative Agent or
                any Lender may have against such Defaulting Lender with
                respect to any Funding Default..............................70
          2.24. REMOVAL OR REPLACEMENT OF A LENDER.  Anything contained
                herein to the contrary notwithstanding, in the event
                that: (a) any Lender (an "INCREASED-COST LENDER") shall
                give notice to Company that such Lender is an Affected
                Lender or such Lender becomes entitled to receive
                payments under Section 2.20 or 2.21, the circumstances
                which have caused such Lender to be an Affected Lender
                or which entitle such Lender to receive such payments
                shall remain in effect, and such Lender shall fail to
                (i) withdraw such notice or (ii) waive in writing the

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                right to receive the applicable payments, in each of
                cases (i) and (ii), within five Business Days after
                Company's request for such withdrawal or waiver; or (b)
                any Lender shall become a Defaulting Lender, the Default
                Period for such Defaulting Lender shall remain in
                effect, and such Defaulting Lender shall fail to cure
                the default as a result of which it has become a
                Defaulting Lender within five Business Days after
                Company's request that it cure such default; or (c) in
                connection with any proposed amendment, modification,
                termination, waiver or consent with respect to any of
                the provisions hereof as contemplated by Section
                10.5(b), the consent of Requisite Lenders shall have
                been obtained but the consent of one or more of such
                other Lenders (each a "NON-CONSENTING LENDER") whose
                consent is required shall not have been obtained; then,
                with respect to each such Increased-Cost Lender,
                Defaulting Lender or Non-Consenting Lender (the
                "TERMINATED LENDER"), Company may, by giving written
                notice to Administrative Agent and any Terminated Lender
                of its election to do so, elect to cause such Terminated
                Lender (and such Terminated Lender hereby irrevocably
                agrees) to assign its outstanding Loans and its
                Revolving Commitments, if any, in full to one or more
                Eligible Assignees (each a "REPLACEMENT LENDER") in
                accordance with the provisions of Section 10.6 and
                Terminated Lender shall pay any fees payable thereunder
                in connection with such assignment; provided, (1) on the
                date of such assignment, the Replacement Lender shall
                pay to Terminated Lender an amount equal to the sum of
                (A) an amount equal to the principal of, and all accrued
                interest on, all outstanding Loans of the Terminated
                Lender, (B) an amount equal to all unreimbursed drawings
                that have been funded by such Terminated Lender,
                together with all then unpaid interest with respect
                thereto at such time and (C) an amount equal to all
                accrued, but theretofore unpaid fees owing to such
                Terminated Lender pursuant to Section 2.12; (2) on the
                date of such assignment, Company shall pay any amounts
                payable to such Terminated Lender pursuant to
                Section 2.19, 2.20 or 2.21 or otherwise as if it were a
                prepayment; and (3) in the event such Terminated Lender
                is a Non-Consenting Lender, each Replacement Lender
                shall consent, at the time of such assignment, to each
                matter in respect of which such Terminated Lender was a
                Non-Consenting Lender; provided, Company may not make
                such election with respect to any Terminated Lender that
                is also an Issuing Bank unless, prior to the

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                effectiveness of such election, Company shall have
                caused each outstanding Letter of Credit issued thereby
                to be cancelled.  Upon the prepayment of all amounts
                owing to any Terminated Lender and the termination of
                such Terminated Lender's Revolving Commitments, if any,
                such Terminated Lender shall no longer constitute a
                "Lender" for purposes hereof; provided, any rights of
                such Terminated Lender to indemnification hereunder
                shall survive as to such Terminated Lender..................71

SECTION 3.      CONDITIONS PRECEDENT........................................72
          3.1.  CLOSING DATE.  The obligation of any Lender to make a
                Credit Extension under the Original Agreement on the
                Closing Date was subject to the satisfaction, or waiver
                in accordance with Section 10.5, of the following
                conditions on or before the Closing Date.  Solely for
                purposes of the historical conditions set forth in this
                Section 3.1, capitalized terms used in this Section 3.1
                and defined in the Original Agreement shall have the
                meanings specified in the Original Agreement as
                applicable as of the Closing Date...........................72
          3.2.  CONDITIONS TO EACH CREDIT EXTENSION.........................78
          3.3.  CONDITIONS TO EFFECTIVENESS.  This Agreement and the
                obligation of each Term Loan Lender to make a Term Loan
                in the amount of such Lender's Term Loan Commitment as
                set forth in Annex A-1 of this Agreement on the
                Effective Date shall become effective on August [  ],
                2004 (the "EFFECTIVE DATE") only upon:......................80
          3.4.  EFFECT OF AGREEMENT ON OTHER CREDIT DOCUMENTS.  By its
                signature on this Agreement, each Credit Party
                acknowledges and agrees that this Agreement is a valid
                amendment of the Existing Agreement made in accordance
                with the terms thereof and binding against such Credit
                Party and that each Credit Document (other than this
                Agreement) shall continue to be valid and binding
                against such Credit Party and its assets and properties
                as of and after the Effective Date (with any references
                to the Existing Agreement in any such Credit Document
                construed as references to this Agreement)..................81

SECTION 4.      REPRESENTATIONS AND WARRANTIES..............................81
          4.1.  ORGANIZATION; REQUISITE POWER AND AUTHORITY;
                QUALIFICATION.  Each of Holdings and its Subsidiaries
                (a) is duly organized, validly existing and in good
                standing under the laws of its jurisdiction of
                organization as identified in Schedule 4.1, (b) has all
                requisite power and authority to own and operate its

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                properties, to carry on its business as now conducted
                and as proposed to be conducted, to enter into the
                Credit Documents to which it is a party and to carry out
                the transactions contemplated thereby, and (c) is
                qualified to do business and in good standing in every
                jurisdiction where its assets are located and wherever
                necessary to carry out its business and operations,
                except in jurisdictions where the failure to be so
                qualified or in good standing has not had, and could not
                reasonably be expected to have, a Material Adverse
                Effect......................................................81
          4.2.  CAPITAL STOCK AND OWNERSHIP.  The Capital Stock of each
                of Holdings and its Subsidiaries has been duly
                authorized and validly issued and is fully paid and
                non-assessable.  Except as set forth on Schedule 4.2, as
                of the date hereof, there is no existing option,
                warrant, call, right, commitment or other agreement to
                which Holdings or any of its Subsidiaries is a party
                requiring, and there is no Capital Stock of Holdings or
                any of its Subsidiaries outstanding which upon
                conversion or exchange would require, the issuance by
                Holdings or any of its Subsidiaries of any additional
                Capital Stock of Holdings or any of its Subsidiaries or
                other Securities convertible into, exchangeable for or
                evidencing the right to subscribe for or purchase,
                Capital Stock of Holdings or any of its Subsidiaries.
                Schedule 4.2 correctly sets forth the ownership interest
                of Holdings and each of its Subsidiaries in their
                respective Subsidiaries as of the Effective Date............81
          4.3.  DUE AUTHORIZATION.  The transactions contemplated by the
                Credit Documents are within the corporate powers of each
                Credit Party and the execution, delivery and performance
                of the Credit Documents have been duly authorized by all
                necessary action on the part of each Credit Party that
                is a party thereto..........................................81
          4.4.  GUARANTOR SUBSIDIARIES.  Schedule 4.4 correctly sets
                forth, as of the Effective Date, all of Company's
                Guarantor Subsidiaries who are parties to this
                Agreement...................................................82
          4.5.  NO CONFLICT.  The execution, delivery and performance by
                Credit Parties of the Credit Documents to which they are
                parties and the consummation of the transactions
                contemplated by the Credit Documents do not and will not
                (a) violate any provision of any law or any governmental
                rule or regulation applicable to Holdings or any of its
                Subsidiaries, any of the Organizational Documents of
                Holdings or any of its Subsidiaries, or any order,
                judgment or decree of any court or other agency of
                government binding on Holdings or any of its
                Subsidiaries except to the extent such violation,
                individually or in the aggregate, could not reasonably

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                be expected to have a Material Adverse Effect;
                (b) conflict with, result in a breach of or constitute
                (with due notice or lapse of time or both) a default
                under any Contractual Obligation of Holdings or any of
                its Subsidiaries except to the extent such conflict,
                breach or default, individually or in the aggregate,
                could not reasonably be expected to have a Material
                Adverse Effect; (c) result in or require the creation or
                imposition of any Lien upon any of the properties or
                assets of Holdings or any of its Subsidiaries (other
                than any Liens created under any of the Credit Documents
                in favor of Collateral  Agent, on behalf of Secured
                Parties) except to the extent that the creation or
                imposition of any such Liens, individually or in the
                aggregate, could not reasonably be expected to have a
                Material Adverse Effect; or (d) require any approval of
                stockholders, members or partners or any approval or
                consent of any Person under any Contractual Obligation
                of Holdings or any of its Subsidiaries, except for such
                approvals or consents which will be obtained on or
                before the Effective Date and disclosed in writing to
                Lenders and except for any such approvals or consents
                the failure of which to obtain, individually or in the
                aggregate, could not reasonably be expected to have a
                Material Adverse Effect.....................................82
          4.6.  GOVERNMENTAL CONSENTS.  The execution, delivery and
                performance by Credit Parties of the Credit Documents to
                which they are parties and the consummation of the
                transactions contemplated by the Credit Documents do not
                and will not require any registration with, consent or
                approval of, or notice to, or other action to, with or
                by, any Governmental Authority, except for such
                registrations, consents, approvals, notices or actions
                the failure of which to obtain, individually or in the
                aggregate, could not reasonably be expected to have a
                Material Adverse Effect.....................................82
          4.7.  BINDING OBLIGATION.  Each Credit Document has been duly
                executed and delivered by each Credit Party that is a
                party thereto and is the legally valid and binding
                obligation of such Credit Party, enforceable against
                such Credit Party in accordance with its respective
                terms, except as may be limited by bankruptcy,
                insolvency, reorganization, moratorium or similar laws
                relating to or limiting creditors' rights generally or
                by equitable principles relating to enforceability..........82
          4.8.  HISTORICAL FINANCIAL STATEMENTS.  The Historical
                Financial Statements were prepared in conformity with
                GAAP and fairly present, in all material respects, the
                financial position, on a consolidated basis, of the
                Persons described in such financial statements as at the

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                respective dates thereof and the results of operations
                and cash flows, on a consolidated basis, of the entities
                described therein for each of the periods then ended,
                subject, in the case of any such unaudited financial
                statements, to changes resulting from audit and normal
                year-end adjustments.  As of the Effective Date, neither
                Holdings nor any of its Subsidiaries has any contingent
                liability or liability for taxes, long-term lease or
                unusual forward or long-term commitment that is not
                reflected in the Historical Financial Statements or the
                notes thereto and which in any such case is material in
                relation to the business, operations, properties,
                assets, condition (financial or otherwise) or prospects
                of Holdings and any of its Subsidiaries taken as a
                whole.......................................................82
          4.9.  PROJECTIONS.  On and as of the Effective Date, the
                Projections of Holdings and its Subsidiaries for the
                period beginning with Fiscal Year 2003 through and
                including Fiscal Year 2010 (the "PROJECTIONS") are based
                on good faith estimates and reasonable assumptions made
                by the management of Holdings; provided, the Projections
                are not to be viewed as facts and that actual results
                during the period or periods covered by the Projections
                may differ from such Projections and that the
                differences may be material; provided further, as of the
                Effective Date, management of Holdings believed that the
                Projections were reasonable and attainable..................83
          4.10. NO MATERIAL ADVERSE CHANGE.  Since December 27, 2003, no
                event, circumstance or change has occurred that has
                caused or evidences, either in any case or in the
                aggregate, a continuing Material Adverse Effect.............83
          4.11. ADVERSE PROCEEDINGS, ETC.  There are no Adverse
                Proceedings, individually or in the aggregate, that
                could reasonably be expected to have a Material Adverse
                Effect.  Neither Holdings nor any of its Subsidiaries
                (a) is in violation of any applicable laws (including
                Environmental Laws) that, individually or in the
                aggregate, could reasonably be expected to have a
                Material Adverse Effect, or (b) is subject to or in
                default with respect to any final judgments, writs,
                injunctions, decrees, rules or regulations of any court
                or any federal, state, municipal or other governmental
                department, commission, board, bureau, agency or
                instrumentality, domestic or foreign, that, individually
                or in the aggregate, could reasonably be expected to
                have a Material Adverse Effect..............................83
          4.12. PAYMENT OF TAXES.  Except as otherwise permitted under
                Section 5.3, all material tax returns and reports of
                Holdings and its Subsidiaries required to be filed by

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                any of them have been timely filed, and all taxes shown
                on such tax returns to be due and payable and all
                material assessments, fees and other governmental
                charges upon Holdings and its Subsidiaries and upon
                their respective properties, assets, income, businesses
                and franchises which are due and payable have been paid
                when due and payable.  Holdings knows of no proposed tax
                assessment against Holdings or any of its Subsidiaries
                which is not being actively contested by Holdings or
                such Subsidiary in good faith and by appropriate
                proceedings; provided, such reserves or other
                appropriate provisions, if any, as shall be required in
                conformity with GAAP shall have been made or provided
                therefor....................................................83
          4.13. PROPERTIES..................................................84
          4.14. ENVIRONMENTAL MATTERS.  Except as set forth on
                Schedule 4.14, (i) neither Holdings nor any of its
                Subsidiaries nor any of their respective Facilities or
                operations are subject to any outstanding written order,
                consent decree or settlement agreement with any Person
                relating to any Environmental Law, any Environmental
                Claim, or any Hazardous Materials Activity, (ii) there
                are and, to each of Holdings' and its Subsidiaries'
                knowledge, have been, no conditions, occurrences, or
                Hazardous Materials Activities which could reasonably be
                expected to form the basis of an Environmental Claim
                against Holdings or any of its Subsidiaries, (iii)
                neither Holdings nor any of its Subsidiaries has
                received any letter or request for information under
                Section 104 of the Comprehensive Environmental Response,
                Compensation, and Liability Act (42 U.S.C.
                {section} 9604) or any comparable state law, in each of
                cases (i), (ii) and (iii) that, if resolved adversely,
                individually or in the aggregate, could reasonably be
                expected to have a Material Adverse Effect. Compliance
                with all current or reasonably foreseeable future
                requirements pursuant to or under Environmental Laws
                could not reasonably be expected to have, individually
                or in the aggregate, a Material Adverse Effect.  No
                event or condition has occurred or is occurring with
                respect to Holdings or any of its Subsidiaries relating
                to any applicable Environmental Law, any Release of
                Hazardous Materials, or any Hazardous Materials Activity
                which individually or in the aggregate has had, or could
                reasonably be expected to have, a Material Adverse
                Effect, other than the events and conditions described
                on Schedule 4.14 as existing on or prior to the
                Effective Date..............................................84
          4.15. NO DEFAULTS.  Neither Holdings nor any of its
                Subsidiaries is in default in the performance,
                observance or fulfillment of any of the obligations,

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                covenants or conditions contained in any of its
                Contractual Obligations, and no condition exists which,
                with the giving of notice or the lapse of time or both,
                could constitute such a default, except where the
                consequences, direct or indirect, of such default or
                defaults, if any, could not reasonably be expected to
                have a Material Adverse Effect..............................85
          4.16. GOVERNMENTAL REGULATION.  Neither Holdings nor any of
                its Subsidiaries is subject to regulation under the
                Public Utility Holding Company Act of 1935, the Federal
                Power Act or the Investment Company Act of 1940 or under
                any other federal or state statute or regulation which
                may limit its ability to incur Indebtedness or which may
                otherwise render all or any portion of the Obligations
                unenforceable.  Neither Holdings nor any of its
                Subsidiaries is a "registered investment company" or a
                company "controlled" by a "registered investment
                company" or a "principal underwriter" of a "registered
                investment company" as such terms are defined in the
                Investment Company Act of 1940..............................85
          4.17. MARGIN STOCK.  Neither Holdings nor any of its
                Subsidiaries is engaged principally, or as one of its
                important activities, in the business of extending
                credit for the purpose of purchasing or carrying any
                Margin Stock.  No part of the proceeds of the Loans made
                to such Credit Party will be used to purchase or carry
                any such margin stock or to extend credit to others for
                the purpose of purchasing or carrying any such margin
                stock or for any purpose that violates, or is
                inconsistent with, the provisions of Regulation T, U or
                X of the Board of Governors of the Federal Reserve
                System......................................................85
          4.18. EMPLOYEE MATTERS.  Neither Holdings nor any of its
                Subsidiaries is engaged in any unfair labor practice
                that could reasonably be expected to have a Material
                Adverse Effect.  There is (a) no unfair labor practice
                complaint pending against Holdings or any of its
                Subsidiaries, or to the best knowledge of Holdings and
                Company, threatened against any of them before the
                National Labor Relations Board and no grievance or
                arbitration proceeding arising out of or under any
                collective bargaining agreement that is so pending
                against Holdings or any of its Subsidiaries or to the
                best knowledge of Holdings and Company, threatened
                against any of them, (b) no strike or work stoppage in
                existence or threatened involving Holdings or any of its
                Subsidiaries,  and (c) to the best knowledge of Holdings
                and Company, no union representation question existing
                with respect to the employees of Holdings or any of its
                Subsidiaries and, to the best knowledge of Holdings and

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<PAGE>

                Company, no union organization activity that is taking
                place, except (with respect to any matter specified in
                clause (a), (b) or (c) above, either individually or in
                the aggregate) such as is not reasonably likely to have
                a Material Adverse Effect...................................85
          4.19. EMPLOYEE BENEFIT PLANS.  Except as, individually or in
                the aggregate, could not reasonably be expected to have
                a Material Adverse Effect, (i) Holdings, each of its
                Subsidiaries and each of their respective ERISA
                Affiliates are in substantial compliance with all
                applicable provisions and requirements of ERISA and the
                Internal Revenue Code and the regulations and published
                interpretations thereunder with respect to each Employee
                Benefit Plan, and have substantially performed all their
                obligations under each Employee Benefit Plan, (ii) each
                Employee Benefit Plan which is intended to qualify under
                Section 401(a) of the Internal Revenue Code has received
                a favorable determination letter from the Internal
                Revenue Service indicating that such Employee Benefit
                Plan is so qualified and nothing has occurred subsequent
                to the issuance of such determination letter which would
                cause such Employee Benefit Plan to lose its qualified
                status, (iii) no liability to the PBGC (other than
                required premium payments) has been or is expected to be
                incurred by Holdings, any of its Subsidiaries or any of
                their ERISA Affiliates, (iv) no ERISA Event has occurred
                or is reasonably expected to occur, and (v) Holdings,
                each of its Subsidiaries and each of their ERISA
                Affiliates have complied with the requirements of
                Section 515 of ERISA with respect to each Multiemployer
                Plan and are not in material "default" (as defined in
                Section 4219(c)(5) of ERISA) with respect to payments to
                a Multiemployer Plan.)......................................85
          4.20. SOLVENCY.  Each Credit Party is and, upon the incurrence
                of any Obligation by such Credit Party on any date on
                which this representation and warranty is made and after
                giving effect to the provisions of Section 7.2, will be,
                Solvent.....................................................86
          4.21. [Intentionally Omitted].....................................86
          4.22. COMPLIANCE WITH STATUTES, ETC.  Each of Holdings and its
                Subsidiaries is in compliance with all applicable
                statutes, regulations and orders of, and all applicable
                restrictions imposed by, all Governmental Authorities,
                in respect of the conduct of its business and the
                ownership of  its property (including compliance with
                all applicable Environmental Laws with respect to any
                Real Estate Asset or governing its business and the
                requirements of any permits issued under such
                Environmental Laws with respect to any such Real Estate
                Asset or the operations of Holdings or any of its

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<PAGE>

                Subsidiaries), except such non-compliance that,
                individually or in the aggregate, could not reasonably
                be expected to result in a Material Adverse Effect..........86
          4.23. DISCLOSURE.  No representation or warranty of any Credit
                Party contained in any Credit Document or in any other
                documents, certificates or written statements furnished
                to Lenders by or on behalf of Holdings or any of its
                Subsidiaries for use in connection with the transactions
                contemplated hereby at the time such representation or
                warranty is made contains any untrue statement of a
                material fact or omits to state a material fact (known
                to Holdings or Company, in the case of any document not
                furnished by either of them) necessary in order to make
                the statements contained herein or therein not
                misleading in light of the circumstances in which the
                same were made.  Any projections and pro forma financial
                information contained in such materials are based upon
                good faith estimates and assumptions believed by
                Holdings or Company to be reasonable at the time made,
                it being recognized by Lenders that such projections as
                to future events are not to be viewed as facts and that
                actual results during the period or periods covered by
                any such projections may differ materially from the
                projected results.  There are no facts known (or which
                should upon the reasonable exercise of diligence be
                known) to Holdings or Company (other than matters of a
                general economic nature) that, individually or in the
                aggregate, could reasonably be expected to result in a
                Material Adverse Effect and that have not been disclosed
                herein or in such other documents, certificates and
                statements furnished to Lenders for use in connection
                with the transactions contemplated hereby...................86

SECTION 5.      AFFIRMATIVE COVENANTS.......................................87
          5.1.  FINANCIAL STATEMENTS AND OTHER REPORTS.  Holdings will
                deliver to Administrative Agent and Lenders:................87
          5.2.  EXISTENCE.  Except as otherwise permitted under Section
                6.9, each Credit Party will, and will cause each of its
                Subsidiaries to, at all times preserve and keep in full
                force and effect its existence and all rights and
                franchises, licenses and permits material to its
                business; provided, no Credit Party or any of its
                Subsidiaries shall be required to preserve any such
                existence, right or franchise, licenses and permits if
                such Person's board of directors (or similar governing
                body) shall determine that the preservation thereof is
                no longer desirable in the conduct of the business of
                such Person, and that the loss thereof could not
                reasonably be expected to have a Material Adverse
                Effect......................................................90

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<PAGE>

          5.3.  PAYMENT OF TAXES AND CLAIMS.  Each Credit Party will,
                and will cause each of its Subsidiaries to, pay all
                Taxes imposed upon it or any of its properties or assets
                or in respect of any of its income, businesses or
                franchises before any penalty or fine accrues thereon,
                and all claims (including claims for labor, services,
                materials and supplies) for sums that have become due
                and payable and that by law have or may become a Lien
                upon any of its properties or assets, prior to the time
                when any penalty or fine shall be incurred with respect
                thereto; provided, no such Tax or claim need be paid if
                it is being contested in good faith by appropriate
                proceedings promptly instituted and diligently
                conducted, so long as (a) adequate reserve or other
                appropriate provision, as shall be required in
                conformity with GAAP shall have been made therefor, and
                (b) in the case of a charge or claim which has or may
                become a Lien against any of the Collateral, such
                contest proceedings conclusively operate to stay the
                sale of any portion of the Collateral to satisfy such
                Tax or claim................................................90
          5.4.  MAINTENANCE OF PROPERTIES.  Each Credit Party will, and
                will cause each of its Subsidiaries to, maintain or
                cause to be maintained in good repair, working order and
                condition, ordinary wear and tear excepted, all material
                properties used or useful in the business of Holdings
                and its Subsidiaries and from time to time will make or
                cause to be made all appropriate repairs, renewals and
                replacements thereof........................................91
          5.5.  INSURANCE.  Holdings will maintain or cause to be
                maintained, with financially sound and reputable
                insurers, such public liability insurance, third party
                property damage insurance, business interruption
                insurance and casualty insurance with respect to
                liabilities, losses or damage in respect of the assets,
                properties and businesses of Holdings and its
                Subsidiaries as may customarily be carried or maintained
                under similar circumstances by Persons of established
                reputation engaged in similar businesses, in each case
                in such amounts (giving effect to self-insurance), with
                such deductibles, covering such risks and otherwise on
                such terms and conditions as shall be customary for such
                Persons.  Without limiting the generality of the
                foregoing, Holdings will maintain or cause to be
                maintained (a) flood insurance with respect to each
                Flood Hazard Property that is located in a community
                that participates in the National Flood Insurance
                Program, in each case in compliance with any applicable
                regulations of the Board of Governors of the Federal
                Reserve System, and (b) first party, property coverage
                insurance on the Collateral under such policies of

                                          xvii
<PAGE>

                insurance, with such insurance companies, in such
                amounts, with such deductibles, and covering such risks
                as are at all times carried or maintained under similar
                circumstances by Persons of established reputation
                engaged in similar businesses.  Each such policy of
                insurance shall (i) name Administrative Agent, on behalf
                of Lenders as an additional insured thereunder as its
                interests may appear and (ii) in the case of each
                casualty insurance policy, contain a loss payable clause
                or endorsement, satisfactory in form and substance to
                Administrative Agent, that names Administrative Agent,
                on behalf of Lenders as the loss payee thereunder and
                provides for at least 30 days' prior written notice to
                Administrative Agent of any modification or cancellation
                of such policy..............................................91
          5.6.  INSPECTIONS.  Each Credit Party will, and will cause
                each of its Subsidiaries to, permit any authorized
                representatives designated by any Agent or Lender to
                visit and inspect any of the properties of any Credit
                Party and any of its respective Subsidiaries, to inspect
                and copy its and their financial and accounting records,
                and to discuss its and their affairs, finances and
                accounts with its and their officers and independent
                public accountants, all upon reasonable notice and at
                such reasonable times during normal business hours and
                as often as may reasonably be requested.  If such visit
                and inspection occurs at a time when no Default or Event
                of Default has occurred and is continuing, such visit
                and inspection shall be at the expense of such Lender
                and, if such visit and inspection occur at a time when a
                Default or Event of Default has occurred and is
                continuing, such visit and inspection shall be paid by
                Company pursuant to Section 10.2.  By this provision,
                each Credit Party authorizes its independent public
                accountants to discuss the affairs, finances and
                accounts of such Credit Party and its Subsidiaries,
                provided, such Credit Party may, if its so chooses, be
                present and participate in any such discussion..............91
          5.7.  LENDERS MEETINGS.  Holdings and Company will, upon the
                request of Administrative Agent or Requisite Lenders,
                participate in a meeting of Administrative Agent and
                Lenders once during each Fiscal Year to be held at
                Company's corporate offices (or at such other location
                as may be agreed to by Company and Administrative Agent)
                at such time as may be agreed to by Company and
                Administrative Agent........................................92
          5.8.  COMPLIANCE WITH LAWS.  Each Credit Party will comply,
                and shall cause each of its Subsidiaries and all other
                Persons, if any, on or occupying any Facilities to

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<PAGE>

                comply, with the requirements of all applicable laws,
                rules, regulations and orders of any governmental
                authority (including all Environmental Laws),
                noncompliance with which could reasonably be expected to
                have, individually or in the aggregate, a Material
                Adverse Effect..............................................92
          5.9.  ENVIRONMENTAL...............................................92
          5.10. SUBSIDIARIES.  In the event that any Person becomes a
                Domestic Subsidiary of Company, whether pursuant to a
                Permitted Acquisition or otherwise, Company shall (a)
                promptly cause such Domestic Subsidiary to become a
                Guarantor hereunder and a party to the Intercompany
                Subordination Agreement and a Grantor under the Pledge
                and Security Agreement by executing and delivering to
                Administrative Agent and Collateral Agent a Counterpart
                Agreement, (b) promptly cause each Person holding
                Capital Stock of such Domestic Subsidiary (whether or
                not a Credit Party) to take all of the actions necessary
                to grant and to perfect a First Priority Lien in favor
                of Collateral Agent for the benefit of the Secured
                Parties under the Pledge and Security Agreement in
                respect of all such Capital Stock and (c) take all such
                actions and execute and deliver, or cause to be executed
                and delivered, all such documents, instruments,
                agreements, and certificates as are similar to those
                described in Sections 3.1(b), 3.1(l), 3.1(m), 3.1(n) and
                3.1(p) in respect of any Collateral required to be
                secured for the benefit of Secured Parties under the
                Pledge and Security Agreement.  In the event that any
                Person becomes a Foreign Subsidiary of Company, and
                Capital Stock of such Foreign Subsidiary is directly
                owned by Company or by any Domestic Subsidiary of
                Company, Company shall, or shall cause such Domestic
                Subsidiary to, deliver, all such documents, instruments,
                agreements, and certificates as are similar to those
                described in Section 3.1(b), and Company shall take, or
                shall cause such Domestic Subsidiary to take, all of the
                actions necessary to grant and to perfect a First
                Priority Lien in favor of Collateral Agent for the
                benefit of Secured Parties under the Pledge and Security
                Agreement in such Capital Stock.  With respect to each
                such Subsidiary, Company shall promptly send to
                Administrative Agent written notice setting forth with
                respect to such Person (i) the date on which such Person
                became a Subsidiary of Company, and (ii) all of the data
                required to be set forth in Schedules 4.1 and 4.2 with
                respect to all Subsidiaries of Company; provided, such
                written notice shall be deemed to supplement
                Schedule 4.1 and 4.2 for all purposes hereof................93
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<PAGE>

          5.11. ADDITIONAL MATERIAL REAL ESTATE ASSETS.  In the event
                that any Credit Party acquires a Material Real Estate
                Asset or any Real Estate Asset becomes a Material Real
                Estate Asset and such interest has not otherwise been
                made subject to the Lien of the Collateral Documents in
                favor of Collateral Agent, for the benefit of Secured
                Parties, then such Credit Party, contemporaneously with
                acquiring such Material Real Estate Asset or upon any
                Real Estate Asset becoming a Material Real Estate Asset,
                shall take all such actions and execute and deliver, or
                cause to be executed and delivered, all such mortgages,
                documents, instruments, agreements, opinions and
                certificates similar to those described in Sections
                3.1(l), 3.1(m) and 3.1(n) with respect to each such
                Material Real Estate Asset that Collateral Agent shall
                reasonably request to create in favor of Collateral
                Agent, for the benefit of Secured Parties, a valid and,
                subject to any filing and/or recording referred to
                herein, perfected First Priority security interest in
                such Material Real Estate Assets.  In addition to the
                foregoing, Company shall, at the request of Requisite
                Lenders, deliver, from time to time, to Administrative
                Agent such appraisals as are required by law or
                regulation of Real Estate Assets with respect to which
                Collateral Agent has been granted a Lien....................94
          5.12. INTEREST RATE PROTECTION.  As soon as reasonably
                practicable, and in any event no later than 120 days
                following the Closing Date and at all times thereafter,
                Company shall maintain, or caused to be maintained, in
                effect one or more Interest Rate Agreements for a term
                of not less than two years and otherwise in form and
                substance reasonably satisfactory to Administrative
                Agent and Syndication Agent, which Interest Rate
                Agreements shall effectively limit the Unadjusted
                Eurodollar Rate Component of the interest costs to
                Company with respect to an aggregate notional principal
                amount of not less than 50% of the aggregate principal
                amount of Consolidated Total Debt (excluding any
                Revolving Loans) outstanding from time to time (based on
                the assumption that such notional principal amount was a
                Eurodollar Rate Loan with an Interest Period of three
                months) at a rate and on terms satisfactory to the
                Syndication Agent...........................................94
          5.13. FURTHER ASSURANCES.  At any time or from time to time
                upon the request of Administrative Agent, each Credit
                Party will, at its expense, promptly execute,
                acknowledge and deliver such further documents and do
                such other acts and things as Administrative Agent or
                Collateral Agent may reasonably request in order to
                effect fully the purposes of the Credit Documents.  In

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<PAGE>

                furtherance and not in limitation of the foregoing, each
                Credit Party shall take such actions as Administrative
                Agent or Collateral Agent may reasonably request from
                time to time to ensure that the Obligations are
                guarantied by the Guarantors and are secured by
                substantially all of the assets of Holdings, and its
                Subsidiaries and all of the outstanding Capital Stock of
                Company and its Subsidiaries (subject to limitations
                contained in the Credit Documents with respect to
                Foreign Subsidiaries).......................................94
          5.14. [Intentionally omitted.]....................................95

SECTION 6.      NEGATIVE COVENANTS..........................................95
          6.1.  INDEBTEDNESS.  No Credit Party shall, nor shall it
                permit any of its Subsidiaries to, directly or
                indirectly, create, incur, assume or guaranty, or
                otherwise become or remain directly or indirectly liable
                with respect to any Indebtedness, except:...................95
          6.2.  LIENS.  No Credit Party shall, nor shall it permit any
                of its Subsidiaries to, directly or indirectly, create,
                incur, assume or permit to exist any Lien on or with
                respect to any property or asset (including any document
                or instrument in respect of goods or accounts
                receivable) of Holdings or any of its Subsidiaries,
                whether now owned or hereafter acquired, or any income
                or profits therefrom, or file or permit the filing of,
                or permit to remain in effect, any financing statement
                or other similar notice of any Lien with respect to any
                such property, asset, income or profits under the UCC of
                any State or under any similar recording or notice
                statute, except:............................................98
          6.3.  EQUITABLE LIEN.  If any Credit Party or any of its
                Subsidiaries shall create or assume any Lien upon any of
                its properties or assets, whether now owned or hereafter
                acquired, other than Permitted Liens, it shall make or
                cause to be made effective provisions whereby the
                Obligations will be secured by such Lien equally and
                ratably with any and all other Indebtedness secured
                thereby as long as any such Indebtedness shall be so
                secured; provided, notwithstanding the foregoing, this
                covenant shall not be construed as a consent by
                Requisite Lenders to the creation or assumption of any
                such Lien not otherwise permitted by Section 6.2...........100
          6.4.  NO FURTHER NEGATIVE PLEDGES.  No Credit Party nor any of
                its Subsidiaries shall enter into any agreement
                prohibiting the creation or assumption of any Lien upon
                any of its properties or assets, whether now owned or
                hereafter acquired, except (a) restrictions pursuant to
                the Credit Documents, any Subordinated Indebtedness
                permitted under Section 6.1(c) and any Surviving

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                Indebtedness permitted under Section 6.1(g), provided,
                in the case of Subordinated Indebtedness and Surviving
                Indebtedness, that such restrictions are no more
                restrictive in any material respect than the applicable
                restrictions in the Senior Subordinated Note Documents;
                (b) customary restrictions pending a sale of property or
                assets permitted hereunder arising under an executed
                agreement in respect of such sale, provided, such
                restrictions relate only to the property or assets being
                sold; (c) customary restrictions on assignment,
                subletting or other transfers contained in leases,
                licenses and similar agreements entered into in the
                ordinary course of business of Company and its
                Subsidiaries, provided, in each case, such restrictions
                relate only to the property subject to such leases,
                licenses or similar agreements; and (d) restrictions on
                property or assets subject to a Lien permitted under
                Section 6.2(m), provided, such restrictions relate only
                to the property or assets subject to such Lien.............100
          6.5.  RESTRICTED JUNIOR PAYMENTS.  No Credit Party shall, nor
                shall it permit any of its Subsidiaries through any
                manner or means or through any other Person to, directly
                or indirectly, declare, order, pay, make or set apart,
                or agree to declare, order, pay, make or set apart, any
                sum for any Restricted Junior Payment in respect of such
                Credit Party or Subsidiary, as applicable, except that
                (a) Company may make regularly scheduled payments of
                interest in respect of the Senior Subordinated Notes in
                accordance with the terms of, and only to the extent
                required by, and subject to the subordination provisions
                contained in, the Senior Subordinated Note Indenture;
                (b) Company may extend, renew, refinance or replace
                Subordinated Indebtedness to the extent permitted under
                Section 6.1(c); (c) any Subsidiary may pay dividends or
                make other distributions with respect to any class of
                its issued and outstanding Capital Stock or intercompany
                Indebtedness permitted by clauses (i) through (iii) of
                Section 6.1(b); provided, any dividends and other
                distributions by a Subsidiary that is not Wholly-Owned
                (i) are paid in Cash on a pro rata basis among the
                holders of each applicable class of Capital Stock and
                (ii) are not made to any Person other than Company or
                its Subsidiaries at any time when a Default or Event of
                Default shall have occurred and be continuing or shall
                be caused thereby; (d) so long as no Default or Event of
                Default shall have occurred and be continuing or shall
                be caused thereby, Company may make Restricted Junior
                Payments to Holdings (i) in an aggregate amount not to

                                          xxii
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                exceed $1,000,000 in any Fiscal Year, to the extent
                necessary to permit Holdings to pay general
                administrative costs and expenses and to pay franchise
                taxes and other fees to maintain its corporate
                existence, (ii) to the extent necessary to permit
                Holdings to discharge the consolidated tax liabilities
                of Holdings and its Subsidiaries and (iii) to the extent
                necessary to fund Restricted Junior Payments by Holdings
                in accordance with clause (e) below, provided, in each
                of cases (i), (ii) and (iii) Holdings promptly applies
                the amount of any such Restricted Junior Payment for
                such purpose; (e) so long as no Default or Event of
                Default shall have occurred and be continuing or shall
                be caused thereby, the following additional payments may
                be made to holders or purchasers of Capital Stock of
                Holdings and its Subsidiaries: (i) Holdings may purchase
                its Capital Stock for Cash from present or former
                officers and employees of Holdings or any of its
                Subsidiaries in accordance with the terms of the
                Employee Leverage Program, Stockholder Agreements and
                stock option plans upon the death, disability or
                termination of employment of such officer or employee,
                provided, the aggregate amount of such Restricted Junior
                Payment does not exceed $3,000,000 per Fiscal Year and
                (ii) any Subsidiary acquired in a Permitted Acquisition
                may make Cash payments to redeem, retire or repurchase
                Capital Stock in such Subsidiary held by a minority
                investor permitted under clause (iii) of the definition
                of "Permitted Acquisition," provided, in the case of
                this clause (ii), the aggregate amount of all such
                payments by Holdings and its Subsidiaries (exclusive of
                amounts permitted by Section 6.5(d)) does not exceed
                $4,000,000 during any Fiscal Year and $12,000,000 from
                the Closing Date; and (f) payments of Landis Acquisition
                Financing Requirements as contemplated by the Landis
                Merger Agreement...........................................101
          6.6.  RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS.  Except as
                provided herein, no Credit Party shall, nor shall it
                permit any of its Subsidiaries to, create or otherwise
                cause or suffer to exist or become effective any
                consensual encumbrance or restriction of any kind on the
                ability of any Subsidiary of Company to (a) pay
                dividends or make any other distributions on any of such
                Subsidiary's Capital Stock owned by Company or any other
                Subsidiary of Company, (b) repay or prepay any
                Indebtedness owed by such Subsidiary to Company or any
                other Subsidiary of Company, or (c) make loans or
                advances to Company or any other Subsidiary of Company,
                provided, none of clauses (a) through (c) shall apply to
                (i) customary restrictions pending a sale of a

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                Subsidiary (or any of its property, assets or Capital
                Stock) permitted hereunder which restrictions arise
                under an executed agreement in respect of such sale and
                relate only to the Subsidiary being sold, (ii)
                restrictions imposed by applicable law, (iii)
                restrictions pursuant to the Credit Documents, any
                Subordinated Indebtedness permitted under Section
                6.1(c), any Surviving Indebtedness permitted under
                Section 6.1(g) and Indebtedness of Foreign Subsidiaries
                under Section 6.1(i) and (iv) any restrictions existing
                on cash or other deposits or net worth imposed by
                customers under contracts entered into in the ordinary
                course of business of Company and its Subsidiaries.........101
          6.7.  INVESTMENTS.  No Credit Party shall, nor shall it permit
                any of its Subsidiaries to, directly or indirectly, make
                or own any Investment in any Person, including without
                limitation any Joint Venture, except:......................102
          6.8.  FINANCIAL COVENANTS........................................103
          6.9.  FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS;
                ACQUISITIONS.  No Credit Party shall, nor shall it
                permit any of its Subsidiaries to, enter into any
                transaction of merger or consolidation, or liquidate,
                wind-up or dissolve itself (or suffer any liquidation or
                dissolution), or convey, sell, lease or sub-lease (as
                lessor or sublessor), transfer or otherwise dispose of,
                in one transaction or a series of transactions, all or
                any part of its business, assets or property of any kind
                whatsoever, whether real, personal or mixed and whether
                tangible or intangible, whether now owned or hereafter
                acquired, or acquire by purchase or otherwise (other
                than purchases or other acquisitions of inventory,
                materials and equipment in the ordinary course of
                business of Company and its Subsidiaries) the business,
                property or fixed assets of, or Capital Stock or other
                evidence of beneficial ownership of, any Person or any
                business line or unit or division of any Person, except:...108
          6.10. DISPOSAL OF SUBSIDIARY INTERESTS.  Except for (i) Liens
                created under any of the Credit Documents and (ii) any
                sale of all (but not less than all) of the Company's
                direct and indirect interests in the Capital Stock of
                any Subsidiary in compliance with the provisions of
                Section 6.9, no Credit Party shall, nor shall it permit
                any of its Subsidiaries to, (a) directly or indirectly
                sell, assign, pledge or otherwise encumber or dispose of

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                any Capital Stock of any of its Subsidiaries, except to
                qualify directors or allow for investments by foreign
                nationals, in either case, if required by applicable
                law; or (b) permit any of its Subsidiaries directly or
                indirectly to sell, assign, pledge or otherwise encumber
                or dispose of any Capital Stock of any of its
                Subsidiaries, except to another Credit Party (subject to
                the restrictions on such disposition otherwise imposed
                hereunder), or to qualify directors if required by
                applicable law.............................................109
          6.11. SALES AND LEASE-BACKS.  No Credit Party shall, nor shall
                it permit any of its Subsidiaries to, directly or
                indirectly, become or remain liable as lessee or as a
                guarantor or other surety with respect to any lease of
                any property (whether real, personal or mixed), whether
                now owned or hereafter acquired, which such Credit Party
                (a) has sold or transferred or is to sell or to transfer
                to any other Person (other than Company or any of its
                Guarantor Subsidiaries), or (b) intends to use for
                substantially the same purpose as any other property
                which has been or is to be sold or transferred by such
                Credit Party to any Person (other than Company or any of
                its Guarantor Subsidiaries) in connection with such
                lease, provided, the foregoing restriction shall not
                apply to (i) sales and lease-backs of equipment and
                other personal property in the ordinary course of
                business of Company and its Subsidiaries which a Credit
                Party first acquired not more than 30 days prior to the
                commencement of the applicable lease and (ii) sales and
                lease-backs of real property with an aggregate fair
                market value (as sold) not to exceed $1,000,000 at any
                time outstanding, in each of cases (i) and (ii) to the
                extent such transactions are otherwise in compliance
                with this Agreement........................................109
          6.12. TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.  No
                Credit Party shall, nor shall it permit any of its
                Subsidiaries to, directly or indirectly, enter into or
                permit to exist any transaction (including the purchase,
                sale, lease or exchange of any property or the rendering
                of any service) with any holder of 10% or more of any
                class of Capital Stock of Holdings or any of its
                Subsidiaries or with any Affiliate of Holdings, on terms
                that are less favorable to it or such Subsidiary, as the
                case may be, than those that might be obtained at the
                time from a Person who is not such a holder or
                Affiliate; provided, the foregoing restriction shall not
                apply to (a) any transaction between Company and any
                Wholly-Owned Guarantor Subsidiary; (b) reasonable and
                customary fees paid to members of the board of directors
                (or similar governing body) of Holdings and its
                Subsidiaries; (c) compensation arrangements for officers
                and other employees of Holdings and its Subsidiaries
                entered into in the ordinary course of business of
                Company and its Subsidiaries; (d) transactions in
                connection with the Merger; (e) any Restricted Junior

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                Payment permitted to be paid pursuant to Section 6.5(c),
                6.5(d), or 6.5(e)(i); (f) any issuance of Securities, or
                other payments, awards or grants in cash, Securities or
                otherwise pursuant to, or the funding of, employment
                arrangements, stock options and stock ownership plans
                (including the Employee Leverage Program) approved by
                the board of directors of Holdings, in each case which
                are otherwise consistent with this Agreement; (g) sales
                or issuances of Capital Stock of Holdings to Affiliates
                of Company approved by the board of directors of
                Holdings; and (h) sales of inventory or other product
                and arrangements in respect of administrative, corporate
                overhead and insurance, legal and similar expenses among
                Company and its Subsidiaries in the ordinary course of
                business...................................................110
          6.13. CONDUCT OF BUSINESS.  From and after the Closing Date,
                no Credit Party shall, nor shall it permit any of its
                Subsidiaries to, engage in any business other than
                (a) the businesses engaged in by such Credit Party on
                the Closing Date and similar or related businesses and
                (b) such other lines of business as may be consented to
                by Requisite Lenders.......................................110
          6.14. PERMITTED ACTIVITIES OF HOLDINGS.  Holdings shall not
                (a) incur, directly or indirectly, any Indebtedness
                other than its Obligations under the Credit Documents or
                guarantees in respect of Indebtedness of Company or any
                of its Subsidiaries otherwise permitted under this
                Agreement and Indebtedness permitted under
                Section 6.1(m); (b) create or suffer to exist any Lien
                upon any property or assets now owned or hereafter
                acquired by it other than the Liens created under the
                Collateral Documents to which it is a party or permitted
                pursuant to Section 6.2; (c) engage in any business or
                activity or own any assets other than (i) holding 100%
                of the Capital Stock of Company and, through Company,
                not less than 80% of the Capital Stock of each of the
                Subsidiaries of Company; (ii) performing its obligations
                and activities incidental thereto under the Credit
                Documents, and to the extent not inconsistent therewith,
                the Related Agreements and the Landis Merger Agreement,
                as applicable; and (iii) making Restricted Junior
                Payments and Investments to the extent permitted by this
                Agreement; (d) consolidate with or merge with or into,
                or convey, transfer or lease all or substantially all
                its assets to, any Person; (e) sell or otherwise dispose
                of any Capital Stock of Company; (f) create or acquire
                any Subsidiary or make or own any Investment in any
                Person other than Company and, through Company, the
                Subsidiaries of Company; or (g) fail to hold itself out
                to the public as a legal entity separate and distinct
                from all other Persons.....................................110

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          6.15. AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS.
                Except as set forth in Section 6.16, no Credit Party
                shall nor shall it permit any of its Subsidiaries to,
                agree to any material amendment, restatement, supplement
                or other modification to, or waiver of, any of its
                material rights under any Related Agreement or the
                Landis Merger Agreement after the Effective Date without
                in each case obtaining the prior written consent of
                Requisite Lenders to such amendment, restatement,
                supplement or other modification or waiver.................111
          6.16. AMENDMENTS OR WAIVERS OF OR WITH RESPECT TO SUBORDINATED
                INDEBTEDNESS.  No Credit Party shall, nor shall it
                permit any of its Subsidiaries to, amend or otherwise
                change the terms of any Subordinated Indebtedness, or
                make any payment consistent with an amendment thereof or
                change thereto, (a) if the effect of such amendment or
                change is to increase the interest rate on such
                Subordinated Indebtedness, change (to earlier dates) any
                dates upon which payments of principal or interest are
                due thereon, change any event of default or condition to
                an event of default with respect thereto (other than to
                eliminate any such event of default or increase any
                grace period related thereto), change the redemption,
                prepayment or defeasance provisions thereof, change the
                subordination provisions of such Senior Subordinated
                Notes (or of any guaranty thereof), or (b) amend or
                otherwise change the covenants or other provisions
                contained in any Subordinated Indebtedness not described
                in clause (a) of this Section 6.16 if the effect of such
                amendment or change, together with all other amendments
                or changes made, is to increase the obligations of the
                obligor thereunder or to confer any additional material
                rights on the holders of such Subordinated Indebtedness
                (or a trustee or other representative on their behalf)
                which would be adverse to any Credit Party or Lenders......111
          6.17. FISCAL YEAR.  No Credit Party shall, nor shall it permit
                any of its Subsidiaries to, change its Fiscal Year.........111
          6.18. DERIVATIVE TRANSACTIONS.  No Credit Party shall enter
                into any agreement with respect to any swap, forward,
                future or derivative transaction or option or similar
                agreement involving, or settled by reference to, one or
                more rates, currencies, commodities, equity or debt
                instruments or securities, or economic, financial or
                pricing indices or measures of economic, financial or
                pricing risk or value, other than (a) Financial Hedge
                Agreements and (b) for the purposes of hedging the

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                actual exposure of Company and its Subsidiaries to
                fluctuations in the price of resin or other raw
                materials used in the operations of Company and its
                Subsidiaries and not for speculative purposes..............111

SECTION 7.      GUARANTY...................................................112
          7.1.  GUARANTY OF THE OBLIGATIONS.  Subject to the provisions
                of Section 7.2, Guarantors jointly and severally hereby
                irrevocably and unconditionally guarantee to
                Administrative Agent for the ratable benefit of the
                Beneficiaries the due and punctual payment in full of
                all Obligations when the same shall become due, whether
                at stated maturity, by required prepayment, declaration,
                acceleration, demand or otherwise (including amounts
                that would become due but for the operation of the
                automatic stay under Section 362(a) of the Bankruptcy
                Code, 11 U.S.C. {section} 362(a)) (collectively, the
                "GUARANTEED OBLIGATIONS").  Without limiting the
                obligations of Holdings under this Section 7, Holdings
                shall become a co-obligor under the Notes, on a joint
                and several basis with Company, and execute the Notes in
                such capacity..............................................112
          7.2.  CONTRIBUTION BY GUARANTORS.  All Guarantors desire to
                allocate among themselves (collectively, the
                "CONTRIBUTING GUARANTORS"), in a fair and equitable
                manner, their obligations arising under this Guaranty.
                Accordingly, in the event any payment or distribution is
                made on any date by a Guarantor (a "FUNDING GUARANTOR")
                under this Guaranty that exceeds its Fair Share as of
                such date, such Funding Guarantor shall be entitled to a
                contribution from each of the other Contributing
                Guarantors in the amount of such other Contributing
                Guarantor's Fair Share Shortfall as of such date, with
                the result that all such contributions will cause each
                Contributing Guarantor's Aggregate Payments to equal its
                Fair Share as of such date.  "FAIR SHARE" means, with
                respect to a Contributing Guarantor as of any date of
                determination, an amount equal to (a) the ratio of
                (i) the Fair Share Contribution Amount with respect to
                such Contributing Guarantor to (ii) the aggregate of the
                Fair Share Contribution Amounts with respect to all
                Contributing Guarantors multiplied by (b) the aggregate
                amount paid or distributed on or before such date by all
                Funding Guarantors under this Guaranty in respect of the
                obligations Guaranteed.  "FAIR SHARE SHORTFALL" means,
                with respect to a Contributing Guarantor as of any date
                of determination, the excess, if any, of the Fair Share
                of such Contributing Guarantor over the Aggregate

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<PAGE>

                Payments of such Contributing Guarantor.  "FAIR SHARE
                CONTRIBUTION AMOUNT" means, with respect to a
                Contributing Guarantor as of any date of determination,
                the maximum aggregate amount of the obligations of such
                Contributing Guarantor under this Guaranty that would
                not render its obligations hereunder or thereunder
                subject to avoidance as a fraudulent transfer or
                conveyance under Section 548 of Title 11 of the United
                States Code or any comparable applicable provisions of
                state law; provided, solely for purposes of calculating
                the "FAIR SHARE CONTRIBUTION AMOUNT" with respect to any
                Contributing Guarantor for purposes of this Section 7.2,
                any assets or liabilities of such Contributing Guarantor
                arising by virtue of any rights to subrogation,
                reimbursement or indemnification or any rights to or
                obligations of contribution hereunder shall not be
                considered as assets or liabilities of such Contributing
                Guarantor.  "AGGREGATE PAYMENTS" means, with respect to
                a Contributing Guarantor as of any date of
                determination, an amount equal to (1) the aggregate
                amount of all payments and distributions made on or
                before such date by such Contributing Guarantor in
                respect of this Guaranty (including, without limitation,
                in respect of this Section 7.2), minus (2) the aggregate
                amount of all payments received on or before such date
                by such Contributing Guarantor from the other
                Contributing Guarantors as contributions under this
                Section 7.2.  The amounts payable as contributions
                hereunder shall be determined as of the date on which
                the related payment or distribution is made by the
                applicable Funding Guarantor.  The allocation among
                Contributing Guarantors of their obligations as set
                forth in this Section 7.2 shall not be construed in any
                way to limit the liability of any Contributing Guarantor
                hereunder.  Each Guarantor is a third party beneficiary
                to the contribution agreement set forth in this Section
                7.2........................................................112
          7.3.  PAYMENT BY GUARANTORS.  Subject to Section 7.2,
                Guarantors hereby jointly and severally agree, in
                furtherance of the foregoing and not in limitation of
                any other right which any Beneficiary may have at law or
                in equity against any Guarantor by virtue hereof, that
                upon the failure of Company to pay any of the Guaranteed
                Obligations when and as the same shall become due,
                whether at stated maturity, by required prepayment,
                declaration, acceleration, demand or otherwise
                (including amounts that would become due but for the
                operation of the automatic stay under Section 362(a) of
                the Bankruptcy Code, 11 U.S.C.  {section} 362(a)),
                Guarantors will upon demand pay, or cause to be paid, in
                Cash, in same day funds, to Administrative Agent for the

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                ratable benefit of Beneficiaries, an amount equal to the
                sum of the unpaid principal amount of all Guaranteed
                Obligations then due as aforesaid, accrued and unpaid
                interest on such Guaranteed Obligations (including
                interest which, but for Company's becoming the subject
                of a case under the Bankruptcy Code, would have accrued
                on such Guaranteed Obligations, whether or not a claim
                is allowed against Company for such interest in the
                related bankruptcy case) and all other Guaranteed
                Obligations then owed to Beneficiaries as aforesaid........113
          7.4.  LIABILITY OF GUARANTORS ABSOLUTE.  Each Guarantor agrees
                that its obligations hereunder are irrevocable,
                absolute, independent and unconditional and shall not be
                affected by any circumstance which constitutes a legal
                or equitable discharge of a guarantor or surety other
                than payment in full of the Guaranteed Obligations or
                the release of such Guarantor permitted by the Credit
                Documents.  In furtherance of the foregoing and without
                limiting the generality thereof, each Guarantor agrees
                as follows:................................................113
          7.5.  WAIVERS BY GUARANTORS.  Each Guarantor hereby waives,
                for the benefit of Beneficiaries: (a) any right to
                require any Beneficiary, as a condition of payment or
                performance by such Guarantor, to (i) proceed against
                Company, any other guarantor (including any other
                Guarantor) of the Guaranteed Obligations or any other
                Person, (ii) proceed against or exhaust any security
                held from Company, any such other guarantor or any other
                Person, (iii) proceed against or have resort to any
                balance of any Deposit Account or credit on the books of
                any Beneficiary in favor of Company or any other Person,
                or (iv) pursue any other remedy in the power of any
                Beneficiary whatsoever; (b) any defense arising by
                reason of the incapacity, lack of authority or any
                disability or other defense of Company or any other
                Guarantor including any defense based on or arising out
                of the lack of validity or the unenforceability of the
                Guaranteed Obligations or any agreement or instrument
                relating thereto or by reason of the cessation of the
                liability of Company or any other Guarantor from any
                cause other than payment in full of the Guaranteed
                Obligations; (c) any defense based upon any statute or
                rule of law which provides that the obligation of a
                surety must be neither larger in amount nor in other
                respects more burdensome than that of the principal; (d)
                any defense based upon any Beneficiary's errors or
                omissions in the administration of the Guaranteed
                Obligations, except behavior which amounts to bad faith;
                (e) (i) any principles or provisions of law, statutory

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                or otherwise, which are or might be in conflict with the
                terms hereof and any legal or equitable discharge of
                such Guarantor's obligations hereunder, (ii) the benefit
                of any statute of limitations affecting such Guarantor's
                liability hereunder or the enforcement hereof, (iii) any
                rights to set-offs, recoupments and counterclaims, and
                (iv) promptness, diligence and any requirement that any
                Beneficiary protect, secure, perfect or insure any
                security interest or lien or any property subject
                thereto; (f) notices, demands, presentments, protests,
                notices of protest, notices of dishonor and notices of
                any action or inaction, including acceptance hereof,
                notices of default hereunder, the  Financial Hedge
                Agreements or any agreement or instrument related
                thereto, notices of any renewal, extension or
                modification of the Guaranteed Obligations or any
                agreement related thereto, notices of any extension of
                credit to Company and notices of any of the matters
                referred to in Section 7.4 and any right to consent to
                any thereof; and (g) any defenses or benefits that may
                be derived from or afforded by law which limit the
                liability of or exonerate guarantors or sureties, or
                which may conflict with the terms hereof...................115
          7.6.  GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC.
                Until the Guaranteed Obligations shall have been
                indefeasibly paid in full and the Revolving Commitments
                shall have terminated and all Letters of Credit shall
                have expired or been cancelled, each Guarantor hereby
                waives any claim, right or remedy, direct or indirect,
                that such Guarantor now has or may hereafter have
                against Company or any other Guarantor or any of its
                assets in connection with this Guaranty or the
                performance by such Guarantor of its obligations
                hereunder, in each case whether such claim, right or
                remedy arises in equity, under contract, by statute,
                under common law or otherwise and including without
                limitation (a) any right of subrogation, reimbursement
                or indemnification that such Guarantor now has or may
                hereafter have against Company with respect to the
                Guaranteed Obligations, (b) any right to enforce, or to
                participate in, any claim, right or remedy that any
                Beneficiary now has or may hereafter have against
                Company, and (c) any benefit of, and any right to
                participate in, any collateral or security now or
                hereafter held by any Beneficiary.  In addition, until
                the Guaranteed Obligations shall have been indefeasibly
                paid in full and the Revolving Commitments shall have
                terminated and all Letters of Credit shall have expired
                or been cancelled, each Guarantor shall withhold

                                          xxxi
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                exercise of any right of contribution such Guarantor may
                have against any other guarantor (including any other
                Guarantor) of the Guaranteed Obligations, including,
                without limitation, any such right of contribution as
                contemplated by Section 7.2.  Each Guarantor further
                agrees that, to the extent the waiver or agreement to
                withhold the exercise of its rights of subrogation,
                reimbursement, indemnification and contribution as set
                forth herein is found by a court of competent
                jurisdiction to be void or voidable for any reason, any
                rights of subrogation, reimbursement or indemnification
                such Guarantor may have against Company or against any
                collateral or security, and any rights of contribution
                such Guarantor may have against any such other
                guarantor, shall be junior and subordinate to any rights
                any Beneficiary may have against Company, to all right,
                title and interest any Beneficiary may have in any such
                collateral or security, and to any right any Beneficiary
                may have against such other guarantor.  If any amount
                shall be paid to any Guarantor on account of any such
                subrogation, reimbursement, indemnification or
                contribution rights at any time when all Guaranteed
                Obligations shall not have been finally and indefeasibly
                paid in full, such amount shall be held in trust for
                Administrative Agent on behalf of Beneficiaries and
                shall forthwith be paid over to Administrative Agent for
                the benefit of Beneficiaries to be credited and applied
                against the Guaranteed Obligations, whether matured or
                unmatured, in accordance with the terms hereof.............116
          7.7.  SUBORDINATION OF OTHER OBLIGATIONS.  Any Indebtedness of
                Company or any Guarantor now or hereafter held by any
                Guarantor (the "OBLIGEE GUARANTOR") is hereby
                subordinated in right of payment to the Guaranteed
                Obligations, and any such indebtedness collected or
                received by the Obligee Guarantor after an Event of
                Default has occurred and is continuing shall be held in
                trust for Administrative Agent on behalf of
                Beneficiaries and shall forthwith be paid over to
                Administrative Agent for the benefit of Beneficiaries to
                be credited and applied against the Guaranteed
                Obligations but without affecting, impairing or limiting
                in any manner the liability of the Obligee Guarantor
                under any other provision hereof...........................117
          7.8.  CONTINUING GUARANTY.  This Guaranty is a continuing
                guaranty and shall remain in effect until all of the
                Guaranteed Obligations shall have been paid in full and
                the Revolving Commitments shall have terminated and all
                Letters of Credit shall have expired or been cancelled.

                                          xxxii
<PAGE>

                Each Guarantor hereby irrevocably waives any right to
                revoke this Guaranty as to future transactions giving
                rise to any Guaranteed Obligations.........................117
          7.9.  AUTHORITY OF GUARANTORS OR COMPANY.  It is not necessary
                for any Beneficiary to inquire into the capacity or
                powers of any Guarantor or Company or the officers,
                directors or any agents acting or purporting to act on
                behalf of any of them......................................117
          7.10. FINANCIAL CONDITION OF COMPANY.  Any Credit Extension
                may be made to Company or continued from time to time,
                and any Financial Hedge Agreements may be entered into
                from time to time, in each case without notice to or
                authorization from any Guarantor regardless of the
                financial or other condition of Company at the time of
                any such grant or continuation or at the time such
                Financial Hedge Agreement is entered into, as the case
                may be.  No Beneficiary shall have any obligation to
                disclose or discuss with any Guarantor its assessment,
                or any Guarantor's assessment, of the financial
                condition of Company.  Each Guarantor has adequate means
                to obtain information from Company on a continuing basis
                concerning the financial condition of Company and its
                ability to perform its obligations under the Credit
                Documents and the Financial Hedge Agreements, and each
                Guarantor assumes the responsibility for being and
                keeping informed of the financial condition of Company
                and of all circumstances bearing upon the risk of
                nonpayment of the Guaranteed Obligations.  Each
                Guarantor hereby waives and relinquishes any duty on the
                part of any Beneficiary to disclose any matter, fact or
                thing relating to the business, operations or conditions
                of Company now known or hereafter known by any
                Beneficiary................................................117
          7.11. BANKRUPTCY, ETC.  (a)  Without limiting any Guarantor's
                ability to file a voluntary bankruptcy petition in
                respect of itself, so long as any Guaranteed Obligations
                remain outstanding, no Guarantor shall, without the
                prior written consent of Administrative Agent acting
                pursuant to the instructions of Requisite Lenders,
                commence or join with any other Person in commencing any
                bankruptcy, reorganization or insolvency case or
                proceeding of or against Company or any other Guarantor.
                The obligations of Guarantors hereunder shall not be
                reduced, limited, impaired, discharged, deferred,
                suspended or terminated by any case or proceeding,
                voluntary or involuntary, involving the bankruptcy,
                insolvency, receivership, reorganization, liquidation or
                arrangement of Company or any other Guarantor or by any
                defense which Company or any other Guarantor may have by
                reason of the order, decree or decision of any court or
                administrative body resulting from any such proceeding.....118

                                          xxxiii
<PAGE>

          7.12. DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR.  If all of
                the Capital Stock of any Guarantor or any of its
                successors in interest hereunder shall be sold or
                otherwise disposed of (including by merger or
                consolidation) in a transaction consummated in
                accordance with the terms and conditions hereof, the
                Guaranty of such Guarantor or such successor in
                interest, as the case may be, hereunder shall
                automatically be discharged and released without any
                further action by any Beneficiary or any other Person
                effective as of the time of such disposition...............118

SECTION 8.      EVENTS OF DEFAULT..........................................119
          8.1.  EVENTS OF DEFAULT.  If any one or more of the following
                conditions or events shall occur:..........................119

SECTION 9.      AGENTS.....................................................122
          9.1.  APPOINTMENT OF AGENTS.  JPMCB is hereby appointed
                Syndication Agent hereunder, and each Lender hereby
                authorizes Syndication Agent to act as its agent in
                accordance with the terms hereof and the other Credit
                Documents.  GSCP is hereby appointed Administrative
                Agent hereunder and under the other Credit Documents and
                each Lender hereby authorizes Administrative Agent to
                act as its agent in accordance with the terms hereof and
                the other Credit Documents.  Fleet National Bank is
                hereby appointed Collateral Agent hereunder and under
                the other Credit Documents and each Lender hereby
                authorizes Collateral Agent to act as its agent in
                accordance with the terms hereof and the other Credit
                Documents.  Each Agent hereby agrees to act upon the
                express conditions contained herein and the other Credit
                Documents, as applicable.  The provisions of this
                Section 9 are solely for the benefit of Agents and
                Lenders and no Credit Party shall have any rights as a
                third party beneficiary of any of the provisions
                thereof.  In performing its functions and duties
                hereunder, each Agent shall act solely as an agent of
                Lenders and does not assume and shall not be deemed to
                have assumed any obligation towards or relationship of
                agency or trust with or for Holdings or any of its
                Subsidiaries.  Syndication Agent, without consent of or
                notice to any party hereto, may assign any and all of
                its rights or obligations hereunder to any of its
                Affiliates.  As of the Closing Date, each of JPMCB, in
                its capacity as Syndication Agent, and General Electric
                Capital Corporation and The Royal Bank of Scotland, in

                                          xxxiv
<PAGE>

                their capacities as Co-Documentation Agents, shall not
                have any obligations but shall be entitled to all
                benefits of this Section 9.................................122
          9.2.  POWERS AND DUTIES.  Each Lender irrevocably authorizes
                each Agent to take such action on such Lender's behalf
                and to exercise such powers, rights and remedies
                hereunder and under the other Credit Documents as are
                specifically delegated or granted to such Agent by the
                terms hereof and thereof, together with such powers,
                rights and remedies as are reasonably incidental
                thereto.  Each Agent shall have only those duties and
                responsibilities that are expressly specified herein and
                the other Credit Documents.  Each Agent may exercise
                such powers, rights and remedies and perform such duties
                by or through its agents or employees.  No Agent shall
                have, by reason hereof or any of the other Credit
                Documents, a fiduciary relationship in respect of any
                Lender; and nothing herein or any of the other Credit
                Documents, expressed or implied, is intended to or shall
                be so construed as to impose upon any Agent any
                obligations in respect hereof or any of the other Credit
                Documents except as expressly set forth herein or
                therein....................................................123
          9.3.  GENERAL IMMUNITY...........................................123
          9.4.  AGENTS ENTITLED TO ACT AS LENDER.  The agency hereby
                created shall in no way impair or affect any of the
                rights and powers of, or impose any duties or
                obligations upon, any Agent in its individual capacity
                as a Lender hereunder.  With respect to its
                participation in the Loans and the Letters of Credit,
                each Agent shall have the same rights and powers
                hereunder as any other Lender and may exercise the same
                as if it were not performing the duties and functions
                delegated to it hereunder, and the term "Lender" shall,
                unless the context clearly otherwise indicates, include
                each Agent in its individual capacity.  Any Agent and
                its Affiliates may accept deposits from, lend money to,
                own securities of, and generally engage in any kind of
                banking, trust, financial advisory or other business
                with Holdings or any of its Affiliates as if it were not
                performing the duties specified herein, and may accept
                fees and other consideration from Company for services
                in connection herewith and otherwise without having to
                account for the same to Lenders............................124
          9.5.  LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT....124
          9.6.  RIGHT TO INDEMNITY.  Each Lender, in proportion to its
                Pro Rata Share, severally agrees to indemnify each
                Agent, to the extent that such Agent shall not have been
                reimbursed by any Credit Party, for and against any and
                all liabilities, obligations, losses, damages,
                penalties, actions, judgments, suits, costs, expenses

                                          xxxv
<PAGE>

                (including counsel fees and disbursements) or
                disbursements of any kind or nature whatsoever which may
                be imposed on, incurred by or asserted against such
                Agent in exercising its powers, rights and remedies or
                performing its duties hereunder or under the other
                Credit Documents or otherwise in its capacity as such
                Agent in any way relating to or arising out hereof or
                the other Credit Documents; provided, no Lender shall be
                liable for any portion of such liabilities, obligations,
                losses, damages, penalties, actions, judgments, suits,
                costs, expenses or disbursements resulting from such
                Agent's gross negligence or willful misconduct.  If any
                indemnity furnished to any Agent for any purpose shall,
                in the opinion of such Agent, be insufficient or become
                impaired, such Agent may call for additional indemnity
                and cease, or not commence, to do the acts indemnified
                against until such additional indemnity is furnished;
                provided, in no event shall this sentence require any
                Lender to indemnify any Agent against any liability,
                obligation, loss, damage, penalty, action, judgment,
                suit, cost, expense or disbursement in excess of such
                Lender's Pro Rata Share thereof; and provided, further,
                this sentence shall not be deemed to require any Lender
                to indemnify any Agent against any liability,
                obligation, loss, damage, penalty, action, judgment,
                suit, cost, expense or disbursement described in the
                proviso in the immediately preceding sentence..............125
          9.7.  SUB-AGENTS.  Each Agent may perform any and all its
                duties and exercise its rights and powers by or through
                any one or more sub-agents appointed by such Agent.
                Each Agent and any such sub-agent may perform any and
                all its duties and exercise its rights and powers
                through their respective Affiliates.  The exculpatory
                provisions of the preceding paragraphs shall apply to
                any such sub-agent and to the Affiliates of each Agent
                and any such sub-agent, and shall apply to their
                respective activities in connection with the syndication
                of the credit facilities provided for herein as well as
                activities as such Agent...................................125
          9.8.  SUCCESSOR ADMINISTRATIVE AGENT, COLLATERAL AGENT AND
                SWING LINE LENDER..........................................125
          9.9.  COLLATERAL DOCUMENTS AND GUARANTY..........................126

SECTION 10.     MISCELLANEOUS..............................................127
          10.1. NOTICES.  Unless otherwise specifically provided herein,
                any notice or other communication herein required or
                permitted to be given to a Credit Party, Syndication
                Agent, Collateral Agent, Administrative Agent, Swing

                                          xxxvi
<PAGE>

                Line Lender or Issuing Bank shall be sent to such
                Person's address as set forth on Appendix B or in the
                other relevant Credit Document, and in the case of any
                Lender, the address as indicated on Appendix B or
                otherwise indicated to Administrative Agent in writing.
                Each notice hereunder shall be in writing and may be
                personally served, telexed or sent by telefacsimile or
                United States mail or courier service and shall be
                deemed to have been received when delivered in person or
                by courier service and signed for against receipt
                thereof, upon receipt of telefacsimile or telex, or
                three Business Days after depositing it in the United
                States mail with postage prepaid and properly addressed;
                provided, no notice to any Agent, Swing Line Lender or
                Issuing Bank shall be effective until received by such
                Person.....................................................127
          10.2. EXPENSES.  Whether or not the transactions contemplated
                hereby shall be consummated, Company agrees to pay
                promptly (a) all the actual and reasonable costs and
                expenses of preparation of the Credit Documents and any
                consents, amendments, waivers or other modifications
                thereto; (b) all the costs of furnishing all opinions by
                counsel for Company and the other Credit Parties; (c)
                the reasonable out-of-pocket fees, expenses and
                disbursements of outside counsel to Agents in connection
                with the negotiation, preparation, execution and
                administration of the Credit Documents and any consents,
                amendments, waivers or other modifications thereto and
                any other documents or matters requested by Company; (d)
                all the out-of-pocket actual costs and reasonable
                expenses of creating and perfecting Liens in favor of
                Collateral Agent, for the benefit of Lenders pursuant
                hereto, including filing and recording fees, expenses
                and taxes, stamp or documentary taxes, search fees,
                title insurance premiums and reasonable fees, expenses
                and disbursements of counsel to each Agent and of
                counsel providing any opinions that any Agent or
                Requisite Lenders may request in respect of the
                Collateral or the Liens created pursuant to the
                Collateral Documents; (e) all the out-of-pocket actual
                costs and reasonable fees, expenses and disbursements of
                any auditors, accountants, consultants or appraisers;
                (f) all the out-of-pocket actual costs and reasonable
                expenses (including the reasonable fees, expenses and
                disbursements of any appraisers, consultants, advisors
                and agents employed or retained by Collateral Agent and
                its counsel) in connection with the custody or
                preservation of any of the Collateral; (g) all other
                out-of-pocket actual and reasonable costs and expenses
                incurred by each Agent in connection with the

                                          xxxvii
<PAGE>

                syndication of the Loans and Commitments and the
                negotiation, preparation and execution of the Credit
                Documents and any consents, amendments, waivers or other
                modifications thereto and the transactions contemplated
                thereby; and (h) after the occurrence of a Default or an
                Event of Default, (i) all costs and expenses of
                inspections and visits by any Agent or Lender pursuant
                to Section 5.6 and (ii) all out-of-pocket costs and
                expenses, including reasonable attorneys' fees and costs
                of settlement, incurred by any Agent and Lenders in
                enforcing any Obligations of or in collecting any
                payments due from any Credit Party hereunder or under
                the other Credit Documents by reason of such Default or
                Event of Default (including in connection with the sale
                of, collection from, or other realization upon any of
                the Collateral or the enforcement of the Guaranty) or in
                connection with any refinancing or restructuring of the
                credit arrangements provided hereunder in the nature of
                a "work-out" or pursuant to any insolvency or bankruptcy
                cases or proceedings.......................................127
          10.3. INDEMNITY..................................................128
          10.4. SET-OFF.  In addition to any rights now or hereafter
                granted under applicable law and not by way of
                limitation of any such rights, upon the occurrence of
                any Event of Default each Lender is hereby authorized by
                each Credit Party at any time or from time to time
                subject to the consent of Administrative Agent (such
                consent not to be unreasonably withheld or delayed),
                without notice to any Credit Party or to any other
                Person (other than Administrative Agent), any such
                notice being hereby expressly waived, to set off and to
                appropriate and to apply any and all deposits (general
                or special, including Indebtedness evidenced by
                certificates of deposit, whether matured or unmatured,
                but not including trust accounts) and any other
                Indebtedness at any time held or owing by such Lender to
                or for the credit or the account of any Credit Party
                against and on account of the obligations and
                liabilities of any Credit Party to such Lender
                hereunder, under the Letters of Credit and
                participations therein and under the other Credit
                Documents, including all claims of any nature or
                description arising out of or connected herewith or
                therewith, irrespective of whether or not (a) such
                Lender shall have made any demand hereunder or (b) the
                principal of or the interest on the Loans or any amounts
                in respect of the Letters of Credit or any other amounts
                due hereunder shall have become due and payable pursuant
                to Section 2 and although such obligations and
                liabilities, or any of them, may be contingent or

                                          xxxviii
<PAGE>

                unmatured.  Each Credit Party hereby further grants to
                Administrative Agent and each Lender a security interest
                in all Deposit Accounts maintained with Administrative
                Agent or such Lender as security for the Obligations.......129
          10.5. AMENDMENTS AND WAIVERS.....................................130
          10.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS.....................132
          10.7. INDEPENDENCE OF COVENANTS.  All covenants hereunder
                shall be given independent effect so that if a
                particular action or condition is not permitted by any
                of such covenants, the fact that it would be permitted
                by an exception to, or would otherwise be within the
                limitations of, another covenant shall not avoid the
                occurrence of a Default or an Event of Default if such
                action is taken or condition exists........................135
          10.8. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
                All representations, warranties and agreements made
                herein shall survive the execution and delivery hereof
                and the making of any Credit Extension.  Notwithstanding
                anything herein or implied by law to the contrary, the
                agreements of each Credit Party set forth in Sections
                2.19(c), 2.20, 2.21, 10.2, 10.3 and 10.4 and the
                agreements of Lenders set forth in Sections 2.18 and 9.6
                shall survive the payment of the Loans, the cancellation
                or expiration of the Letters of Credit and the
                reimbursement of any amounts drawn thereunder, and the
                termination hereof.........................................135
          10.9. NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay on
                the part of any Agent or any Lender in the exercise of
                any power, right or privilege hereunder or under any
                other Credit Document shall impair such power, right or
                privilege or be construed to be a waiver of any default
                or acquiescence therein, nor shall any single or partial
                exercise of any such power, right or privilege preclude
                other or further exercise thereof or of any other power,
                right or privilege.  The rights, powers and remedies
                given to each Agent and each Lender hereby are
                cumulative and shall be in addition to and independent
                of all rights, powers and remedies existing by virtue of
                any statute or rule of law or in any of the other Credit
                Documents or any of the Financial Hedge Agreements.  Any
                forbearance or failure to exercise, and any delay in
                exercising, any right, power or remedy hereunder shall
                not impair any such right, power or remedy or be
                construed to be a waiver thereof, nor shall it preclude
                the further exercise of any such right, power or remedy....135
          10.10.MARSHALLING; PAYMENTS SET ASIDE.  Neither any Agent nor
                any Lender shall be under any obligation to marshal any
                assets in favor of any Credit Party or any other Person
                or against or in payment of any or all of the

                                          xxxix
<PAGE>

                Obligations.  To the extent that any Credit Party makes
                a payment or payments to Administrative Agent or Lenders
                (or to Administrative Agent, on behalf of Lenders), or
                Administrative Agent or Lenders enforce any security
                interests or exercise their rights of setoff, and such
                payment or payments or the proceeds of such enforcement
                or setoff or any part thereof are subsequently
                invalidated, declared to be fraudulent or preferential,
                set aside and/or required to be repaid to a trustee,
                receiver or any other party under any bankruptcy law,
                any other state or federal law, common law or any
                equitable cause, then, to the extent of such recovery,
                the obligation or part thereof originally intended to be
                satisfied, and all Liens, rights and remedies therefor
                or related thereto, shall be revived and continued in
                full force and effect as if such payment or payments had
                not been made or such enforcement or setoff had not
                occurred...................................................136
          10.11.SEVERABILITY.  In case any provision in or obligation
                hereunder or any Note shall be invalid, illegal or
                unenforceable in any jurisdiction, the validity,
                legality and enforceability of the remaining provisions
                or obligations, or of such provision or obligation in
                any other jurisdiction, shall not in any way be affected
                or impaired thereby........................................136
          10.12.OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS'
                RIGHTS.  The obligations of Lenders hereunder are
                several and no Lender shall be responsible for the
                obligations or Commitment of any other Lender hereunder.
                Nothing contained herein or in any other Credit
                Document, and no action taken by Lenders pursuant hereto
                or thereto, shall be deemed to constitute Lenders as a
                partnership, an association, a joint venture or any
                other kind of entity. The amounts payable at any time
                hereunder to each Lender shall be a separate and
                independent debt, and each Lender shall be entitled to
                protect and enforce its rights arising out hereof and it
                shall not be necessary for any other Lender to be joined
                as an additional party in any proceeding for such
                purpose....................................................136
          10.13.HEADINGS.  Section headings herein are included herein
                for convenience of reference only and shall not
                constitute a part hereof for any other purpose or be
                given any substantive effect...............................136
          10.14.APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND
                OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
                BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
                WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
                TO CONFLICT OF LAWS PRINCIPLES THEREOF.....................136

                                          xl
<PAGE>

          10.15.CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS
                BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR
                RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF
                THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL
                COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND
                CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS
                AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN
                CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS
                GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
                JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY
                DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE
                OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT
                MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
                RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS
                ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d)
                AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS
                SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
                APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY
                SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
                BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS
                AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
                OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
                AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER
                JURISDICTION...............................................136
          10.16.WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY
                AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
                ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
                HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
                ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
                OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY
                RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF

                                          xli
<PAGE>

                THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY
                AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
                RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
                INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
                CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
                EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
                MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
                RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
                WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH
                WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
                FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND
                REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
                LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY
                WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH
                LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT
                IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
                (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
                REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF
                THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY
                SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
                MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
                DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
                RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF
                LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
                CONSENT TO A TRIAL BY THE COURT............................137
          10.17.CONFIDENTIALITY.  Each Lender shall hold all non-public
                information regarding Holdings and Company and their
                business identified as such by Company and obtained by
                such Lender pursuant to the requirements hereof  in
                accordance with such Lender's customary procedures for
                handling confidential information of such nature, it
                being understood and agreed by Holdings and Company
                that, in any event, a Lender may make (i) disclosures of
                such information to Affiliates of such Lender and to
                their agents and advisors (and to other persons
                authorized by a Lender or Agent to organize, present or

                                          xlii
<PAGE>

                disseminate such information in connection with
                disclosures otherwise made in accordance with this
                Section 10.17), (ii) disclosures of such information
                reasonably required by any bona fide or potential
                assignee, transferee or participant in connection with
                the contemplated assignment, transfer or participation
                by such Lender of any Loans or any participations
                therein or by any direct or indirect contractual
                counterparties (or the professional advisors thereto) in
                Financial Hedge Agreements (provided, such assignees,
                transferees, participants, counterparties and advisors
                are advised of and agree to be bound by the provisions
                of this Section 10.17), (iii) disclosure to any rating
                agency when required by it, provided, prior to any
                disclosure, such rating agency shall undertake in
                writing to preserve the confidentiality of any
                confidential information relating to the Credit Parties
                received by it from any of the Agents or any Lender, and
                (iv)  required or requested by any governmental agency
                or representative thereof or by the NAIC or pursuant to
                legal or judicial process; provided, unless specifically
                prohibited by applicable law or court order, each Lender
                shall make reasonable efforts to notify Company of any
                request by any governmental agency or representative
                thereof (other than any such request in connection with
                any examination of the financial condition or other
                routine examination of such Lender by such governmental
                agency) for disclosure of any such non-public
                information prior to disclosure of such information.
                Notwithstanding anything to the contrary set forth
                herein, each party (and each of their respective
                employees, representatives or other agents) may disclose
                to any and all persons, without limitations of any kind,
                the tax treatment and tax structure of the transactions
                contemplated by this Agreement and all materials of any
                kind (including without limitation, opinions and other
                tax analyses) that are provided to any such party
                relating to such tax treatment and tax structure.
                However, any information relating to the tax treatment
                or tax structure shall remain subject to the
                confidentiality provisions hereof (and the foregoing
                sentence shall not apply) to the extent reasonably
                necessary to enable the parties hereto, their respective
                Affiliates, and their and their respective Affiliates'
                directors and employees to comply with applicable
                securities laws.  For this purpose, "tax structure"
                means any facts relevant to the federal income tax
                treatment of the transactions contemplated by this
                Agreement but does not include information relating to
                the identity of any of the parties hereto or any of
                their respective Affiliates................................138

                                          xliii
<PAGE>

          10.18.USURY SAVINGS CLAUSE.  Notwithstanding any other
                provision herein, the aggregate interest rate charged
                with respect to any of the Obligations, including all
                charges or fees in connection therewith deemed in the
                nature of interest under applicable law shall not exceed
                the Highest Lawful Rate.  If the rate of interest
                (determined without regard to the preceding sentence)
                under this Agreement at any time exceeds the Highest
                Lawful Rate, the outstanding amount of the Loans made
                hereunder shall bear interest at the Highest Lawful Rate
                until the total amount of interest due hereunder equals
                the amount of interest which would have been due
                hereunder if the stated rates of interest set forth in
                this Agreement had at all times been in effect.  In
                addition, if when the Loans made hereunder are repaid in
                full the total interest due hereunder (taking into
                account the increase provided for above) is less than
                the total amount of interest which would have been due
                hereunder if the stated rates of interest set forth in
                this Agreement had at all times been in effect, then to
                the extent permitted by law, Company shall pay to
                Administrative Agent an amount equal to the difference
                between the amount of interest paid and the amount of
                interest which would have been paid if the Highest
                Lawful Rate had at all times been in effect.
                Notwithstanding the foregoing, it is the intention of
                Lenders and Company to conform strictly to any
                applicable usury laws.  Accordingly, if any Lender
                contracts for, charges, or receives any consideration
                which constitutes interest in excess of the Highest
                Lawful Rate, then any such excess shall be cancelled
                automatically and, if previously paid, shall at such
                Lender's option be applied to the outstanding amount of
                the Loans made hereunder or be refunded to Company.........139
          10.19.COUNTERPARTS.  This Agreement may be executed in any
                number of counterparts, each of which when so executed
                and delivered shall be deemed an original, but all such
                counterparts together shall constitute but one and the
                same instrument............................................136



                                      -xliv-

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NY12534:136764.8
NY12534:136764.9

<PAGE>








<TABLE>
<CAPTION>
APPENDICES:
           A-1Term Loan Commitments
           A-2[Intentionally Omitted]
           A-3Revolving Commitments
           B  Notice Addresses
<S>        <C>        <C>
          1.1       Redemption of Certain Existing Notes
          3.1(l)    Closing Date Mortgaged Properties
          4.1       Jurisdictions of Organization and Qualification
          4.2       Capital Stock and Ownership
          4.4       Guarantors
          4.13      Real Estate Assets
          4.14      Environmental Matters
          6.1(g)    Surviving Indebtedness
          6.2(l)    Certain Liens
          6.7       Existing Investments
          6.8(d)(iv)Historical Quarters

EXHIBITS:
          A-1       Funding Notice
          A-2       Conversion/Continuation Notice
          A-3       Issuance Notice
          A-4       Incremental Term Loan Notice
          B-1       Term Loan Note
          B-2       Incremental Term Loan Note
          B-3       Revolving Loan Note
          B-4       Swing Line Note
          C         Compliance Certificate
          D         Opinions of Counsel
          E         Assignment Agreement
          F         Certificate Re Non-bank Status
          G-1       Closing Date Certificate
          G-2       Solvency Certificate
          H         Counterpart Agreement
          I         Pledge and Security Agreement
          J         Mortgage
          K         Landlord's Consent, Estoppel Certificate and Amendment
          L         Intercompany Subordination Agreement
          M         Joinder Agreement
          N         New Lender Supplement
</TABLE>




                                      -xlv-

NY12534:136764.6
NY12534:136764.8
NY12534:136764.9

<PAGE>









                          SECOND AMENDED AND RESTATED
                         CREDIT AND GUARANTY AGREEMENT

             This  SECOND  AMENDED  AND RESTATED CREDIT AND GUARANTY AGREEMENT,
dated as of August [  ], 2004, is entered  into  by  and  among  BERRY PLASTICS
CORPORATION,  a  Delaware  corporation ("COMPANY"), BPC HOLDING CORPORATION,  a
Delaware  corporation  ("HOLDINGS"),   CERTAIN   SUBSIDIARIES  OF  COMPANY,  as
Guarantors, the Lenders party hereto from time to  time,  GOLDMAN  SACHS CREDIT
PARTNERS  L.P. ("GSCP"), as Administrative Agent, (together with its  permitted
successors  in  such  capacity,  "ADMINISTRATIVE  AGENT"),  JPMORGAN CHASE BANK
("JPMCB"),  as  Syndication Agent (together with its permitted  successors  and
assigns  in  such capacity,  "SYNDICATION  AGENT"),  FLEET  NATIONAL  BANK,  as
Collateral Agent  (together  with  its  permitted  successors in such capacity,
"COLLATERAL AGENT"), Issuing Bank (together with its  permitted  successors  in
such  capacity,  "ISSUING  BANK")  and  Swing  Line  Lender  (together with its
permitted successors in such capacity, "SWING LINE LENDER") and  THE ROYAL BANK
OF  SCOTLAND  and  GENERAL  ELECTRIC  CAPITAL  CORPORATION, as Co-Documentation
Agents (together with their permitted successors  and assigns in such capacity,
"CO-DOCUMENTATION AGENTS").


                                   RECITALS:

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

             WHEREAS,  Company  is the borrower under the Amended and  Restated
Credit and Guaranty Agreement, dated  as  of  November 10,  2003,  by and among
Company,  Holdings,  certain Subsidiaries of Company as Guarantors, the  Agents
and various Lenders (the "EXISTING AGREEMENT");

             WHEREAS,  the Term Loan Lenders have agreed to extend $365,525,000
of Term Loans to Company  for  funding  on  the Effective Date, the proceeds of
which will be used to prepay outstanding Term  Loans  and the Delayed Draw Loan
(as  defined  in  the  Existing Agreement) on the Effective  Date  pursuant  to
Section 2.14 of the Existing Agreement;

             WHEREAS, Company has secured all of its Obligations by granting to
Collateral Agent, for the  benefit of Secured Parties, a First Priority Lien on
substantially all of its assets, including a pledge of all of the Capital Stock
of each of its Domestic Subsidiaries  (except for any stock held by, or pledged
for the benefit of third parties), 65%  of all the Capital Stock of each of its
Foreign  Subsidiaries  that  is  directly owned  by  Company  or  any  Domestic
Subsidiary and all Indebtedness owed to Company by any Subsidiary;

                                    1
<PAGE>

             WHEREAS, Guarantors have  guaranteed  the  Obligations  of Company
hereunder  and  secured  their respective Obligations by granting to Collateral
Agent,  for  the  benefit  of   Secured  Parties,  a  First  Priority  Lien  on
substantially all of their respective  assets, including a pledge of all of the
Capital Stock of each of their respective Domestic Subsidiaries (except for any
stock held by, or pledged for the benefit of third parties), and 65% of all the
Capital Stock of each of their respective Foreign Subsidiaries that is directly
owned by Company or any Domestic Subsidiary,  and all indebtedness for borrowed
money owed to any Guarantor by Company or any other Guarantors;

             WHEREAS, Company has requested, and Requisite Lenders have agreed,
to enter into this Agreement, to amend and restate  the  Existing  Agreement in
accordance with Section 10.5 thereof, effective as of the Effective  Date  upon
satisfaction or waiver of the conditions precedent set forth in Section 3.3.

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


SECTION 1.     DEFINITIONS AND INTERPRETATION

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

             "2004 NOTES" means Company's 12-1/4% Senior Subordinated Notes due
2004 and Company's 12-1/4% Series B Senior Subordinated Notes due 2004.

             "2006  NOTES"  means  Holdings'  12-1/2%  Senior Secured Notes due
2006.

             "ADDITIONAL ISSUING BANK" as defined in Section 2.4(i).

             "ADDITIONAL  NET SALES" means, for any Fiscal  Year,  the  sum  of
(a) for each Person directly  or  indirectly  acquired  by  the  Company  in  a
Permitted  Acquisition  during  such  Fiscal  Year,  the  product  of  (i) 7.5%
multiplied  by  (ii) the  historical  net  sales of such Person during its most
recent  four  full  Fiscal  Quarters  immediately   preceding   the   Permitted
Acquisition for which quarterly financial statements have been delivered to the
Lenders  pursuant  to  Section  5.1(b), multiplied  by  (iii)  a  fraction, the
denominator of which is 365 and  the  numerator of which  is the number of days
from (but excluding) the date of such Permitted Acquisition  to (and including)
the  last day  of  such  Fiscal  Year,  and  (b) for  each  Person directly  or
indirectly  acquired  by the Company in  a  Permitted  Acquisition  during  any
prior  Fiscal Year,  the  product of (i) 7.5% multiplied by (ii) the historical
net sales  of such Person during  its  most  recent  four  full Fiscal Quarters
immediately preceding  the  Permitted Acquisition for which quarterly financial
statements have been delivered to the Lenders pursuant to Section 5.1(b).

                                    2

<PAGE>
             "ADDITIONAL  SPONSOR  EQUITY"  means  Cash  proceeds  received  by
Holdings  from  the  issuance  of  its  Capital  Stock  to,  or  other  capital
contributions  by  one  or more Sponsors for their own account on any day after
the Closing Date, in an aggregate  amount not to exceed $100,000,000 during the
term of this Agreement.

             "ADJUSTED  EURODOLLAR  RATE"   means,   for   any   Interest  Rate
Determination  Date  with  respect to an Interest Period for a Eurodollar  Rate
Loan, the rate per annum obtained  by dividing (and rounding upward to the next
whole multiple of 1/16 of 1%) (i) (a)  the  rate  per  annum  (rounded  to  the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be
the  offered  rate  which appears on the page of the Dow Jones Telerate Service
which displays an average  British Bankers Association Interest Settlement Rate
(such  page currently being page  number  3740  or  3750,  as  applicable)  for
deposits  (for delivery on the first day of such period) with a term equivalent
to such period  in  Dollars, determined as of approximately 11:00 a.m. (London,
England time) on such Interest Rate Determination Date, or (b) in the event the
rate referenced in the  preceding  clause  (a)  does not appear on such page or
service or if such page or service shall cease to  be  available,  the rate per
annum  (rounded  to  the  nearest 1/100 of 1%) equal to the rate determined  by
Administrative Agent to be the offered rate on such other page or other service
which displays an average British  Bankers Association Interest Settlement Rate
for  deposits (for delivery on the first  day  of  such  period)  with  a  term
equivalent to such period in Dollars, determined as of approximately 11:00 a.m.
(London,  England time) on such Interest Rate Determination Date, or (c) in the
event the rates  referenced  in  the  preceding  clauses  (a)  and  (b) are not
available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the
offered  quotation rate to first class banks in the London interbank market  by
JPMCB for  deposits  (for  delivery on the first day of the relevant period) in
Dollars of amounts in same day  funds comparable to the principal amount of the
applicable Loan of Administrative Agent, in its capacity as a Lender, for which
the  Adjusted  Eurodollar  Rate  is  then   being  determined  with  maturities
comparable to such period as of approximately 11:00 a.m. (London, England time)
on such Interest Rate Determination Date, by  (ii) an  amount  equal to (a) one
minus (b) the Applicable Reserve Requirement.

             "ADMINISTRATIVE AGENT" as defined in the preamble hereto.

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

             "AFFECTED LENDER" as defined in Section 2.19(b).

             "AFFECTED LOANS" as defined in Section 2.19(b).

                                    3

<PAGE>

             "AFFILIATE"  means,  as applied to any Person,  any  other  Person
directly or indirectly controlling,  controlled  by,  or  under  common control
with,  that  Person,  provided  no  Person  shall  be an Affiliate of Holdings,
Company or any of its Subsidiaries solely because such  Person  controls, or is
under  common  control  with,  one  or  more  of the entities constituting  the
Sponsors.  For  the  purposes of this definition,  "control"  (including,  with
correlative meanings,  the  terms  "controlling",  "controlled  by"  and "under
common control with"), as applied to any Person, means the possession, directly
or  indirectly,  of the power (i) to vote 10% or more of the Securities  having
ordinary voting power  for  the election of directors of such Person or (ii) to
direct or cause the direction  of  the  management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.

             "AGENT"  means each of Syndication  Agent,  Administrative  Agent,
Collateral Agent and Co-Documentation  Agents  and,  solely for the purposes of
Sections 9.3, 9.6, 10.2 and 10.3, the Issuing Bank and Swing Line Lender.

             "AGGREGATE AMOUNTS DUE" as defined in Section 2.18.

             "AGGREGATE PAYMENTS" as defined in Section 7.2.

             "AGREEMENT"  means  this Second Amended and  Restated  Credit  and
Guaranty  Agreement, dated as of August [  ],  2004,  as  it  may  be  amended,
supplemented or otherwise modified from time to time.

             "APPLICABLE  MARGIN"  and  "APPLICABLE  REVOLVING  COMMITMENT  FEE
PERCENTAGE"  mean  (i) with respect to Revolving Loans that are Eurodollar Rate
Loans and the Applicable Revolving Commitment Fee Percentage, a percentage, per
annum, determined by  reference  to  the  Leverage Ratio in effect from time to
time as set forth below:

<TABLE>
<CAPTION>
              LEVERAGE                 APPLICABLE MARGIN  APPLICABLE REVOLVING COMMITMENT
               RATIO                  FOR REVOLVING LOANS         FEE PERCENTAGE
<S>           <C>                 <C>
(greater than or equal to) 4.50 : 1.00        2.75%                   0.50 %

(less than)                4.50 : 1.00        2.50%                   0.50 %
(greater than or equal to) 4.00 : 1.00

(less than)                4.00 : 1.00        2.25%                   0.375 %
(greater than or equal to) 3.50 : 1.00

(less than)                3.50 : 1.00        2.00%                   0.375 %
</TABLE>

                                    4

<PAGE>

(ii) with respect to Swing Line Loans and Revolving  Loans  that  are Base Rate
Loans, an amount equal to (a) the Applicable Margin for Eurodollar  Rate  Loans
as  set  forth  in  clause (i) above, as applicable, minus (b) 1.00% per annum;
(iii) with respect to  Term Loans that are (a) Base Rate Loans, an amount equal
to (I) 1.00%, if the Leverage  Ratio is equal to or less than 4.50:1.00 or (II)
1.25%, if the Leverage Ratio is  greater  than 4.50:1.00 or (b) Eurodollar Rate
Loans, an amount equal to (I) 2.00%, if the  Leverage Ratio is equal to or less
than 4.50:1.00 or (II) 2.25%, if the Leverage  Ratio is greater than 4.50:1.00,
in each case, with the applicable Leverage Ratio  calculated in accordance with
Section 6.8(d)(ii); and (iv) with respect to Incremental  Term  Loans, such per
annum  rates  as  shall  be agreed to by Company and the applicable Incremental
Term Loan Lenders as shown  in the applicable Incremental Term Loan Notice.  No
change in the Applicable Margin  or  the  Applicable  Revolving  Commitment Fee
Percentage shall be effective until three Business Days after the date on which
Administrative  Agent  shall have received the applicable financial  statements
and  a  Compliance  Certificate  pursuant  to  Section  5.1(d) calculating  the
Leverage Ratio.  At any time Company  has not submitted to Administrative Agent
the   applicable  information  as   and  when  required   under  Section ,  the
Applicable Margin  and  the  Applicable  Revolving  Commitment  Fee  Percentage
shall  be determined  as  if  the Leverage Ratio were  in  excess of 4.50:1.00.
Within one Business  Day  of  receipt   of  the  applicable  information  under
Section 5.1(d), Administrative Agent shall give  each  Lender  telefacsimile or
telephonic  notice (confirmed  in writing) of  the Applicable  Margin  and  the
Applicable Revolving Commitment Fee Percentage in effect from such date.

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

             "ASSET  SALE"  means  a  sale, lease or sub-lease  (as  lessor  or
sublessor), assignment, conveyance, transfer  or  other  disposition to, or any
exchange  of  property with, any Person (other than Holdings,  Company  or  any
Guarantor Subsidiary),  in  one transaction or a series of transactions, of all
or any part of Holdings' or any  of  its  Subsidiaries'  businesses,  assets or
properties  of  any kind, whether real, personal, or mixed and whether tangible

                                    5

<PAGE>

or intangible, whether  now  owned  or  hereafter  acquired, including, without
limitation,  the  Capital  Stock of any of Holdings' Subsidiaries,  other  than
(i) inventory sold or leased  in the ordinary course of business of Company and
its  Subsidiaries  (excluding  any   such  sales  by  operations  or  divisions
discontinued or to be discontinued), (ii) Cash  Equivalents  sold  for  Cash or
Cash  Equivalents  in  the  ordinary  course  of  business  of  Company and its
Subsidiaries,   (iii) the   sale  or  discount  without  recourse  of  accounts
receivable only in connection  with the compromise thereof or the assignment of
past-due  accounts  receivable  for   collection,   (iv)  sale  and  lease-back
transactions permitted under Section 6.11 , and (v) sales of other  assets  for
aggregate consideration of less than $2,000,000 with respect to any transaction
or series of related transactions,  provided,  all sales pursuant to clause (v)
during any Fiscal Year do not exceed $5,000,000 in the aggregate.

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

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

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

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

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

             "BENEFICIARY"  means  each  Agent, Issuing Bank, Lender and Lender
Counterparty.

             "BUDGETED AMOUNT" as defined in Section 6.8(c).

             "BUSINESS DAY" means any day  excluding  (i) Saturday,  Sunday and
any day which is a legal holiday under the laws of the State of New York  or is
a  day  on  which  banking institutions located in such state are authorized or
required by law or other  governmental  action  to  close  and (ii) solely with
respect  to  all notices, determinations, fundings and payments  in  connection
with the Adjusted  Eurodollar  Rate  or any Eurodollar Rate Loans, also any day
which is not a day for trading by and  between  banks in Dollar deposits in the
London interbank market.

                                    6

<PAGE>
             "CAPITAL LEASE" means, as applied to  any Person, any lease of any
property (whether real, personal or mixed) by that Person  as  lessee  that, in
conformity with GAAP, is accounted for as a capital lease on the balance  sheet
of that Person.

             "CAPITAL   STOCK"   means   any   and   all   shares,   interests,
participations or other equivalents (however designated) of capital stock  of a
corporation, any and all equivalent ownership interests in a Person (other than
a  corporation),  including,  without  limitation,  partnership  interests  and
membership  interests,  and any and all warrants, rights or options to purchase
or other arrangements or rights to acquire any of the foregoing.

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

             "CASH  EQUIVALENTS"  means,  as  at  any  date  of  determination,
(i) marketable securities (A) issued or directly and unconditionally guaranteed
as to interest and principal  by  the United States of America or (B) issued by
any agency of the United States of  America the obligations of which are backed
by the full faith and credit of the United  States  of  America,  in  each case
maturing  within  one  year after such date; (ii) marketable direct obligations
issued by any state of the United States of America or the District of Columbia
or any political subdivision  or instrumentality thereof, in each case maturing
within one year after such date  and  having,  at  the  time of the acquisition
thereof,  a  rating  of  at  least A-1 from S&P or at least P-1  from  Moody's;
(iii) commercial paper maturing no more than one year from the date of creation
thereof and having, at the time  of  the  acquisition  thereof,  a rating of at
least A-1 from S&P or at least P-1 from Moody's; (iv) certificates  of deposit,
time  deposits,  eurodollar  time deposits, overnight bank deposits or bankers'
acceptances maturing within one year after such date and issued or accepted by,
and money market deposit accounts  issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or
any state thereof or the District of  Columbia  that  has  combined capital and
surplus  and  undivided  profits  of  not  less  than  $500,000,000;  (v) fully
collateralized repurchase agreements with a term of not  more  than 30 days for
securities  described  in  clause (i) or (ii) above and entered into  with  any
commercial bank satisfying the  requirements  of clause (iv) above; (vi) solely
in respect of the ordinary course cash management  activities  of  the  Foreign
Subsidiaries, equivalents of the investments described in clauses (i) and  (ii)
above  to the extent guaranteed by the United Kingdom or the European Union and
equivalents  of the investments described in clause (iv) above issued, accepted
or offered by  (a)  the  local  office  of  any  commercial  bank  meeting  the
requirements  of  clause  (iv) above in the jurisdiction of organization of the
applicable Foreign Subsidiary  or  (b)  the local office of any commercial bank
organized under the laws of the jurisdiction  of organization of the applicable
Foreign Subsidiary which commercial bank (1) has  combined  capital and surplus
and  undivided  profits  of  not less than $1,000,000,000 and (2)  a  long-term
rating for Dollar-denominated  obligations  of  at  least  A-1  from S&P or the
equivalent  rating  from  Moody's; and (vii) shares of any money market  mutual
fund that (a) complies with  the  criteria set forth in Securities and Exchange
Commission Rule 2a-7 under the Investment  Company  Act  of  1940,  (b) has net
assets of not less than $500,000,000, and (c) has the highest rating obtainable
from either S&P or Moody's.

                                    7

<PAGE>
             "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially
in the form of Exhibit F.

             "CHANGE  OF  CONTROL"  means, at any time, (i) at least 51%  on  a
fully-diluted basis of the outstanding  voting  power  of  the  Voting Stock of
Holdings shall cease to be beneficially owned and controlled by one  or more of
the Sponsors; (ii) any person or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act) other than one or more of the Sponsors (A)  shall
beneficially own a percentage of the economic interests in the Voting Stock  of
Holdings  on  a  fully-diluted basis that is greater than the percentage of the
economic interests  in  the  Voting  Stock of Holdings on a fully-diluted basis
then held by the Sponsors, taken together, or (B) shall have obtained the power
(whether or not exercised) to elect a  majority  of the members of the board of
directors (or similar governing body) of Holdings;  (iii) Holdings  shall cease
to  beneficially  own  and  control  100%  on  a  fully-diluted  basis  of  the
outstanding  economic  and  voting  interest  in  the Capital Stock of Company;
(iv) the  majority  of  the seats (other than vacant seats)  on  the  board  of
directors (or similar governing  body)  of  Holdings  cease  to  be occupied by
Persons  who either (a) were members of the board of directors of the  Holdings
on the Closing  Date or (b) were either (x) nominated for election by the board
of directors of Holdings, a majority of whom were directors on the Closing Date
or whose election  or  nomination  for  election  was  previously approved by a
majority  of  such  directors  or (y) designated or appointed  by  Sponsor;  or
(v) any "change of control" or similar event under the Senior Subordinated Note
Documents shall occur.

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

             "CLOSING DATE" means July 22, 2002, the  date  on  which  the Term
Loans  (as  defined  in  the  Original  Agreement) were made under the Original
Agreement.

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

             "CLOSING DATE MORTGAGED PROPERTY" as defined in Section 3.1(1).

             "CO-DOCUMENTATION AGENTS" as defined in the preamble hereto.

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

                                    8

<PAGE>
             "COLLATERAL AGENT" as defined in the preamble hereto.

             "COLLATERAL  DOCUMENTS"  means the Pledge and Security  Agreement,
the Mortgages, the Landlord's Consent,  Estoppel Certificate and Amendments, if
any,  and all other instruments, documents  and  agreements  delivered  by  any
Credit Party pursuant to this Agreement or any of the other Credit Documents in
order to  grant  to Collateral Agent, for the benefit of Lenders, a Lien on any
real, personal or  mixed  property  of  that  Credit  Party as security for the
Obligations.

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

             "COMPANY" as defined in the preamble hereto.

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

             "COMMITMENT PERIOD" means the Revolving Commitment Period.

             "COMMITMENT  TERMINATION  DATE"  means  the  Revolving  Commitment
Termination Date.

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

             "CONSOLIDATED ADJUSTED EBITDA"  means,  for  any period, an amount
determined for Holdings and its Subsidiaries on a consolidated  basis  equal to
the   sum,   without   duplication,   of   the   amounts  for  such  period  of
(i) Consolidated Net Income, plus (ii) to the extent  reducing Consolidated Net
Income, (a) Consolidated Interest Expense, (b) provisions  for  taxes  based on
income,   (c) total   depreciation  expense,  (d) total  amortization  expense,
(e) other non-Cash items  (excluding  any such non-Cash item to the extent that
it represents an accrual or reserve for  potential  Cash  items  in  any future
period or amortization of a prepaid Cash item that was paid in a prior  period)
and  (f) Transaction Costs and Landis Acquisition Transaction Costs payable  in
Cash by  Holdings and Company with respect to such period, minus (iii) non-Cash
items increasing  Consolidated  Net  Income for such period (excluding any such
non-Cash item to the extent it represents the reversal of an accrual or reserve
for potential Cash item in any prior period).

             "CONSOLIDATED CAPITAL EXPENDITURES"  means,  for  any  period, the
aggregate  of  all  expenditures  of Holdings and its Subsidiaries during  such
period determined on a consolidated  basis  that,  in accordance with GAAP, are
included in "purchase of property and equipment" or  similar items reflected in

                                    9

<PAGE>

the  consolidated  statement  of cash flows of Holdings and  its  Subsidiaries,
other  than  any  amount  of  such  expenditures   that   constitute  Permitted
Acquisition Expenses or the permitted application of Net Insurance/Condemnation
Proceeds in accordance with Section 2.15(b).

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

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

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

             "CONSOLIDATED  EXCESS  CASH FLOW" means, for any period, an amount
(if positive) equal to: (i) the sum,  without  duplication,  of the amounts for
such  period  of  (a)  Consolidated Adjusted EBITDA, plus (b) the  Consolidated
Working Capital Adjustment,  minus  (ii) the  sum,  without duplication, of the
amounts  for  such  period  of  (a)  voluntary  and  scheduled   repayments  of
Consolidated Total Debt (excluding repayments of Revolving Loans or  Swing Line
Loans except to the extent the Revolving Commitments are permanently reduced in
connection with such repayments), (b)(x) Consolidated Capital Expenditures  and
(y)   Permitted  Acquisition  Expenses  (excluding  any  Permitted  Acquisition
Expenses paid in respect of Cash or Cash Equivalents of an acquired Person), in
each of  cases  (x)  and (y) except to the extent financed with the proceeds of
Additional Sponsor Equity,  other  financings  or Asset Sales, (c) Consolidated
Cash Interest Expense, (d) provisions for current  taxes  based  on  income  of
Holdings  and  its Subsidiaries and payable in Cash with respect to such period
and (e) Transaction  Costs  and Landis Acquisition Transaction Costs payable in
Cash by Holdings and Company with respect to such period.

             "CONSOLIDATED INTEREST  EXPENSE"  means,  for  any  period,  total
interest  expense  (including  that  portion  attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries
on  a  consolidated  basis  with  respect  to all outstanding  Indebtedness  of
Holdings and its Subsidiaries, including all  commissions,  discounts and other
fees  and  charges owed with respect to letters of credit and net  costs  under
Interest Rate  Agreements,  but  excluding, however, any amounts referred to in
Section 2.12(c) payable on or before the Effective Date.

             "CONSOLIDATED NET INCOME"  means,  for  any  period,  (i) the  net
income  (or  loss) of Holdings and its Subsidiaries on a consolidated basis for
such period taken  as  a single accounting period determined in conformity with
GAAP,  minus (ii) (a) the  income  (or  loss)  of  any  Person  (other  than  a
Subsidiary  of  Holdings) in which any other Person (other than Holdings or any

                                    10

<PAGE>

of its Subsidiaries)  has  a joint interest, except to the extent of the amount
of dividends or other distributions  actually  paid  to  Holdings or any of its
Subsidiaries by such Person during such period, (b) the income (or loss) of any
Person  accrued  prior to the date it becomes a Subsidiary of  Holdings  or  is
merged into or consolidated  with  Holdings  or any of its Subsidiaries or that
Person's assets are acquired by Holdings or any  of  its  Subsidiaries, (c) the
income  of  any  Subsidiary of Holdings to the extent that the  declaration  or
payment of dividends or similar distributions by that Subsidiary of that income
is not at the time  permitted  by  operation of the terms of its charter or any
agreement, instrument, judgment, decree,  order,  statute, rule or governmental
regulation  applicable to that Subsidiary, (d) any after-tax  gains  or  losses
attributable to Asset Sales or returned surplus assets of any Pension Plan, and
(e) (to the extent  not included in clauses (a) through (d) above) any non-Cash
net extraordinary gains or non-Cash net extraordinary losses.

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

             "CONSOLIDATED  WORKING  CAPITAL"   means,   as   at  any  date  of
determination,  the  excess  of  Consolidated  Current Assets over Consolidated
Current Liabilities.

             "CONSOLIDATED WORKING CAPITAL ADJUSTMENT"  means,  for any period,
the  amount  (which  may  be  a  negative  number)  of  the  following, without
duplication,  (i)  Consolidated  Working  Capital as of the beginning  of  such
period, minus (ii) Consolidated Working Capital  as  of the end of such period,
excluding  from  such  calculation  the Net Current Assets  of  any  Subsidiary
acquired in a Permitted Acquisition during  such period, determined at the time
of such acquisition.

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

             "CONTRIBUTING GUARANTORS" as defined in Section 7.2.

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

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

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

                                    11

<PAGE>
             "CREDIT DATE" means the date of a Credit Extension.

             "CREDIT DOCUMENT" means any of this Agreement  (or, solely for the
purposes  of  historical  conditions  set  forth  in Section 3.1, the  Original
Agreement),  the  Notes,  if any, the Collateral Documents,  any  documents  or
certificates executed by Company  in  favor of Issuing Bank relating to Letters
of  Credit,  any  Incremental  Term  Loan  Notice   and  all  other  documents,
instruments  or agreements executed and delivered by a  Credit  Party  for  the
benefit of any  Agent,  Issuing  Bank  or  any Lender in connection herewith or
therewith.

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

             "CREDIT PARTY" means Company, the Guarantors and each other Person
(other than any Agent, Issuing Bank or any Lender or  any  other representative
thereof) from time to time party to a Credit Document.

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

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

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

             "DEFAULT PERIOD" means, with respect to any Defaulting Lender, the
period commencing on the date  of  the applicable Funding Default and ending on
the earliest of the following dates:  (i) the date on which all Commitments are
cancelled  or  terminated  and/or  the  Obligations   are  declared  or  become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced  to  zero (whether by
the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender  or  by  the  non-pro  rata  application  of  any voluntary or mandatory
prepayments of the Loans in accordance with the terms of Section 2.14 or
Section 2.15 or by a combination thereof) and (b) such Defaulting Lender shall
have delivered  to Company and Administrative Agent a written reaffirmation  of
its intention to honor its obligations hereunder with respect to its
Commitments, and (iii) the date on which Company, Administrative Agent and
Requisite Lenders waive all Funding Defaults of such Defaulting Lender in
writing.

                                    12

<PAGE>
             "DEFAULTING LENDER" as defined in Section 2.23.

             "DEFAULTED LOAN" as defined in Section 2.23.

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

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

             "DOMESTIC  SUBSIDIARY" means any Subsidiary  organized  under  the
laws of the United States  of  America,  any  State  thereof or the District of
Columbia, other than any such Subsidiary that has no material assets other than
Capital Stock of or other Investments in one or more Foreign Subsidiaries.

             "EFFECTIVE DATE" as defined in Section 3.3.

             "ELIGIBLE ASSIGNEE" means (i) any Lender,  any  Affiliate  of  any
Lender  and  any Related Fund (any two or more Related Funds being treated as a
single Eligible  Assignee  for  all  purposes  hereof), and (ii) any commercial
bank, insurance company, investment or mutual fund  or  other entity that is an
"accredited investor" (as defined in Regulation D under the Securities Act) and
which  extends  credit  or  buys loans as one of its businesses;  provided,  no
Affiliate of Holdings shall be an Eligible Assignee.

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

             "EMPLOYEE  LEVERAGE PROGRAM" means the Holdings 2002 Stock  Option
Plan, the Holdings Key Employee  Equity  Investment  Plan  and  the  agreements
relating  to  the  investments  by  members  of  management of Holdings and its
subsidiaries in GS Berry Acquisition Corporation,  including  the  contribution
and  subscription  agreements, management stockholders agreement and promissory
notes.

             "ENVIRONMENTAL  CLAIM"  means any investigation, notice, notice of
violation, claim, action, suit, proceeding,  demand,  abatement  order or other
order or directive (conditional or otherwise), by any governmental authority or
any other Person, arising (i) pursuant to or in connection with any  actual  or
alleged  violation  of  any  Environmental  Law;  (ii) in  connection  with any
Hazardous  Material  or any actual or alleged Hazardous Materials Activity;  or
(iii) in connection with  any  actual or alleged damage, injury, threat or harm
to health, safety, natural resources or the environment.

             "ENVIRONMENTAL LAWS"  means  any and all current or future foreign
or domestic, federal or state (or any subdivision of either of them), statutes,

                                    13
<PAGE>

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

             "EQUITY FINANCING"  means  the  issuance  for  Cash by Holdings to
Sponsors and/or other investors acceptable to the Administrative  Agent and the
Syndication Agent of not less than $245,000,000 of common equity in  connection
with the Merger.

             "EQUITY PROCEEDS" as defined in Section 6.8(d).

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

             "ERISA  AFFILIATE"  means,  as  applied  to  any  Person,  (i) any
corporation which is a member of a controlled group of corporations within  the
meaning  of Section 414(b) of the Internal Revenue Code of which that Person is
a member;  (ii) any  trade or business (whether or not incorporated) which is a
member of a group of trades  or  businesses  under  common  control  within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person  is
a  member;  and  (iii) any  member  of  an  affiliated service group within the
meaning of Section 414(m) or (o) of the Internal  Revenue  Code  of  which that
Person, any corporation described in clause (i) above or any trade or  business
described  in  clause  (ii)  above is a member.  Any former ERISA Affiliate  of
Holdings or any of its Subsidiaries  shall  continue  to be considered an ERISA
Affiliate  of  Holdings  or  any  such Subsidiary within the  meaning  of  this
definition with respect to the period  such  entity  was  an ERISA Affiliate of
Holdings or such Subsidiary and with respect to liabilities  arising after such
period for which Holdings or such Subsidiary could be liable under the Internal
Revenue Code or ERISA.

             "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day  notice to the
PBGC  has  been  waived  by  regulation);  (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal  Revenue  Code  with respect to
any  Pension Plan (whether or not waived in accordance with Section  412(d)  of
the Internal  Revenue  Code)  or the failure to make by its due date a required
installment under Section 412(m)  of  the Internal Revenue Code with respect to
any  Pension  Plan  or  the failure to make  any  required  contribution  to  a
Multiemployer Plan; (iii) the  provision  by  the  administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such  plan  in a distress termination described in Section  4041(c)  of  ERISA;
(iv) the withdrawal  by  Holdings,  any  of  its  Subsidiaries  or any of their
respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in  liability to

                                    14

<PAGE>

Holdings,  any  of  its  Subsidiaries  or  any  of  their respective Affiliates
pursuant to Section 4063 or 4064 of ERISA; (v) the institution  by  the PBGC of
proceedings  to  terminate any Pension Plan, or the occurrence of any event  or
condition which could  reasonably  be  likely to constitute grounds under ERISA
for the termination of, or the appointment  of  a  trustee  to  administer, any
Pension  Plan;  (vi) the  imposition  of  liability  on  Holdings,  any of  its
Subsidiaries  or  any of their respective ERISA Affiliates pursuant to  Section
4062(e) or 4069 of  ERISA or by reason of the application of Section 4212(c) of
ERISA; (vii) the withdrawal  of  Holdings,  any  of  its Subsidiaries or any of
their respective ERISA Affiliates in a complete or partial  withdrawal  (within
the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan  if
there  is any potential liability therefore, or the receipt by Holdings, any of
its Subsidiaries or any of their respective ERISA Affiliates of notice from any
Multiemployer  Plan  that  it  is  in  reorganization or insolvency pursuant to
Section  4241  or  4245  of  ERISA, or that it  intends  to  terminate  or  has
terminated under Section 4041A  or  4042  of ERISA; (viii) the occurrence of an
act  or  omission  which  could reasonably be expected  to  give  rise  to  the
imposition on Holdings, any  of  its  Subsidiaries  or  any of their respective
ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43
of the Internal Revenue Code or under Section 409, Section  502(c), (i) or (l),
or  Section  4071  of ERISA in respect of any Employee Benefit Plan;  (ix)  the
assertion of a material  claim (other than routine claims for benefits) against
any Employee Benefit Plan  other  than  a  Multiemployer  Plan  or  the  assets
thereof,  or  against  Holdings,  any  of  its  Subsidiaries  or  any  of their
respective  ERISA  Affiliates  in  connection  with  any Employee Benefit Plan;
(x) receipt from the Internal Revenue Service of notice  of  the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the  Internal  Revenue Code, or the failure of any trust forming  part  of  any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue  Code;  or  (xi) the  imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue  Code  or  pursuant  to ERISA with
respect to any Pension Plan.

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

              "EVENT OF DEFAULT"  means  each  of  the conditions or events set
forth in Section 8.1.

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

             "EXCLUDED  FOREIGN   SUBSIDIARIES"   means  one  or  more  Foreign
Subsidiaries which, together with all their Subsidiaries,  have  either assets,
combined revenues from operations or combined income from continuing operations
that  exceeded 5% of the combined assets, combined revenues from operations  or
combined  income  from  continuing operations of Holdings and its Subsidiaries,
taken as a whole, for any Fiscal Year.

                                    15


<PAGE>

             "EXCLUDED TAX"  means,  with  respect to Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any Obligation, (i) any Tax imposed  as  a result of a connection
or former connection between any Lender and the jurisdiction imposing such tax,
including without limitation, any connection arising from  such Lender being or
having  been  a  citizen, domiciliary, or resident of such jurisdiction,  being
organized in such  jurisdiction,  or  having  had  a permanent establishment or
fixed place of business therein, but excluding any such connection arising from
the activities of such Lender pursuant to or in respect  of  this  Agreement or
any  other  Credit Document, including executing, delivering or performing  its
obligations or  receiving  a  payment  under or enforcing this agreement or any
other loan document, and (ii) in the case  of  a U.S. Lender or Non-U.S. Lender
(other than a Replacement Lender that is an assignee  pursuant  to a request by
Company under Section 2.24), any withholding tax that (a) is imposed on amounts
payable to any such Non-U.S. Lender at the time such Non-U.S. Lender  becomes a
party  to  this  Agreement  or  designates  a  new  lending  office,  or (b) is
attributable  to  such U.S. Lender or Non-U.S. Lender's failure to comply  with
Section 2.21(c), except to the extent that such U.S. Lender or Non-U.S. Lender
(or its assignor, if any)was entitled, at the time of assignment or designation
of a new lending office, as the case may be, to receive additional amounts from
Company with respect to such withholding tax pursuant to Section 2.21(c).

             "EXISTING AGREEMENT" as defined in the recitals hereto.

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

             "FAIR SHARE" as defined in Section 7.2 .

             "FAIR SHARE CONTRIBUTION AMOUNT" as defined in Section 7.2.

             "FAIR SHARE SHORTFALL" as defined in Section 7.2.

             "FEDERAL FUNDS  EFFECTIVE  RATE"  means  for any day, the rate per
annum  (expressed,  as a decimal, rounded upwards, if necessary,  to  the  next
higher 1/100 of 1%) equal  to  the  weighted  average of the rates on overnight
Federal funds transactions with members of the  Federal Reserve System arranged
by Federal funds brokers on such day, as published  by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided, (i) if such
day is not a Business Day, the Federal Funds Rate for  such  day  shall be such
rate on such transactions on the next preceding Business Day as so published on
the  next succeeding Business Day, and (ii) if no such rate is so published  on
such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average  rate charged to Administrative Agent, in its capacity as a Lender,
on such day on such transactions as determined by Administrative Agent.

                                    16

<PAGE>
             "FINANCIAL  HEDGE AGREEMENT" means an Interest Rate Agreement or a
Currency Agreement entered  into with a Lender Counterparty in order to satisfy
the requirements of this Agreement  or  otherwise  in  the  ordinary  course of
business of Company or any of its Subsidiaries.

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

             "FINANCIAL PLAN" as defined in Section 5.1(i).

             "FIRST PRIORITY" means, with respect to any Lien  purported  to be
created  in  any Collateral pursuant to any Collateral Document, that such Lien
is the only Lien  to  which  such  Collateral  is subject, other than Permitted
Liens described in clauses (a) through (n) of Section 6.2.

             "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

             "FISCAL YEAR" means the fiscal year  of  Company, which shall be a
period of 52 or 53 weeks, as applicable, ending on the Saturday nearest the end
of each calendar year.

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

             "FOREIGN SUBSIDIARY"  means  any Subsidiary that is not a Domestic
Subsidiary.

             "FUNDING DEFAULT" as defined in Section 2.23.

             "FUNDING GUARANTORS" as defined in Section 7.2.

             "FUNDING  NOTICE" means a notice  substantially  in  the  form  of
Exhibit A-1.

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

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

                                    17

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

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

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

             "GSCP" as defined in the preamble hereto.

             "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

             "GUARANTOR" means each of Holdings and each Domestic Subsidiary of
Holdings (other than Company) from time to time.

             "GUARANTOR SUBSIDIARY" means each Guarantor other than Holdings.

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

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

             "HAZARDOUS MATERIALS ACTIVITY" means any past,  current,  proposed
or  threatened activity, event or occurrence involving any Hazardous Materials,
including   the  use,  manufacture,  possession,  storage,  holding,  presence,
existence,  location,   Release,   threatened  Release,  discharge,  placement,
generation,  transportation, processing,  construction,  treatment,  abatement,
removal, remediation,  disposal,  disposition  or  handling  of  any  Hazardous
Materials, and any corrective action or response action with respect to  any of
the foregoing.

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

             "HISTORICAL FINANCIAL STATEMENTS"  means as of the Effective Date,
(i) the audited financial statements of Holdings  and its Subsidiaries, for the
immediately preceding three Fiscal Years, consisting  of balance sheets and the
related consolidated statements of income, stockholders'  equity and cash flows

                                    18

<PAGE>

for such Fiscal Years, and (ii) the unaudited financial statements  of Holdings
and  its  Subsidiaries as at the most recently ended Fiscal Quarter, consisting
of  a  balance  sheet  and  the  related  consolidated  statements  of  income,
stockholders'  equity and cash flows for the three-, six- or nine-month period,
as applicable, ending  on  such date, and, in the case of clauses (i) and (ii),
certified by the Chief Financial  Officer of Holdings that they fairly present,
in  all  material  respects,  the  financial  condition  of  Holdings  and  its
Subsidiaries as at the dates indicated  and the results of their operations and
their cash flows for the periods indicated,  subject  to changes resulting from
audit and normal year-end adjustments.

             "HISTORICAL QUARTER" as defined in Section 6.8(d)(iv).

             "HOLDINGS" as defined in the preamble hereto.

             "INCREASED-COST LENDERS" as defined in Section 2.24.

             "INCREMENTAL  TERM  LOAN"  means any Indebtedness  of  Company  in
respect of borrowed money ranking pari passu  with  Company's Obligations under
this Agreement and incurred by Company pursuant to Section 2.2.

             "INCREMENTAL  TERM  LOAN  CLOSING  DATE" means  any  Business  Day
designated as such in an Incremental Term Loan Notice.

             "INCREMENTAL  TERM  LOAN  EXPOSURE" means,  with  respect  to  any
Lender, as of any date of determination,  the  outstanding  principal amount of
the Incremental Term Loans of such Lender.

             "INCREMENTAL  TERM  LOAN INSTALLMENT DATE" as defined  in  Section
2.13(b).

              "INCREMENTAL TERM LOAN  LENDER" means any Lender or any financial
institution, in each case, that is a signatory  to  an  Incremental  Term  Loan
Notice in the capacity of an Incremental Term Loan Lender.

             "INCREMENTAL  TERM  LOAN MATURITY DATE" means, with respect to any
Incremental Term Loan to be made pursuant  to any Incremental Term Loan Notice,
the maturity date specified in such Incremental  Term  Loan  Notice, which date
shall be on or after the Maturity Date of the Term Loan.

             "INCREMENTAL TERM LOAN NOTE" means a promissory note  in  the form
of  Exhibit B-2, as it may be amended, supplemented or otherwise modified  from
time to time.

             "INCREMENTAL  TERM  LOAN  NOTICE"  means  an Incremental Term Loan
Notice substantially in the form of Exhibit A-4.

                                    19

<PAGE>

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

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

                                    20

<PAGE>
commercial laws, statutes,  rules  or  regulations  and Environmental Laws), on
common law or equitable cause or on contract or otherwise,  that may be imposed
on,  incurred  by,  or  asserted  against  any such Indemnitee, in  any  manner
relating to or arising out of (i) this Agreement  or the other Credit Documents
or  the  transactions  contemplated  hereby  or  thereby   (including  Lenders'
agreement to make Credit Extensions or the use or intended use  of the proceeds
thereof, any enforcement of any of the Credit Documents (including any sale of,
collection  from,  or  other  realization  upon  any of the Collateral  or  the
enforcement of the Guaranty) or the Issuing Bank's  issuance  of  any Letter of
Credit or its failure to honor a drawing under any such Letter of Credit  as  a
result   of  any  Governmental  Act);  (ii) the  statements  contained  in  the
commitment  letter  delivered  by  any  Lender  to Sponsors with respect to the
transactions  contemplated  by  this  Agreement;  or  (iii) any   (a) Hazardous
Materials Activity which can reasonably be expected to result in non-compliance
with,  or  liability  under,  Environmental  Laws,  or (b) Environmental  Claim
relating  to  or  arising  from any past or present activity,  operation,  land
ownership, or practice of Holdings or any of its Subsidiaries.

             "INDEMNITEE" as defined in Section 10.3 .

             "INTERCOMPANY SUBORDINATION  AGREEMENT"  means an agreement in the
form of Exhibit L.

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

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

             "INTEREST PERIOD" means,  in  connection  with  a  Eurodollar Rate
Loan,  an interest period of one-, two-, three- or six-months, as  selected  by
Company  in  the  applicable  Funding Notice or Conversion/Continuation Notice,
(i) initially, commencing on the  Credit  Date  or Conversion/Continuation Date
thereof, as the case may be; and (ii) thereafter,  commencing  on  the  day  on
which  the  immediately  preceding Interest Period expires; provided, (a) if an
Interest Period would otherwise  expire  on  a  day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day unless no
further Business Day occurs in such month, in which  case  such Interest Period
shall expire on the immediately preceding Business Day; (b) any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month  at  the end of

                                    21

<PAGE>
such Interest Period) shall, subject to clause (c) of this definition,  end  on
the  last Business Day of a calendar month; (c) no Interest Period with respect
to any  portion  of  any  Term Loans shall extend beyond the Term Loan Maturity
Date; and (d) no Interest Period  with  respect to any portion of the Revolving
Loans shall extend beyond the Revolving Commitment Termination Date.

             "INTEREST RATE AGREEMENT" means  any  interest rate swap agreement
(including any fixed rate or floating rate swap agreement),  interest  rate cap
agreement,  interest rate collar agreement, interest rate hedging agreement  or
other similar  agreement  or  arrangement,  each of which is for the purpose of
hedging  the  interest  rate  exposure  associated   with   Holdings'  and  its
Subsidiaries' operations and not for speculative purposes.

             "INTEREST  RATE  DETERMINATION  DATE" means, with respect  to  any
Interest Period, the date that is two Business  Days  prior to the first day of
such Interest Period.

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

             "INVESTMENT"  means  any  (i)  purchase   or   other   acquisition
(including pursuant to any merger) of the Capital Stock or other Securities  of
any  Person,  or any beneficial interest therein or (ii) loan, advance, capital
contribution to,  or  any  other  investment  in,  any  Person  (other than the
purchase  of  current  accounts  receivable  arising in the ordinary course  of
business of Company and its Subsidiaries).  The  amount of any Investment shall
be equal to the sum of (a) the original cost of such  Investment,  plus (b) the
cost of all additions thereto, minus (c) any cash proceeds from the disposition
of  or other cash distributions on such Investment to the extent such  proceeds
or distributions  do  not  constitute  Consolidated  Net  Income,  without  any
adjustments  for  increases  or decreases in value or write-ups, write-downs or
write-offs with respect to such  Investment,  provided  that  the amount of any
Investment shall not be less than zero.

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

             "ISSUING BANK" as defined in the preamble.

             "JOINDER AGREEMENT"  means  an agreement substantially in the form
of Exhibit M.

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

             "JPMCB" as defined in the preamble hereto.

                                    22

<PAGE>
             "LANDIS" means Landis Plastics, Inc., an Illinois corporation.

             "LANDIS  ACQUISITION"  means  the acquisition by Company of Landis
pursuant to the Landis Merger Agreement.

              "LANDIS ACQUISITION CLOSING DATE" means November 10, 2003.

             "LANDIS ACQUISITION DOCUMENTS"  means  the Landis Merger Agreement
and  any  other  agreements,  instruments  and  other  documents  delivered  in
connection  with  the  Landis Acquisition, including, without  limitation,  any
leases in respect of Material Real Estate Assets.

             "LANDIS ACQUISITION  LEASEHOLD  PROPERTY" means each of the Alsip-
Main, IL, Alsip-North IL, Geddes, NY and Phoenix,  AZ  properties  to be leased
pursuant  to  that  certain  Lease  Agreement,  to  be  dated  as of the Landis
Acquisition Closing Date, between BRY-PL (DE) Limited Partnership,  a  Delaware
limited partnership, as Landlord, and Landis, as tenant.

               "LANDIS  ACQUISITION FINANCING REQUIREMENTS" means the aggregate
amount necessary to pay (i)  the  Cash  portion  of  the  consideration  due to
shareholders  of  Landis  under  the Landis Merger Agreement, (ii) the costs of
prepaying, redeeming or purchasing  the Indebtedness of Landis to be paid on or
prior  to the Landis Acquisition Closing  Date  and  (iii)  Landis  Acquisition
Transaction  Costs, in each of cases (i), (ii) and (iii) in accordance with the
Landis Merger Agreement.

             "LANDIS   ACQUISITION  SENIOR  SUBORDINATED  NOTES"  means  Senior
Subordinated Notes in an  aggregate  principal  amount  of  $85,000,000  issued
pursuant to the Senior Subordinated Notes Indenture, the proceeds of which were
used to finance Landis Acquisition Financing Requirements.

             "LANDIS ACQUISITION TRANSACTION COSTS" means (a) the write-off  of
deferred  financing  costs capitalized in connection with the entering into the
Original Agreement and  (b)  the  fees, costs and expenses payable by Holdings,
Company or any of Company's Subsidiaries  on  or  before the Landis Acquisition
Closing  Date in connection with the transactions contemplated  by  the  Credit
Documents and the Landis Merger Agreement, which fees, costs and expenses under
clause (b) hereof shall not exceed $12,000,000.

             "LANDIS  MERGER  AGREEMENT"  means an agreement and plan of merger
dated October 15, 2003 by and among Company,  Merger  Sub  (as  defined  in the
Existing  Agreement),  Landis, all shareholders of Landis and the other parties
thereto, which provides  for the merger of Landis with and into Merger Sub with
Landis being the surviving corporation.

             "LANDLORD'S CONSENT, ESTOPPEL CERTIFICATE AND AMENDMENT" means (a)
with  respect  to each Landis  Acquisition  Leasehold  Property,  an  agreement

                                    23

<PAGE>

substantially in  the  form of the draft Landlord's Acknowledgment and Consent,
draft dated the date hereof,  from BRY-PL (DE) Limited Partnership and (b) with
respect to any other Leasehold Property, an agreement substantially in the form
of  Exhibit K,  in  each  of  cases   (a)  and  (b)  with  such  amendments  or
modifications as may be approved by Collateral Agent.

              "LEASEHOLD PROPERTY" means  any  leasehold interest of any Credit
Party as lessee under any lease of real property.

             "LENDER" means each financial institution  listed on the signature
pages hereto as a Lender, any additional financial institution  or  Person that
becomes a party hereto pursuant to a New Lender Supplement and any other Person
that  becomes  a party hereto pursuant to an Assignment Agreement or a  Joinder
Agreement, including  any  Lender  in  its  capacity  as  Swing Line Lender and
Issuing Bank.

             "LENDER  COUNTERPARTY"  means each Lender or any  Affiliate  of  a
Lender  counterparty  to  a  Financial  Hedge   Agreement   including,  without
limitation, each such Affiliate that enters into a Joinder Agreement  with  the
Collateral Agent.

             "LENDER  EFFECTIVE  DATE"  means  (i) in  the  case of each Lender
listed on the signature pages hereof, the Effective Date, and  (ii) in the case
of  each other Lender, the effective date of the Assignment Agreement  pursuant
to which such Lender became a Lender.

             "LETTER  OF CREDIT" means a commercial or standby letter of credit
issued or to be issued by Issuing Bank pursuant to this Agreement.

             "LETTER OF  CREDIT  DISBURSEMENT"  means a payment made by Issuing
Bank pursuant to a Letter of Credit.

             "LETTER OF CREDIT EXPOSURE" means the  aggregate  Letter of Credit
Usage  in respect of all Letters of Credit issued by that Lender  (net  of  any
participations by Lenders in such Letters of Credit.

             "LETTER  OF  CREDIT  SUBLIMIT" means the lesser of (i) $25,000,000
and (ii) the aggregate unused amount  of  the  Revolving  Commitments  then  in
effect.

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

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

                                    24
<PAGE>
             "LIEN"  means (i) any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance  of  any  kind (including any agreement to give
any of the foregoing, any conditional sale  or other title retention agreement,
and  any  lease  in  the  nature  thereof)  and  any  option,  trust  or  other
preferential arrangement having the practical effect  of  any  of the foregoing
and (ii) in the case of Securities, any purchase option, call or  similar right
of a third party with respect to such Securities.

             "LOAN" means a Term Loan, a Swing line Loan, a Revolving Loan, and
an Incremental Term Loan.

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

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

             "MATERIAL  REAL  ESTATE  ASSET"  means  (i) (a) any fee-owned Real
Estate Asset having a fair market value in excess of $1,000,000  as of the date
of  the  acquisition thereof and (b) all Leasehold Properties (x) used  in  the
operation   of  material  production  facilities  of  Company  or  any  of  its
Subsidiaries  or  (y) with respect to which the aggregate rental payments under
the term of the applicable  lease  exceed $1,000,000 per annum or (ii) any Real
Estate Asset that the Requisite Lenders  have  determined  is  material  to the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries, taken as a whole.

             "MERGER"  means  the  acquisition by Sponsors of substantially all
the outstanding Capital Stock of Holdings.

             "MERGER AGREEMENT" means  the  Agreement and Plan of Merger, dated
as  of  May  25, 2002, among GS Berry Acquisition  Corp.,  Sponsors,  Holdings,
Company, Sellers  (as defined therein) and Sellers' Representatives (as defined
therein), as in effect on the date hereof.

             "MERGER   FINANCING   REQUIREMENTS"  means  the  aggregate  amount
necessary to pay (i) the cash portion  of the consideration due to shareholders
of Holdings under the Merger Agreement,  (ii) the costs of prepaying, redeeming
or purchasing the Indebtedness of Holdings  and  Company  to  be  paid  on  the
Closing  Date  and thereafter pursuant to redemption notices to be delivered on

                                    25

<PAGE>

the Closing Date  and  (iii) all other Transaction Costs, in each of cases (i),
(ii) and (iii) in accordance with the Merger Agreement and Schedule 1.1.

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

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

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

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

             "NARRATIVE REPORT" means, with respect to the financial statements
for which such narrative  report is required, a narrative report describing the
operations  of  Holdings  and   its  Subsidiaries  in  the  form  prepared  for
presentation to senior management  thereof  for  the  applicable  month, Fiscal
Quarter  or  Fiscal  Year  and  for  the period from the beginning of the  then
current  Fiscal  Year  to  the  end of such  period  to  which  such  financial
statements relate.

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

             "NET CURRENT ASSETS" means, for  any  Person  as  at  any  date of
determination, the difference (which may be a negative number) between (i)  the
total  assets  of such Person that may properly be classified as current assets
in conformity with  GAAP,  excluding  Cash and Cash Equivalents, minus (ii) the
total liabilities of such Person that may  properly  be  classified  as current
liabilities in conformity with GAAP, excluding the current portion of long term
debt.

                                    26

<PAGE>
             "NET  INSURANCE/CONDEMNATION  PROCEEDS" means an amount equal  to:
(i) any  Cash  payments  or  proceeds  received  by  Holdings  or  any  of  its
Subsidiaries (a) under any insurance policy insuring  against loss or damage to
assets and property used in the business of Holdings or its Subsidiaries (other
than proceeds of business interruption insurance or any  other insurance policy
to  the extent such coverage compensates Company or its Subsidiaries  for  lost
revenue  or profits) or (b) as a result of the taking of any assets of Holdings
or any of  its  Subsidiaries  by  any  Person  pursuant to the power of eminent
domain, condemnation or otherwise, or pursuant to  a sale of any such assets to
a purchaser with such power under threat of such a taking,  minus (ii) (a) bona
fide direct reasonable costs and expenses incurred by Holdings  or  any  of its
Subsidiaries  in connection with the adjustment or settlement of any claims  of
Holdings or such  Subsidiary  in respect thereof (including reasonable fees and
expenses of professional advisors),  (b)  contractually  required  payments  of
Surviving  Capital  Leases,  Surviving  IRBs  and  Indebtedness  incurred under
Sections 6.1(g),  6.1(h),  6.1(j)  and  6.1(k),  in  each  case,  to the extent
incurred to finance the acquisition of property subject to such loss, taking or
sale,  and  (c)  any bona fide direct costs and expenses incurred in connection
with  any  sale of such  assets  as  referred  to  in  clause  (i)(b)  of  this
definition,  including  income taxes payable as a result of any gain recognized
in connection therewith, reasonable fees and expenses of professional advisors,
title and recordation expenses and reasonable indemnification reserves.

             "NEW LENDER"  means  any financial institution or other Person, in
each case, not a party to this Agreement,  which,  with  the consent of Company
and  Administrative  Agent (which consent shall not be unreasonably  withheld),
executes a New Lender  Supplement,  whereupon such Person shall become a Lender
for all purposes and to the same extent  as  if  originally  a party hereto and
shall  be  bound by and entitled to the benefits of this Agreement,  except  as
otherwise specifically provided herein.

             "NEW   LENDER   SUPPLEMENT"   means   a   New   Lender  Supplement
substantially in the form of Exhibit N.

             "NON-CONSENTING LENDER" as defined in Section 2.24.

             "NON-US LENDER" as defined in Section 2.21(c).

             "NOTE" means a Term Loan Note, a Swing Line Note,  an  Incremental
Term Loan Note or a Revolving Loan Note.

             "NOTICE"  means  a  Funding  Notice,  an  Issuance  Notice,  or  a
Conversion/Continuation Notice.

             "OBLIGATIONS" means all obligations of every nature of each Credit
Party  from  time  to  time  owed  to the Agents (including former Agents), the
Lenders or any Lender Counterparties,  under  any  Credit Document or Financial
Hedge Agreement (including, without limitation, with  respect  to  a  Financial
Hedge Agreement, obligations owed thereunder to any person who was a Lender  or
an Affiliate of a Lender at the time such Financial Hedge Agreement was entered

                                    27

<PAGE>
into),  whether  for principal, interest (including interest which, but for the
filing of a petition  in  bankruptcy  with  respect to such Credit Party, would
have accrued on any Obligation, whether or not  a claim is allowed against such
Credit  Party  for  such  interest  in  the  related  bankruptcy   proceeding),
reimbursement  of  amounts  drawn  under Letters of Credit, payments for  early
termination of Financial Hedge Agreements,  fees,  expenses, indemnification or
otherwise and all Obligations of each Credit Party under the Original Agreement
or the Existing Agreement that survive the amendment and restatement thereof in
accordance with its terms.

             "OBLIGEE GUARANTOR" as defined in Section 7.7.

             "ORIGINAL  AGREEMENT"  means  the Credit and  Guaranty  Agreement,
dated  as  of  July 22, 2002, by and among Holdings,  certain  Subsidiaries  of
Company as Guarantors, the Agents and various Lenders.

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

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

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

             "PERMITTED ACQUISITION" means any acquisition by Company or any of
its  Wholly-Owned  Guarantor  Subsidiaries,  whether  by  purchase,  merger  or
otherwise, of all or substantially all of the assets or Capital Stock of, or of
a business line or unit or a division of, any Person; provided,

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

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

                                    28
<PAGE>
                    (iii) in  the case of the acquisition of Capital  Stock  of
       any Person, (A) at least  80%  on a fully-diluted basis of each class of
       the Capital Stock acquired or otherwise  issued  by  such  Person or any
       newly  formed  Subsidiary of Company in connection with such acquisition
       shall be owned beneficially  and  as  of  record by Company or a Wholly-
       Owned Guarantor Subsidiary thereof, and all  other  such  Capital  Stock
       shall  be  owned  beneficially and as of record by one or more officers,
       directors, employees  or  founders of such Person, and (B) Company shall
       have taken, or caused to be  taken, as of the date such Person becomes a
       Subsidiary, each of the actions  set  forth  in  Sections 5.10  and/or
       5.11, as applicable;

                    (iv)  Holdings  and its Subsidiaries shall be in compliance
       with the financial covenants set forth in Section 6.8 as of the later of
       (x) March  30,  2002  and  (y) the last day of the  most  recent  Fiscal
       Quarter for which quarterly  financial statements have been delivered to
       the Lenders pursuant to Section 5.1(b), on a pro forma basis after
       giving effect to the Permitted Acquisition as a Subject  Transaction  in
       accordance with Section 6.8;

                    (v)   Company shall have delivered to Administrative  Agent
       (for  distribution  to  each  Lender upon request) at least ten Business
       Days prior to such proposed acquisition:

                          (A)    solely  in  the  case  of  an  acquisition  in
             respect  of  which  the  aggregate amount of Permitted Acquisition
             Expenses exceed, $20,000,000,  a Compliance Certificate evidencing
             compliance with Section 6.8  as required under clause (iv) above;

                          (B)    a certificate  of  the Chief Financial Officer
             of Holdings certifying that the unused and  available  portion  of
             Revolving  Commitments  will  exceed $30,000,000 as of the date of
             the consummation of such acquisition, after giving effect thereto;

                          (C)    all  relevant   financial   information   with
             respect  to  such  acquired assets, including, without limitation,
             the aggregate consideration  for  such  acquisition  and any other
             information   required   to   demonstrate   compliance  with  this
             Agreement; and

                          (D)    such information and due  diligence  materials
             relating  to  environmental  matters  as  may  be  required  under
             Section 5.9(a)(iv) or as may be otherwise reasonably requested  by
             the Administrative Agent; and

                    (vi)  any Person, assets or business line, unit or division
       as acquired in accordance herewith shall be in a business  or  lines  of
       business permitted for Company under Section 6.13; and

                                    29

<PAGE>

                    (vii) in  the case of a direct or indirect acquisition of a
       Foreign  Subsidiary or any  assets,  business  line,  unit  or  division
       located outside the United States of America, on a pro forma basis after
       giving effect  to  such  acquisition  as  of  the last day of the Fiscal
       Quarter recently ended, Domestic Subsidiaries account  for  (A) at least
       80%  of  the  consolidated  assets  of Holdings and its Subsidiaries  of
       Holdings (including Company) as of the  last  day  of the Fiscal Quarter
       recently  ended  and  (B) at least 80% of the consolidated  revenues  of
       Holdings and its Subsidiaries  for  the  last  four full Fiscal Quarters
       recently ended;

provided, no acquisition of assets, Capital Stock, a business line or unit or a
division  of  any Person shall constitute a Permitted Acquisition  unless  made
with the consent of such Person's board of directors or similar governing body.

             "PERMITTED ACQUISITION EXPENSES" means Cash (a) consideration paid
by Company or any  of  its wholly-owned Subsidiaries to acquire assets, Capital
Stock or a business line  or  unit  or  division in connection with a Permitted
Acquisition made in accordance with Section 6.9(d), (b)  bona fide direct costs
and expenses incurred as a result of a Permitted Acquisition  (including  costs
and expenses related to the  shutdown of facilities and employee severance)  to
the extent  such  costs and expenses (i) are capitalized as part of the cost of
the Permitted Acquisition  in the consolidated financial statements of Holdings
and (ii) are paid by Company  or  its  Subsidiaries  no more than 180 days from
the  date  of  such  Permitted  Acquisition, and (c) bona fide direct costs and
expenses  paid  in  connection   with  such  Permitted  Acquisition,  including
reasonable   brokerage  or   selling  commissions  and  fees  and  expenses  of
professional  advisors  and  any  title and recordation expenses,  provided, no
Restricted Junior Payment shall constitute a Permitted Acquisition Expense.

             "PERMITTED  ADJUSTMENTS"  means,   with  respect  to  any  Subject
Transactions, pro forma adjustments arising out of  events  which  are directly
attributable  to such Subject Transactions, are factually supportable  and  are
expected  to have  a  continuing  impact,  which  would  include  cost  savings
resulting  from  head  count  reduction,  closure  of  facilities  and  similar
restructuring  charges and raw material and other cost savings, which pro forma
adjustments are  certified by the Chief Financial Officer of Holdings and which
are determined (i)  on  a  basis  consistent  with Article 11 of Regulation S-X
promulgated under the Securities Act and as interpreted  by  the  staff  of the
Securities and Exchange Commission or (ii) solely in the case of additional pro
forma  adjustments  to Consolidated Adjusted EBITDA in an aggregate amount (for
all Subject Transactions  during  the period of determination and together with
any adjustments to Consolidated Adjusted  EBITDA pursuant to Section 6.8(d)(ii)
for  the same period) not to exceed 7.5% of  pro  forma  Consolidated  Adjusted
EBITDA  (as  reformulated) for the period of determination, on such other basis
as may be certified  by  the  Chief  Financial  Officer  of  Holdings  to be in
compliance with the requirements of this definition.

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

                                    30

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

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

             "PRIME  RATE" means the rate  of  interest  per  annum  that  GSCP
announces from time to  time  as its prime lending rate, as in effect from time
to time.  The Prime Rate is a reference rate and does not necessarily represent
the lowest or best rate actually  charged  to  any customer.  GSCP or any other
Lender may make commercial loans or other loans  at rates of interest at, above
or below the Prime Rate.

             "PRINCIPAL OFFICE" means, for each of  Administrative Agent, Swing
Line Lender and Issuing Bank, such Person's "Principal  Office" as set forth on
Appendix B, or such other office as such Person may from time to time designate
in writing to Company, Administrative Agent and each Lender.

             "PROJECTIONS" as defined in Section 4.9.

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

             "REAL ESTATE ASSET" means,  at  any  time  of  determination,  any
interest  (fee,  leasehold  or otherwise) then owned by any Credit Party in any
real property.

             "RECORD DOCUMENT"  means,  with respect to any Leasehold Property,
(i) the  lease  evidencing such Leasehold Property  or  a  memorandum  thereof,

                                    31

<PAGE>

executed and acknowledged  by  the  owner  of  the  affected  real property, as
lessor, or (ii) if such Leasehold Property was acquired or subleased  from  the
holder  of a Recorded Leasehold Interest, the applicable assignment or sublease
document,  executed  and  acknowledged  by  such  holder,  in each case in form
sufficient to give such constructive notice upon recordation  and  otherwise in
form reasonably satisfactory to Collateral Agent.

             "RECORDED  LEASEHOLD  INTEREST"  means  a Leasehold Property  with
respect to which a Record Document has been recorded in all places necessary or
desirable, in Administrative Agent's reasonable judgment,  to give constructive
notice of such Leasehold Property to third-party purchasers  and  encumbrancers
of the affected real property.

             "REFINANCING  COSTS" means reasonable costs and expenses  incurred
by Company prior to the Effective  Date  in  connection  with  the preparation,
execution and delivery of this Agreement and related documents.

             "REFUNDED SWING LINE LOANS" as defined in Section 2.5(b)(iv).

             "REGISTER" as defined in Section 2.8(b).

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

             "RELATED AGREEMENTS" means, collectively, the Merger Agreement and
the Senior Subordinated Note Documents.

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

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

             "REPLACEMENT LENDER" as defined in Section 2.24.

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

                                    32
<PAGE>
               "REQUISITE  LENDERS" means one or more Lenders having or holding
Term Loan Exposure, Revolving  Loan  Exposure or Incremental Term Loan Exposure
and  representing more than 50% of the  sum  of  (i) the  aggregate  Term  Loan
Exposure  of  all  Lenders, (ii) the aggregate Revolving Exposure and (iii) the
aggregate Incremental Term Loan Exposure of all Lenders.

             "RESTRICTED  JUNIOR  PAYMENT"  means,  in  respect  of  any Person
(i) any dividend or other distribution, direct or indirect, on account  of  any
Capital Stock of such Person now or hereafter outstanding; (ii) any redemption,
retirement,  sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any Capital Stock of such Person now or hereafter
outstanding; (iii) any  payment  made to retire, or to obtain the surrender of,
any outstanding warrants, options  or  other  rights  to  acquire shares of any
Capital Stock of such Person now or hereafter outstanding;  (iv) management  or
similar  fees  payable to Sponsors or any of its Affiliates and (v) any payment
or prepayment of  principal of, premium, if any, or interest on, or redemption,
purchase, retirement,  defeasance (including in-substance or legal defeasance),
sinking fund or similar  payment with respect to any Subordinated Indebtedness,
in each of cases (i) through  (v)  except  a dividend, distribution, payment or
prepayment payable solely in Capital Stock of such Person.

             "REVOLVING COMMITMENT" means the commitment of a Lender to make or
otherwise fund any Revolving Loan and to acquire  participations  in Letters of
Credit  hereunder  and  "REVOLVING COMMITMENTS" means such commitments  of  all
Lenders in the aggregate.  The amount of each Lender's Revolving Commitment, if
any, is set forth on Appendix  A-3  or  in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant  to  the  terms  and conditions
hereof.   The  aggregate amount of the Revolving Commitments as of the  Closing
Date was, and as of the Effective Date will be $100,000,000.

             "REVOLVING  COMMITMENT  PERIOD"  means the period from the Closing
Date to but excluding the Revolving Commitment Termination Date.

             "REVOLVING COMMITMENT TERMINATION  DATE"  means  the  earliest  to
occur  of  (i) July  22,  2008,  (ii)   the  date the Revolving Commitments are
permanently reduced to zero pursuant to Section 2.14(b) or 2.15, and (iii)  the
date of the termination of the Revolving Commitments pursuant to Section 8.1.

             "REVOLVING EXPOSURE" means, with  respect  to any Lender as of any
date   of  determination,  (i) prior  to  the  termination  of  the   Revolving
Commitments, that Lender's Revolving Commitment; and (ii) after the termination
of  the Revolving  Commitments,  the  sum  of  (a)  the  aggregate  outstanding
principal  amount  of  the  Revolving  Loans  of that Lender, (b) the aggregate
amount  of  all participations by that Lender in  any  outstanding  Letters  of
Credit or any  unreimbursed drawing under any Letter of Credit, (c) in the case

                                    33

<PAGE>
of Swing Line Lender,  the  aggregate outstanding principal amount of all Swing
Line Loans (net of any participations  therein  by  other Lenders), and (d) the
aggregate  amount  of  all  participations  therein  by  that   Lender  in  any
outstanding Swing Line Loans.

             "REVOLVING LOAN" means a Loan made by a Lender to Company pursuant
to Section 2.3.

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

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

             "SECURED  PARTIES"  has  the  meaning assigned to that term in the
Pledge and Security Agreement.

             "SECURITIES"  means  any  stock,  shares,  partnership  interests,
voting trust certificates, certificates of interest  or  participation  in  any
profit-sharing  agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences  of  indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in  general  any  instruments  commonly  known as
"securities"  or  any  certificates  of  interest,  shares or participations in
temporary or interim certificates for the purchase or  acquisition  of,  or any
right to subscribe to, purchase or acquire, any of the foregoing.

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

             "SELLERS"  means  Atlantic Equity Partners International II, L.P.,
J.P. Morgan Partners (SBIC), LLC,  BPC  Equity,  LLC  and  certain  members  of
Company's management.

             "SENIOR SUBORDINATED NOTE DOCUMENTS" means the Senior Subordinated
Note  Indenture and the Senior Subordinated Notes, as each such document may be
amended,  restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.16.

             "SENIOR  SUBORDINATED NOTE INDENTURE" means the indenture pursuant
to which the Senior Subordinated Notes will be issued, in the form delivered to
the Agents and Lenders  prior  to  the  Closing Date, as any such indenture may
thereafter be amended, restated, supplemented  or  otherwise modified from time
to time to the extent permitted under Section 6.16.

             "SENIOR SUBORDINATED NOTES" means the Senior Subordinated Notes of
Company  in the aggregate principal amount not to exceed  $440,000,000  at  any

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<PAGE>
time outstanding  (plus  (i) any  such  notes  issued as payment of interest on
Senior Subordinated Notes and (ii) any additional  subordinated notes issued as
permitted by clause (ii) or (iii) of Section 6.1(c)) and issued pursuant to the
Senior Subordinated Note Indenture, with such changes  thereto when executed as
are  permitted under  Section 6.16 and as such notes may thereafter be  amended,
restated, supplemented or otherwise  modified  from  time to time to the extent
permitted under Section 6.16.

             "SOLVENCY CERTIFICATE" means a Solvency Certificate  of  the Chief
Financial Officer of Holdings substantially in the form of Exhibit G-2.

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

             "SPONSORS" means any of GS Capital Partners 2000, L.P., GS Capital
Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co., Beteiligungs
KG, GS Capital Partners 2000 Employee Fund, L.P., Stone Street Fund 2000, L.P.,
J.P. Morgan Partners (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P.,
J.P. Morgan Partners  Global  Investors  (Cayman),  L.P.,  J.P. Morgan Partners
Global  Investors (Cayman) II, L.P., J.P. Morgan Partners Global  Investors  A,
L.P. and other strategic investors acceptable to Syndication Agent.

             "STOCKHOLDER AGREEMENTS" means (i) a stockholders agreement, dated
as of the Closing Date, among Holdings and the Sponsors and (ii) a stockholders
agreement,  dated  as of the Closing Date, among Holdings and certain employees
of Holdings and its Subsidiaries parties thereto.

             "SUBJECT TRANSACTION" as defined in Section 6.8(d).

             "SUBORDINATED  INDEBTEDNESS"  means  the Senior Subordinated Notes
and  any other Indebtedness that is subordinate in right  of  payment  and  all
other  respects  to  the  Obligations  on  subordination terms that are no less
favorable to the Agents or Lenders in any respect  than  the  subordination and
related terms set forth in the Senior Subordinated Note Documents  as in effect
on the date hereof.

                                    35
<PAGE>
             "SUBSIDIARY"  means,  with respect to any Person, any corporation,
partnership, limited liability company,  association,  joint  venture  or other
business  entity of which more than 50% of the total voting power of shares  of
stock or other  ownership  interests entitled (without regard to the occurrence
of any contingency) to vote  in  the election of the Person or Persons (whether
directors, managers, trustees or other  Persons  performing  similar functions)
having  the  power  to  direct  or  cause  the direction of the management  and
policies thereof is at the time owned or controlled, directly or indirectly, by
that  Person  or one or more of the other Subsidiaries  of  that  Person  or  a
combination thereof;  provided,  in  determining  the  percentage  of ownership
interests of any Person controlled by another Person, no ownership interest  in
the  nature  of a "qualifying share" of the former Person shall be deemed to be
outstanding.

             "SURVIVING  CAPITAL  LEASES"  mean,  as of the Effective Date, the
Capital Leases of Company in an aggregate amount not  to  exceed $23,500,000 as
designated in Schedule 6.1(g).

             "SURVIVING INDEBTEDNESS" means the Surviving Capital  Leases,  the
Surviving  IRBs,  and  any  of the 2004 Notes and the 2006 Notes, in each case,
that remain outstanding as of  the Closing Date, as disclosed in and subject to
the terms and conditions of Schedule 6.1(g).

             "SURVIVING IRBS" means  the  Nevada  Industrial Revenue Bonds (the
"IRBS") of Company that survive the consummation of  the Merger in an aggregate
amount not to exceed $3,000,000 as designated in Schedule 6.1(g).

             "SWING LINE LENDER" as defined in the preamble.

             "SWING  LINE  LOAN"  means  a Loan made by Swing  Line  Lender  to
Company pursuant to Section 2.3.

             "SWING  LINE  NOTE"  means  a  promissory  note  in  the  form  of
Exhibit B-4, as it may be amended, supplemented or otherwise modified from time
to time.

             "SWING LINE SUBLIMIT" means the  lesser  of  (i)  $10,000,000, and
(ii) the aggregate unused amount of Revolving Commitments then in effect.

             "SYNDICATION AGENT" as defined in the preamble.

             "TAX"  means  any  present  or  future  tax,  levy, impost,  duty,
assessment,  charge, fee, deduction or withholding of any nature  and  whatever
called, by any  Governmental  Authority,  on  whomsoever  and wherever imposed,
levied,  collected,  withheld or assessed; provided, "Tax on  the  overall  net
income" of a Person shall  be  construed as a reference to a tax imposed by the
jurisdiction in which that Person  is  organized  or  in  which  that  Person's
applicable  principal  office  (and/or,  in  the  case of a Lender, its lending
office) is located or in which that Person (and/or,  in  the  case of a Lender,
its lending office) is deemed to be doing business on all or part  of  the  net

                                    36

<PAGE>

income,  profits  or  gains (whether worldwide, or only insofar as such income,
profits or gains are considered  to  arise  in  or  to  relate  to a particular
jurisdiction,  or otherwise) of that Person (and/or, in the case of  a  Lender,
its applicable lending office).

             "TERM  LOAN"  means a Loan made by a Lender to Company pursuant to
Section 2.1.

             "TERM LOAN COMMITMENT" means the commitment of a Lender to make or
otherwise fund any Term Loan  hereunder, and "TERM LOAN COMMITMENTS" means such
commitments of all Lenders in the  aggregate.  The amount of each Lender's Term
Loan Commitment, if any, is set forth in Appendix A-1.  The aggregate Term Loan
Commitments shall equal $365,525,000.

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

             "TERM LOAN INSTALLMENT" as defined in Section 2.13(a).

             "TERM LOAN INSTALLMENT DATE" as defined in Section 2.13(a).

             "TERM  LOAN  LENDER" means each financial  institution  listed  on
Appendix A-1.

             "TERM LOAN MATURITY  DATE"  means  the earlier of (i) the July 22,
2010 and (ii) the date that all Term Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.

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

             "TERMINATED LENDER" as defined in Section 2.24.

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

             "TRANSACTION COSTS" means the fees, costs and expenses  payable by
Holdings,  Company  or  any  of Company's Subsidiaries on or before the Closing
Date in connection with the transactions  contemplated  by the Credit Documents
and the Related Agreements.

                                    37
<PAGE>
             "TYPE  OF  LOAN" means (i) with respect to either  Term  Loans  or
Revolving Loans, a Base Rate  Loan  or  a  Eurodollar  Rate Loan, and (ii) with
respect to Swing Line Loans, a Base Rate Loan.

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

             "UNADJUSTED EURODOLLAR RATE COMPONENT" means that component of the
interest costs to Company in respect of a Eurodollar Rate  Loan  that  is based
upon  the  rate  obtained  pursuant to clause (i) of the definition of Adjusted
Eurodollar Rate.

             "UNCOMPLETED ACQUISITION  COSTS"  means,  for  the  purpose of the
calculation  set  forth  in  Section 6.8(d)(ii), aggregate out-of-pocket  fees,
costs and expenses incurred by Company in connection with one or more proposed,
but uncompleted Permitted Acquisitions.

             "US LENDER" means  each  Lender that is a United States Person (as
such term is defined in Section 7701(a)(30)  of  the Internal Revenue Code) for
U.S. federal income tax purposes.

             "VOTING STOCK" of a Person means all  classes  of Capital Stock or
other  interests  of  such Person then outstanding which are normally  entitled
(without regard to the  occurrence  of any contingency) to vote in the election
of directors, managers or trustees thereof.

             "WHOLLY-OWNED" means, in  respect of any Subsidiary of any Person,
that all Capital Stock of such Subsidiary  (other  than  Capital  Stock  in the
nature  of  directors'  qualifying  shares required by applicable law) is owned
beneficially  and  as  of  record  by such  Person  or  one  more  Wholly-Owned
Subsidiaries of such Person.

       1.2.  ACCOUNTING TERMS.  Except  as otherwise expressly provided herein,
all  accounting terms not otherwise defined  herein  shall  have  the  meanings
assigned  to  them  in  conformity  with  GAAP  as in effect from time to time;
provided, if Company notifies Administrative Agent  that  Company  requests  an
amendment  to  any  provision  hereof  to  eliminate  the  effect of any change
occurring after the date hereof in GAAP or in the application  thereof  to  the
operation  of  such  provisions, regardless of whether any such notice is given
before or after such change  in  GAAP  or in the application thereof, then such
provision shall be interpreted on the basis  of  GAAP  in  effect  and  applied
immediately  before  such  change shall have become effective until such notice
shall have been withdrawn or  such  provision  amended  in accordance herewith.
Subject  to  the  foregoing, calculations in connection with  the  definitions,
covenants and other  provisions  hereof shall utilize accounting principles and
policies in conformity with those  used  to  prepare  the  Historical Financial
Statements.

       1.3.  INTERPRETATION, ETC.  Any of the terms defined  herein may, unless
the  context  otherwise  requires,  be  used  in  the  singular or the  plural,

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<PAGE>

depending  on  the  reference.   References  herein  to any Section,  Appendix,
Schedule  or  Exhibit  shall be to a Section, an Appendix,  a  Schedule  or  an
Exhibit, as the case may  be,  hereof  unless  otherwise specifically provided.
The use herein of the word "include" or "including", when following any general
statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or  not nonlimiting language (such
as "without limitation" or "but not limited to" or  words of similar import) is
used with reference thereto, but rather shall be deemed  to  refer to all other
items or matters that fall within the broadest possible scope  of  such general
statement,  term  or  matter.   Except as otherwise specifically provided,  all
reference  herein  to any Person shall  mean  such  Person  and  its  permitted
successors and assigns and all references herein to any document, instrument or
agreement  shall mean  such  document,  instrument  or  agreement  as  amended,
supplemented  or  modified  from  time to time, to the extent not prohibited by
this Agreement.


SECTION 2.     LOANS AND LETTERS OF CREDIT

       2.1.  TERM LOANS.

             (a)    Loan Commitments.   Subject  to  the  terms  and conditions
hereof,  each  Lender severally agrees to make, on the Effective Date,  a  Term
Loan to Company  in  an  amount  equal  to  such Lender's Term Loan Commitment.
Company may make only one borrowing under each  Lender's  Term  Loan Commitment
which shall be on the Effective Date.  Any amount borrowed  under  this Section
2.1(a) and  subsequently  repaid or  prepaid may not be reborrowed.  Subject to
Sections 2.14(a) and 2.15, all amounts owed hereunder with  respect to the Term
Loans shall be paid in full  no  later  than the Term Loan Maturity Date.  Each
Lender's Term Loan Commitment shall terminate  immediately  and without further
action  on  the  Effective  Date  after  giving  effect  to the funding of such
Lender's Term Loan Commitment on such date.

             (b)    Borrowing Mechanics for Term Loans.

                    (i)   Company shall deliver to Administrative Agent a fully
       executed Funding Notice no later than 11:00 a.m. (New York City time) on
       (A) in the case of  Base Rate Loans, the day prior to the Effective Date
       and (B) in the case of  Eurodollar  Loans,  the  third  day prior to the
       Effective Date.  Promptly upon receipt by Administrative  Agent  of such
       certificate,  Administrative  Agent  shall  notify  each  Lender  of the
       proposed borrowing.

                    (ii)  Each  Lender  shall  make  its Term Loan available to
       Administrative Agent not later than 12:00 p.m.  (New  York City time) on
       the Effective Date, by wire transfer of same day funds  in  Dollars,  at
       Administrative Agent's Principal Office.  Upon satisfaction or waiver of
       the  conditions  precedent  specified herein, Administrative Agent shall
       make  the  proceeds  of the Term  Loans  available  to  Company  on  the

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<PAGE>
       Effective Date by causing  an  amount of same day funds in Dollars equal
       to the proceeds of all such Loans  received by Administrative Agent from
       Lenders  to  be credited to the account  of  Company  at  Administrative
       Agent's Principal  Office  or to such other account as may be designated
       in writing to Administrative Agent by Company.


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<PAGE>
       2.2.  INCREMENTAL TERM LOANS.   Company  and  any one or more Lenders or
New Lenders may from time to time agree that such Lenders  shall  make  one  or
more  Incremental  Term Loans, which shall constitute Loans for all purposes of
this Agreement, by executing  and  delivering  to  the  Administrative Agent an
Incremental  Term Loan Notice, substantially in the form of  Exhibit  A-4,  not
less than 10 Business  Days  prior  to  the  Applicable  Incremental  Term Loan
Closing  Date,  specifying  (i) the  principal  amount of such Incremental Term
Loan,  (ii) the  applicable  Incremental  Term  Loan  Closing  Date,  (iii) the
applicable Incremental Term Loan Maturity Date, (iv) the  amortization schedule
for  such  Incremental  Term  Loan  and  (v) the  Applicable  Margin  for  such
Incremental Term Loan; provided that, (A) after giving pro forma  effect to the
making  of  such  Incremental  Term  Loan and any Permitted Acquisition  to  be
financed with the proceeds thereof, the  Leverage  Ratio  shall be less than or
equal  to  3.00:1.00 (calculated in accordance with Section 6.8(d)(ii)  and  in
such a manner as to exclude from Consolidated Total Debt any Indebtedness which
is not secured by a Lien or which by its terms ranks junior in right of payment
to that of the  Lenders  under  this  Agreement),  (B)  no  Default or Event of
Default has occurred and is continuing or would result after  giving  effect to
the  making  of  such  Incremental Term Loan or the application of the proceeds
therefrom, (C) the calculation  of interest in respect of such Incremental Term
Loan as set forth in the applicable  Incremental  Term  Loan Notice is based on
the Base Rate or the Eurodollar Rate as defined substantially in this Agreement
and  the  maximum  Applicable Margin in respect of such Incremental  Term  Loan
shall not be greater  than 0.50% above the Applicable Margin then in effect, or
which could be in effect  under  any  set  of circumstances thereafter, for the
Term Loan, (D) such Incremental Term Loan shall  otherwise be on the same terms
and  conditions  as those generally applicable to the  Loans  made  under  this
Agreement, (E) the  aggregate  principal amount outstanding of Incremental Term
Loans pursuant to this Section 2.2 after giving effect to such Incremental Term
Loan shall not exceed $150,000,000,  (F)  each borrowing of an Incremental Term
Loan  pursuant  to  this  Section 2.2 shall be  in  a  minimum  amount  of  (I)
$25,000,000 or (II) the difference of $150,000,000 and the sum of the aggregate
principal  amount of all Incremental  Term  Loans  then  outstanding,  (G)  the
average weighted  maturity  of  all  Incremental  Term Loans outstanding, after
giving  effect  to  such Incremental Term Loan, shall  not  be  less  than  the
remaining term of the  Term  Loan  (H)  any Incremental Term Loan Maturity Date
shall be on or after the Term Loan Maturity  Date  and  (I) the Chief Financial
Officer of each of Holdings and Company shall have executed  and  delivered  to
the Administrative Agent on the Incremental Term Loan Closing Date an officer's
certificate certifying compliance with the requirements of this Section 2.2.

       2.3.  REVOLVING LOANS.

             (a)    Revolving  Commitments.   During  the  Revolving Commitment
Period,  subject  to  the  terms  and conditions hereof, each Lender  severally
agrees to make Revolving Loans to Company in the aggregate amount up to but not
exceeding such Lender's Revolving Commitment;  provided, after giving effect to
the making of any Revolving Loans in no event shall  the  Total  Utilization of

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<PAGE>
Revolving Commitments exceed the Revolving Commitments then in effect.  Amounts
borrowed pursuant to this Section 2.3 may be repaid and reborrowed  during  the
Revolving  Commitment  Period.  Each Lender's Revolving Commitment shall expire
on the Revolving Commitment  Termination  Date  and all Revolving Loans and all
other  amounts  owed  hereunder with respect to the  Revolving  Loans  and  the
Revolving Commitments shall be paid in full no later than such date.

             (b)    Borrowing Mechanics for Revolving Loans.

                    (i)   Except pursuant to Section 2.4(d)and 2.5(b)(iv),
       Revolving Loans that are Base Rate Loans  shall be made  in an aggregate
       minimum amount of $1,000,000 and  integral  multiples  of  $1,000,000 in
       excess  of  that amount, and Revolving Loans  that  are Eurodollar  Rate
       Loans shall be in an aggregate minimum amount of $5,000,000 and integral
       multiples  of $1,000,000 in excess of that amount.

                    (ii)  Whenever Company  desires that Lenders make Revolving
       Loans,Company shall deliver (subject to Section 3.2(b))to Administrative
       Agent a fully executed and delivered Funding Notice no later  than 11:00
       a.m. (New York City time) at least three Business Days in advance of the
       proposed Credit Date in the case of a Eurodollar Rate Loan, and at least
       one Business Day in advance of the proposed Credit Date in the case of a
       Revolving  Loan  that is a Base Rate Loan.  Except as otherwise provided
       herein, a Funding  Notice for a Revolving Loan that is a Eurodollar Rate
       Loan  shall be irrevocable  on  and  after  the  related  Interest  Rate
       Determination  Date,  and  Company shall be bound to make a borrowing in
       accordance therewith.

                    (iii) Notice of  receipt  of each Funding Notice in respect
       of Revolving Loans, together with the amount  of  each Lender's Pro Rata
       Share thereof, if any, together with the applicable interest rate, shall
       be  provided  by  Administrative  Agent  to  each applicable  Lender  by
       telefacsimile with reasonable promptness, but  (provided  Administrative
       Agent  shall  have  received  such  notice by 11:00 a.m. (New York  City
       time)) not later than 3:00 p.m. (New  York City time) on the same day as
       Administrative Agent's receipt of such Funding Notice from Company.

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

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<PAGE>

       2.4.  ISSUANCE  OF  LETTERS  OF  CREDIT  AND  PURCHASE OF PARTICIPATIONS
THEREIN.

             (a)    General.   Subject to the terms and  conditions  set  forth
herein, Company (or any other Credit  Party, so long as Company is a co-obligor
or co-applicant in respect of each Letter  of  Credit issued for the account of
such other Credit Party on terms reasonably acceptable  to Administrative Agent
and Issuing Bank) may request the issuance of Letters of  Credit  for  its  own
account,  such  Letter  of  Credit  to  be  in  a form reasonably acceptable to
Administrative Agent and Issuing Bank, at any time and from time to time during
the Revolving Commitment Period.  In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement  submitted by Company to, or
entered into by Company with, Issuing Bank relating to  any  Letter  of Credit,
the terms and conditions of this Agreement shall control.

             (b)    Notice of Issuance, Amendment, Renewal, Extension;  Certain
Conditions.   To  request the issuance of a Letter of Credit (or the amendment,
renewal or extension  of  an  outstanding Letter of Credit), Company shall hand
deliver or telecopy (or transmit  by  electronic communication, if arrangements
for  doing  so  have  been  approved  by Issuing  Bank)  to  Issuing  Bank  and
Administrative Agent (reasonably, but in  any  case at least two Business Days,
in advance of the requested date of issuance, amendment,  renewal or extension)
a fully executed Issuance Notice requesting the issuance of a Letter of Credit,
or  identifying the Letter of Credit to be amended, renewed  or  extended,  and
specifying  the  date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section 2.4), the amount of such Letter
of Credit, the name  and  address  of  the  beneficiary  thereof and such other
information  as  shall  be necessary to prepare, amend, renew  or  extend  such
Letter of Credit.  If requested  by  Issuing  Bank, Company also shall submit a
letter of credit application on Issuing Bank's standard form in connection with
any  request  for  a Letter of Credit.  A Letter of  Credit  shall  be  issued,
amended, renewed or  extended only if (and upon issuance, amendment, renewal or
extension of each Letter  of  Credit  Company  shall be deemed to represent and
warrant  that),  after giving effect to such issuance,  amendment,  renewal  or
extension (i) the  Letter of Credit Usage shall not exceed the Letter of Credit
Sublimit and (ii) the  Total  Utilization  of  Revolving  Commitments shall not
exceed the Revolving Commitments then in effect.  All Letters  of  Credit shall
be denominated in Dollars and the stated amount of each Letter of Credit  shall
not  be  less  than  $100,000 or such lesser amount as is acceptable to Issuing
Bank in its sole discretion.

             (c)    Expiration  Date.  Each Letter of Credit shall expire at or
prior to the close of business on  the  earlier  of (i) the date one year after

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<PAGE>
the date of the issuance of such Letter of Credit  (or,  in  the  case  of  any
renewal  or  extension  thereof,  one year after such renewal or extension) and
(ii) the date that is five Business  Days  prior  to  the  Revolving Commitment
Termination Date.

             (d)    Participations.  By the issuance, renewal or extension of a
Letter of Credit (or an amendment to a Letter of Credit increasing  the  amount
thereof)  and  without  any  further  action on the part of Issuing Bank or the
Lenders, Issuing Bank hereby grants to  each  Lender,  and  each  Lender hereby
acquires from Issuing Bank, a participation in such Letter of Credit  equal  to
such Lender's Pro Rata Share (with respect to the Revolving Commitments) of the
aggregate  amount  available  to  be  drawn  under  such  Letter of Credit.  In
consideration  and  in  furtherance  of  the  foregoing,  each  Lender   hereby
absolutely  and unconditionally agrees to pay to Administrative Agent, for  the
account of Issuing  Bank,  such  Lender's  Pro  Rata Share (with respect to the
Revolving Commitments) of each Letter of Credit Disbursement  made  by  Issuing
Bank and not reimbursed by Company on the date due as provided in paragraph (e)
of  this  Section,  or of any reimbursement payment required to be refunded  to
Company  for  any  reason.   Each  Lender  acknowledges  and  agrees  that  its
obligation to acquire  participations  pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional  and  shall  not be affected by
any circumstance whatsoever, including any amendment, renewal  or  extension of
any  Letter  of  Credit  or  the  occurrence  and  continuance of a Default  or
reduction or termination of the Commitments, and that  each  such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

             (e)    Reimbursement.  If Issuing Bank shall make  any  Letter  of
Credit  Disbursement  in respect of a Letter of Credit, Company shall reimburse
such Letter of Credit Disbursement  by paying to Administrative Agent an amount
equal to such Letter of Credit Disbursement  not later than 2:30 p.m., New York
City  time, on the date that such Letter of Credit  Disbursement  is  made,  if
Company  shall have received notice of such Letter of Credit Disbursement prior
to 10:00 a.m.,  New  York  City  time, on such date, or, if such notice has not
been received by Company prior to  such  time on such date, then not later than
2:30 p.m., New York City time, on (i) the  Business  Day  that Company receives
such  notice,  if such notice is received prior to 10:00 a.m.,  New  York  City
time, on the day of receipt, or (ii) the Business Day immediately following the
day that Company  receives such notice, if such notice is not received prior to
such  time on the day  of  receipt;  provided,  Company  may,  subject  to  the
conditions  to  borrowing  set forth herein, request in accordance with Section
2.3 or Section 2.5 that such  payment be financed with a Revolving Loan that is
a Base Rate Loan or a Swing Line  Loan  in  an  equivalent  amount  and, to the
extent  so  financed,  Company's  obligation  to  make  such  payment  shall be
discharged and replaced by the resulting Revolving Loan or Swing Line Loan.  If
Company fails to make such payment when due, Administrative Agent shall  notify
each  Lender  of the applicable Letter of Credit Disbursement, the payment then
due from Company  in  respect thereof and such Lender's Pro Rata Share thereof.
Following receipt of such notice, each Lender shall pay to Administrative Agent
its Pro Rata Share of the  payment then due from Company, in the same manner as
provided in Section 2.5 with respect to Loans  made by such Lender (and Section
2.5 shall apply, mutatis mutandis, to the payment obligations  of the Lenders),

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<PAGE>
and  Administrative  Agent shall promptly  pay  to Issuing Bank the amounts so
received by it from the Lenders.  Promptly following receipt by Administrative
Agent of any payment from Company pursuant  to  this paragraph, Administrative
Agent shall distribute  such  payment  to  Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph  to   reimburse  Issuing
Bank, then to such Lenders and Issuing Bank as their interests may appear. Any
payment  made by a Lender pursuant to this paragraph to reimburse Issuing Bank
for any Letter of Credit Disbursement (other  than  the  funding  of Revolving
Loans as contemplated above) shall not constitute a Loan and shall not relieve
Company of its obligation to reimburse such Letter of Credit Disbursement.

             (f)    Obligations   Absolute.    The   Company's   obligation  to
reimburse Letter of Credit Disbursements as provided in paragraph (e)  of  this
Section  shall  be  absolute,  unconditional  and  irrevocable,  and  shall  be
performed strictly in accordance with the terms of this Agreement under any and
all  circumstances  whatsoever  and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit  or  this  Agreement,  or  any  term  or
provision therein, (ii) any draft or other document presented under a Letter of
Credit  proving  to  be  forged,  fraudulent  or  invalid in any respect or any
statement therein being untrue or inaccurate in any  respect,  (iii) payment by
Issuing Bank under a Letter of Credit against presentation of a  draft or other
document that does not comply with the terms of such Letter of Credit,  or (iv)
any  other  event or circumstance whatsoever, whether or not similar to any  of
the foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable  discharge  of,  or  provide  a  right  of  setoff  against,
Company's obligations hereunder.  Neither Administrative Agent, the Lenders nor
Issuing  Bank,  nor  any  of  their  Affiliates,  shall  have  any liability or
responsibility by reason of or in connection with the issuance or  transfer  of
any  Letter  of Credit or any payment or failure to make any payment thereunder
(irrespective  of  any  of  the  circumstances  referred  to  in  the preceding
sentence),  or any error, omission, interruption, loss or delay in transmission
or delivery of  any  draft,  notice or other communication under or relating to
any  Letter of Credit (including  any  document  required  to  make  a  drawing
thereunder),  any error in interpretation of technical terms or any consequence
arising from causes  beyond  the  reasonable control of Issuing Bank; provided,
the foregoing shall not be construed  to  excuse Issuing Bank from liability to
Company  to  the  extent of any direct damages  (as  opposed  to  consequential
damages, claims in  respect of which are hereby waived by Company to the extent
permitted by applicable  law)  suffered  by  Company that are caused by Issuing
Bank's  failure  to exercise care when determining  whether  drafts  and  other
documents presented  under  a  Letter  of Credit comply with the terms thereof.
The parties hereto expressly agree that,  in the absence of gross negligence or
willful misconduct on the part of Issuing Bank  (as  finally  determined  by  a
court  of  competent  jurisdiction),  Issuing  Bank  shall  be  deemed  to have
exercised care in each such determination.  In furtherance of the foregoing and
without  limiting  the generality thereof, the parties agree that, with respect
to documents presented  which  appear  on  their  face  to  be  in  substantial
compliance with the terms of a Letter of Credit, Issuing Bank may, in  its sole
discretion,  either  accept  and  make  payment  upon  such  documents  without
responsibility   for   further  investigation,  regardless  of  any  notice  or
information to the contrary,  or  refuse  to  accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

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<PAGE>
             (g)    Disbursement  Procedures.   Issuing  Bank  shall,  promptly
following its receipt thereof, examine all documents  purporting to represent a
demand  for  payment  under  a Letter of Credit.  Issuing Bank  shall  promptly
notify Administrative Agent and Company by telephone (confirmed by telecopy) of
such demand for payment and whether Issuing Bank has made or will make a Letter
of Credit Disbursement thereunder;  provided,  any  failure to give or delay in
giving  such  notice shall not relieve Company of its obligation  to  reimburse
Issuing Bank and  the  Lenders  with  respect  to  any  such  Letter  of Credit
Disbursement.

             (h)    Interim Interest.  If Issuing Bank shall make any Letter of
Credit Disbursement, then, unless Company shall reimburse such Letter of Credit
Disbursement  in  full on the date such Letter of Credit Disbursement is  made,
the unpaid amount thereof  shall bear interest, for each day from and including
the date such Letter of Credit  Disbursement  is made to but excluding the date
that Company reimburses such Letter of Credit Disbursement,  at  the  rate  per
annum then applicable to Revolving Loans that are Base Rate Loans; provided, if
Company fails to reimburse such Letter of Credit Disbursement when due pursuant
to  paragraph (e)  of this Section, then such unpaid amount shall bear interest
at a rate which is 2%  per  annum  in  excess of the rate of interest otherwise
applicable  to  Revolving Loans that are Base  Rate  Loans.   Interest  accrued
pursuant to this  paragraph  shall  be  for the account of Issuing Bank, except
that interest accrued on and after the date  of  payment by any Lender pursuant
to paragraph (e) of this Section to reimburse Issuing  Bank  shall  be  for the
account of such Lender to the extent of such payment.

             (i)    Replacement  of  Issuing  Bank;  Additional  Issuing Banks.
(i) Issuing  Bank  may  be  replaced  at  any  time by written agreement  among
Company,  Administrative Agent, the replaced Issuing  Bank  and  the  successor
Issuing Bank.   Administrative  Agent  shall  notify  the  Lenders  of any such
replacement  of  Issuing  Bank.  At the time any such replacement shall  become
effective, Company shall pay  all  unpaid  fees  accrued for the account of the
replaced  Issuing  Bank.   From  and  after  the effective  date  of  any  such
replacement,  (A) the successor Issuing Bank shall  have  all  the  rights  and
obligations of  Issuing  Bank  under  this Agreement with respect to Letters of
Credit to be issued thereafter and (B)  references  herein to the term "Issuing
Bank"  shall be deemed to refer to such successor or to  any  previous  Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.   After  the  replacement  of  an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto  and  shall  continue  to have all the
rights and obligations of an Issuing Bank under this Agreement with  respect to
Letters  of  Credit  issued  by it prior to such replacement, but shall not  be
required to issue additional Letters  of Credit.  A Revolving Lender may become
an Issuing Bank pursuant to a written agreement  among  Company, Administrative
Agent and such Revolving Lender (an "ADDITIONAL ISSUING BANK"), but only if the
Issuing Bank has an insufficiently high credit rating for  the  issuance of the

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<PAGE>
requested Letter of Credit, whereupon Administrative Agent shall  notify  other
Revolving Lenders of such Additional Issuing Bank.  Upon becoming an Additional
Issuing  Bank,  all  references  to  "Issuing  Bank"  herein shall be deemed to
include  such  Additional  Issuing  Bank for the purposes of  such  Letters  of
Credit.

             (j)    Cash Collateralization.   If  any  Event  of  Default shall
occur and be continuing, on the Business Day that Company receives  notice from
Administrative Agent or the Requisite Class Lenders (or, if the maturity of the
Loans  has  been  accelerated,  Issuing  Bank)  demanding  the  deposit of cash
collateral pursuant to this paragraph, Company shall deposit in an account with
Administrative Agent, in the name of Administrative Agent and for  the  benefit
of the Lenders, an amount in cash equal to the Letter of Credit Exposure  as of
such  date  plus  any  accrued  and  unpaid  interest  thereon;  provided,  the
obligation  to deposit such cash collateral shall become effective immediately,
and such deposit  shall  become  immediately due and payable, without demand or
other notice of any kind, upon the  occurrence  of  any  Event  of Default with
respect to Company described in Section 8.1(f) or 8.1(g). Such deposit shall be
held by Administrative Agent as collateral for the  payment and  performance of
the obligations  of Company  under this Agreement. Administrative  Agent  shall
have exclusive dominion and control,including the exclusive right of withdrawal,
over such account.  Other than  any  interest  earned on the investment of such
deposits, which investments shall be made at the  option and sole discretion of
Administrative Agent and at Company's risk and expense, such deposits shall not
bear  interest.   Interest  or  profits,  if  any,  on such  investments  shall
accumulate  in  such  account.   Moneys  in such account shall  be  applied  by
Administrative  Agent  to  reimburse  Issuing   Bank   for   Letter  of  Credit
Disbursements for which it has not been reimbursed and, to the  extent  not  so
applied, shall be held for the satisfaction of the reimbursement obligations of
Company at such time or, if the maturity of the Loans has been accelerated (but
subject  to  the  consent  of   Issuing  Bank),  be  applied  to  satisfy other
obligations of Company under this Agreement.  If Company is required to provide
an  amount  of  cash collateral hereunder as a result of the occurrence  of  an
Event of Default, such amount (to the extent not applied as aforesaid) shall be
promptly returned  to  Company  after  all Events of Default have been cured or
waived.

       2.5.  SWING LINE LOANS.

             (a)    Swing  Line  Loans  Commitment.    During   the   Revolving
Commitment  Period,  subject  to  the  terms  and conditions hereof, Swing Line
Lender  hereby  agrees to make Swing Line Loans to  Company  in  the  aggregate
amount up to but  not exceeding the Swing Line Sublimit; provided, after giving
effect to the making  of  any  Swing  Line  Loan,  in  no event shall the Total
Utilization of Revolving Commitments exceed the Revolving  Commitments  then in
effect.   Amounts  borrowed  pursuant  to  this  Section  2.5 may be repaid and
reborrowed  during  the  Revolving  Commitment  Period.   Swing  Line  Lender's
Revolving Commitment shall expire on the Revolving Commitment Termination  Date
and  Company  shall  repay  the then unpaid principal amount of each Swing Line
Loan and any accrued and unpaid  interest  thereon as of the earlier of (i) the
Revolving  Commitment Termination Date, (ii)  any  date  on  which  Company  is

                                    47

<PAGE>
borrowing Revolving  Loans  and (iii) the first date at least two Business Days
after such Swing Line Loan is made that is the 15th or last day of any calendar
month.

             (b)    Borrowing Mechanics for Swing Line Loans.

                    (i)   Swing  Line  Loans  shall  be  made  in  an aggregate
       minimum  amount  of  $1,000,000  and  integral multiples of $100,000  in
       excess of that amount.

                    (ii)  Whenever Company desires  that Swing Line Lender make
       a Swing Line Loan, Company shall deliver to Swing  Line  Lender,  with a
       copy  to  Agents  (subject  to Section 3.2(b)) a Funding Notice no later
       than 12:00 p.m. (New York City time) on the proposed Credit Date.

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

                    (iv)  With respect to any Swing Line  Loans  which have not
       been prepaid by Company pursuant to Section 2.14 or Section  2.15, Swing
       Line Lender may at any time in its sole and absolute discretion, deliver
       to  Administrative  Agent (with a copy to Company), no later than  11:00
       a.m. (New York City time)  at  least  one Business Day in advance of the
       proposed Credit Date, a notice (which shall  be  deemed  to be a Funding
       Notice given by Company) requesting that each Lender holding a Revolving
       Commitment make Revolving Loans that are Base Rate Loans to  Company  on
       such  Credit  Date  in  an amount equal to the amount of such Swing Line
       Loans (the "REFUNDED SWING  LINE  LOANS")  outstanding  on the date such
       notice  is  given  which Swing Line Lender requests Lenders  to  prepay.
       Anything contained in  this  Agreement  to the contrary notwithstanding,
       (1) the proceeds of such Revolving Loans  made by the Lenders other than
       Swing Line Lender shall be immediately delivered by Administrative Agent
       to  Swing  Line  Lender  (and not to Company) and  applied  to  repay  a
       corresponding portion of the  Refunded  Swing  Line Loans and (2) on the
       day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of
       the  Refunded  Swing  Line Loans shall be deemed to  be  paid  with  the
       proceeds of a Revolving  Loan  made by Swing Line Lender to Company, and
       such portion of the Swing Line Loans  deemed  to  be  so  paid  shall no
       longer  be  outstanding  as Swing Line Loans and shall no longer be  due
       under  the Swing Line Note  of  Swing  Line  Lender  but  shall  instead

                                    48

<PAGE>
       constitute  part  of  Swing Line Lender's outstanding Revolving Loans to
       Company and shall be due under the Revolving Loan Note issued by Company
       to Swing Line Lender.   Company  hereby  authorizes Administrative Agent
       and Swing Line Lender to charge Company's  accounts  with Administrative
       Agent  and Swing Line Lender (up to the amount available  in  each  such
       account) in order to immediately pay Swing Line Lender the amount of the
       Refunded  Swing  Line Loans to the extent the proceeds of such Revolving
       Loans made by Lenders, including the Revolving Loan deemed to be made by
       Swing Line Lender,  are  not  sufficient  to  repay in full the Refunded
       Swing Line Loans.  If any portion of any such amount  paid (or deemed to
       be  paid) to Swing Line Lender should be recovered by or  on  behalf  of
       Company  from  Swing  Line  Lender  in bankruptcy, by assignment for the
       benefit of creditors or otherwise, the  loss  of the amount so recovered
       shall be ratably shared among all the Revolving Lenders.

                    (v)   If  for  any  reason Revolving  Loans  are  not  made
       pursuant to Section 2.5(b)(iv) in  an  amount  sufficient  to  repay any
       amounts  owed  to Swing Line Lender in respect of any outstanding  Swing
       Line Loans on or  before the third Business Day after demand for payment
       thereof by Swing Line Lender, each Lender holding a Revolving Commitment
       shall be deemed to, and hereby agrees to, have purchased a participation
       in such outstanding  Swing Line Loans, and in an amount equal to its Pro
       Rata  Share  of  the applicable  unpaid  amount  together  with  accrued
       interest thereon.   Upon  one  Business  Day's  notice  from  Swing Line
       Lender,  each  Lender  holding  a Revolving Commitment shall deliver  to
       Swing Line Lender an amount equal to its respective participation in the
       applicable unpaid amount in same  day  funds  at the Principal Office of
       Swing Line Lender. In order to evidence such participation  each  Lender
       holding  a  Revolving  Commitment  agrees  to enter into a participation
       agreement  at the request of Swing Line Lender  in  form  and  substance
       reasonably satisfactory  to  Swing Line Lender.  In the event any Lender
       holding a Revolving Commitment  fails  to  make  available to Swing Line
       Lender  the amount of such Lender's participation as  provided  in  this
       paragraph, Swing Line Lender shall be entitled to recover such amount on
       demand from  such  Lender  together  with  interest  thereon  for  three
       Business Days at the rate customarily used by Swing Line Lender for  the
       correction  of  errors  among  banks and thereafter at the Base Rate, as
       applicable.

                    (vi)  Notwithstanding  anything  contained  herein  to  the
       contrary,  (1)  each Lender's obligation to make Revolving Loans for the
       purpose of repaying any Refunded Swing Line Loans pursuant to the second
       preceding  paragraph   and   each  Lender's  obligation  to  purchase  a
       participation in any unpaid Swing Line Loans pursuant to the immediately
       preceding paragraph shall be absolute and unconditional and shall not be
       affected  by any circumstance,  including  without  limitation  (A)  any
       set-off, counterclaim,  recoupment,  defense  or  other right which such
       Lender may have against Swing Line Lender, any Credit Party or any other
       Person for any reason whatsoever; (B) the occurrence  or continuation of
       a Default or Event of Default; (C) any adverse change in  the  business,

                                    49

<PAGE>
       operations,  properties,  assets, condition (financial or otherwise)  or
       prospects of any Credit Party;  (D)  any breach of this Agreement or any
       other  Credit  Document  by  any  party  thereto;   or   (E)  any  other
       circumstance, happening or event whatsoever, whether or not  similar  to
       any  of  the foregoing; and (2) Swing Line Lender shall not be obligated
       to make any  Swing  Line  Loans (A) if it has elected not to do so after
       the occurrence and during the  continuation  of  a  Default  or Event of
       Default or (B) at a time when a Funding Default exists unless Swing Line
       Lender  has entered into arrangements satisfactory to it and Company  to
       eliminate  Swing  Line  Lender's  risk  with  respect  to the Defaulting
       Lender's  participation  in  such  Swing  Ling Loan, including  by  cash
       collateralizing  such  Defaulting  Lender's  Pro   Rata   Share  of  the
       outstanding Swing Line Loans.

       2.6.  PRO RATA SHARES; AVAILABILITY OF FUNDS.

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

             (b)    Availability of Funds.  Unless Administrative  Agent  shall
have  been notified by any Lender prior to the applicable Credit Date that such
Lender  does not intend to make available to Administrative Agent the amount of
such Lender's  Loan  requested  on  such  Credit Date, Administrative Agent may
assume that such Lender has made such amount  available to Administrative Agent
on such Credit Date and Administrative Agent may,  in  its sole discretion, but
shall not be obligated to, make available to Company a corresponding  amount on
such  Credit  Date.  If such corresponding amount is not in fact made available
to Administrative  Agent by such Lender, Administrative Agent shall be entitled
to recover such corresponding  amount  on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the  customary  rate  set by Administrative
Agent  for  the  correction of errors among banks for three Business  Days  and
thereafter at the  Base  Rate.   If such Lender does not pay such corresponding
amount forthwith upon Administrative  Agent's  demand  therefor, Administrative
Agent  shall  promptly  notify Company and Company shall immediately  pay  such
corresponding amount to Administrative  Agent  together  with interest thereon,
for  each  day  from  such Credit Date until the date such amount  is  paid  to
Administrative Agent, at  the  rate  payable  hereunder for Base Rate Loans for
such Class of Loans.  Nothing in this Section 2.6(b) shall be deemed to relieve
any  Lender  from  its  obligation to fulfill  its  Term  Loan  Commitment, its
Revolving Commitment or its obligation to purchase participations in Letters of
Credit pursuant to  Section 2.4(d) hereunder or  to prejudice  any  rights that
Company may  have  against  any  Lender  as  a result of any  default  by  such
Lender hereunder.

                                    50

<PAGE>
       2.7.  USE OF PROCEEDS.  The proceeds  of  the  Term  Loans  made  on the
Effective Date shall be applied by Company on the Effective Date to prepay Term
Loans and Delayed Draw Loans (as defined in the Existing Agreement) outstanding
under  the  Existing  Agreement  and,  after  prepayment of such Term Loans and
Delayed Draw Loans in full, otherwise for working capital and general corporate
purposes of the Company and its Subsidiaries.   The  proceeds  of the Revolving
Loans,  Swing  Line  Loans and Letters of Credit made after the Effective  Date
shall be applied by Company  for Permitted Acquisition Expenses working capital
and general corporate purposes  of  Company  and  its  Subsidiaries;  provided,
however,  in  no  event  will  the  proceeds of Revolving Loans be used for the
purposes of  prepaying  Loans  as  permitted  under  Section 2.14  hereof.  The
proceeds of any  Incremental  Term  Loan  shall be used as  set  forth  in  the
applicable Incremental Term Loan Notice or, where  and so provided, for working
capital  and  general corporate  purposes of Company  and its Subsidiaries.  No
portion of the proceeds of any Credit  Extension  shall  be  used in any manner
that causes or might  cause  such  Credit Extension or the application  of such
proceeds to violate Regulation T, Regulation U or Regulation X of the  Board of
Governors of the Federal Reserve System  or any  other regulation thereof or to
violate the Exchange Act.

       2.8.  EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS; NOTES.

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

             (b)    Register.   Administrative  Agent,  acting  on  behalf   of
Company, shall maintain at its Principal Office  a register for the recordation
of  the  names  and  addresses of Lenders and the Commitments and Loans of each
Lender from time to time (the "REGISTER").  The Register shall be available for
inspection by Company  or  any  Lender  at any reasonable time and from time to
time upon reasonable prior request.  Administrative  Agent  shall record in the
Register  the  Commitments and the Loans, and each repayment or  prepayment  in
respect of the principal amount of the Loans, and any such recordation shall be
conclusive and binding  on  Company  and  each  Lender,  absent manifest error;
provided,  failure  to  make  any  such  recordation,  or  any  error  in  such
recordation, shall not affect any Lender's Commitments or Company's Obligations
in respect of any Loan.  Company hereby designates GSCP to serve  as  Company's
agent  solely  for  purposes  of  maintaining  the Register as provided in this
Section 2.8, and Company hereby agrees that, to the extent GSCP serves  in such
capacity,  GSCP  and  its officers, directors, employees, agents and affiliates
shall constitute "Indemnitees."

                                    51

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

       2.9.  INTEREST ON LOANS.

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

                    (i)   in the case of Revolving Loans:

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

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

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

                    (iii) in the case of Term Loans:

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

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

             (b)    The basis for determining the rate of interest with respect
to any Loan (except a Swing Line Loan), and the Interest Period with respect to
any  Eurodollar  Rate  Loan,  shall be selected  by  Company  and  notified  to
Administrative Agent and Lenders  pursuant  to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be; provided, until the earlier
of (A) the date that Administration Agent notifies  Company  that  the  primary
syndication  of  the  Term Loan Commitments has been completed and (B) the date
that  is  60 days following  the  Effective  Date,  the  Term  Loans  shall  be
maintained  as either (1) Eurodollar Rate Loans having an Interest Period of no
longer than one  month  or  (2)  Base  Rate  Loans.   If  on  any day a Loan is

                                    52
<PAGE>

outstanding  with  respect to which a Funding Notice or Conversion/Continuation
Notice has not been  delivered  to  Administrative Agent in accordance with the
terms  hereof specifying the applicable  basis  for  determining  the  rate  of
interest,  then  for  that day such Loan shall be a Base Rate Loan.  Swing Line
Loans shall be made and maintained only as Base Rate Loans.

             (c)    In  connection with Eurodollar Rate Loans there shall be no
more than ten Interest Periods  outstanding  at any time.  In the event Company
fails to specify between a Base Rate Loan or a  Eurodollar  Rate  Loan  in  the
applicable  Funding  Notice  or  Conversion/Continuation  Notice, such Loan (if
outstanding as a Eurodollar Rate Loan) will be automatically  converted  into a
Base  Rate  Loan  on  the last day of the then-current Interest Period for such
Loan (or if outstanding  as  a  Base  Rate Loan will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan).  In the event Company fails to
specify  an Interest Period for any Eurodollar  Rate  Loan  in  the  applicable
Funding Notice  or  Conversion/Continuation  Notice, Company shall be deemed to
have selected an Interest Period of one month.   As  soon  as practicable after
10:00  a.m.  (New  York  City  time) on each Interest Rate Determination  Date,
Administrative  Agent  shall  determine   (which  determination  shall,  absent
manifest error, be final, conclusive and binding upon all parties) the interest
rate that shall apply to the Eurodollar Rate  Loans  for which an interest rate
is then being determined for the applicable Interest Period  and shall promptly
give  notice  thereof  (in  writing  or  by telephone confirmed in writing)  to
Company and each Lender.

             (d)    Interest  payable  pursuant  to  Section  2.9(a)  shall  be
computed (i) in the case of Base Rate Loans  on  the  basis  of  a  365-day  or
366-day  year,  as  the  case  may  be, and (ii) in the case of Eurodollar Rate
Loans, on the basis of a 360-day year,  in  each  case for the actual number of
days elapsed in the period during which it accrues.   In  computing interest on
any Loan, the date of the making of such Loan or the first  day  of an Interest
Period  applicable  to  such  Loan  or, with respect to a Base Rate Loan  being
converted  from  a  Eurodollar  Rate Loan,  the  date  of  conversion  of  such
Eurodollar Rate Loan to such Base  Rate  Loan,  as  the  case  may be, shall be
included,  and the date of payment of such Loan or the expiration  date  of  an
Interest Period  applicable  to  such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate  Loan, the date of conversion of such Base
Rate Loan to such Eurodollar Rate Loan,  as the case may be, shall be excluded;
provided, if a Loan is repaid on the same  day  on  which it is made, one day's
interest shall be paid on that Loan.

             (e)    Except as otherwise set forth herein, interest on each Loan
shall be payable in arrears on and to (i) each Interest Payment Date applicable
to that Loan; (ii) any prepayment of that Loan, whether voluntary or mandatory,
to  the  extent  accrued  on the amount being prepaid; and  (iii) at  maturity,
including final maturity; provided,  however,  with  respect  to  any voluntary
prepayment  of  a Base Rate Loan, accrued interest shall instead be payable  on
the applicable Interest Payment Date.

                                    53

<PAGE>

       2.10. CONVERSION/CONTINUATION.

             (a)    Subject to  Section 2.19 and so long as no Default or Event
of Default shall have occurred and then  be  continuing, Company shall have the
option:

                    (i)   to  convert  at any time all or any part of any  Loan
       equal to $500,000 and integral multiples  of  $100,000 in excess of that
       amount  from  one  Type  of Loan to another Type of  Loan;  provided,  a
       Eurodollar Rate Loan may only  be  converted  on  the  expiration of the
       Interest Period applicable to such Eurodollar Rate Loan  unless  Company
       shall  pay  all  amounts  due under Section 2.19 in connection  with any
       such conversion; or

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

             (b)    The Company shall deliver a Conversion/Continuation  Notice
to  Administrative Agent no later than 11:00 a.m. (New York City time) at least
one Business  Day in advance of the proposed Conversion/Continuation Notice (in
the case of a conversion  to a Base Rate Loan) and at least three Business Days
in advance of the proposed  Conversion/Continuation  Date  (in  the  case  of a
conversion  to,  or  a  continuation  of,  a  Eurodollar Rate Loan).  Except as
otherwise provided herein, a Conversion/ Continuation Notice for conversion to,
or continuation of, any Eurodollar Rate Loans (or  telephonic  notice  in  lieu
thereof)   shall  be  irrevocable  on  and  after  the  related  Interest  Rate
Determination  Date,  and  Company  shall  be  bound  to effect a conversion or
continuation in accordance therewith.

       2.11. DEFAULT INTEREST.  Upon the occurrence and  during the continuance
of an Event of Default, the principal amount of all Loans  outstanding  and, to
the  extent permitted by applicable law, any interest payments on the Loans  or
any fees  or  other  amounts  owed  hereunder,  shall  thereafter bear interest
(including post-petition interest in any proceeding under  the  Bankruptcy Code
or other applicable bankruptcy laws) payable on demand at a rate that is 2% per
annum in excess of the interest rate otherwise payable hereunder  with  respect
to the applicable Loans (or, in the case of any such fees and other amounts, at
a  rate  which is 2% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans,
upon the expiration  of  the  Interest  Period  in  effect at the time any such
increase  in  interest  rate  is  effective such Eurodollar  Rate  Loans  shall
thereupon become Base Rate Loans and  shall  thereafter  bear  interest payable
upon  demand  at  a  rate which is 2% per annum in excess of the interest  rate
otherwise payable hereunder  for Base Rate Loans.  Payment or acceptance of the
increased  rates  of  interest  provided  for  in  this  Section 2.11 is  not a
permitted alternative to timely payment and shall not constitute a waiver of
any Event of Default or otherwise prejudice or limit any  rights  or   remedies
of Administrative Agent or any Lender.

                                    54

<PAGE>

       2.12. FEES.

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

                    (i)   commitment fees equal to (1) the average of the daily
       difference  between  (a)  the  Revolving Commitments, and (b) the sum of
       (x) the aggregate principal amount  of  outstanding Revolving Loans (but
       not Swing Line Loans) plus (y) the Letter of Credit Usage, times (2) the
       Applicable Revolving Commitment Fee Percentage; and

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

All fees referred to in Sections 2.12(a) shall be paid to Administrative  Agent
at  its  Principal   Office  and   upon  receipt,  Administrative  Agent  shall
promptly distribute to each Lender its Pro Rata Share thereof.

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

                    (i)   a  fronting  fee  in an amount equal to (1) an amount
       per annum (not to exceed 0.25%) as may  be agreed by Company and Issuing
       Bank, times (2) the average aggregate daily  maximum amount available to
       be drawn under all Letters of Credit (determined  as  of  the  close  of
       business on any date of determination); and

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

             (c)    Company  agrees to pay to each Incremental Term Loan Lender
the fees, if any, required to  be  paid  by  it under any Incremental Term Loan
Notice.

             (d)    All fees  referred  to   in  Section 2.12(a) and 2.12(b)(i)
shall  be calculated  on  the basis of a 360-day  year and the actual number of
days elapsed  and shall be  payable  quarterly in arrears on March 31, June 30,
September 30 and December 31  of  each  year  during the  applicable Commitment
Period, commencing  on  the  first  such  date  to   occur  after  the  Closing
Date,  and  on  the applicable Commitment Termination Date.

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

                                    55

<PAGE>

       2.13. SCHEDULED PAYMENTS/COMMITMENT REDUCTIONS.

             (a)    Scheduled Installments.  The principal amounts  of the Term
Loans shall be repaid in consecutive quarterly installments (each, a "TERM LOAN
INSTALLMENT")  in  the  aggregate amounts and on the dates (each, a "TERM  LOAN
INSTALLMENT DATE") set forth below, commencing on September 30, 2004.

<TABLE>
<CAPTION>
TERM LOAN INSTALLMENT DATETERM LOAN INSTALLMENT
<S>                        <C>
September 30, 2004        $913,812.50
December 31, 2004         $913,812.50
March 31, 2005            $913,812.50
June 30, 2005             $913,812.50
September 30, 2005        $913,812.50
December 31, 2005         $913,812.50
March 31, 2006            $913,812.50
June 30, 2006             $913,812.50
September 30, 2006        $913,812.50
December 31, 2006         $913,812.50
March 31, 2007            $913,812.50
June 30, 2007             $913,812.50
September 30, 2007        $913,812.50
December 31, 2007         $913,812.50
March 31, 2008            $913,812.50
June 30, 2008             $913,812.50
September 30, 2008        $913,812.50
December 31, 2008         $913,812.50
March 31, 2009            $913,812.50
June 30, 2009             $913,812.50
September 30, 2009        $86,812,187.50
December 31, 2009         $86,812,187.50
March 31, 2010            $86,812,187.50
June 30, 2010             $86,812,187.50
</TABLE>

                                    56

<PAGE>
       (b)    The principal  amount of any Incremental Term Loan shall be
repaid  in such amounts and on such dates  (each,  an  "INCREMENTAL  TERM  LOAN
INSTALLMENT DATE") as provided in the applicable Incremental Term Loan Notice.

             (c)    Notwithstanding  the  foregoing, (i) Term Loan Installments
and Incremental Term Loan Installments shall  be reduced in connection with any
voluntary or mandatory prepayments of the Term  Loans  or  the Incremental Term
Loans, as the case may be, in accordance with Sections 2.14, 2.15  and 2.16, as
applicable;  and (ii) the Term Loans and  the Incremental Term  Loans, together
with all other amounts owed  hereunder or under the applicable Incremental Term
Loan Notice with respect thereto, shall, in any event, be paid in full no later
than  the  Term Loan Maturity Date and  the  applicable Incremental  Term  Loan
Maturity Date, respectively.

       2.14. VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.

             (a)    Voluntary Prepayments.

                    (i)   Any time and from time to time:

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

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

                          (3)    with   respect  to  Swing  Line  Loans,
             Company may prepay any such  Loans  on  any Business Day in
             whole  or  in  part  in  an  aggregate  minimum  amount  of
             $1,000,000, and in integral multiples of $100,000 in excess
             of that amount.

                    (ii)  All such prepayments shall be made:

                          (1)    in the case of Base Rate  Loans  (other
             than  Swing  Line  Loans),  upon not less than one Business
             Day's prior written or telephonic  notice to Administrative
             Agent;

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

                                    57

<PAGE>
                          (3)    in  the  case of Swing Line Loans, upon
             written or telephonic notice on  the  date of prepayment to
             Administrative Agent and Swing Line Lender;

in each case given by 12:00 p.m. (New York City time) on the date required and,
if given by telephone, promptly confirmed in writing  to  Administrative  Agent
(and  Administrative  Agent  will promptly transmit such telephonic or original
notice for Term Loans or Revolving  Loans, as the case may be, by telefacsimile
or telephone to each Lender) and, as  applicable,  Swing Line Lender.  Upon the
giving of any such notice, the principal amount of the  Loans specified in such
notice shall become due and payable on the prepayment date specified therein.

             (b)    Voluntary Commitment Reductions.

                    (i)   Company may, upon not less than  three Business Days'
       prior   written   or   telephonic   notice   confirmed  in  writing   to
       Administrative  Agent  (which  original  written  or  telephonic  notice
       Administrative   Agent  will  promptly  transmit  by  telefacsimile   or
       telephone to each  applicable Lender), at any time and from time to time
       terminate in whole or  permanently  reduce  in  part, without premium or
       penalty,   during  the  Revolving  Commitment  Period,   the   Revolving
       Commitments  in  an  amount  up  to  the  amount  by which the Revolving
       Commitments exceed the Total Utilization of Revolving Commitments at the
       time  of  such  proposed  termination or reduction; provided,  any  such
       partial reduction of Commitments shall be in an aggregate minimum amount
       of $1,000,000 and integral  multiples  of  $500,000  in  excess  of that
       amount.

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

       2.15. MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.

             (a)    Asset  Sales.    No  later  than  the  first  Business  Day
following the date of receipt by Holdings or any of its Subsidiaries of any Net
Asset  Sale  Proceeds, Company shall prepay  Loans  and/or  permanently  reduce
Commitments as set forth in Section 2.16(b)in an aggregate amount equal to 100%
of such Net Asset Sale Proceeds; provided,(i) so long as no Default or Event of
Default  shall have occurred and be continuing  and  (ii) to  the  extent  that
aggregate  Net Asset Sale Proceeds from the Closing Date through the applicable
date of determination do not exceed $10,000,000, Company shall have the option,
directly or  through  one or more of its Subsidiaries, to invest Net Asset Sale
Proceeds within two hundred  seventy  days  of  receipt  thereof  in  long-term
productive  assets of the general type used in the business of Company and  its
Subsidiaries;  provided further, pending any such investment all such Net Asset
Sale Proceeds shall  be  applied  to  prepay  Revolving  Loans  to  the  extent
outstanding (without a reduction in Revolving Commitments).

                                    58

<PAGE>
             (b)    Insurance/Condemnation  Proceeds.   No later than the first
Business  Day  following  the  date  of  receipt  by  Holdings or  any  of  its
Subsidiaries,   or   Administrative   Agent   as   loss  payee,  of   any   Net
Insurance/Condemnation  Proceeds,  Company  shall prepay  Loans  and/or  reduce
Commitments as set forth in Section 2.16(b) in  an  aggregate  amount  equal to
such  Net Insurance/Condemnation Proceeds; provided, so long  as no Default  or
Event of Default shall  have occurred and be continuing, Company shall have the
option, directly or through  one  or  more  of  its  Subsidiaries  to  invest
such Net Insurance/Condemnation  Proceeds  within  two  hundred seventy days of
receipt thereof  in  the  repair, restoration or replacement of the  applicable
assets thereof, or in long  term  productive  assets  of  the general type used
in the business  of Holdings and its Subsidiaries with the consent  of
Administrative Agent, such  consent not to be unreasonably withheld; provided
further, pending any such investment  all  such Net Insurance/Condemnation
Proceeds, as the case may be, shall be applied to  prepay  Revolving  Loans to
the extent outstanding (without a reduction in Revolving Commitments);provided,
further, if a Default subject  to  a cure period under Section 8.1(e) has
occurred,  but  such  cure period has not  yet  expired, then (i) until the
earlier of (x) the cure of the Default  or  (y)  the  expiration   of   such
cure   period,  all  such  Net Insurance/Condemnation Proceeds, as the case may
be, shall be applied to prepay Revolving  Loans  (without  a reduction in
Revolving Commitments) and,  to  the extent of any excess, held for  the
benefit  of the Lenders under arrangements reasonably satisfactory to
Administrative Agent,  and  (ii) upon the expiration of  such  cure  period,
unless  the  Default  has  been cured,  all  such  Net Insurance/Condemnation
Proceeds, as the case may be, shall be applied to prepay Indebtedness in
accordance  with the requirements of Section 2.16(b).

             (c)    Issuance of Equity Securities.  On  the  date of receipt by
Holdings  or  any  of  its  Subsidiaries after the Effective Date of  any  Cash
proceeds from a capital contribution  to,  or the issuance of any Capital Stock
of, Holdings or any of its Subsidiaries (other  than  pursuant  to any employee
stock or stock option compensation plan), to the extent such proceeds  are  not
used  to  pay Permitted Acquisition Expenses or, solely in the case of proceeds
from Additional  Sponsor  Equity,  Consolidated  Capital  Expenditures, Company
shall  prepay Loans and/or reduce  Commitments as  set forth in Section 2.16(b)
in  an  aggregate  amount  equal  to 75% of  such  remaining  proceeds, net  of
underwriting  discounts  and  commissions  and   other   reasonable  costs  and
expenses  associated  therewith, including  reasonable  fees  and  expenses  of
professional  advisors;  provided,  during  any  period  in  which the Leverage
Ratio  (determined  for  any  such  period by  reference  to  the  most  recent
Compliance   Certificate  delivered   pursuant  to   Section 5.1(d) calculating
the  Leverage  Ratio)  shall  be  4.25:1.00  or  less, Company  shall  only  be
required to make  the prepayments and/or reductions otherwise  required  hereby
in an amount equal to 50% of such net proceeds.

                                    59

<PAGE>
             (d)    Issuance  of  Debt.  On the date of receipt by Holdings  or
any  of its Subsidiaries after the Closing  Date  of  any  Cash  proceeds  from
incurrence  of  any  Indebtedness  of Holdings or any of its Subsidiaries other
than with respect to any Indebtedness  permitted  to  be  incurred  pursuant to
Section 6.1, excluding  Section 6.1(c)(ii), Company  shall  prepay Loans and/or
reduce  Commitments  as  set  forth in Section 2.16(b) in  an aggregate  amount
equal to 100% of such  proceeds, net of underwriting discounts and  commissions
and  other  reasonable  costs  and  expenses  associated  therewith,  including
reasonable legal fees and expenses.

             (e)    Consolidated  Excess  Cash  Flow.   In the event that there
shall be Consolidated Excess Cash Flow for any Fiscal Year,  Company  shall, no
later  than ninety days after the end of such Fiscal Year, prepay Loans  and/or
reduce Commitments as set forth in Section 2.16(b) in an aggregate amount equal
to 75% of such  Consolidated  Excess  Cash  Flow;  provided, (i) for any Fiscal
Year  in  which  the  Leverage Ratio  (determined for  any  such Fiscal Year by
reference to  the  most  recent  applicable  Compliance  Certificate  delivered
pursuant  to Section 5.1(d)) is  less  than 4.25:1.00 but equal to  or  greater
than  3.25:1.00, Company shall only be required to make the prepayments  and/or
reductions   otherwise  required  hereby  in  an  amount  equal  to 50% of such
Consolidated  Excess  Cash  Flow  and (ii) for  any Fiscal  Year in  which  the
Leverage  Ratio  (determined for any  such Fiscal Year by reference to the most
recent  applicable Compliance Certificate  delivered  pursuant  to  Section 5.1
(d)) is less  than 3.25:1.00, Company  shall  only  be  required  to  make  the
prepayments  and/or  reductions  otherwise  required  hereby   in   an   amount
equal to 25% of such Consolidated Excess Cash Flow.

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

             (g)    Prepayment  Certificate.   Concurrently with any prepayment
of Loans and/or reduction of Commitments pursuant to Sections 2.15(a)   through
2.15(e), Company  shall  deliver  to  Administrative  Agent a certificate of an
Authorized  Officer  demonstrating  the  calculation  of  the   amount  of  the
applicable  net proceeds or  Consolidated Excess Cash Flow, as the case may be.
In the event that Company shall subsequently determine that the  actual  amount
received  exceeded  the  amount  set forth  in  such certificate, Company shall
promptly  make  an  additional  prepayment   of  the Loans and/or the Revolving
Commitments shall be permanently reduced in  an amount  equal  to  such excess,
and  Company  shall concurrently  therewith  deliver to Administrative Agent  a
certificate  of  an  Authorized Officer  demonstrating  the  derivation of such
excess.

       2.16. APPLICATION OF PREPAYMENTS/REDUCTIONS.

             (a)    Application  of  Voluntary  Prepayments  by Class of Loans.
Any prepayment of any Loan pursuant to Section 2.14(a) shall be applied as
follows:

                                    60

<PAGE>
                    first, to repay outstanding Swing Line Loans  to  the  full
       extent thereof; and

                    second,  as between outstanding Revolving Loans, Term Loans
       and Incremental Term Loans, as Company may direct.

             Any prepayment of  any Term Loan or Incremental Term Loan pursuant
to  Section 2.14(a) shall be further applied on a pro rata basis to reduce  the
scheduled remaining installments of principal.

             (b)    Application  of  Mandatory  Prepayments  by Class of Loans.
Any amount required to be paid pursuant to Sections 2.15(a) through 2.15(e)shall
be applied as follows:

                    first, to prepay Term Loans and Incremental Term Loans on a
       pro rata basis (in accordance with the respective outstanding  principal
       amounts thereof);

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

                    third,  to  pay  outstanding reimbursement obligations with
       respect to drawn Letters of Credit;

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

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

                    sixth,   to   further   permanently  reduce  the  Revolving
       Commitments.

             (c)    [Intentionally omitted.]

             (d)    Application of Prepayments  of Loans to Base Rate Loans and
Eurodollar Rate Loans.  Considering each Type of Loan being prepaid separately,
any prepayment thereof shall be applied first to  Base  Rate  Loans to the full
extent thereof before application to Eurodollar Rate Loans, in  each  case in a
manner  which  minimizes  the  amount  of  any  payments required to be made by
Company pursuant to Section 2.19(c).

                                    61
<PAGE>

       2.17. GENERAL PROVISIONS REGARDING PAYMENTS.

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

             (b)    All payments in respect of the principal amount of any Loan
(other than voluntary prepayments of Revolving Loans) shall include  payment of
accrued interest on the principal amount being repaid or prepaid, and  all such
payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied  to the
payment of interest before application to principal.

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

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

             (e)    Subject  to  the  provisos  set  forth in the definition of
"Interest Period", whenever any payment to be made hereunder shall be stated to
be due on a day that is not a Business Day, such payment  shall  be made on the
next  succeeding  Business Day and such extension of time shall be included  in
the computation of  the  payment  of  interest  hereunder  or  of the Revolving
Commitment fees hereunder.

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

             (g)    Administrative Agent shall deem any payment by or on behalf
of  Company  hereunder  that  is not made in same day funds prior to 12:00 p.m.
(New York City time) to be a non-conforming  payment.   Any  such payment shall
not be deemed to have been received by Administrative Agent until  the later of
(i) the  time  such funds become available funds, and (ii) the applicable  next
Business Day.  Administrative  Agent  shall  give  prompt  telephonic notice to
Company  and each applicable Lender (confirmed in writing) if  any  payment  is

                                    62
<PAGE>

non-conforming.   Any non-conforming payment may constitute or become a Default
or Event of Default  in  accordance with the terms of Section 8.1(a).  Interest
shall continue to accrue on  any principal as to which a non-conforming payment
is made until such funds become  available funds (but in no event less than the
period from the date of such payment to the next succeeding applicable Business
Day) at the rate determined pursuant  to  Section 2.9 from the date such amount
was due and payable until the date such amount is paid in full.

             (h)    If  an  Event  of Default  shall  have   occurred  and  not
otherwise been waived, and the maturity  of  the  Obligations  shall  have been
accelerated  pursuant  to  Section  8.1,  all payments or proceeds received  by
Agents  hereunder in respect of any of the Obligations,  shall  be  applied  in
accordance  with  the  application arrangements described in Section 6.5 of the
Pledge and Security Agreement.

       2.18. RATABLE SHARING.   Lenders  hereby  agree  among  themselves that,
except  as  otherwise  provided   in  the Collateral Documents with respect  to
amounts realized from the exercise of rights  with  respect  to  Liens  on  the
Collateral,  if  any  of them shall, whether by voluntary payment (other than a
voluntary prepayment of  Loans  made  and  applied in accordance with the terms
hereof), through the exercise of any right of  set-off  or  banker's  lien,  by
counterclaim  or  cross  action  or  by  the enforcement of any right under the
Credit Documents or otherwise, or as adequate  protection  of a deposit treated
as cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts  payable  in
respect of Letters of Credit, fees and other amounts then due and owing to such
Lender  hereunder  or  under  the  other  Credit  Documents  (collectively, the
"AGGREGATE  AMOUNTS DUE" to such Lender) which is greater than  the  proportion
received by any  other  Lender  in respect of the Aggregate Amounts Due to such
other Lender, then the Lender receiving  such  proportionately  greater payment
shall (a) notify Administrative Agent and each other Lender of the  receipt  of
such payment and (b) apply a portion of such payment to purchase participations
(which it shall be deemed to have purchased from each seller of a participation
simultaneously  upon the receipt by such seller of its portion of such payment)
in the Aggregate  Amounts  Due to the other Lenders so that all such recoveries
of Aggregate Amounts Due shall  be  shared  by all Lenders in proportion to the
Aggregate Amounts Due to them; provided, if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such  Lender upon the bankruptcy or reorganization  of  Company  or  otherwise,
those purchases  shall  be  rescinded  and  the  purchase  prices paid for such
participations  shall  be  returned  to such purchasing Lender ratably  to  the
extent of such recovery, but without interest.   Company  expressly consents to
the  foregoing  arrangement  and  agrees that any holder of a participation  so
purchased  may  exercise  any and all  rights  of  banker's  lien,  set-off  or
counterclaim with respect to any and all monies owing by Company to that holder
with respect thereto as fully  as  if  that  holder were owed the amount of the
participation held by that holder.

                                    63

<PAGE>

 2.19. MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

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

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

                                    64

<PAGE>
Notice, Company  shall  have  the  option, subject to the provisions of Section
2.19(c), to rescind such Funding Notice or Conversion/Continuation Notice as to
all Lenders by giving notice (by telefacsimile  or  by  telephone  confirmed in
writing)  to  Administrative Agent of such rescission on the date on which  the
Affected Lender  gives  notice  of  its determination as described above (which
notice of rescission Administrative Agent shall promptly transmit to each other
Lender).  Except as provided in the immediately  preceding sentence, nothing in
this Section 2.19(b) shall affect the obligation of  any  Lender  other than an
Affected  Lender  to  make  or  maintain  Loans  as,  or  to  convert Loans to,
Eurodollar Rate Loans in accordance with the terms hereof.

             (c)    Compensation for Breakage or Non-Commencement  of  Interest
Periods.   Company  shall compensate each Lender, upon written request by  such
Lender (which request  shall  set forth the basis for requesting such amounts),
for all reasonable losses, expenses  and  liabilities  (including  any interest
paid  by  such  Lender to lenders of funds borrowed by it to make or carry  its
Eurodollar Rate Loans  and  any  loss,  expense  or liability sustained by such
Lender in connection with the liquidation or re-employment  of  such  funds but
excluding  loss  of  anticipated profits) which such Lender may sustain: (i) if
for any reason (other  than  a  default  by  such  Lender)  a  borrowing of any
Eurodollar Rate Loan does not occur on a date specified therefor  in  a Funding
Notice   or  a  telephonic  request  for  borrowing,  or  a  conversion  to  or
continuation  of  any  Eurodollar  Rate Loan does not occur on a date specified
therefor  in a Conversion/Continuation  Notice  or  a  telephonic  request  for
conversion  or  continuation; (ii) if any prepayment or other principal payment
or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to
the last day of an  Interest Period applicable to that Loan (including, without
limitation, pursuant  to  Section 2.14 hereof); or (iii) if  any  prepayment of
any of its Eurodollar Rate Loans is not made on  any date specified in a notice
of prepayment given by Company.

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

             (e)    Assumptions  Concerning  Funding  of Eurodollar Rate Loans.
Calculation  of  all  amounts payable to a Lender under this  Section 2.19  and
under Section 2.20 shall be made as though such Lender had actually funded each
of its relevant Eurodollar  Rate  Loans  through  the  purchase of a Eurodollar
deposit  bearing interest at the rate obtained pursuant to  clause  (i) of  the
definition of Adjusted Eurodollar Rate in an amount equal to the amount of such
Eurodollar  Rate Loan and having a maturity comparable to the relevant Interest
Period and through  the  transfer  of  such Eurodollar deposit from an offshore
office of such Lender to a domestic office  of such Lender in the United States
of America; provided, however, each Lender may fund each of its Eurodollar Rate
Loans in any manner it sees fit and the foregoing assumptions shall be utilized
only for the purposes of calculating amounts  payable  under  this Section 2.19
and under Section 2.20.

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       2.20. INCREASED COSTS; CAPITAL ADEQUACY.

             (a)    Compensation For Increased Costs and Taxes.  Subject to the
provisions  of  Section 2.21,  in the event that any Lender (which  term  shall
include Issuing Bank for purposes  of  this  Section  2.20(a))  shall determine
(which determination shall, absent manifest error, be final and conclusive  and
binding  upon  all  parties  hereto) that any law, treaty or governmental rule,
regulation  or  order,  or  any  change   therein  or  in  the  interpretation,
administration or application thereof (including  the  introduction  of any new
law, treaty or governmental rule, regulation or order), or any determination of
a  court  or governmental authority, in each case that becomes effective  after
the date hereof,  or  compliance  by such Lender with any guideline, request or
directive issued or made after the  date  hereof  by  any central bank or other
governmental or quasi-governmental authority (whether or  not  having the force
of  law):  (i) subjects such Lender (or its applicable lending office)  to  any
additional Tax  (other than any Excluded Tax) with respect to this Agreement or
any of the other  Credit  Documents  or  any  of  its  obligations hereunder or
thereunder or any payments to such Lender (or its applicable lending office) of
principal, interest, fees or any other amount payable hereunder;  (ii) imposes,
modifies  or  holds  applicable any reserve (including any marginal, emergency,
supplemental, special or other reserve), special deposit, compulsory loan, FDIC
insurance or similar requirement  against  assets held by, or deposits or other
liabilities in or for the account of, or advances  or loans by, or other credit
extended by, or any other acquisition of funds by, any  office  of  such Lender
(other  than  any such reserve or other requirements with respect to Eurodollar
Rate Loans that  are  reflected in the definition of Adjusted Eurodollar Rate);
or (iii) imposes any other  condition (other than with respect to a Tax matter)
on  or  affecting  such  Lender (or  its  applicable  lending  office)  or  its
obligations hereunder or the  London interbank market; and the result of any of
the foregoing is to increase the  cost  to  such  Lender  of  agreeing to make,
making  or  maintaining  Loans  hereunder  or to reduce any amount received  or
receivable  by  such Lender (or its applicable  lending  office)  with  respect
thereto; then, in  any  such  case,  Company shall promptly pay to such Lender,
upon receipt of the statement referred to in the next sentence, such additional
amount or amounts (in the form of an increased  rate  of, or a different method
of  calculating, interest or otherwise as such Lender in  its  sole  discretion
shall  determine)  as  may  be necessary to compensate such Lender for any such
increased cost or reduction in  amounts received or receivable hereunder.  Such
Lender shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable  detail  the  basis  for calculating the
additional  amounts  owed  to  such  Lender  under this Section 2.20(a),  which
statement  shall  be  conclusive and binding upon  all  parties  hereto  absent
manifest error.

             (b)    Capital  Adequacy Adjustment.  In the event that any Lender
shall  have  determined  that  the   adoption,   effectiveness,   phase-in   or
applicability  after  the  Closing  Date of any law, rule or regulation (or any
provision thereof) regarding capital  adequacy, or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with  the  interpretation  or  administration
thereof,  or  compliance by any Lender (or its applicable lending office)  with
any guideline,  request or directive regarding capital adequacy (whether or not

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having the force  of  law)  of any such Governmental Authority, central bank or
comparable agency, has or would  have the effect of reducing the rate of return
on the capital of such Lender or any  corporation  controlling such Lender as a
consequence of, or with reference to, such Lender's  Loans  or  Commitments  or
Letters  of  Credit,  or  participations therein or other obligations hereunder
with respect to the Loans or  the Letters of Credit to a level below that which
such Lender or such controlling  corporation  could  have achieved but for such
adoption, effectiveness, phase-in, applicability, change  or compliance (taking
into consideration the policies of such Lender or such controlling  corporation
with regard to capital adequacy), then from time to time, within five  Business
Days after receipt by Company from such Lender of the statement referred  to in
the  next sentence, Company shall pay to such Lender such additional amount  or
amounts  as  will  compensate such Lender or such controlling corporation on an
after-tax basis for  such reduction. Such Lender shall deliver to Company (with
a  copy  to  Administrative  Agent)  a  written  statement,  setting  forth  in
reasonable detail  the  basis  for  calculating  the additional amounts owed to
Lender  under this Section 2.20(b), which statement  shall  be  conclusive  and
binding upon all parties hereto absent manifest error.

       2.21. TAXES; WITHHOLDING, ETC.

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

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

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<PAGE>

which  it is required by clause (ii) above to pay,  Company  shall  deliver  to
Administrative  Agent  evidence  satisfactory  to the other affected parties of
such deduction, withholding or payment and of the  remittance  thereof  to  the
relevant  taxing  or  other  authority,  provided,  however, that no additional
amount  shall  be  required to be paid to any Lender under  clause (iii)  above
except to the extent  that  any  change  after the Lender Effective Date in any
such  requirement  for a deduction, withholding  or  payment  as  is  mentioned
therein shall result  in an increase in the rate of such deduction, withholding
or payment from that in  effect  at  the  Lender  Effective  Date in respect of
payments to such Lender.

             (c)    Evidence of Exemption From U.S. Withholding Tax.  Except to
the extent such deliveries have already been made by any Lender pursuant to the
Original  Agreement  or  the  Existing Agreement and such previously  delivered
forms continue to be accurate,  (i) each  Lender  that  is  not a United States
Person (as such term is defined in Section 7701(a)(30) of the  Internal Revenue
Code) for U.S. federal income tax purposes (a "NON-US LENDER") shall deliver to
Administrative Agent for transmission to Company, on or prior to  the Effective
Date  (in the case of each Lender listed on the signature pages hereof  on  the
Effective Date) or on or prior to the date of the Assignment Agreement pursuant
to which  it  becomes  a  Lender  (in  the  case  of  each  other Lender), upon
designation  of  a  new  lending  office,  and at such other times  as  may  be
necessary in the determination of Company or  Administrative Agent (each in the
reasonable exercise of its discretion), two original copies of Internal Revenue
Service Form W-8BEN or W-8ECI (or any successor  forms), properly completed and
duly executed by such Lender, and such other documentation  required  under the
Internal   Revenue   Code,  or  regulations  or  administrative  pronouncements
promulgated thereunder,  and  reasonably requested by Company to establish that
such Lender is not subject to deduction or withholding of United States federal
income tax with respect to any  payments to such Lender of principal, interest,
fees or other amounts payable under  any  of  the  Credit  Documents; (ii) each
Lender  that  is  a  United States Person (as such term is defined  in  Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes,
and that is not a person  which  the Company is entitled to treat as an "exempt
recipient" (as such term is defined  in  Section 1.6049-4(c)(ii)  of the United
States  Treasury Regulations) without receiving a certificate from such  person
(under current  law,  including,  but  not  limited  to  any  person whose name
includes  the  terms  "Incorporated",  "Inc.", "Corporation", "Corp.",  "P.C.",
"insurance  company", "indemnity company",  "reinsurance  company",  "assurance
company",  "bank",   "savings   and  loan  association",  "buildings  and  loan
association",  "homestead association",  "credit  union"  or  "industrial  loan
association" and  their  permitted foreign language equivalents, and any entity
that is generally known in  the  investment  community  to be registered at all
times during the taxable year under the Investment Company  Act of 1940) (a "US
Lender")  shall  deliver  to the Administrative Agent for transmission  to  the
Company, on or prior to the  Effective  Date  (in  the  case  of each US Lender
listed on the signature pages hereof, on the Effective Date) or  on or prior to
the date of the Assignment Agreement pursuant to which it becomes  a  US Lender
(in  the  case  of  each  other  US  Lender), and at such other times as may be
necessary in the determination of the  Company or Administrative Agent (each in
the reasonable exercise of its discretion),  two  original  copies  of Internal

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Revenue Service Form W-9 (or any successor forms), properly completed  and duly
executed  by  such US Lender, and such other documentation reasonably requested
by the Company, to establish that such US Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such US Lender  of principal, interest, fees or other amounts payable under any
of the Credit Documents;  or  (iii) if  such  Lender  is  not a "bank" or other
Person described in Section 881(c)(3) of the Internal Revenue  Code  and cannot
deliver  either  Internal  Revenue  Service  Form W-8BEN or W-8ECI pursuant  to
clause (i) above, a Certificate re Non-Bank Status  together  with two original
copies  of Internal Revenue Service Form W-8 (or any successor form),  properly
completed  and  duly  executed  by  such  Lender,  and such other documentation
reasonably requested by Company or Administrative Agent  to establish that such
Lender  is  not  subject to deduction or withholding of United  States  federal
income tax with respect  to  any  payments  to  such Lender of interest payable
under any of the Credit Documents.  Each Lender required  to deliver any forms,
certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.21(c) hereby  agrees,  from time
to  time  after  the  initial  time  for delivery or potential delivery by such
Lender of such forms, certificates or  other evidence, whenever a lapse in time
or change in circumstances renders such  forms,  certificates or other evidence
obsolete or inaccurate in any material respect, that such Lender shall promptly
deliver to Administrative Agent for transmission to  Company  two  new original
copies  of  Internal  Revenue  Service  Form W-8BEN or W-8ECI (or any successor
forms), or a Certificate re Non-Bank Status  (or  any  successor forms) and two
original copies of Internal Revenue Service Form W-8 or  two original copies of
Internal Revenue Service Form W-9, as the case may be (or any successor forms),
properly   completed  and  duly  executed  by  such  Lender,  and  such   other
documentation  reasonably  requested  by  Company  or  Administrative  Agent to
confirm  or  establish  that  such  Lender  is  not  subject  to  deduction  or
withholding  of  United  States  federal income tax with respect to payments to
such Lender under the Credit Documents,  or  notify  Administrative  Agent  and
Company  of  its  inability  to  deliver  any such forms, certificates or other
evidence.  Company shall not be required to  pay  any  additional amount to any
U.S. Lender or Non-US Lender under Section 2.21(b)(iii) if  such  Lender  shall
have  failed  (1) to deliver the forms, certificates or other evidence referred
to  in  the  second   sentence   of  this  Section 2.21(c),  or  (2) to  notify
Administrative Agent and Company of  its  inability  to deliver any such forms,
certificates or other evidence, as the case may be; provided,  if  such  Lender
shall   have   satisfied  the  requirements  of  the  first  sentence  of  this
Section 2.21(c)  on  the  Effective  Date  or  on  the  date  of the Assignment
Agreement pursuant to which it became a Lender, as applicable,  nothing in this
last sentence of Section 2.21(c) shall relieve Company of its obligation to pay
any  additional amounts pursuant to Section 2.20(a) or Section 2.21(b)  in  the
event  that,  as  a  result  of  any  change  in  any applicable law, treaty or
governmental rule, regulation or order, or any change  in  the  interpretation,
administration  or  application  thereof,  such  Lender  is  no longer properly
entitled to deliver forms, certificates or other evidence at a  subsequent date
establishing  the  fact  that  such  Lender  is  not subject to withholding  as
described herein.  Each US Lender and Non-US Lender  hereby agrees to indemnify
and hold harmless the Company from and against any Taxes  imposed  on or behalf
of  the  United  States  or  any taxing jurisdiction thereof, and any interest,
penalties or additions thereto,  or  costs  incurred  in  connection therewith,

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incurred or payable by the Company as a result of the failure of the Company to
comply with its obligations to deduct or withhold any Taxes  imposed  by  or on
behalf  of  the  United  States  or  any  taxing  jurisdiction thereof from any
payments made pursuant to this Agreement to such US  Lender,  Non-US  Lender or
the Administrative Agent, which failure resulted from the Company's reliance on
any  form,  statement, certificate or other information provided to it by  such
Lender pursuant  to  this  Section 2.21  or  by  reason  of such Lender being a
"conduit entity" within the meaning of U.S. Treasury Regulation Section 1.881-3
(or any applicable successor provision).

       2.22. OBLIGATION TO MITIGATE.  Each Lender agrees that,  as  promptly as
practicable after the officer of such Lender responsible for administering  its
Commitments,  Loans  or Letters of Credit, as the case may be, becomes aware of
the occurrence of an event  or  the  existence  of a condition that would cause
such Lender to become an Affected Lender or that  would  entitle such Lender to
receive payments under Section 2.19, 2.20 or 2.21, it will,  to  the extent not
inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts to (a) make, issue,  fund or
maintain  its  Commitments, Loans and Letters of Credit, including any Affected
Loans, through another  office  of such Lender, or (b) take such other measures
as such Lender may deem reasonable,  if  as  a result thereof the circumstances
which would cause such Lender to be an Affected  Lender would cease to exist or
the additional amounts which would otherwise be required  to  be  paid  to such
Lender  pursuant to Section 2.19, 2.20 or 2.21 would be materially reduced  and
if, as determined  by  such Lender in its sole discretion, the making, issuing,
funding or maintaining of  such Commitments, Loans or Letters of Credit through
such other office or in accordance  with  such  other measures, as the case may
be, would not otherwise adversely affect such Commitments,  Loans or Letters of
Credit  or  the  interests of such Lender; provided, such Lender  will  not  be
obligated to utilize  such  other  office  pursuant to this Section 2.22 unless
Company agrees to pay all incremental expenses  incurred  by  such  Lender as a
result  of  utilizing  such  other office as described in clause (a) above.   A
certificate as to the amount of  any  such expenses payable by Company pursuant
to  this  Section 2.22  (setting  forth in  reasonable  detail  the  basis  for
requesting such amount) submitted by  such  Lender  to  Company (with a copy to
Administrative Agent) shall be conclusive absent manifest error.

       2.23. DEFAULTING  LENDERS.  Anything contained herein  to  the  contrary
notwithstanding, in the event  that  any Lender, at the direction or request of
any regulatory agency or authority, defaults  (a  "DEFAULTING  LENDER")  in its
obligation  to  fund  (a  "FUNDING  DEFAULT")  any Revolving Loan under Section
2.3(b)(iv) or its portion of any unreimbursed payment  under Section 2.4(e) (in
each case, a "DEFAULTED LOAN"), then (a) during any Default Period with respect
to such Defaulting Lender, such Defaulting Lender shall  be  deemed not to be a
"Lender" for purposes of voting on any matters (including the  granting  of any
consents  or  waivers)  with respect to any of the Credit Documents; (b) to the
extent permitted by applicable  law, until such time as the Default Excess with
respect to such Defaulting Lender  shall  have  been  reduced  to zero, (i) any
voluntary prepayment of the Revolving Loans shall, if Company so directs at the

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time of making such voluntary prepayment, be applied to the Revolving  Loans of
other  Lenders  as if such Defaulting Lender had no Revolving Loans outstanding
and the Revolving  Exposure  of  such Defaulting Lender were zero, and (ii) any
mandatory prepayment of the Revolving Loans shall, if Company so directs at the
time of making such mandatory prepayment,  be applied to the Revolving Loans of
other Lenders (but not to the Revolving Loans  of such Defaulting Lender) as if
such  Defaulting  Lender  had funded all Defaulted  Loans  of  such  Defaulting
Lender, it being understood and agreed that Company shall be entitled to retain
any portion of any mandatory prepayment of the Revolving Loans that is not paid
to such Defaulting Lender solely as a result of the operation of the provisions
of  this clause (b); (c) such  Defaulting  Lender's  Revolving  Commitment  and
outstanding  Revolving Loans and such Defaulting Lender's Pro Rata Share of the
Letter of Credit  Usage  shall  be  excluded  for  purposes  of calculating the
Revolving Commitment fee payable to Lenders in respect of any  day  during  any
Default  Period  with  respect  to  such Defaulting Lender, and such Defaulting
Lender shall not be entitled to receive  any  Revolving Commitment fee pursuant
to Section 2.11 with respect to such Defaulting  Lender's  Revolving Commitment
in  respect of any Default Period with respect to such Defaulting  Lender;  and
(d) the   Total  Utilization  of  Revolving  Commitments  as  at  any  date  of
determination  shall  be calculated as if such Defaulting Lender had funded all
Defaulted Loans of such  Defaulting  Lender.   No  Revolving  Commitment of any
Lender  shall  be  increased  or  otherwise affected, and, except as  otherwise
expressly  provided  in  this  Section 2.23,  performance  by  Company  of  its
obligations hereunder and the other  Credit  Documents  shall not be excused or
otherwise modified as a result of any Funding Default or  the operation of this
Section 2.23.  The rights and remedies against a Defaulting  Lender  under this
Section 2.23  are  in  addition to other rights and remedies which Company  may
have against such Defaulting  Lender  with  respect  to any Funding Default and
which  Administrative  Agent  or  any Lender may have against  such  Defaulting
Lender with respect to any Funding Default.

       2.24. REMOVAL OR REPLACEMENT  OF A LENDER.  Anything contained herein to
the  contrary  notwithstanding,  in  the  event   that:   (a)  any  Lender  (an
"INCREASED-COST LENDER") shall give notice to Company that  such  Lender  is an
Affected  Lender  or  such  Lender  becomes  entitled to receive payments under
Section 2.20 or 2.21, the circumstances which  have caused such Lender to be an
Affected Lender or which entitle such Lender to  receive  such  payments  shall
remain  in  effect,  and  such Lender shall fail to (i) withdraw such notice or
(ii) waive in writing the right  to receive the applicable payments, in each of
cases (i) and (ii), within five Business  Days after Company's request for such
withdrawal or waiver; or (b) any Lender shall  become  a Defaulting Lender, the
Default  Period  for such Defaulting Lender shall remain in  effect,  and  such
Defaulting Lender  shall  fail  to cure the default as a result of which it has
become a Defaulting Lender within  five  Business  Days after Company's request
that it cure such default; or (c) in connection with  any  proposed  amendment,
modification,  termination,  waiver  or  consent  with  respect  to  any of the
provisions  hereof as contemplated by Section 10.5(b), the consent of Requisite
Lenders shall  have  been obtained but the consent of one or more of such other
Lenders (each a "NON-CONSENTING  LENDER")  whose  consent is required shall not
have  been  obtained;  then, with respect to each such  Increased-Cost  Lender,

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Defaulting Lender or Non-Consenting  Lender  (the "TERMINATED LENDER"), Company
may, by giving written notice to Administrative Agent and any Terminated Lender
of  its  election to do so, elect to cause such  Terminated  Lender  (and  such
Terminated  Lender  hereby  irrevocably agrees) to assign its outstanding Loans
and its Revolving Commitments,  if  any,  in  full  to  one  or  more  Eligible
Assignees  (each  a "REPLACEMENT LENDER") in accordance with the provisions  of
Section 10.6 and Terminated  Lender  shall  pay  any fees payable thereunder in
connection with such assignment; provided, (1) on  the date of such assignment,
the Replacement Lender shall pay to Terminated Lender  an  amount  equal to the
sum  of  (A) an amount equal to the principal of, and all accrued interest  on,
all outstanding  Loans  of  the  Terminated  Lender, (B) an amount equal to all
unreimbursed drawings that have been funded by such Terminated Lender, together
with all then unpaid interest with respect thereto  at  such  time  and  (C) an
amount  equal  to  all  accrued,  but  theretofore  unpaid  fees  owing to such
Terminated Lender pursuant to Section 2.12; (2) on the date of such assignment,
Company  shall  pay  any amounts payable to such Terminated Lender pursuant  to
Section 2.19, 2.20 or  2.21 or otherwise as if it were a prepayment; and (3) in
the event such Terminated  Lender  is a Non-Consenting Lender, each Replacement
Lender shall consent, at the time of such assignment, to each matter in respect
of which such Terminated Lender was  a Non-Consenting Lender; provided, Company
may not make such election with respect  to  any Terminated Lender that is also
an Issuing Bank unless, prior to the effectiveness  of  such  election, Company
shall  have  caused  each  outstanding  Letter of Credit issued thereby  to  be
cancelled.  Upon the prepayment of all amounts  owing  to any Terminated Lender
and the termination of such Terminated Lender's Revolving  Commitments, if any,
such  Terminated  Lender  shall  no longer constitute a "Lender"  for  purposes
hereof;  provided,  any rights of such  Terminated  Lender  to  indemnification
hereunder shall survive as to such Terminated Lender.


SECTION 3.     CONDITIONS PRECEDENT

       3.1.  CLOSING  DATE.   The  obligation  of  any  Lender to make a Credit
Extension under the Original Agreement on the Closing Date  was  subject to the
satisfaction,  or  waiver  in  accordance  with  Section 10.5, of the following
conditions  on  or  before  the  Closing  Date.  Solely  for  purposes  of  the
historical conditions set forth in this Section  3.1, capitalized terms used in
this Section 3.1 and defined in the Original Agreement  shall have the meanings
specified in the Original Agreement as applicable as of the Closing Date.

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

             (b)    Organizational Documents; Incumbency.  Administrative Agent
shall  have  received  (i) sufficient  copies  of each Organizational  Document
executed and delivered by each Credit Party, as  applicable, and, to the extent
applicable,  certified  as  of  a  recent date by the appropriate  governmental
official, for each Lender, each dated  the  Closing Date or a recent date prior

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thereto; (ii) signature and incumbency certificates  of  the  officers  of such
Person executing the Credit Documents to which it is a party; (iii) resolutions
of  the  Board  of  Directors  or  similar  governing body of each Credit Party
approving  and  authorizing the execution, delivery  and  performance  of  this
Agreement and the other Credit Documents and the Related Agreements to which it
is a party or by  which  it  or its assets may be bound as of the Closing Date,
certified as of the Closing Date  by its secretary or an assistant secretary as
being in full force and effect without  modification  or amendment; (iv) a good
standing certificate from the applicable Governmental Authority  of each Credit
Party's  jurisdiction of incorporation, organization or formation and  in  each
jurisdiction  in which it is qualified as a foreign corporation or other entity
to do business,  each  dated  a  recent  date  prior  to  the Closing Date; and
(v) such  other  documents  as Administrative Agent may reasonably  request  in
writing.

             (c)    Organizational  and  Capital Structure.  The organizational
structure and capital structure of Holdings  and  its Subsidiaries, both before
and after giving effect to the Merger, shall be as set forth on Schedule 4.2.

             (d)    Issuance of Senior Subordinated  Notes.   On  or before the
Closing Date:

                    (i)   Company  shall have received the gross proceeds  from
       the issuance of the Senior Subordinated  Notes in an aggregate amount in
       cash of not less than $250,000,000;

                    (ii)  Company  shall  have delivered  to  Agents  complete,
       correct and conformed copies of the  Senior Subordinated Note Documents;
       and

                    (iii) Company shall have  provided evidence satisfactory to
       Agents  that  the  proceeds  of  Senior  Subordinated  Notes  have  been
       irrevocably committed, prior to the application  of  the proceeds of the
       Term Loans to be made on the Closing Date, to the payment  of the Merger
       Financing  Requirements (subject to the concurrent consummation  of  the
       Merger).

             (e)    Equity  Financing.   On or before the Closing Date, Company
shall have provided evidence satisfactory  to  Agents  that the proceeds of the
Equity Financing have been irrevocably committed, prior  to  the application of
the proceeds of the Term Loans to be made on the Closing Date,  to  the payment
of the Merger Financing Requirements (subject to the concurrent consummation of
the Merger).

             (f)    Related Agreements.  Syndication Agent shall have  received
a  fully executed or conformed copy of each Related Agreement and any documents
executed  in  connection  therewith,  together  with  copies of any opinions of
counsel delivered to the parties under the Related Agreements, accompanied by a
letter  from  each  such  counsel  (to  the extent not inconsistent  with  such
counsel's established internal policies)  authorizing Lenders to rely upon such
opinion  to  the  same extent as though it were  addressed  to  Lenders.   Each
Related Agreement shall  be  in  full force and effect and no provision thereof

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shall have been modified or waived  in  any  respect  determined by Syndication
Agent to be material, in each case without the consent of Syndication Agent.

             (g)    Consummation  of  Merger and Other Transactions.   (i)  All
conditions to the Merger set forth in Article  VIII of the Merger Agreement and
related  documents shall have been satisfied or the  fulfillment  of  any  such
conditions  shall have been waived with the consent of Administrative Agent and
Syndication Agent;  (ii) the  Merger  shall have become effective in accordance
with the terms of the Merger Agreement; (iii) the other conditions set forth in
Schedule  1.1  shall  have  been  satisfied;   and  (iv) the  Merger  Financing
Requirements shall not exceed $848,800,000.

             (h)    Existing Guaranty Obligations.   Except  as  set  forth  on
Schedule  6.1(g), on the Closing Date, Holdings and its Subsidiaries shall have
(i) extinguished  all guaranty obligations of Company and its Subsidiaries, and
(ii) made arrangements  satisfactory  to  Syndication  Agent and Administrative
Agent with respect to the cancellation of any letters of  credit outstanding to
support the obligations of Holdings and its Subsidiaries with respect thereto.

             (i)    Existing  Indebtedness.   Except as set forth  on  Schedule
6.1(g),  on  the  Closing  Date,  Holdings  and  its  Subsidiaries  shall  have
(i) repaid in full all of their Indebtedness, (ii) terminated  any  commitments
to  lend  or  make  other  extensions of credit thereunder, (iii) delivered  to
Syndication  Agent  and  Administrative  Agent  all  documents  or  instruments
necessary to release all Liens securing any Indebtedness (other than in respect
of Surviving Indebtedness)  of any of them or other obligations of Holdings and
its Subsidiaries thereunder being  repaid  on  the  Closing Date, and (iv) made
arrangements  satisfactory to Syndication Agent and Administrative  Agent  with
respect to the  cancellation of any letters of credit outstanding thereunder or
the issuance of Letters  of  Credit  to support the obligations of Holdings and
its Subsidiaries with respect thereto.

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

             (k)    Governmental  Authorizations  and  Consents.   Each  Credit
Party  shall have obtained all Governmental Authorizations and all consents  of
other Persons,  in  each  case  that  are  necessary  in  connection  with  the
transactions  contemplated  by  the Credit Documents and the Related Agreements
and each of the foregoing shall be  in  full  force  and effect and in form and
substance  reasonably  satisfactory  to  Syndication Agent  and  Administrative
Agent, except for such registrations, consents,  approvals,  notices or actions
the  failure  of which to obtain, individually or in the aggregate,  could  not
reasonably be expected  to  have  a  Material  Adverse  Effect.  All applicable
waiting periods shall have expired without any action being taken or threatened
by any competent authority which would restrain, prevent  or  otherwise  impose
adverse conditions on the transactions contemplated by the Credit Documents  or
the  Related  Agreements  or  the  financing thereof and no action, request for

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stay, petition for review or rehearing, reconsideration, or appeal with respect
to any of the foregoing shall be pending,  and  the  time  for  any  applicable
agency  to  take  action to set aside its consent on its own motion shall  have
expired.

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

                    (i)   fully  executed  and  notarized  Mortgages, in proper
       form   for  recording  in  all  appropriate  places  in  all  applicable
       jurisdictions,   encumbering   each   Real   Estate   Asset   listed  in
       Schedule 3.1(l) (each, a "CLOSING DATE MORTGAGED PROPERTY'');

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

                    (iii) in  the case of each Leasehold  Property  that  is  a
       Closing  Date Mortgaged Property,  (1) a  Landlord's  Consent,  Estoppel
       Certificate  and Amendment and (2) evidence that such Leasehold Property
       is a Recorded Leasehold Interest;

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

                    (v)   evidence of flood  insurance  with  respect  to  each
       Flood  Hazard  Property that is located in a community that participates

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       in the National Flood Insurance Program, in each case in compliance with
       any applicable regulations  of  the  Board  of  Governors of the Federal
       Reserve  System,  in  form  and  substance  reasonably  satisfactory  to
       Collateral Agent;

                    (vi)  ALTA/ACSM surveys (or any  other surveys available in
       such  state  and  reasonably satisfactory to Collateral  Agent)  of  all
       Closing Date Mortgaged  Properties,  certified  to  Collateral Agent and
       dated not more than thirty days prior to the Closing  Date  and  in form
       and substance reasonably satisfactory to Collateral Agent.

                    (vii) fully  executed  UCC-1 fixture filings for filing  in
       each location Collateral Agent reasonably  determines to be appropriate;
       and

                    (viii)an appraisal of each Closing  Date Mortgaged Property
       in form and substance reasonably acceptable to Collateral Agent.

             (m)    Other  Collateral.   In  order  to  create   in   favor  of
Collateral Agent, for the benefit of Secured Parties, a valid, perfected  First
Priority  security  interest in the Collateral (other than Real Estate Assets),
Collateral Agent shall have received:

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

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

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

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             (n)    Collateral  Matters.   Each of the Administrative Agent and
the Collateral Agent shall have received evidence  that each Credit Party shall
have taken or caused to be taken any other action, executed  and  delivered  or
caused  to  be  executed  and  delivered  any  other  agreement,  document  and
instrument  and made or caused to be made any other filing and recording (other
than as set forth herein) reasonably required by Collateral Agent.

             (o)    Financial  Statements;  Projections.   Lenders  shall  have
received  from Holdings (i) the Historical Financial Statements, (ii) pro forma
consolidated  and consolidating balance sheets of Holdings and its Subsidiaries
as at the Closing  Date,  and  reflecting  the  consummation of the Merger, the
related  financings  and  the  other transactions contemplated  by  the  Credit
Documents to occur on or prior to  the  Closing Date, which pro forma financial
statements shall be in form and substance  satisfactory to Administrative Agent
and Syndicated Agent, (iii) the Projections,  and  (iv) if the Closing Date has
not  occurred  on  or  prior  to August 15, 2002, a certificate  of  the  Chief
Financial Officer of Holdings certifying  that the Consolidated Adjusted EBITDA
for the four Fiscal Quarters ended on June 30,  2002  is  not  less than $114.2
million determined on a pro forma basis after giving effect to the  Merger, the
related  financings  and  the  other  transactions  contemplated by the Related
Agreements to occur on or prior to the Closing Date.

             (p)    Evidence  of  Insurance.   Each  of Syndication  Agent  and
Administrative Agent shall have received a certificate from Company's insurance
broker or other evidence satisfactory to it that all insurance  required  to be
maintained  pursuant  to  Section 5.5 is  in  full  force and effect  and  that
Administrative  Agent,  for the benefit of Lenders has been named as additional
insured and loss payee thereunder to the extent required under Section 5.5.

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

             (r)    Opinions  of  Counsel  to Syndication Agent.  Lenders shall
have  received originally executed copies of  one  or  more  favorable  written
opinions  of Sullivan & Cromwell, counsel to Syndication Agent, dated as of the
Closing Date,  in  form  and  substance  reasonably  satisfactory  to  each  of
Syndication Agent and Administrative Agent.

             (s)    Fees.   Company  shall  have  paid  to the Agents, the fees
payable on the Closing Date referred to in Section 2.11(e).

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             (t)    Solvency Certificate; Solvency Appraisal.   On  the Closing
Date,  Syndication  Agent  and  Administrative Agent shall have received  (i) a
Solvency Certificate from the Chief  Financial Officer of Holdings on behalf of
Company   and  (ii) an  opinion  from  an  independent   valuation   consultant
satisfactory  to  Syndication  Agent  and  Administrative Agent, each dated the
Closing  Date  and  addressed to Syndication Agent,  Administrative  Agent  and
Lenders, and in form, scope and substance satisfactory to Syndication Agent and
Administrative Agent, with appropriate attachments and demonstrating that after
giving effect to the consummation of the Merger, the related financings and the
other transactions contemplated  by  the Related Documents to occur on or prior
to the Closing Date, Company and its Subsidiaries are and will be Solvent.

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

             (v)    Closing Date.  Lenders shall have  made  the  Term  Loan to
Company on or before August 31, 2002.

             (w)    No  Litigation.   The  representations  and  warranties set
forth  in  Sections 4.13  and  6.4  of  the  Merger  Agreement (subject to  the
exemptions and qualifications set forth therein) shall  be  true and correct as
of the Closing Date or compliance therewith as of the Closing  Date  shall have
been  waived  with  the  prior approval of Syndication Agent and Administrative
Agent.

             (x)    Completion  of Proceedings.  All partnership, corporate and
other proceedings taken or to be  taken  in  connection  with  the transactions
contemplated  hereby and all documents incidental thereto not previously  found
acceptable by Administrative  Agent  or Syndication Agent and its counsel shall
be satisfactory in form and substance  to  Administrative Agent and Syndication
Agent and such counsel, and Administrative Agent,  Syndication  Agent  and such
counsel shall have received all such counterpart originals or certified  copies
of  such  documents as Administrative Agent or Syndication Agent may reasonably
request.

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

       3.2.  CONDITIONS TO EACH CREDIT EXTENSION.

             (a)    Conditions  Precedent.   The  obligation of each Lender  to
make any Loan, or Issuing Bank to issue any Letter  of  Credit,  on  any Credit
Date, including the Effective Date, are subject to the satisfaction, or  waiver
in accordance with Section 10.5, of the following conditions precedent:

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                    (i)   Administrative  Agent  shall  have  received  a fully
       executed  and  delivered  Funding Notice or Issuance Notice, as the case
       may be;

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

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

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

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

                    (vi)  in  the  case  of a Revolving Loan used in connection
       with the financing of a Permitted Acquisition  (other  than  a Revolving
       Loan  on  the  Landis Acquisition Closing Date in an aggregate principal
       amount  not  to  exceed  $10,000,000  used  to  pay  Landis  Acquisition
       Financing  Requirements),  if  (A) the  aggregate  amount  of  Permitted
       Acquisition  Expenses exceeds $10,000,000 or (B) the aggregate amount of
       Permitted  Acquisition  Expenses  for  Permitted  Acquisitions  for  the
       previous four  Fiscal  Quarters (together with any Permitted Acquisition
       agreed to and not yet consummated)  exceeds  $20,000,000, then the Chief
       Financial  Officer  of  Holdings  shall  have  delivered   a  Compliance
       Certificate  representing and warranting and otherwise demonstrating  to
       the satisfaction  of  Administrative Agent that, as of such Credit Date,
       the Leverage Ratio as of  the last day of the most recent Fiscal Quarter
       for  which financial statements  have  been  delivered  to  the  Lenders
       pursuant  to  Section  5.1(b),  determined  on  a  pro  forma  basis  in
       accordance  with  Section  6.8(d)  after  giving  effect to the proposed
       Credit  Extension,  shall  not  exceed  5.00:1.00 in respect  of  Fiscal
       Quarters ending on or prior to December 25, 2004; and (iii) 4.75:1.00 in
       respect of subsequent Fiscal Quarters.

             Any  Agent  or  Requisite  Lenders  shall  be  entitled,  but  not
obligated to, request and receive, prior to the making of any Credit Extension,
additional  information  reasonably  satisfactory  to   the   requesting  party

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confirming  the  satisfaction  of  any of the foregoing if, in the  good  faith
judgment of such Agent or Requisite  Lender such request is warranted under the
circumstances.

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

       3.3.  CONDITIONS TO EFFECTIVENESS.  This Agreement and the obligation of
each Term Loan Lender to  make  a Term Loan in the amount of such Lender's Term
Loan Commitment as set forth in Annex A-1  of  this  Agreement on the Effective
Date shall become effective on August [  ], 2004 (the  "EFFECTIVE  DATE")  only
upon:

             (a)    the  execution  and delivery of counterpart signature pages
hereto by (i) Term Loan Lenders holding  100% of the Term Loan Commitments, and
Lenders having Revolving Exposure as of the  date  hereof  in excess of 50% the
aggregate Revolving Exposure of all Lenders and (ii) each Credit Party;

             (b)    the satisfaction of the conditions precedent  set  forth in
Section 3.2 in respect of the making of the Term Loans on the Effective Date.

             (c)    opinion  of  Fried  Frank Harris Shriver & Jacobson LLP  in
respect of this Agreement; and

             (d)    payment on or before  the  Effective  Date  of  all fees to
Agents referred to in Section 2.12(e).

             If  for  any  reason  this Agreement does not become effective  by
11:59 p.m. on the Effective Date, this  Agreement  shall  be void ab initio and
the  Existing Agreement shall continue in full force and effect  in  accordance
with its terms;

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       3.4.  EFFECT  OF  AGREEMENT ON OTHER CREDIT DOCUMENTS.  By its signature
on  this  Agreement,  each Credit  Party  acknowledges  and  agrees  that  this
Agreement is a valid amendment  of  the  Existing  Agreement made in accordance
with  the terms thereof and binding against such Credit  Party  and  that  each
Credit  Document  (other  than  this  Agreement) shall continue to be valid and
binding against such Credit Party and its assets and properties as of and after
the Effective Date (with any references  to  the Existing Agreement in any such
Credit Document construed as references to this Agreement).


SECTION 4.     REPRESENTATIONS AND WARRANTIES

             In order to induce Lenders and Issuing  Bank  to  enter  into this
Agreement  and  to  make  each Credit Extension to be made thereby, each Credit
Party represents and warrants to each Lender and Issuing Bank, on the Effective
Date and on each Credit Date,  that  the  following  statements  are  true  and
correct,  except  to  the  extent  any  representation or warranty relates to a
specific date, in which case such statement  shall  be  true  and correct as of
such specific date.

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

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

       4.3.  DUE AUTHORIZATION.   The  transactions  contemplated by the Credit
Documents  are  within  the  corporate  powers  of each Credit  Party  and  the
execution,  delivery and performance of the Credit  Documents  have  been  duly
authorized by  all  necessary action on the part of each Credit Party that is a
party thereto.

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       4.4.  GUARANTOR  SUBSIDIARIES.  Schedule 4.4 correctly sets forth, as of
the Effective Date, all of  Company's Guarantor Subsidiaries who are parties to
this Agreement.

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

       4.6.  GOVERNMENTAL CONSENTS.  The execution, delivery and performance by
Credit  Parties  of  the  Credit  Documents  to  which they are parties and the
consummation of the transactions contemplated by the  Credit  Documents  do not
and  will  not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any Governmental Authority, except for such
registrations,  consents, approvals, notices or actions the failure of which to
obtain, individually  or  in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

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

       4.8.  HISTORICAL  FINANCIAL   STATEMENTS.    The   Historical  Financial
Statements  were prepared in conformity with GAAP and fairly  present,  in  all

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

       4.9.  PROJECTIONS.  On and as of the  Effective Date, the Projections of
Holdings and its Subsidiaries for the period beginning  with  Fiscal  Year 2003
through  and  including Fiscal Year 2010 (the "PROJECTIONS") are based on  good
faith estimates  and reasonable assumptions made by the management of Holdings;
provided, the Projections are not to be viewed as facts and that actual results
during the period  or  periods  covered by the Projections may differ from such
Projections and that the differences  may  be material; provided further, as of
the Effective Date, management of Holdings believed  that  the Projections were
reasonable and attainable.

       4.10. NO MATERIAL ADVERSE CHANGE.  Since December 27,  2003,  no  event,
circumstance or change has occurred that has caused or evidences, either in any
case or in the aggregate, a continuing Material Adverse Effect.

       4.11. ADVERSE  PROCEEDINGS,  ETC.   There  are  no  Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected  to  have a
Material  Adverse  Effect.  Neither Holdings nor any of its Subsidiaries (a) is
in  violation of any  applicable  laws  (including  Environmental  Laws)  that,
individually  or  in  the  aggregate,  could  reasonably  be expected to have a
Material Adverse Effect, or (b) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court
or any federal, state, municipal or other governmental department,  commission,
board,   bureau,   agency   or  instrumentality,  domestic  or  foreign,  that,
individually or in the aggregate,  could  reasonably  be  expected  to  have  a
Material Adverse Effect.

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

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       4.13. PROPERTIES.

             (a)    Title.  Each of Holdings and its Subsidiaries has (i) good,
sufficient  and legal title to (in the case of fee interests in real property),
(ii) valid leasehold  interests  in (in the case of leasehold interests in real
or personal property), and (iii) good  title  to  (in  the  case  of  all other
personal property), all of their respective properties and assets reflected  in
their respective Historical Financial Statements referred to in Section 4.8 and
in  the  most recent financial statements delivered pursuant to Section 5.1, in
each case  except  for  assets  disposed  of  since  the date of such financial
statements in the ordinary course of business of Company  and  its Subsidiaries
or  as  otherwise  permitted  under Section 6.9.  Except as permitted  by  this
Agreement, all such properties and assets are free and clear of Liens.

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

       4.14. ENVIRONMENTAL  MATTERS.   Except  as  set  forth on Schedule 4.14,
(i) neither Holdings nor any of its Subsidiaries nor any  of  their  respective
Facilities or operations are subject to any outstanding written order,  consent
decree  or  settlement  agreement with any Person relating to any Environmental
Law, any Environmental Claim,  or  any Hazardous Materials Activity, (ii) there
are and, to each of Holdings' and its  Subsidiaries'  knowledge,  have been, no
conditions,   occurrences,   or  Hazardous  Materials  Activities  which  could
reasonably be expected to form  the  basis  of  an  Environmental Claim against
Holdings  or any of its Subsidiaries, (iii) neither Holdings  nor  any  of  its
Subsidiaries  has  received any letter or request for information under Section
104 of the Comprehensive  Environmental  Response,  Compensation, and Liability
Act (42 U.S.C. {section} 9604) or any comparable state  law,  in  each of cases
(i),  (ii)  and  (iii)  that,  if  resolved  adversely, individually or in  the
aggregate,  could reasonably be expected to have  a  Material  Adverse  Effect.
Compliance with  all  current  or  reasonably  foreseeable  future requirements
pursuant  to or under Environmental Laws could not reasonably  be  expected  to
have, individually or in the aggregate, a Material Adverse Effect.  No event or
condition has  occurred  or is occurring with respect to Holdings or any of its
Subsidiaries relating to any  applicable  Environmental  Law,  any  Release  of
Hazardous  Materials, or any Hazardous Materials Activity which individually or

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in the aggregate  has  had, or could reasonably be expected to have, a Material
Adverse Effect, other than the events and conditions described on Schedule 4.14
as existing on or prior to the Effective Date.

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

       4.16. GOVERNMENTAL  REGULATION.   Neither   Holdings   nor  any  of  its
Subsidiaries is subject to regulation under the Public Utility  Holding Company
Act  of 1935, the Federal Power Act or the Investment Company Act  of  1940  or
under  any  other  federal  or  state statute or regulation which may limit its
ability to incur Indebtedness or  which may otherwise render all or any portion
of the Obligations unenforceable.  Neither Holdings nor any of its Subsidiaries
is a "registered investment company" or a company "controlled" by a "registered
investment company" or a "principal  underwriter"  of  a "registered investment
company" as such terms are defined in the Investment Company Act of 1940.

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

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

       4.19. EMPLOYEE  BENEFIT  PLANS.   Except  as,  individually  or  in  the
aggregate, could not reasonably be expected to have a Material  Adverse Effect,

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(i) Holdings,  each  of  its  Subsidiaries  and each of their respective  ERISA
Affiliates are in substantial compliance with  all  applicable  provisions  and
requirements  of  ERISA  and  the Internal Revenue Code and the regulations and
published interpretations thereunder  with  respect  to  each  Employee Benefit
Plan,  and  have  substantially  performed  all  their  obligations under  each
Employee  Benefit Plan, (ii) each Employee Benefit Plan which  is  intended  to
qualify under  Section  401(a)  of  the  Internal  Revenue  Code has received a
favorable  determination  letter  from the Internal Revenue Service  indicating
that  such Employee Benefit Plan is  so  qualified  and  nothing  has  occurred
subsequent  to the issuance of such determination letter which would cause such
Employee Benefit  Plan  to lose its qualified status, (iii) no liability to the
PBGC (other than required  premium  payments)  has  been  or  is expected to be
incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates,
(iv) no  ERISA  Event  has  occurred  or  is reasonably expected to occur,  and
(v) Holdings, each of its Subsidiaries and  each of their ERISA Affiliates have
complied with the requirements of Section 515  of  ERISA  with  respect to each
Multiemployer  Plan  and are not in material "default" (as defined  in  Section
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.)

       4.20. SOLVENCY.   Each  Credit  Party is and, upon the incurrence of any
Obligation by such Credit Party on any date  on  which  this representation and
warranty is made and after giving effect to the provisions of Section 7.2, will
be, Solvent.

       4.21. [Intentionally Omitted]

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

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

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results during the period or periods covered by any such projections may differ
materially from the  projected  results.   There  are  no facts known (or which
should  upon  the  reasonable exercise of diligence be known)  to  Holdings  or
Company (other than matters of a general economic nature) that, individually or
in the aggregate, could  reasonably be expected to result in a Material Adverse
Effect and that have not been  disclosed  herein  or  in  such other documents,
certificates and statements furnished to Lenders for use in connection with the
transactions contemplated hereby.


SECTION 5.     AFFIRMATIVE COVENANTS

             Each  Credit  Party  covenants  and  agrees that so  long  as  any
Commitment  is  in  effect  and until payment in full of  all  Obligations  and
cancellation or expiration of  all  Letters  of Credit, each Credit Party shall
perform, and shall cause each of its Subsidiaries  to perform, all covenants in
this Section 5.

       5.1.  FINANCIAL STATEMENTS AND OTHER REPORTS.   Holdings will deliver to
Administrative Agent and Lenders:

             (a)    Monthly Reports.  Solely to the Administration  Agent, (and
to  other  Lenders upon request) as soon as available, and in any event  within
30 days after  the  end  of  each  month  ending  after  the  Closing Date, the
consolidated balance sheet of Holdings and its Subsidiaries as  at  the  end of
such  month  and  the  related consolidated statements of income, stockholders'
equity and cash flows of  Holdings  and its Subsidiaries for such month and for
the period from the beginning of the  then  current  Fiscal  Year to the end of
such  month,  setting forth in each case in comparative form the  corresponding
figures for the  corresponding  periods  of  the  previous  Fiscal Year and the
corresponding figures from the Financial Plan for the current  Fiscal  Year, to
the extent prepared on a monthly basis, all in reasonable detail, together with
a Financial Officer Certification and a Narrative Report with respect thereto;

             (b)    Quarterly Financial Statements.  As soon as available,  and
in  any  event  within  45 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year, the consolidated and consolidating balance sheets
of Holdings and its Subsidiaries  as  at the end of such Fiscal Quarter and the
related consolidated (and with respect  to  sales  and  EBITDA,  statements  of
income,  consolidating)  statements  of  income,  stockholders' equity and cash
flows  of Holdings and its Subsidiaries for such Fiscal  Quarter  and  for  the
period from  the  beginning  of the then current Fiscal Year to the end of such
Fiscal  Quarter,  setting  forth   in   each   case  in  comparative  form  the
corresponding figures for the corresponding periods of the previous Fiscal Year
and the corresponding figures from the Financial  Plan  for  the current Fiscal
Year, all in reasonable detail, together with a Financial Officer Certification
and a Narrative Report with respect thereto;

             (c)    Annual Financial Statements.  As soon as available,  and in
any   event  within  90 days  after  the  end  of  each  Fiscal  Year,  (i) the
consolidated  and consolidating balance sheets of Holdings and its Subsidiaries

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as at the end of  such  Fiscal  Year  and  the  related  consolidated (and with
respect to sales, EBITDA and statements of income, consolidating) statements of
income,  stockholders' equity and cash flows of Holdings and  its  Subsidiaries
for such Fiscal  Year,  setting  forth  in  each  case  in comparative form the
corresponding  figures  for  the  previous  Fiscal  Year and the  corresponding
figures from the Financial Plan for the Fiscal Year covered  by  such financial
statements,   in   reasonable   detail,   together  with  a  Financial  Officer
Certification  and  a  Narrative  Report with respect  thereto;  and  (ii) with
respect to such consolidated financial  statements  a report thereon of Ernst &
Young or other independent certified public accountants  of recognized national
standing  selected by Holdings, and reasonably satisfactory  to  Administrative
Agent (which  report  shall  be  unqualified  as  to going concern and scope of
audit,  and  shall  state  that such consolidated financial  statements  fairly
present,  in all material respects,  the  consolidated  financial  position  of
Holdings and  its  Subsidiaries  as  at  the dates indicated and the results of
their operations and their cash flows for  the  periods indicated in conformity
with GAAP applied on a basis consistent with prior  years  (except as otherwise
disclosed  in  such  financial  statements)  and that the examination  by  such
accountants in connection with such consolidated  financial statements has been
made in accordance with generally accepted auditing standards) together (to the
extent not inconsistent with the pronouncements of  the  Institute of Certified
Public  Accountants  and  FASB)  with  a written statement by such  independent
certified public accountants stating whether,  in  connection  with their audit
examination,  any  failure  to comply with the terms, covenants, provisions  or
conditions of Article 5 or Article 6  (insofar as they relate to the accounting
matters) has come to their attention and,  if such a failure to comply has come
to their attention, specifying the nature and period of existence thereof;

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

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

             (f)    Notice of Default.  Promptly upon any Authorized Officer of
Holdings  or  Company  obtaining  knowledge (i) of any condition or event  that
constitutes a Default or an Event of  Default  or that notice has been given to
Holdings or Company with respect thereto; (ii) that  any  Person  has given any
notice  to  Holdings or any of its Subsidiaries or taken any other action  with
respect to any  event or condition set forth in Section 8.1(b); or (iii) of the
occurrence of any  events or changes that have caused or evidence, individually

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or in the aggregate, a Material Adverse Effect, a certificate of its Authorized
Officers specifying the nature and period of existence of such condition, event
or change, or specifying  the  notice given and action taken by any such Person
and the nature of such claimed Event  of  Default,  Default,  default, event or
condition,  and what action Company has taken, is taking and proposes  to  take
with respect thereto;

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

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

             (i)    Financial Plan.  As soon as practicable and in any event no
later than thirty (30) days  prior  to  the  beginning  of  each Fiscal Year, a
consolidated plan and financial forecast for such Fiscal Year  and  each Fiscal
Year  (or  portion  thereof)  through  the final maturity date of the Loans  (a
"FINANCIAL PLAN"), including (i) a forecasted  consolidated  balance  sheet and
forecasted consolidated statements of income and cash flows of Holdings and its
Subsidiaries  for  each  such  Fiscal  Year,  together  with  a    statement of
forecasted  compliance  with  the financial covenants in Section 6.8 (including
estimates of the information required  in  Annex  A  to  the form of Compliance
Certificate attached hereto) for each such Fiscal Year and  an  explanation  of
the  assumptions  on  which  such  forecasts  are  based,  and  (ii) forecasted
consolidated  statements  of  income  and  cash  flows  of  Holdings  and   its
Subsidiaries  for  each month of each such Fiscal Year, together, in each cases
(i) and (ii), with an  explanation  of  the assumptions on which such forecasts
are based all in form and substance reasonably satisfactory to Agents;

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             (j)    Insurance Report.  As  soon as practicable and in any event
by  the  last  day  of  each  Fiscal  Year,  a report  in  form  and  substance
satisfactory to Administrative Agent outlining  all material insurance coverage
maintained as of the date of such report by Holdings  and  its Subsidiaries and
all material insurance coverage planned to be maintained by  Holdings  and  its
Subsidiaries in the immediately succeeding Fiscal Year;

             (k)    Notice  of  Change  in Board of Directors.  With reasonable
promptness, written notice of any change  in the board of directors (or similar
governing body) of Holdings or Company;

             (l)    Environmental Disclosure.   The  materials  and information
required to be delivered under Section 5.9(a), as and when required;

             (m)    Information Regarding Collateral.  Information  required to
be delivered pursuant to Section 3.1(c) of the Pledge and Security Agreement.

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

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

       5.3.  PAYMENT OF TAXES AND CLAIMS.  Each Credit  Party  will,  and  will
cause  each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
properties  or  assets  or  in  respect  of  any  of  its income, businesses or
franchises  before  any  penalty  or  fine  accrues  thereon,  and  all  claims
(including claims for labor, services, materials and supplies)  for  sums  that
have  become due and payable and that by law have or may become a Lien upon any
of its  properties  or assets, prior to the time when any penalty or fine shall
be incurred with respect  thereto;  provided, no such Tax or claim need be paid
if  it is being contested in good faith  by  appropriate  proceedings  promptly

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instituted  and  diligently conducted, so long as (a) adequate reserve or other
appropriate provision,  as shall be required in conformity with GAAP shall have
been made therefor, and (b)  in  the case of a charge or claim which has or may
become  a  Lien  against  any  of  the  Collateral,  such  contest  proceedings
conclusively operate to stay the sale of  any  portion  of  the  Collateral  to
satisfy such Tax or claim.

       5.4.  MAINTENANCE OF PROPERTIES.  Each Credit Party will, and will cause
each of its Subsidiaries to, maintain or cause to be maintained in good repair,
working  order  and  condition,  ordinary  wear and tear excepted, all material
properties used or useful in the business of  Holdings and its Subsidiaries and
from  time  to  time  will make or cause to be made  all  appropriate  repairs,
renewals and replacements thereof.

       5.5.  INSURANCE.  Holdings will maintain or cause to be maintained, with
financially sound and reputable  insurers,  such  public  liability  insurance,
third  party  property  damage  insurance, business interruption insurance  and
casualty insurance with respect to  liabilities, losses or damage in respect of
the assets, properties and businesses  of  Holdings and its Subsidiaries as may
customarily be carried or maintained under similar  circumstances by Persons of
established reputation engaged in similar businesses,  in  each  case  in  such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such
Persons.   Without  limiting  the  generality  of  the foregoing, Holdings will
maintain or cause to be maintained (a) flood insurance  with  respect  to  each
Flood  Hazard  Property that is located in a community that participates in the
National  Flood  Insurance  Program,  in  each  case  in  compliance  with  any
applicable regulations of the Board of Governors of the Federal Reserve System,
and (b) first party,  property  coverage insurance on the Collateral under such
policies of insurance, with such  insurance  companies,  in  such amounts, with
such  deductibles,  and  covering  such  risks as are at all times  carried  or
maintained under similar circumstances by  Persons  of  established  reputation
engaged  in  similar  businesses.  Each such policy of insurance shall (i) name
Administrative Agent, on  behalf of Lenders as an additional insured thereunder
as its interests may appear  and  (ii) in  the  case of each casualty insurance
policy, contain a loss payable clause or endorsement,  satisfactory in form and
substance to Administrative Agent, that names Administrative  Agent,  on behalf
of  Lenders  as  the  loss  payee thereunder and provides for at least 30 days'
prior  written  notice  to  Administrative   Agent   of   any  modification  or
cancellation of such policy.

       5.6.  INSPECTIONS.  Each Credit Party will, and will  cause  each of its
Subsidiaries to, permit any authorized representatives designated by  any Agent
or  Lender  to visit and inspect any of the properties of any Credit Party  and
any of its respective Subsidiaries, to inspect and copy its and their financial
and accounting  records,  and  to  discuss  its and their affairs, finances and
accounts with its and their officers and independent  public  accountants,  all
upon  reasonable  notice  and  at  such reasonable times during normal business
hours  and  as  often  as may reasonably  be  requested.   If  such  visit  and
inspection occurs at a time  when  no  Default or Event of Default has occurred
and is continuing, such visit and inspection  shall  be  at the expense of such

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Lender  and,  if such visit and inspection occur at a time when  a  Default  or
Event of Default  has  occurred  and  is  continuing, such visit and inspection
shall be paid by Company pursuant to Section  10.2.   By  this  provision, each
Credit  Party  authorizes  its  independent  public accountants to discuss  the
affairs,  finances  and accounts of such Credit  Party  and  its  Subsidiaries,
provided, such Credit  Party may, if its so chooses, be present and participate
in any such discussion.

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

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

       5.9.  ENVIRONMENTAL.

             (a)    Environmental  Disclosure.    Holdings   will   deliver  to
Administrative  Agent  and Lenders the following information and materials,  in
each case to the extent that they relate to circumstances that, individually or
in the aggregate, could  reasonably  be  expected  to  have  a Material Adverse
Effect:

                    (i)   as  soon  as  practicable following receipt  thereof,
       copies of all environmental audits, investigations, analyses and reports
       whether prepared by personnel of Holdings  or any of its Subsidiaries or
       by  independent  consultants,  governmental  authorities  or  any  other
       Persons,  with  respect  to  significant environmental  matters  at  any
       Facility or with respect to any Environmental Claims;

                    (ii)  promptly upon  the occurrence thereof, written notice
       describing in reasonable detail (A)  any Release required to be reported
       to any federal, state or local governmental  or  regulatory agency under
       any  applicable  Environmental Laws, (B) any remedial  action  taken  by
       Holdings or any other  Person  in  response  to  any Hazardous Materials
       Activities and (C) Holdings or Company's discovery  of any occurrence or
       condition  on  any  real  property adjoining or in the vicinity  of  any
       Facility that could cause such  Facility  or  any  part  thereof  to  be
       subject  to  any  material  restrictions  on  the  ownership, occupancy,
       transferability or use thereof under any Environmental Laws;

                    (iii) as  soon  as  practicable following  the  sending  or
       receipt thereof by Holdings or any  of  its  Subsidiaries, a copy of any

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       and  all written communications with respect to  (A)  any  Environmental
       Claims  (B) any Release required to be reported to any federal, state or
       local  governmental  or  regulatory  agency,  and  (C) any  request  for
       information  from  any  governmental agency that suggests such agency is
       investigating  whether Holdings  or  any  of  its  Subsidiaries  may  be
       potentially responsible for any Hazardous Materials Activity;

                    (iv)  prompt written notice describing in reasonable detail
       (A) any proposed  acquisition  of stock, assets, or property by Holdings
       or any of its Subsidiaries that  could  reasonably be expected to expose
       Holdings  or  any of its Subsidiaries to, or  result  in,  Environmental
       Claims or affect  the  ability of Holdings or any of its Subsidiaries to
       maintain  in  full  force and  effect  all  Governmental  Authorizations
       required under any Environmental  Laws  for  their respective operations
       and  (B) any  proposed  action to be taken by Holdings  or  any  of  its
       Subsidiaries  to  modify current  operations  in  a  manner  that  could
       reasonably be expected to subject Holdings or any of its Subsidiaries to
       any additional obligations or requirements under any Environmental Laws;
       and

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

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

       5.10. SUBSIDIARIES.   In the event that any Person  becomes  a  Domestic
Subsidiary  of  Company,  whether   pursuant  to  a  Permitted  Acquisition  or
otherwise, Company shall (a) promptly  cause such Domestic Subsidiary to become
a Guarantor hereunder and a party to the  Intercompany  Subordination Agreement
and  a  Grantor  under  the  Pledge  and  Security Agreement by  executing  and
delivering  to  Administrative  Agent  and  Collateral   Agent   a  Counterpart
Agreement,  (b) promptly  cause  each  Person  holding  Capital  Stock of  such
Domestic Subsidiary (whether or not a Credit Party) to take all of  the actions
necessary  to grant and to perfect a First Priority Lien in favor of Collateral
Agent for the  benefit  of  the  Secured  Parties under the Pledge and Security
Agreement in respect of all such Capital Stock  and  (c)  take all such actions
and  execute  and  deliver,  or  cause to be executed and delivered,  all  such
documents, instruments, agreements,  and  certificates  as are similar to those
described in Sections 3.1(b), 3.1(l), 3.1(m), 3.1(n) and  3.1(p)  in respect of
any Collateral required to be secured for the benefit of Secured Parties  under
the  Pledge  and  Security  Agreement.   In the event that any Person becomes a
Foreign Subsidiary of Company, and Capital  Stock of such Foreign Subsidiary is

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directly owned by Company or by any Domestic  Subsidiary  of  Company,  Company
shall, or shall cause such Domestic Subsidiary to, deliver, all such documents,
instruments, agreements, and certificates as are similar to those described  in
Section 3.1(b), and Company shall take, or shall cause such Domestic Subsidiary
to  take, all of the actions necessary to grant and to perfect a First Priority
Lien  in favor of Collateral Agent for the benefit of Secured Parties under the
Pledge and Security Agreement in such Capital Stock.  With respect to each such
Subsidiary,  Company shall promptly send to Administrative Agent written notice
setting forth  with  respect  to  such Person (i) the date on which such Person
became a Subsidiary of Company, and  (ii) all  of  the  data required to be set
forth  in  Schedules 4.1 and 4.2 with respect to all Subsidiaries  of  Company;
provided, such  written  notice  shall be deemed to supplement Schedule 4.1 and
4.2 for all purposes hereof.

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

       5.12. INTEREST  RATE PROTECTION.  As soon as reasonably practicable, and
in any event no later than 120 days following the Closing Date and at all times
thereafter, Company shall  maintain,  or caused to be maintained, in effect one
or more Interest Rate Agreements for a  term  of  not  less  than two years and
otherwise in form and substance reasonably satisfactory to Administrative Agent
and  Syndication Agent, which Interest Rate Agreements shall effectively  limit
the Unadjusted  Eurodollar Rate Component of the interest costs to Company with
respect to an aggregate  notional  principal amount of not less than 50% of the
aggregate principal amount of Consolidated  Total Debt (excluding any Revolving
Loans)  outstanding  from  time  to time (based on  the  assumption  that  such
notional principal amount was a Eurodollar Rate Loan with an Interest Period of
three months) at a rate and on terms satisfactory to the Syndication Agent.

       5.13. FURTHER ASSURANCES.   At  any  time  or from time to time upon the
request  of  Administrative  Agent, each Credit Party  will,  at  its  expense,
promptly execute, acknowledge  and  deliver  such further documents and do such
other  acts  and  things  as  Administrative  Agent  or  Collateral  Agent  may
reasonably  request  in  order  to  effect fully the  purposes  of  the  Credit

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Documents.  In furtherance and not in  limitation of the foregoing, each Credit
Party shall take such actions as Administrative  Agent  or Collateral Agent may
reasonably  request  from  time  to  time  to  ensure that the Obligations  are
guarantied by the Guarantors and are secured by substantially all of the assets
of Holdings, and its Subsidiaries and all of the  outstanding  Capital Stock of
Company  and its Subsidiaries (subject to limitations contained in  the  Credit
Documents with respect to Foreign Subsidiaries).

       5.14. [Intentionally omitted.]


SECTION 6.     NEGATIVE COVENANTS

             Each  Credit  Party  covenants  and  agrees  that,  so long as any
Commitment  is  in  effect  and  until  payment in full of all Obligations  and
cancellation or expiration of all Letters  of  Credit,  such Credit Party shall
perform, and shall cause each of its Subsidiaries to perform,  all covenants in
this Section 6.

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

             (a)    the Obligations;

             (b)    (i) Indebtedness of any Guarantor Subsidiary to Company  or
to  any  other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary;
provided,  (A) all such Indebtedness shall be evidenced by promissory notes and
all such notes shall be subject to a First Priority Lien pursuant to the Pledge
and Security  Agreement,  (B) all  such  Indebtedness  shall  be  unsecured and
subordinated  in  right  of  payment  to the payment in full of the Obligations
pursuant to the terms and conditions of  the applicable promissory notes or the
Intercompany Subordination Agreement, and  (C) any  payment  by  any  Guarantor
Subsidiary  under  any guaranty of the Obligations shall result in a pro  tanto
reduction of the amount  of  any  such  Indebtedness  owed  by  such  Guarantor
Subsidiary to Company or to any of its Guarantor Subsidiaries for whose benefit
such payment is made; (ii) Indebtedness of any Foreign Subsidiary to Company or
any  Guarantor  Subsidiary,  provided,  (A)  all  such  Indebtedness  shall  be
evidenced  by  promissory  notes and all such notes shall be subject to a First
Priority Lien pursuant to the  Pledge  and  Security Agreement and (B) all such
Indebtedness shall be unsecured and subordinated  in  right  of  payment to the
payment in full of the Obligations pursuant to the terms and conditions  of the
applicable   promissory  notes  or  an  Intercompany  Subordination  Agreement;
(iii) Indebtedness  of  any  Foreign Subsidiary to any other Foreign Subsidiary
and (iv) Indebtedness between  Company  and  Holdings  arising  as  a result of
Restricted Junior Payments permitted under Section 6.5(d);

             (c)    Company  and  its  Guarantor  Subsidiaries  may become  and
remain  liable  with  respect  to   Senior  Subordinated  Notes in an aggregate

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principal amount not to exceed $440,000,000 at any time outstanding  under  the
Senior  Subordinated  Note Indenture;  additional Subordinated Indebtedness the
proceeds of which (net  of  reasonable costs and expenses associated therewith)
are used  to repay  the  Loans pursuant to Section 2.15(d), provided, the terms
and conditions of such  Subordinated  Indebtedness  (including  the  terms  and
conditions of any guarantees  of or other credit support for such Indebtedness)
are not less favorable in any material respect to Company and its Subsidiaries,
the  Agents  or  the Lenders than  the  terms  and  conditions  of  the  Senior
Subordinated Notes;  and  extensions, renewals, refinancings or replacements of
the Subordinated Indebtedness  permitted  under clauses (i) and (ii), provided,
such  extensions, renewals, refinancings or  replacements   are  on  terms  and
conditions  (including  the  terms and conditions of any guarantees of or other
credit  support for such Indebtedness)  not  less  favorable  in  any  material
respect to  Company  and  its  Subsidiaries, the Agents or the Lenders than the
terms and conditions of the Indebtedness being extended, renewed, refinanced or
replaced,  do not add as an obligor  any  Person  that  would  not have been an
obligor under the Indebtedness being extended, renewed, replaced or refinanced,
do not result in a greater principal amount or shorter remaining  average  life
to  maturity  than  the  Indebtedness  being  extended,  renewed,  replaced  or
refinanced and  are not effected at any time when a Default or Event of Default
has occurred and is continuing or would result therefrom;

             (d)    Indebtedness  in respect of (i) netting services, overdraft
protections and otherwise in connection  with  endorsements of checks and other
negotiable instruments and deposit accounts incurred  in the ordinary course of
business;  (ii)  workers'  compensation  claims,  self-insurance   obligations,
performance,   surety,   release,  appeal  and  similar  bonds  and  completion
guarantees incurred in the  ordinary  course  of  business  of  Company and its
Subsidiaries and any reimbursement obligations in respect of the foregoing; and
(iii)  indemnification obligations or obligations in respect of purchase  price
adjustments  or  similar  obligations  incurred  or  assumed by Company and its
Subsidiaries  in  connection with an Asset Sale or sale  of  Capital  Stock  of
Holdings otherwise permitted under this Agreement;

             (e)    guaranties  in  the  ordinary course of business of Company
and its Subsidiaries of the obligations of  suppliers,  customers,  franchisees
and licensees of Holdings and its Subsidiaries;

             (f)    guaranties  by  Holdings  or Company of Indebtedness  of  a
Guarantor Subsidiary or guaranties by a Subsidiary  of  Company of Indebtedness
of  Company  or  a  Guarantor  Subsidiary  with  respect,  in  each   case,  to
Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1;

             (g)    Indebtedness   described   in   Schedule 6.1(g),   and  not
exceeding  the  aggregate  principal  amount  indicated therein (the "SURVIVING
INDEBTEDNESS")  and,  solely in the case of the Surviving  Capital  Leases  and
Surviving IRBs, any extensions, renewals, refinancings or replacements thereof,
provided, such extensions,  renewals,  refinancings  or replacements (i) are on
terms and conditions (including the terms and conditions  of  any  guarantee or

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other credit support for such Indebtedness) not less favorable in any  material
respect  to  Company  and its Subsidiaries, the Agents or the Lenders than  the
terms and conditions of the Indebtedness being extended, renewed, refinanced or
replaced, (ii) do not add  as  obligor  any  Person that would not have been an
obligor under the Indebtedness being extended, renewed, replaced or refinanced,
(iii) do not result in a greater principal amount  or shorter remaining average
life  to maturity than the Indebtedness being extended,  renewed,  replaced  or
refinanced  and  (iv)  are  not effected at any time when a Default or Event of
Default has occurred and is continuing or would result therefrom;

             (h)    Indebtedness with respect to Capital Leases (in addition to
any Surviving Capital Leases),  including Capital Leases acquired in connection
with Permitted Acquisitions, in an  aggregate  amount  at  any time outstanding
after the Effective Date not to exceed the sum of $40,000,000;

             (i)    Indebtedness of Foreign Subsidiaries (to Persons other than
Company  or its Subsidiaries) in an aggregate amount not to exceed  $25,000,000
at any time outstanding;

             (j)    purchase  money  Indebtedness in an aggregate amount not to
exceed $10,000,000 at any time outstanding  (excluding any such Indebtedness of
a Person acquired in connection with a Permitted  Acquisition);  provided,  any
such  Indebtedness  (i) shall  be secured only by assets acquired in connection
with the incurrence of such Indebtedness,  and  (ii) shall  constitute not less
than 90% of the aggregate consideration paid with respect to such asset;

             (k)    (i) Indebtedness (other than Capital Leases)  of any Person
(other  than  Landis  or  any  Subsidiary  of  Landis) that becomes a Guarantor
Subsidiary after the date hereof pursuant to a Permitted Acquisition (including
purchase money Indebtedness of such Person), which  Indebtedness  exists at the
time  such Person becomes a Subsidiary and is not created in contemplation  of,
or in connection  with,  such  Person  becoming  a  Subsidiary;  and  (ii)  any
extensions,  renewals,  refinancings or replacements of such Indebtedness which
extensions,  renewals, refinancings  or  replacements  (A)  are  on  terms  and
conditions (including the terms and conditions of any guarantee or other credit
support for such  Indebtedness)  not  less favorable in any material respect to
Company and its Subsidiaries or the Lenders  than  the  terms and conditions of
the Indebtedness being extended, renewed, refinanced or replaced  and,  (B)  do
not  add  as  obligor  any Person that would not have been an obligor under the
Indebtedness being extended, renewed, replaced or refinanced, (C) do not result
in a greater principal amount  or  shorter  remaining  average life to maturity
than the Indebtedness being extended, renewed, replaced  or  refinanced and (D)
are  not effected at any time when a Default or Event of Default  has  occurred
and is  continuing or would result therefrom; provided, the aggregate amount of
Indebtedness  described  in clauses (i) and (ii) does not exceed $10,000,000 at
any time outstanding;

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             (l)    Indebtedness with respect to Financial Hedge Agreements;

             (m)    senior  unsecured  Indebtedness  of  Holdings  to rank pari
passu with Holdings' Obligations under its Guaranty, in an aggregate  principal
amount  not  to  exceed  $50,000,000  at  any  time  outstanding; provided, the
Administrative  Agent  is  satisfied  that  the  terms and conditions  of  such
Indebtedness (A) provide that there shall be no payment  (whether  in  Cash  or
other  assets or property, other than payments-in-kind) of principal, interest,
fees, expenses  or  other  amounts  by  Holdings out of the assets or estate of
Holdings  or  any of its Subsidiaries (other  than  as  a  consequence  of  any
acceleration or  event  of default) at any time prior to the payment in full of
the Obligations, (B) do not  create  rights  or  remedies  enforceable  against
Company  or  any  of  its  Subsidiaries,  (C)  do  not  provide  for covenants,
restrictions  or  limitations  on  Holdings  in  respect  of  Company  and  its
Subsidiaries, or Events of Default relating to Company and its Subsidiaries, in
each case, that are more restrictive in any material respect than the analogous
provisions  of  the  Senior  Subordinated  Notes  and  (D) provide  for a final
maturity after the final maturity of any Loan then outstanding or committed  to
be lent hereunder; provided, further, 100% of the proceeds of such Indebtedness
(net   of   reasonable  costs  and  expenses  associated  therewith,  including
reasonable fees  and  expenses  of  professional  advisors)  are contributed as
equity capital to Company;

             (n)    other   Indebtedness   of   Holdings   and   its  Guarantor
Subsidiaries,  which  is  unsecured  and subordinated to the Obligations  in  a
manner satisfactory to Administrative  Agent  in  an  aggregate  amount  not to
exceed $10,000,000 at any time outstanding; and

             (o)    Incremental Term Loans; provided, that the average weighted
maturity  of  Incremental  Term Loans, on an aggregate basis, shall not be less
than the remaining term of the Term Loan at any time.

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

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

             (b)    Liens  for  Taxes  or  Liens  imposed pursuant  to  Section
401(a)(29)  or  412(n)  of the Internal Revenue Code,  in  each  case,  if  the
underlying  obligations are  being  contested  in  good  faith  by  appropriate
proceedings promptly instituted and diligently conducted;

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

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

             (e)    easements,  rights-of-way, restrictions, encroachments, and
other minor defects or irregularities affecting any Real Estate Asset in title,
in  each  case  which  do not and will  not  materially  and  adversely  affect
marketability of title or  the  value of such Real Estate Asset or interfere in
any material respect with the ordinary  conduct  of the business of Holdings or
any of its Subsidiaries;

             (f)    any interest or title in real  estate  or improvements of a
lessor  or  sublessor,  but  only as a lessor, under any lease of  real  estate
permitted hereunder;

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

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

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

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

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

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             (l)    Liens  described  in  Schedule 6.2(l) or on a title  report
delivered pursuant to Section 3.1(l)(iv)(A);

             (m)    Liens securing Indebtedness  permitted pursuant to Sections
6.1(j) and 6.1(k),  provided, any  such  Lien (i) exists  on  the date  of  the
applicable  acquisition  or, solely in the case of  Indebtedness  permitted  in
Section 6.1(j),is created in connection with the  financing  of the acquisition
within   180  days  thereafter,  (ii) solely   in   the  case  of  Indebtedness
permitted  by  Section 6.1(k), is  not  created  in  contemplation  of,  or  in
connection  with,  such acquisition, and(iii) applies  only to  the property or
assets acquired;

             (n)    Liens in respect of  Surviving Capital Leases and Surviving
IRBs and existing as of the Effective Date  and any replacement Liens, provided
any such replacement Lien applies only to assets  and  property  subject to the
Lien so replaced; and

             (o)    other  Liens  on assets other than the Collateral  securing
Indebtedness in an aggregate amount  not  to  exceed  $5,000,000  at  any  time
outstanding.

       6.3.  EQUITABLE  LIEN.   If  any Credit Party or any of its Subsidiaries
shall create or assume any Lien upon  any  of its properties or assets, whether
now owned or hereafter acquired, other than  Permitted  Liens, it shall make or
cause to be made effective provisions whereby the Obligations  will  be secured
by  such  Lien  equally and ratably with any and all other Indebtedness secured
thereby as long as  any  such  Indebtedness  shall  be  so  secured;  provided,
notwithstanding  the  foregoing,  this  covenant  shall  not be construed as  a
consent by Requisite Lenders to the creation or assumption of any such Lien not
otherwise permitted by Section 6.2.

       6.4.  NO  FURTHER  NEGATIVE PLEDGES.  No Credit Party  nor  any  of  its
Subsidiaries  shall  enter into  any  agreement  prohibiting  the  creation  or
assumption of any Lien  upon any of its properties or assets, whether now owned
or  hereafter  acquired,  except   (a)  restrictions  pursuant  to  the  Credit
Documents, any Subordinated Indebtedness permitted under Section 6.1(c) and any
Surviving Indebtedness permitted under Section 6.1(g), provided, in the case of
Subordinated Indebtedness and Surviving  Indebtedness,  that  such restrictions
are   no   more  restrictive  in  any  material  respect  than  the  applicable
restrictions   in   the  Senior  Subordinated  Note  Documents;  (b)  customary
restrictions pending  a  sale of property or assets permitted hereunder arising
under  an  executed  agreement   in   respect  of  such  sale,  provided,  such
restrictions relate only to the property  or  assets  being sold; (c) customary
restrictions on assignment, subletting or other transfers  contained in leases,
licenses and similar agreements entered into in the ordinary course of business
of  Company  and  its  Subsidiaries, provided, in each case, such  restrictions
relate  only to the property  subject  to  such  leases,  licenses  or  similar
agreements;  and  (d)  restrictions  on  property  or  assets subject to a Lien
permitted under Section 6.2(m), provided, such restrictions  relate only to the
property or assets subject to such Lien.

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       6.5.  RESTRICTED JUNIOR PAYMENTS.  No Credit Party shall,  nor  shall it
permit any of its Subsidiaries through any manner or means or through any other
Person  to, directly or indirectly, declare, order, pay, make or set apart,  or
agree to  declare,  order,  pay,  make or set apart, any sum for any Restricted
Junior Payment in respect of such Credit  Party  or  Subsidiary, as applicable,
except that (a) Company may make regularly scheduled payments  of  interest  in
respect  of  the Senior Subordinated Notes in accordance with the terms of, and
only to the extent  required  by,  and  subject to the subordination provisions
contained in, the Senior Subordinated Note  Indenture;  (b) Company may extend,
renew, refinance or replace Subordinated Indebtedness to  the  extent permitted
under Section 6.1(c); (c) any Subsidiary  may  pay   dividends  or  make  other
distributions with respect to any class of its  issued  and outstanding Capital
Stock or intercompany Indebtedness permitted by clauses (i)  through  (iii)  of
Section 6.1(b); provided, any dividends and other distributions by a Subsidiary
that  is  not  Wholly-Owned  (i) are paid in Cash on a pro rata basis among the
holders of each applicable class  of Capital Stock and (ii) are not made to any
Person other than Company or its Subsidiaries  at  any  time  when a Default or
Event  of  Default  shall  have occurred and be continuing or shall  be  caused
thereby; (d) so long as no Default  or Event of Default shall have occurred and
be continuing or shall be caused thereby,  Company  may  make Restricted Junior
Payments to Holdings (i) in an aggregate amount not to exceed $1,000,000 in any
Fiscal  Year,  to  the  extent  necessary  to  permit Holdings to  pay  general
administrative costs and expenses and to pay franchise  taxes and other fees to
maintain  its  corporate  existence,  (ii) to  the extent necessary  to  permit
Holdings  to discharge the consolidated tax liabilities  of  Holdings  and  its
Subsidiaries  and  (iii) to  the  extent  necessary  to  fund Restricted Junior
Payments by Holdings in accordance with clause (e) below,  provided, in each of
cases  (i),  (ii) and (iii) Holdings promptly applies the amount  of  any  such
Restricted Junior  Payment for such purpose; (e) so long as no Default or Event
of Default shall have  occurred  and  be continuing or shall be caused thereby,
the following additional payments may be  made  to  holders  or  purchasers  of
Capital  Stock  of Holdings and its Subsidiaries: (i) Holdings may purchase its
Capital Stock for  Cash  from  present  or  former  officers  and  employees of
Holdings  or  any  of  its  Subsidiaries  in  accordance with the terms of  the
Employee Leverage Program, Stockholder Agreements  and  stock option plans upon
the death, disability or termination of employment of such officer or employee,
provided,  the  aggregate  amount of such Restricted Junior  Payment  does  not
exceed  $3,000,000 per Fiscal  Year  and  (ii) any  Subsidiary  acquired  in  a
Permitted  Acquisition  may  make Cash payments to redeem, retire or repurchase
Capital Stock in such Subsidiary  held  by  a minority investor permitted under
clause (iii) of the definition of "Permitted  Acquisition,"  provided,  in  the
case of this clause (ii), the aggregate amount of all such payments by Holdings
and  its  Subsidiaries  (exclusive of amounts permitted by Section 6.5(d)) does
not exceed $4,000,000 during  any  Fiscal Year and $12,000,000 from the Closing
Date;  and  (f)  payments  of  Landis  Acquisition  Financing  Requirements  as
contemplated by the Landis Merger Agreement.

       6.6.  RESTRICTIONS  ON SUBSIDIARY  DISTRIBUTIONS.   Except  as  provided
herein, no Credit Party shall,  nor shall it permit any of its Subsidiaries to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any  kind  on  the  ability  of any Subsidiary of

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Company  to (a)pay dividends or make any other distributions on  any  of  such
Subsidiary's Capital Stock owned by Company or any other Subsidiary of Company,
(b)repay or prepay any Indebtedness owed  by such  Subsidiary to Company or any
other Subsidiary of Company, or (c) make loans or advances to Company or any
other Subsidiary of Company, provided, none of clauses (a) through (c) shall
apply to (i)  customary  restrictions  pending a sale of a Subsidiary
(or  any  of  its property, assets or Capital Stock) permitted hereunder which
restrictions arise under an executed agreement in  respect  of  such  sale
and relate only to the Subsidiary  being  sold,  (ii)  restrictions imposed by
applicable  law,  (iii) restrictions pursuant to the Credit  Documents,
any  Subordinated Indebtedness permitted  under  Section  6.1(c), any
Surviving Indebtedness  permitted  under Section 6.1(g) and Indebtedness  of
Foreign  Subsidiaries under Section 6.1(i) and  (iv)  any restrictions
existing on cash or other  deposits  or  net  worth imposed by customers
under  contracts  entered  into in the ordinary course of business of Company
and its Subsidiaries.

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

             (a)    Cash and Cash Equivalents;

             (b)    Investments  owned  as  of  the Closing Date in the Capital
Stock of any Subsidiary;

             (c)    Investments made after the Closing  Date  in  Capital Stock
or,  to the extent incurred in accordance with Section 6.1(b), Indebtedness  of
Company or any Subsidiary, provided, no Credit Party shall, nor shall it permit
any of  its Subsidiaries to, directly or indirectly, make any Investment in any
Foreign Subsidiary  unless  on  a  pro  forma basis after giving effect to such
Investment as of the last day of the Fiscal  Quarter  recently  ended, Domestic
Subsidiaries  account  for  (A)  at  least  80%  of the consolidated assets  of
Holdings and its Subsidiaries as of the last day of the Fiscal Quarter recently
ended and (B) at least 80% of the consolidated revenues  of  Holdings  and  its
Subsidiaries for the last four full Fiscal Quarters recently ended;

             (d)    Investments  made  after the Closing Date in Joint Ventures
in a business or line of business permitted  for  Company  under  Section 6.13,
provided,  (A) immediately  prior  to  the making of any Investment, and  after
giving effect thereto, no Default or Event  of  Default shall have occurred and
be  continuing,  (B)  all  transactions  in  connection   therewith   shall  be
consummated,  in all material respects, in accordance with all applicable  laws
and in conformity  with  all  applicable Governmental Authorizations, (C)  such
Investment can be legally maintained,  and  is  maintained,  as Collateral (but
only  to  the  extent of Company's interest in such Joint Venture)  subject  to
First  Priority  security  interests  on  such  terms  and  conditions  as  are
reasonably satisfactory  to  Administrative Agent, and (D) the aggregate amount
of all Investments in Joint Ventures  pursuant  to  this  clause  (d)  does not
exceed $10,000,000 at any time outstanding;

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<PAGE>

             (e)    Investments (i) in any Securities received from financially
troubled  account  debtors  in satisfaction or partial satisfaction of accounts
receivable incurred in the ordinary  course  of  business  of  Company  and its
Subsidiaries, (ii) deposits, prepayments and other credits to suppliers made in
the   ordinary   course  of  business  of  Company  and  its  Subsidiaries  and
(iii) prepaid expenses,  negotiable  instruments held for collection and lease,
utility, worker's compensation, performance  and other similar deposits made in
the ordinary course of business of Company and its Subsidiaries;

             (f)    Investments  that  constitute  Restricted  Junior  Payments
permitted  under Section 6.5(e), Consolidated  Capital  Expenditures  permitted
under Section 6.8(c) and Permitted Acquisition Expenses;

             (g)    Investments existing on the Effective Date and described in
Schedule 6.7;

             (h)    Investments  that  constitute Financial Hedge Agreements or
agreements permitted under Section 6.18(b); and

             (i)    other Investments (including loans and advances to officers
and employees for relocation and other expenses)  in an aggregate amount not to
exceed $3,000,000 at any time outstanding.

       6.8.  FINANCIAL COVENANTS.

             (a)    Interest Coverage Ratio.  Holdings  shall  not  permit  the
Interest  Coverage  Ratio  as  of the last day of any Fiscal Quarter, beginning
with the Fiscal Quarter ending on or near December 31, 2002 to be less than the
correlative ratio indicated:

FISCAL QUARTER ENDING INTEREST COVERAGE RATIO
December 2002               2.00:1.00
March 2003                  2.00:1.00
June 2003                   2.00:1.00
September 2003              2.00:1.00
December 2003               2.00:1.00
March 2004                  2.00:1.00
June 2004                   2.10:1.00
September 2004              2.10:1.00
December 2004               2.15:1.00
March 2005                  2.15:1.00

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June 2005                   2.25:1.00
September 2005              2.25:1.00
December 2005               2.25:1.00
March 2006                  2.25:1.00
June  2006                  2.35:1.00
September 2006              2.35:1.00
December 2006               2.35:1.00
March 2007                  2.50:1.00
June 2007                   2.50:1.00
September 2007              2.50:1.00
December 2007               2.50:1.00
March 2008                  2.50:1.00
June 2008                   2.50:1.00
September 2008              2.50:1.00
December 2008               2.50:1.00
March 2009                  2.50:1.00
June 2009                   2.50:1.00
September 2009              2.50:1.00
December 2009               2.50:1.00
March 2010                  2.50:1.00
June 2010                   2.50:1.00

             (b)    Leverage Ratio.   Holdings  shall  not  permit the Leverage
Ratio  as  of  the  last day of any Fiscal Quarter, beginning with  the  Fiscal
Quarter ending on or  near  December 31,  2002, to exceed the correlative ratio
indicated:


FISCAL QUARTER ENDING LEVERAGE RATIO
December 2002          5.90:1.00

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March 2003             5.90:1.00
June 2003              5.90:1.00
September 2003         5.75:1.00
December 2003          5.90:1.00
March 2004             5.90:1:00
June 2004              5.75:1.00
September 2004         5.75:1.00
December 2004          5.50:1.00
March 2005             5.50:1.00
June 2005              5.50:1.00
September 2005         5.25:1.00
December 2005          5.25:1.00
March 2006             5.00:1.00
June 2006              5.00:1.00
September 2006         4.75:1.00
December 2006          4.75:1.00
March 2007             4.75:1.00
June 2007              4.50:1.00
September 2007         4.50:1.00
December 2007          4.50:1.00
March 2008             4.25:1.00
June 2008              4.25:1.00
September 2008         4.25:1.00
December 2008          4.25:1.00
March 2009             4.00:1:00
June 2009              4:00:1:00
September 2009         4.00:1.00
December 2009          4.00:1.00

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March 2010             4.00:1.00
June 2010              4.00:1.00

             (c)    Maximum Consolidated Capital  Expenditures.   Except to the
extent  funded  from  the Cash proceeds of Additional Sponsor Equity,  Holdings
shall not, and shall not permit its Subsidiaries to, make or incur Consolidated
Capital Expenditures in  any Fiscal Year indicated below in an aggregate amount
in excess of (i) the corresponding  amount  set forth opposite such Fiscal Year
plus (ii) an amount equal to the Additional Net Sales for such Fiscal Year (the
sum of (i) and (ii), together, the "BUDGETED AMOUNT" for such Fiscal Year) plus
(iii)  if the Budgeted Amount for the immediately  preceding  Fiscal  Year  was
greater  than  the  actual  amount of Consolidated Capital Expenditures made or
incurred by Holdings or its Subsidiaries  for  such  preceding  Fiscal Year, an
amount  equal  to the lesser of (A) the difference between the Budgeted  Amount
for such preceding  Fiscal  Year  and the actual amount of Consolidated Capital
Expenditures for such preceding Fiscal  Year and (B) 50% of the Budgeted Amount
for such preceding Fiscal Year:

FISCAL QUARTER ENDING CONSOLIDATED CAPITAL EXPENDITURES
2002                            $45,000,000
2003                            $50,000,000
2004                            $50,000,000
2005                            $60,000,000
2006                            $60,000,000
2007                            $60,000,000
2008                            $65,000,000
2009                            $65,000,000
2010                            $65,000,000

             (d)    Certain  Calculations.    For   purposes   of   determining
compliance with the financial covenants set forth in this Section 6.8  and,  in
the  case  of  Section  6.8(d)(ii)  only,  calculating the Applicable Margin in
respect of Term Loans and the Leverage Ratio  for  purposes  of compliance with
Section  2.2  (but  not  for purposes of determining the Applicable  Margin  in
respect  of  any  other  Loans  or  the  Applicable  Revolving  Commitment  Fee
Percentage),

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                    (i)   with  respect  to any period during which a Permitted
       Acquisition   or  an  Asset  Sale  has  occurred   (each,   a   "SUBJECT
       TRANSACTION"),   each of Consolidated Adjusted EBITDA, the components of
       Consolidated Cash  Interest  Expense  and  Additional Net Sales shall be
       calculated with respect to such period on a  pro  forma basis (including
       only  Permitted  Adjustments)  using  the  historical audited  financial
       statements of any business so acquired or to  be  acquired or sold or to
       be sold and the consolidated financial statements of  Holdings  and  its
       Subsidiaries which shall be reformulated as if such Subject Transaction,
       and  any  Indebtedness  incurred  or repaid in connection therewith, had
       been consummated or incurred or repaid  at  the beginning of such period
       (and assuming that such Indebtedness bears interest  during  any portion
       of  the  applicable measurement period prior to the relevant acquisition
       at the weighted  average of the interest rates applicable to outstanding
       Loans incurred during such period);

                    (ii)  with  respect  to any period during which Company has
       incurred   Refinancing   Costs,   plant  shutdown   costs,   acquisition
       integration  costs  or  Uncompleted  Acquisition   Costs,   Consolidated
       Adjusted EBITDA for such period shall be increased by an amount, without
       duplication,  equal  to  any such costs payable in Cash and incurred  by
       Company during such period  to  the  extent that such costs have reduced
       Consolidated Net Income for such period,  provided  that  the  aggregate
       amount  of adjustments to Consolidated Adjusted EBITDA made pursuant  to
       this Section  6.8(d)(ii)  for  any  period,  together with any Permitted
       Adjustments  in  respect of any Subject Transactions  made  pursuant  to
       clause (ii) of the  definition  of  Permitted  Adjustments  for the same
       period, shall not exceed 7.5% of pro forma Consolidated Adjusted  EBITDA
       (as reformulated) for such period;

                    (iii) with  respect to any period during which the proceeds
       of  any capital contribution  to,  or  issuance  of  Capital  Stock  of,
       Holdings  ("EQUITY  PROCEEDS")  have  been  applied to make mandatory or
       voluntary prepayments of Loans, the components  of Consolidated Adjusted
       EBITDA and Consolidated Cash Interest Expense shall  be  calculated with
       respect  to such period on a pro forma basis (including only  pro  forma
       adjustments  which  are factually supportable and are expected to have a
       continuing impact, in  each  case  determined on a basis consistent with
       Article 11 of Regulation S-X promulgated under the Securities Act and as
       interpreted  by  the staff of the Securities  and  Exchange  Commission,
       which pro forma adjustments  shall  be  certified by the Chief Financial
       Officer of Holdings) using historical financial  statements  which shall
       be reformulated (after giving effect to any reformulation required under
       clause  (i)  above)  as  if such Equity Proceeds had been received,  and
       applicable portion of the  Loans  prepaid,  at  the  beginning  of  such
       period;

                    (iv)  with  respect  to  any  period  including  the Fiscal
       Quarter  ended  September 30, 2002 or any prior Fiscal Quarter (each  an

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<PAGE>

       "HISTORICAL QUARTER"),  Consolidated  Adjusted  EBITDA  and Consolidated
       Cash   Interest   Expense   shall   be  calculated  in  accordance  with
       Schedule 6.8(d); and

                    (v)   proceeds   of   the   Landis    Acquisition    Senior
       Subordinated  Notes  shall  not  be  included  in  the  determination of
       Consolidated Total Debt for purposes of determining compliance with this
       Section  6.8  for  periods  up  to  and including the Landis Acquisition
       Closing Date if all such proceeds (A) are deposited in an escrow account
       on the terms and conditions described  in the offering circular relating
       to the Landis Acquisition Senior Subordinated  Notes and (B)(1) are used
       to  pay  Landis  Acquisition  Financing  Requirements   on   the  Landis
       Acquisition  Closing  Date  or (2) used to prepay the Landis Acquisition
       Senior Subordinated Notes if  the  Landis  Acquisition Closing Date does
       not occur on or prior to May 22, 2004.


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

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

             (b)    sales  or  other  dispositions  of  assets   that   do  not
constitute Asset Sales;

             (c)    Asset Sales in respect of (i) obsolete, worn out or surplus
property  (including  obsolete,  worn  out  or  surplus  property acquired in a
Permitted Acquisition), (ii) property acquired in a Permitted Acquisition which
the Company or any of its Subsidiaries is legally required  to divest or (iii)
other property (other than current assets) the proceeds of which (valued at the
principal  amount  thereof  in  the case of notes or other debt Securities  and
valued at fair market value in the  case  of  other non-Cash proceeds) are less
than $6,000,000 with respect to any single Asset  Sale  or  series  of  related
Asset Sales pursuant to this clause (iii) and when aggregated with the proceeds

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of  all  such  other Asset Sales made by Credit Parties pursuant to this clause
(iii) within the same Fiscal Year, are less than $10,000,000; provided, in each
of cases (i), (ii) and (iii) the consideration received for such property shall
be in an amount  at least equal to the fair market value thereof (determined in
good faith by the  board  of  directors  of Holdings), no less than 75% of such
consideration shall be paid in Cash and all  related  Net  Asset  Sale Proceeds
shall be applied in accordance with Section 2.16(b);

             (d)    any  Permitted  Acquisition  by  Company  or  any Guarantor
Subsidiary;

             (e)    any Foreign Subsidiary may be merged with or into any other
Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part
of  the  its  business,  property  or  assets  may  be  conveyed, sold, leased,
transferred  or  otherwise  disposed  of, in one transaction  or  a  series  of
transactions, to any Foreign Subsidiary;

             (f)    Company may liquidate  any  of  its  Subsidiaries  that has
total  net assets (as shown on the most recent balance sheet of such Subsidiary
delivered  to  the  Agents and at the time of liquidation) of $100,000 or less,
provided, any Restricted  Junior  Payments  in connection with such liquidation
are made in accordance with Section 6.5;

             (g)    Sales  of  Capital  Stock  in  any  Subsidiary  to  qualify
directors or allow for investments by foreign nationals, in either case, to the
extent required by applicable law; and

             (h)    any Investment permitted under Section 6.7 and any grant of
a Permitted Lien.

       6.10. DISPOSAL OF SUBSIDIARY INTERESTS.   Except  for  (i) Liens created
under any of the Credit Documents and (ii) any sale of all (but  not  less than
all) of the Company's direct and indirect interests in the Capital Stock of any
Subsidiary  in  compliance with the provisions of Section 6.9, no Credit  Party
shall, nor shall  it  permit  any  of  its  Subsidiaries  to,  (a)  directly or
indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital
Stock  of  any  of  its Subsidiaries, except to qualify directors or allow  for
investments by foreign  nationals,  in  either  case, if required by applicable
law;  or (b) permit any of its Subsidiaries directly  or  indirectly  to  sell,
assign,  pledge or otherwise encumber or dispose of any Capital Stock of any of
its Subsidiaries,  except  to another Credit Party (subject to the restrictions
on such disposition otherwise  imposed  hereunder),  or to qualify directors if
required by applicable law.

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

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Party to any Person (other  than  Company or any of its Guarantor Subsidiaries)
in connection with such lease, provided,  the  foregoing  restriction shall not
apply to (i) sales and lease-backs of equipment and other personal  property in
the ordinary course of business of Company and its Subsidiaries which  a Credit
Party  first  acquired  not more than 30 days prior to the commencement of  the
applicable lease and (ii)  sales  and  lease-backs  of  real  property  with an
aggregate  fair  market  value  (as  sold) not to exceed $1,000,000 at any time
outstanding, in each of cases (i) and  (ii) to the extent such transactions are
otherwise in compliance with this Agreement.

       6.12. TRANSACTIONS WITH SHAREHOLDERS  AND  AFFILIATES.   No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or  indirectly,
enter  into  or permit to exist any transaction (including the purchase,  sale,
lease or exchange  of  any  property  or the rendering of any service) with any
holder of 10% or more of any class of Capital  Stock  of Holdings or any of its
Subsidiaries  or  with  any  Affiliate  of  Holdings, on terms  that  are  less
favorable to it or such Subsidiary, as the case  may  be, than those that might
be obtained at the time from a Person who is not such a  holder  or  Affiliate;
provided,  the  foregoing  restriction  shall  not apply to (a) any transaction
between Company and any Wholly-Owned Guarantor Subsidiary;  (b) reasonable  and
customary  fees paid to members of the board of directors (or similar governing
body) of Holdings  and  its  Subsidiaries;  (c) compensation  arrangements  for
officers  and  other employees of Holdings and its Subsidiaries entered into in
the  ordinary  course   of   business   of   Company   and   its  Subsidiaries;
(d) transactions  in  connection  with  the  Merger; (e) any Restricted  Junior
Payment permitted to be paid pursuant to Section  6.5(c), 6.5(d), or 6.5(e)(i);
(f) any issuance of Securities, or other payments,  awards  or  grants in cash,
Securities   or   otherwise   pursuant   to,  or  the  funding  of,  employment
arrangements, stock options and stock ownership  plans  (including the Employee
Leverage Program) approved by the board of directors of Holdings,  in each case
which  are otherwise consistent with this Agreement; (g) sales or issuances  of
Capital  Stock  of  Holdings  to Affiliates of Company approved by the board of
directors  of  Holdings;  and (h) sales  of  inventory  or  other  product  and
arrangements in respect of  administrative,  corporate  overhead and insurance,
legal and similar expenses among Company and its Subsidiaries  in  the ordinary
course of business.

       6.13. CONDUCT OF BUSINESS.  From and after the Closing Date,  no  Credit
Party  shall,  nor  shall  it  permit any of its Subsidiaries to, engage in any
business other than (a) the businesses  engaged  in by such Credit Party on the
Closing  Date and similar or related businesses and  (b) such  other  lines  of
business as may be consented to by Requisite Lenders.

       6.14. PERMITTED  ACTIVITIES  OF HOLDINGS.  Holdings shall not (a) incur,
directly or indirectly, any Indebtedness  other  than its Obligations under the
Credit Documents or guarantees in respect of Indebtedness  of Company or any of
its  Subsidiaries  otherwise  permitted  under this Agreement and  Indebtedness
permitted under Section 6.1(m); (b) create or suffer to exist any Lien upon any
property or assets now owned or hereafter  acquired  by it other than the Liens
created  under the Collateral Documents to which it is  a  party  or  permitted

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pursuant to  Section  6.2;  (c)  engage  in any business or activity or own any
assets other than (i) holding 100% of the Capital Stock of Company and, through
Company, not less than 80% of the Capital  Stock of each of the Subsidiaries of
Company;  (ii) performing  its obligations and  activities  incidental  thereto
under the Credit Documents,  and  to the extent not inconsistent therewith, the
Related  Agreements  and  the  Landis  Merger  Agreement,  as  applicable;  and
(iii) making Restricted Junior Payments and Investments to the extent permitted
by this Agreement; (d) consolidate with  or  merge  with  or  into,  or convey,
transfer or lease all or substantially all its assets to, any Person;  (e) sell
or otherwise dispose of any Capital Stock of Company; (f) create or acquire any
Subsidiary or make or own any Investment in any Person other than Company  and,
through Company, the Subsidiaries of Company; or (g) fail to hold itself out to
the public as a legal entity separate and distinct from all other Persons.

       6.15. AMENDMENTS  OR  WAIVERS  OF CERTAIN RELATED AGREEMENTS.  Except as
set forth in Section 6.16, no Credit Party shall nor shall it permit any of its
Subsidiaries to, agree to any material  amendment,  restatement,  supplement or
other  modification  to,  or  waiver  of, any of its material rights under  any
Related  Agreement or the Landis Merger  Agreement  after  the  Effective  Date
without in  each  case obtaining the prior written consent of Requisite Lenders
to such amendment, restatement, supplement or other modification or waiver.

       6.16. AMENDMENTS   OR   WAIVERS  OF  OR  WITH  RESPECT  TO  SUBORDINATED
INDEBTEDNESS.   No  Credit  Party  shall,  nor  shall  it  permit  any  of  its
Subsidiaries  to, amend or otherwise  change  the  terms  of  any  Subordinated
Indebtedness, or  make  any  payment  consistent  with  an amendment thereof or
change thereto, (a) if the effect of such amendment or change  is  to  increase
the interest rate on such Subordinated Indebtedness, change (to earlier  dates)
any  dates upon which payments of principal or interest are due thereon, change
any event  of  default or condition to an event of default with respect thereto
(other than to eliminate any such event of default or increase any grace period
related thereto),  change  the  redemption, prepayment or defeasance provisions
thereof, change the subordination  provisions of such Senior Subordinated Notes
(or of any guaranty thereof), or (b) amend or otherwise change the covenants or
other provisions contained in any Subordinated  Indebtedness  not  described in
clause (a) of  this  Section 6.16 if  the effect  of such  amendment or change,
together  with  all  other  amendments  or  changes made, is  to  increase  the
obligations of the obligor thereunder  or  to  confer  any  additional material
rights on the holders of such Subordinated Indebtedness (or a trustee  or other
representative on  their behalf)  which would be adverse to any Credit Party or
Lenders.

       6.17. FISCAL YEAR.  No Credit Party shall,  nor  shall  it permit any of
its Subsidiaries to, change its Fiscal Year.

       6.18. DERIVATIVE  TRANSACTIONS.   No Credit Party shall enter  into  any
agreement with respect to any swap, forward,  future  or derivative transaction
or option or similar agreement involving, or settled by  reference  to,  one or
more  rates, currencies, commodities, equity or debt instruments or securities,

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or economic, financial or pricing indices or measures of economic, financial or
pricing  risk  or  value, other than (a) Financial Hedge Agreements and (b) for
the purposes of hedging  the actual exposure of Company and its Subsidiaries to
fluctuations  in the price  of  resin  or  other  raw  materials  used  in  the
operations of Company and its Subsidiaries and not for speculative purposes.


SECTION 7.     GUARANTY

       7.1.  GUARANTY OF THE OBLIGATIONS.  Subject to the provisions of Section
7.2, Guarantors  jointly  and  severally hereby irrevocably and unconditionally
guarantee to Administrative Agent  for the ratable benefit of the Beneficiaries
the due and punctual payment in full  of  all  Obligations  when the same shall
become  due,  whether at stated maturity, by required prepayment,  declaration,
acceleration, demand  or otherwise (including amounts that would become due but
for the operation of the  automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. {section} 362(a)) (collectively, the "GUARANTEED OBLIGATIONS").
Without limiting the obligations  of  Holdings  under  this Section 7, Holdings
shall become a co-obligor under the Notes, on a joint and  several  basis  with
Company, and execute the Notes in such capacity.

       7.2.  CONTRIBUTION  BY  GUARANTORS.   All  Guarantors desire to allocate
among themselves (collectively, the "CONTRIBUTING GUARANTORS"),  in  a fair and
equitable  manner, their obligations arising under this Guaranty.  Accordingly,
in the event  any payment or distribution is made on any date by a Guarantor (a
"FUNDING GUARANTOR") under this Guaranty that exceeds its Fair Share as of such
date, such Funding  Guarantor  shall be entitled to a contribution from each of
the other Contributing Guarantors  in  the  amount  of  such other Contributing
Guarantor's Fair Share Shortfall as of such date, with the result that all such
contributions  will cause each Contributing Guarantor's Aggregate  Payments  to
equal its Fair Share  as  of  such date.  "FAIR SHARE" means, with respect to a
Contributing Guarantor as of any  date  of  determination,  an  amount equal to
(a) the  ratio of (i) the Fair Share Contribution Amount with respect  to  such
Contributing  Guarantor  to  (ii) the  aggregate of the Fair Share Contribution
Amounts  with respect to all Contributing  Guarantors  multiplied  by  (b)  the
aggregate  amount  paid  or  distributed  on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations Guaranteed.  "FAIR
SHARE SHORTFALL" means, with respect to a Contributing Guarantor as of any date
of determination, the excess, if any, of the  Fair  Share  of such Contributing
Guarantor  over  the Aggregate Payments of such Contributing Guarantor.   "FAIR
SHARE CONTRIBUTION  AMOUNT"  means, with respect to a Contributing Guarantor as
of any date of determination,  the  maximum aggregate amount of the obligations
of such Contributing Guarantor under  this  Guaranty  that would not render its
obligations  hereunder  or  thereunder  subject to avoidance  as  a  fraudulent
transfer or conveyance under Section 548  of Title 11 of the United States Code
or any comparable applicable provisions of  state  law;  provided,  solely  for
purposes  of  calculating  the "FAIR SHARE CONTRIBUTION AMOUNT" with respect to
any Contributing Guarantor for  purposes  of  this  Section  7.2, any assets or
liabilities of such Contributing Guarantor arising by virtue of  any  rights to
subrogation,  reimbursement  or indemnification or any rights to or obligations

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<PAGE>

of contribution hereunder shall  not  be considered as assets or liabilities of
such Contributing Guarantor.  "AGGREGATE  PAYMENTS"  means,  with  respect to a
Contributing  Guarantor  as  of  any date of determination, an amount equal  to
(1) the aggregate amount of all payments  and  distributions  made on or before
such   date  by  such  Contributing  Guarantor  in  respect  of  this  Guaranty
(including,  without limitation, in respect of this Section 7.2), minus (2) the
aggregate amount  of  all  payments  received  on  or  before such date by such
Contributing Guarantor from the other Contributing Guarantors  as contributions
under  this Section 7.2.  The amounts payable as contributions hereunder  shall
be determined  as  of  the date on which the related payment or distribution is
made by the applicable Funding  Guarantor.   The  allocation among Contributing
Guarantors of their obligations as set forth in this  Section  7.2 shall not be
construed  in  any  way  to  limit the liability of any Contributing  Guarantor
hereunder.  Each Guarantor is  a  third  party  beneficiary to the contribution
agreement set forth in this Section 7.2.

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

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

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

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

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

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

             (e)    any Beneficiary, upon such terms as it  deems  appropriate,
without  notice  or demand and without affecting the validity or enforceability
hereof or giving rise  to  any  reduction, limitation, impairment, discharge or
termination of any Guarantor's liability  hereunder,  from  time  to  time  may
(i) renew,  extend,  accelerate, increase the rate of interest on, or otherwise
change  the  time,  place,  manner  or  terms  of  payment  of  the  Guaranteed
Obligations; (ii) settle, compromise, release or discharge, or accept or refuse
any offer of performance  with respect to, or substitutions for, the Guaranteed
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of  any  other  obligations;  (iii) request  and accept
other  guaranties of the Guaranteed Obligations and take and hold security  for
the payment  hereof  or  the  Guaranteed  Obligations; (iv) release, surrender,
exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or
modify,  with  or  without  consideration, any  security  for  payment  of  the
Guaranteed Obligations, any other  guaranties of the Guaranteed Obligations, or
any other obligation of any Person (including any other Guarantor) with respect
to  the Guaranteed Obligations; (v) enforce  and  apply  any  security  now  or
hereafter  held  by or for the benefit of such Beneficiary in respect hereof or
the Guaranteed Obligations  and  direct the order or manner of sale thereof, or
exercise any other right or remedy  that  such Beneficiary may have against any
such security, in each case as such Beneficiary in its discretion may determine
consistent  herewith  or  the  applicable Financial  Hedge  Agreement  and  any
applicable  security agreement, including  foreclosure  on  any  such  security
pursuant to one  or  more  judicial  or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable, and even though such action
operates to impair or extinguish any right  of  reimbursement or subrogation or
other right or remedy of any Guarantor against Company  or any security for the
Guaranteed  Obligations;  and (vi) exercise any other rights  available  to  it
under the Credit Documents or the Financial Hedge Agreements; and

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

       7.5.  WAIVERS  BY  GUARANTORS.  Each Guarantor hereby  waives,  for  the
benefit of Beneficiaries: (a)  any  right  to  require  any  Beneficiary,  as a
condition  of  payment or performance by such Guarantor, to (i) proceed against
Company, any other  guarantor (including any other Guarantor) of the Guaranteed
Obligations or any other  Person,  (ii) proceed against or exhaust any security
held from Company, any such other guarantor  or any other Person, (iii) proceed
against or have resort to any balance of any Deposit  Account  or credit on the
books  of  any  Beneficiary  in  favor  of  Company  or  any  other Person,  or
(iv) pursue  any  other remedy in the power of any Beneficiary whatsoever;  (b)

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

       7.6.  GUARANTORS'  RIGHTS  OF SUBROGATION, CONTRIBUTION, ETC.  Until the
Guaranteed  Obligations shall have been  indefeasibly  paid  in  full  and  the
Revolving Commitments  shall  have  terminated  and all Letters of Credit shall
have expired or been cancelled, each Guarantor hereby  waives  any claim, right
or  remedy,  direct  or indirect, that such Guarantor now has or may  hereafter
have against Company or  any other Guarantor or any of its assets in connection
with this Guaranty or the  performance  by  such  Guarantor  of its obligations
hereunder, in each case whether such claim, right or remedy arises  in  equity,
under contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification  that
such  Guarantor  now  has or may hereafter have against Company with respect to
the Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy  that  any  Beneficiary  now  has  or may hereafter have
against Company, and (c) any benefit of, and any right to participate  in,  any
collateral  or security now or hereafter held by any Beneficiary.  In addition,
until the Guaranteed  Obligations shall have been indefeasibly paid in full and
the Revolving Commitments shall have terminated and all Letters of Credit shall
have expired or been cancelled,  each  Guarantor shall withhold exercise of any
right  of contribution such Guarantor may  have  against  any  other  guarantor
(including  any  other  Guarantor)  of  the  Guaranteed Obligations, including,
without limitation, any such right of contribution  as  contemplated by Section
7.2.  Each Guarantor further agrees that, to the extent the waiver or agreement

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to   withhold  the  exercise  of  its  rights  of  subrogation,  reimbursement,
indemnification  and  contribution  as  set forth herein is found by a court of
competent jurisdiction to be void or voidable  for  any  reason,  any rights of
subrogation,  reimbursement or indemnification such Guarantor may have  against
Company or against  any  collateral or security, and any rights of contribution
such Guarantor may have against  any  such other guarantor, shall be junior and
subordinate to any rights any Beneficiary  may  have  against  Company,  to all
right,  title  and interest any Beneficiary may have in any such collateral  or
security, and to  any  right  any  Beneficiary  may  have  against  such  other
guarantor.  If any amount shall be paid to any Guarantor on account of any such
subrogation,  reimbursement, indemnification or contribution rights at any time
when all Guaranteed  Obligations  shall  not have been finally and indefeasibly
paid in full, such amount shall be held in  trust  for  Administrative Agent on
behalf  of  Beneficiaries  and shall forthwith be paid over  to  Administrative
Agent for the benefit of Beneficiaries  to  be credited and applied against the
Guaranteed Obligations, whether matured or unmatured,  in  accordance  with the
terms hereof.

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

       7.8.  CONTINUING  GUARANTY.   This Guaranty is a continuing guaranty and
shall remain in effect until all of the  Guaranteed Obligations shall have been
paid  in  full and the Revolving Commitments  shall  have  terminated  and  all
Letters of  Credit shall have expired or been cancelled.  Each Guarantor hereby
irrevocably waives  any right to revoke this Guaranty as to future transactions
giving rise to any Guaranteed Obligations.

       7.9.  AUTHORITY  OF  GUARANTORS OR COMPANY.  It is not necessary for any
Beneficiary to inquire into the  capacity or powers of any Guarantor or Company
or the officers, directors or any  agents acting or purporting to act on behalf
of any of them.

       7.10. FINANCIAL CONDITION OF  COMPANY.  Any Credit Extension may be made
to Company or continued from time to time,  and  any Financial Hedge Agreements
may  be  entered  into from time to time, in each case  without  notice  to  or
authorization from any Guarantor regardless of the financial or other condition
of Company at the time  of  any  such grant or continuation or at the time such
Financial Hedge Agreement is entered  into, as the case may be.  No Beneficiary
shall  have  any  obligation to disclose or  discuss  with  any  Guarantor  its
assessment, or any  Guarantor's  assessment,  of  the  financial  condition  of
Company.   Each Guarantor has adequate means to obtain information from Company
on a continuing  basis  concerning  the  financial condition of Company and its
ability to perform its obligations under the Credit Documents and the Financial

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Hedge Agreements, and each Guarantor assumes  the  responsibility for being and
keeping informed of the financial condition of Company and of all circumstances
bearing  upon  the  risk  of  nonpayment of the Guaranteed  Obligations.   Each
Guarantor  hereby  waives  and  relinquishes  any  duty  on  the  part  of  any
Beneficiary to disclose any matter,  fact  or  thing  relating to the business,
operations  or  conditions  of  Company  now known or hereafter  known  by  any
Beneficiary.

       7.11. BANKRUPTCY, ETC. (a)Without limiting  any  Guarantor's  ability to
file  a  voluntary  bankruptcy  petition  in respect of itself, so long as  any
Guaranteed Obligations remain outstanding,  no  Guarantor  shall,  without  the
prior   written   consent  of  Administrative  Agent  acting  pursuant  to  the
instructions of Requisite  Lenders,  commence  or join with any other Person in
commencing any bankruptcy, reorganization or insolvency  case  or proceeding of
or  against  Company  or  any  other  Guarantor.  The obligations of Guarantors
hereunder  shall  not  be  reduced, limited,  impaired,  discharged,  deferred,
suspended or terminated by any  case  or  proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation
or  arrangement  of Company or any other Guarantor  or  by  any  defense  which
Company or any other  Guarantor  may  have  by  reason  of the order, decree or
decision  of  any  court  or  administrative  body  resulting  from   any  such
proceeding.

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

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

       7.12. DISCHARGE  OF  GUARANTY UPON SALE OF GUARANTOR.   If  all  of  the
Capital Stock of any Guarantor  or  any of its successors in interest hereunder

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shall be sold or otherwise disposed of  (including  by merger or consolidation)
in  a  transaction  consummated  in  accordance with the terms  and  conditions
hereof, the Guaranty of such Guarantor  or  such  successor in interest, as the
case may be, hereunder shall automatically be discharged  and  released without
any further action by any Beneficiary or any other Person effective  as  of the
time of such disposition.


SECTION 8.     EVENTS OF DEFAULT

       8.1.  EVENTS OF DEFAULT.  If any one or more of the following conditions
or events shall occur:

             (a)    Failure  to Make Payments When Due.  Failure by Company  to
pay (i) when due any installment  of  principal  of any Loan, whether at stated
maturity,  by  acceleration, by notice of voluntary  prepayment,  by  mandatory
prepayment or otherwise;  (ii) when  due  any amount payable to Issuing Bank in
reimbursement of any Letter of Credit Disbursement;  or  (iii) any  interest on
any  Loan or any fee or any other amount due hereunder within three days  after
the date due; or

             (b)    Default  in  Other  Agreements.   (i) Failure of any Credit
Party or any of their respective Subsidiaries to pay when  due any principal of
or interest on or any other amount payable in respect of one  or  more items of
Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an
individual principal amount of $5,000,000 or more or with an aggregate
principal amount of $15,000,000 or more,  in each case beyond the grace period,
if any, provided therefor; or (ii) breach  or  default  by  any Credit Party
with respect to any other material term of (1) one or more items  of
Indebtedness in the individual or aggregate principal amounts referred to in
clause  (i) above or (2) any loan agreement, mortgage, indenture or other
agreement relating  to  such item(s) of Indebtedness, in each case beyond the
grace period, if any, provided  therefor, if the effect of such breach or
default is to cause, or to permit the holder or holders  of  that Indebtedness
(or  a  trustee  on  behalf  of such holder or holders), to cause, that
Indebtedness to become or be declared  due and payable (or  redeemable)  prior
to its stated maturity or the stated maturity  of  any underlying obligation,
as the case may be; or

             (c)    Breach  of  Certain Covenants.  Failure of any Credit Party
to perform or comply with any term or condition contained in Section 2.7,
Section 5.2 (solely in respect of the Company),  Section 5.14  or Section 6
or in Section 3 of the Pledge and Security Agreement; or

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

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             (e)    Other Defaults Under  Credit  Documents.   Any Credit Party
shall  default  in  the  performance  of or compliance with any term  contained
herein or any of the other Credit Documents,  other than any such term referred
to in any other Section of this Section 8.1, and  such  default  shall not have
been  remedied or waived within 30 days after the earlier of (i) an  Authorized
Officer  of  Company or Holdings becoming aware of such default or (ii) receipt
by Company of  notice  from Administrative Agent or any Lender of such default;
or

             (f)    Involuntary   Bankruptcy;  Appointment  of  Receiver,  Etc.
(i) A court of competent jurisdiction  shall enter a decree or order for relief
in respect of Holdings or any of its Subsidiaries  (other than Excluded Foreign
Subsidiaries) in an involuntary case under the Bankruptcy  Code  or  under  any
other  applicable  bankruptcy,  insolvency  or  similar law now or hereafter in
effect, which decree or order is not stayed; or any  other similar relief shall
be  granted  under  any applicable federal, state or foreign  law;  or  (ii) an
involuntary case shall be commenced against Holdings or any of its Subsidiaries
(other than an Excluded  Foreign Subsidiary) under the Bankruptcy Code or under
any other applicable bankruptcy,  insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator,  sequestrator, trustee, custodian or
other officer having similar powers over Holdings  or  any  of its Subsidiaries
(other than an Excluded Foreign Subsidiary), or over all or a  substantial part
of  its  property,  shall  have been entered; or there shall have occurred  the
involuntary appointment of an  interim  receiver, trustee or other custodian of
Holdings or any of its Subsidiaries (other than an Excluded Foreign Subsidiary)
for all or a substantial part of its property;  or  a  warrant  of  attachment,
execution  or  similar  process  shall have been issued against any substantial
part of the property of Holdings or  any  of  its  Subsidiaries  (other than an
Excluded  Foreign  Subsidiary),  and  any  such event described in this  clause
(ii) shall  continue  for  60 days without having  been  dismissed,  bonded  or
discharged; or

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

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             (h)    Judgments  and  Attachments.   Any  money judgment, writ or
warrant of attachment or similar process involving (i) in  any  individual case
an  amount  in  excess  of $5,000,000 or (ii) in the aggregate at any  time  an
amount in excess of $15,000,000  (in  either  case to the extent not adequately
covered by insurance as to which a solvent and  unaffiliated  insurance company
has acknowledged coverage) shall be   entered or filed against  Holdings or any
of  its  Subsidiaries  or  any  of  their  respective  assets  and shall remain
undischarged, unvacated, unbonded or unstayed for a period of 60  days  (or  in
any  event  later  than  five  days  prior  to  the  date  of any proposed sale
thereunder); or

             (i)    Dissolution.   Any  order,  judgment  or  decree  shall  be
entered against any Credit Party decreeing the dissolution or split  up of such
Credit Party and such order shall remain undischarged or unstayed for  a period
in excess of 30 days; or

             (j)    Employee Benefit Plans.  (i) There shall occur one or  more
ERISA  Events  which  individually  or  in  the  aggregate  (A)  have  or could
reasonably be expected to have a Material Adverse Effect, (B) have resulted  in
liabilities  of  Holdings,  its  Subsidiaries or any of their ERISA Affiliates,
taken together, in excess of $10,000,000  which  liabilities (1) have continued
for a period of 60 days without being paid, waived  or otherwise discharged and
(2) are not being contested in good faith by appropriate  proceedings  or  (ii)
there shall be imposed a Lien or security interest under Section 401(a)(29)  or
Section  412(n) of the Internal Revenue Code or under ERISA on Collateral which
Lien or security  interest  (1) has continued in effect for a period of 60 days
without being discharged and  (2)  is  not  being  contested  in  good faith by
appropriate proceedings; or

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

             (l)    Guaranties,   Collateral   Documents   and   other   Credit
Documents.   At  any  time  after  the  execution and delivery thereof, (i) the
Guaranty  for  any  reason,  other  than  the  satisfaction   in  full  of  all
Obligations,  shall  cease  to  be  in  full  force and effect (other  than  in
accordance with its terms) or shall be declared  to  be  null  and  void or any
Guarantor  shall  repudiate its obligations thereunder, (ii) this Agreement  or
any Collateral Document  ceases  to  be in full force and effect (other than by
reason  of  a release of Collateral in accordance  with  the  terms  hereof  or
thereof or the  satisfaction  in full of the Obligations in accordance with the
terms hereof) or shall be declared null and void, or Collateral Agent shall not
have  or shall cease to have a valid  and  perfected  Lien  in  any  Collateral
purported  to be covered by the Collateral Documents with the priority required
by the relevant  Collateral  Document (unless released pursuant to the terms of
the Credit Documents), in each  case  for  any reason other than the failure of
Collateral Agent or any Secured Party to take any action within its control, or
(iii) any  Credit Party shall contest the validity  or  enforceability  of  any
Credit Document  in  writing  or  deny  in  writing  that  it  has  any further
liability,  including  with  respect  to future advances by Lenders, under  any
Credit Document to which it is a party;

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THEN,(1) upon the occurrence of any Event of Default described in Section 8.1(f)
or 8.1(g)with respect to Company or Holdings, automatically, and(2) so long as
any other Event of Default shall be continuing, at the request of (or with the
consent of) Requisite Lenders, upon  notice to Company by Administrative Agent,
(A) the Revolving Commitments, if any,  of  each  Lender  having such Revolving
Commitments and the obligation of Issuing Bank to issue any  Letter  of  Credit
shall immediately terminate; (B) each of the following shall immediately become
due  and  payable,  in  each case without presentment, demand, protest or other
requirements of any kind,  all  of  which  are  hereby expressly waived by each
Credit Party: (I) the unpaid principal amount of  and  accrued  interest on the
Loans, (II) an amount equal to the maximum amount that may at any time be drawn
under  all  Letters  of  Credit  then  outstanding  (regardless of whether  any
beneficiary under any such Letter of Credit shall have  presented,  or shall be
entitled at such time to present, the drafts or other documents or certificates
required   to   draw  under  such  Letters  of  Credit),  and  (III) all  other
Obligations;  provided,   the  foregoing  shall  not  affect  in  any  way  the
obligations  of  Lenders   under  Section  2.3(b)(iv)  or  Section  2.4(e); (C)
Administrative  Agent may cause the  Collateral Agent  to enforce  any and  all
Liens  and security interests created pursuant  to Collateral   Documents;  and
(D) Administrative Agent shall direct Company to pay (and Company hereby agrees
upon  receipt  of such notice, or  upon the occurrence of any  Event of Default
specified in  Section 8.1(f) and  (g) to pay)  to   Administrative  Agent  such
additional  amounts of cash, to be held as security for Company's reimbursement
Obligations  in  respect  of  Letters  of Credit then outstanding, equal to the
Letter of Credit Usage at such time.


SECTION 9.     AGENTS

       9.1.  APPOINTMENT  OF  AGENTS.   JPMCB  is  hereby appointed Syndication
Agent hereunder, and each Lender hereby authorizes Syndication  Agent to act as
its  agent in accordance with the terms hereof and the other Credit  Documents.
GSCP is  hereby  appointed  Administrative  Agent hereunder and under the other
Credit Documents and each Lender hereby authorizes  Administrative Agent to act
as  its  agent  in  accordance  with  the  terms hereof and  the  other  Credit
Documents.  Fleet National Bank is hereby appointed  Collateral Agent hereunder
and  under  the  other  Credit  Documents  and  each  Lender hereby  authorizes
Collateral Agent to act as its agent in accordance with  the  terms  hereof and
the  other Credit Documents.  Each Agent hereby agrees to act upon the  express
conditions contained herein and the other Credit Documents, as applicable.  The
provisions  of  this Section 9 are solely for the benefit of Agents and Lenders
and no Credit Party  shall  have any rights as a third party beneficiary of any
of the provisions thereof.  In  performing  its functions and duties hereunder,
each Agent shall act solely as an agent of Lenders  and  does  not  assume  and
shall  not  be deemed to have assumed any obligation towards or relationship of
agency or trust  with  or for Holdings or any of its Subsidiaries.  Syndication
Agent, without consent of or notice to any party hereto, may assign any and all
of its rights or obligations  hereunder  to  any  of its Affiliates.  As of the
Closing Date, each of JPMCB, in its capacity as Syndication  Agent, and General
Electric  Capital  Corporation  and  The  Royal  Bank  of  Scotland,  in  their
capacities as Co-Documentation Agents, shall not have any obligations but shall
be entitled to all benefits of this Section 9.

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       9.2.  POWERS AND DUTIES.  Each Lender irrevocably authorizes each  Agent
to take such action on such Lender's behalf and to exercise such powers, rights
and remedies hereunder and under the other Credit Documents as are specifically
delegated  or  granted  to such Agent by the terms hereof and thereof, together
with such powers, rights  and  remedies  as  are reasonably incidental thereto.
Each Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents.   Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents or
employees.  No Agent shall have, by reason hereof or  any  of  the other Credit
Documents,  a  fiduciary  relationship  in  respect of any Lender; and  nothing
herein or any of the other Credit Documents,  expressed or implied, is intended
to  or shall be so construed as to impose upon any  Agent  any  obligations  in
respect  hereof  or  any  of the other Credit Documents except as expressly set
forth herein or therein.

       9.3.  GENERAL IMMUNITY.

             (a)    No Responsibility for Certain Matters.  No Agent shall have
any duties or obligations except  those  expressly  set forth herein, nor shall
any Agent be subject to any fiduciary or other implied  duties,  regardless  of
whether  a  Default  has  occurred  and  is  continuing.   Without limiting the
generality of the foregoing, no Agent shall be responsible to  any  Lender  for
the    execution,   effectiveness,   genuineness,   validity,   enforceability,
collectability  or  sufficiency  hereof or any other Credit Document or for any
representations, warranties, recitals  or  statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any  other  documents furnished or made
by any Agent to Lenders or by or on behalf of any Credit  Party to any Agent or
any  Lender  in  connection  with  the  Credit  Documents and the  transactions
contemplated thereby or for the financial condition  or business affairs of any
Credit Party or any other Person liable for the payment of any Obligations, nor
shall any Agent be required to ascertain or inquire as  to  the  performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained  in  any of the Credit Documents or as to the use of the proceeds  of
the Loans or as  to the existence or possible existence of any Event of Default
or Default.  Except as expressly set forth herein, no Agent shall have any duty
to  disclose, and shall  not  be  liable  for  the  failure  to  disclose,  any
information relating to any Credit Party that is communicated to or obtained by
such Agent or any of its Affiliates in any capacity.  Anything contained herein
to the  contrary  notwithstanding,  Administrative  Agent  shall  not  have any
liability arising from confirmations of the amount of outstanding Loans  or the
Letter of Credit Usage or the component amounts thereof.

             (b)    Exculpatory Provisions.  No Agent nor any of  its officers,
partners,  directors,  employees  or  agents shall be liable to Lenders for any
action taken or omitted by any Agent under  or  in  connection  with any of the

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Credit  Documents except to the extent caused by such Agent's gross  negligence
or willful misconduct.  Each Agent shall be entitled to refrain from any act or
the taking  of  any  action  (including  the  failure  to  take  an  action) in
connection  herewith  or any of the other Credit Documents or from the exercise
of any power, discretion  or  authority  vested  in  it hereunder or thereunder
unless and until such Agent shall have received instructions in respect thereof
from Requisite Lenders (or such other Lenders as may be  required  to give such
instructions  under  Section 10.5) and, upon receipt of such instructions  from
Requisite Lenders (or such other Lenders, as the case may be), such Agent shall
be entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.  Any
Agent shall be entitled  to  rely  upon,  and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to  be genuine and to have been signed
or sent by the proper Person.  Any Agent also  may rely upon any statement made
to  it orally or by telephone and believed by it  to  be  made  by  the  proper
Person,  and  shall not incur any liability for relying thereon.  Any Agent may
consult with legal  counsel  (who  may  be  counsel  for  Company), independent
accountants and other experts selected by it, and shall not  be  liable for any
action  taken  or  not  taken  by it in accordance with the advice of any  such
counsel, accountants or experts.

       9.4.  AGENTS ENTITLED TO ACT AS LENDER.  The agency hereby created shall
in no way impair or affect any of  the  rights  and  powers  of,  or impose any
duties  or obligations upon, any Agent in its individual capacity as  a  Lender
hereunder.   With  respect to its participation in the Loans and the Letters of
Credit, each Agent shall have the same rights and powers hereunder as any other
Lender and may exercise  the  same  as if it were not performing the duties and
functions delegated to it hereunder,  and  the  term "Lender" shall, unless the
context  clearly  otherwise indicates, include each  Agent  in  its  individual
capacity.  Any Agent  and  its  Affiliates may accept deposits from, lend money
to, own securities of, and generally  engage  in  any  kind  of banking, trust,
financial advisory or other business with Holdings or any of its  Affiliates as
if it were not performing the duties specified herein, and may accept  fees and
other  consideration  from  Company  for  services  in  connection herewith and
otherwise without having to account for the same to Lenders.

       9.5.  LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.

             (a)    Each Lender represents and warrants that  it  has  made its
own  independent  investigation  of  the  financial  condition  and  affairs of
Holdings  and  its  Subsidiaries in connection with Credit Extensions hereunder
and that it has made  and  shall  continue  to  make  its  own appraisal of the
creditworthiness  of Holdings and its Subsidiaries.  No Agent  shall  have  any
duty or responsibility,  either initially or on a continuing basis, to make any
such investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or  other  information  with  respect  thereto,  whether
coming  into  its  possession before the making of the Loans or at any time  or
times thereafter, and  no  Agent  shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to Lenders.

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             (b)    [Intentionally omitted.]

       9.6.  RIGHT TO INDEMNITY.  Each  Lender,  in  proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the  extent that such Agent
shall not have been reimbursed by any Credit Party, for and against any and all
liabilities,  obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,   costs,   expenses  (including  counsel  fees  and  disbursements)   or
disbursements of any  kind  or  nature  whatsoever  which  may  be  imposed on,
incurred by or asserted against such Agent in exercising its powers, rights and
remedies or performing its duties hereunder or under the other Credit Documents
or  otherwise  in its capacity as such Agent in any way relating to or  arising
out hereof or the  other  Credit Documents; provided, no Lender shall be liable
for any portion of such liabilities,  obligations,  losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or willful misconduct.  If any  indemnity furnished to
any Agent for any purpose shall, in the opinion of such Agent,  be insufficient
or become impaired, such Agent may call for additional indemnity  and cease, or
not  commence,  to  do  the  acts  indemnified  against  until  such additional
indemnity is furnished; provided, in no event shall this sentence  require  any
Lender  to indemnify any Agent against any liability, obligation, loss, damage,
penalty,  action,  judgment,  suit,  cost, expense or disbursement in excess of
such Lender's Pro Rata Share thereof;  and  provided,  further,  this  sentence
shall  not  be deemed to require any Lender to indemnify any Agent against  any
liability, obligation,  loss,  damage,  penalty,  action, judgment, suit, cost,
expense or disbursement described in the proviso in  the  immediately preceding
sentence.

       9.7.  SUB-AGENTS.   Each Agent may perform any and all  its  duties  and
exercise its rights and powers  by  or  through  any  one  or  more  sub-agents
appointed by such Agent.  Each Agent and any such sub-agent may perform any and
all  its  duties  and  exercise  its rights and powers through their respective
Affiliates.  The exculpatory provisions of the preceding paragraphs shall apply
to any such sub-agent and to the Affiliates  of  each  Agent  and any such sub-
agent,  and shall apply to their respective activities in connection  with  the
syndication  of the credit facilities provided for herein as well as activities
as such Agent.

       9.8.  SUCCESSOR  ADMINISTRATIVE  AGENT,  COLLATERAL AGENT AND SWING LINE
LENDER.

             (a)    Administrative  Agent  and  Collateral   Agent.    Each  of
Administrative  Agent and Collateral Agent may resign at any time by giving  30
days' prior written  notice  thereof  to  Lenders  and  Company,  and  each  of
Administrative  Agent  and  Collateral Agent may be removed at any time with or
without cause by an instrument  or  concurrent instruments in writing delivered
to Company and Administrative Agent or  Collateral  Agent,  as  applicable, and
signed by Requisite Lenders.  Upon any such notice of resignation  or  any such
removal,  Requisite  Lenders  shall  have  the  right, upon five Business Days'
notice to Company, to appoint a successor Administrative  Agent  or  Collateral
Agent with Company's consent (not to be unreasonably withheld) unless  an Event

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of  Default  has  occurred and is continuing or such successor is a Lender,  in
each  of  which cases  Company's  consent  need  not  be  obtained.   Upon  the
acceptance  of  any  appointment  as  Administrative  Agent or Collateral Agent
hereunder  by  a  successor  Administrative  Agent  or Collateral  Agent,  that
successor Administrative Agent or Collateral Agent shall  thereupon  succeed to
and  become  vested  with all the rights, powers, privileges and duties of  the
retiring or removed Administrative  Agent  or Collateral Agent and the retiring
or removed Administrative Agent or Collateral Agent shall promptly (i) transfer
to such successor Administrative Agent all sums,  Securities and other items of
Collateral held under the Collateral Documents, together  with  all records and
other documents necessary or appropriate in connection with the performance  of
the  duties of the successor Administrative Agent or Collateral Agent under the
Credit Documents, and (ii) execute and deliver to such successor Administrative
Agent  or  Collateral  Agent  such amendments to financing statements, and take
such other actions, as may be necessary  or  appropriate in connection with the
assignment to such successor Administrative Agent  or  Collateral  Agent of the
security  interests  created  under  the  Collateral Documents, whereupon  such
retiring  or  removed  Administrative  Agent  or   Collateral  Agent  shall  be
discharged from its duties and obligations hereunder.   After  any  retiring or
removed  Administrative  Agent's  or  Collateral Agent's resignation or removal
hereunder as Administrative Agent or Collateral  Agent,  the provisions of this
Section 9 shall inure to its benefit as to any actions taken  or  omitted to be
taken by it while it was Agent hereunder.

             (b)    Swing  Line  Lender.  Swing Line Lender may be replaced  at
any time by written agreement among Company, Administrative Agent, the replaced
Swing Line Lender and the successor  Swing  Line  Lender.  Administrative Agent
shall notify the Lenders of any such replacement of  Swing Line Lender.  At the
time any such replacement shall become effective, (i) Company  shall prepay any
outstanding Swing Line Loans made by the retiring or removed Swing Line Lender,
(ii) upon  such  prepayment,  the  retiring or removed Swing Line Lender  shall
surrender any Swing Line Note held by  it  to  Company  for  cancellation,  and
(iii) Company shall issue, if so requested by successor Swing Line Loan Lender,
a  new  Swing  Line  Note  to the successor Swing Line Lender, in the principal
amount  of  the  Swing  Line Loan  Sublimit  then  in  effect  and  with  other
appropriate insertions.

       9.9.  COLLATERAL DOCUMENTS AND GUARANTY.

             (a)    Agents  under  Collateral  Documents  and  Guaranty.   Each
Lender  hereby  further authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf  of  and  for the benefit of Lenders, to be the agent for
and representative of Lenders with  respect to the Guaranty, the Collateral and
the Collateral Documents.  Subject to Section 10.5, without further written
consent or authorization from Lenders, Administrative  Agent  or  Collateral
Agent, as applicable  may  execute  any documents or instruments necessary to
(i) release any Lien encumbering any item  of  Collateral  that is the subject
of a sale or other disposition of assets permitted hereby or  to which
Requisite Lenders (or such other Lenders as may be required to give such

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consent under Section 10.5) have otherwise consented or (ii) release any
Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which
Requisite Lenders (or such other Lenders as  may  be  required  to  give  such
consent under Section 10.5) have  otherwise consented.

             (b)    Right  to  Realize  on  Collateral  and  Enforce  Guaranty.
Anything   contained  in  any  of  the  Credit  Documents   to   the   contrary
notwithstanding,  Company,  Administrative  Agent  and each Lender hereby agree
that (i) no Lender shall have any right individually to realize upon any of the
Collateral or to enforce the Guaranty, it being understood  and agreed that all
powers, rights and remedies hereunder may be exercised solely by Administrative
Agent, on behalf of Lenders in accordance with the terms hereof and all powers,
rights and remedies under the Collateral Documents may be exercised  solely  by
Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on
any of the Collateral pursuant to a public or private sale, Collateral Agent or
any  Lender  may  be the purchaser of any or all of such Collateral at any such
sale and Collateral  Agent,  as agent for and representative of Secured Parties
(but not any Lender or Lenders in its or their respective individual capacities
unless Requisite Lenders shall  otherwise  agree in writing) shall be entitled,
for the purpose of bidding and making settlement  or  payment  of  the purchase
price for all or any portion of the Collateral sold at any such public sale, to
use  and  apply  any  of the Obligations as a credit on account of the purchase
price for any collateral payable by Collateral Agent at such sale.


SECTION 10.    MISCELLANEOUS

       10.1. NOTICES.   Unless  otherwise  specifically  provided  herein,  any
notice  or  other  communication  herein required or permitted to be given to a
Credit Party, Syndication Agent, Collateral  Agent, Administrative Agent, Swing
Line Lender or Issuing Bank shall be sent to such Person's address as set forth
on Appendix B or in the other relevant Credit  Document, and in the case of any
Lender,  the  address  as  indicated on Appendix B or  otherwise  indicated  to
Administrative Agent in writing.  Each notice hereunder shall be in writing and
may be personally served, telexed  or  sent  by  telefacsimile or United States
mail  or  courier  service  and  shall  be deemed to have  been  received  when
delivered  in  person or by courier service  and  signed  for  against  receipt
thereof, upon receipt  of  telefacsimile or telex, or three Business Days after
depositing it in the United  States  mail  with  postage  prepaid  and properly
addressed; provided, no notice to any Agent, Swing Line Lender or Issuing  Bank
shall be effective until received by such Person.

       10.2. EXPENSES.   Whether  or  not  the transactions contemplated hereby
shall  be  consummated, Company agrees to pay  promptly (a)all the  actual  and
reasonable costs  and  expenses  of preparation of the Credit Documents and any
consents, amendments, waivers or other modifications thereto; (b)all the costs
of furnishing all opinions by counsel for Company and the other Credit Parties;
(c)the reasonable out-of-pocket fees, expenses  and disbursements  of  outside
counsel  to Agents in connection with the negotiation,  preparation,  execution
and administration  of  the  Credit  Documents  and  any  consents, amendments,
waivers  or  other  modifications  thereto and any other documents  or  matters

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requested  by  Company; (d) all the out-of-pocket actual costs  and  reasonable
expenses of creating and perfecting Liens in favor of Collateral Agent, for the
benefit  of Lenders pursuant  hereto,  including  filing  and  recording  fees,
expenses and  taxes,  stamp  or documentary taxes, search fees, title insurance
premiums and reasonable fees,  expenses  and  disbursements  of counsel to each
Agent and of counsel providing any opinions that any Agent or Requisite Lenders
may request in respect of the Collateral or the Liens created  pursuant  to the
Collateral Documents;(e)all the out-of-pocket actual costs and reasonable fees,
expenses  and  disbursements  of  any  auditors,  accountants,  consultants  or
appraisers; (f) all  the  out-of-pocket actual costs and  reasonable  expenses
(including  the  reasonable fees, expenses and disbursements of any appraisers,
consultants, advisors  and  agents employed or retained by Collateral Agent and
its counsel) in connection with  the  custody  or  preservation  of  any of the
Collateral;(g) all other out-of-pocket actual and reasonable costs and expenses
incurred by each Agent  in  connection  with  the  syndication of the Loans and
Commitments  and  the  negotiation,  preparation and execution  of  the  Credit
Documents and any consents, amendments,  waivers or other modifications thereto
and the transactions contemplated thereby;  and (h) after the occurrence of  a
Default  or  an Event of Default, (i) all costs and expenses of inspections and
visits by any  Agent  or  Lender  pursuant  to Section 5.6 and (ii) all out-of-
pocket costs and expenses, including reasonable  attorneys'  fees  and costs of
settlement,  incurred by any Agent and Lenders in enforcing any Obligations  of
or in collecting  any payments due from any Credit Party hereunder or under the
other Credit Documents by reason of such Default or Event of Default (including
in connection with  the sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Guaranty) or in connection with any
refinancing or restructuring  of  the credit arrangements provided hereunder in
the nature of a "work-out" or pursuant to any insolvency or bankruptcy cases or
proceedings.

       10.3. INDEMNITY.

             (a)    In addition to  the payment of expenses pursuant to Section
10.2, whether or not the transactions contemplated hereby shall be consummated,
each  Credit  Party  agrees to defend (subject  to  Indemnitees'  selection  of
counsel), indemnify, pay  and  hold  harmless,  each  Agent  and Lender and the
officers,  partners, directors, trustees, employees, agents and  Affiliates  of
each Agent and  each  Lender  (each, an "INDEMNITEE"), from and against any and
all  Indemnified  Liabilities;  provided,   no  Credit  Party  shall  have  any
obligation  to  any  Indemnitee  hereunder  with  respect  to  any  Indemnified
Liabilities to the extent such Indemnified Liabilities  arise  from  the  gross
negligence or willful misconduct of that Indemnitee, and provided, further,  no
Credit  Party  shall  have  any  obligation to Issuing Bank in the event of the
wrongful dishonor by Issuing Bank of a proper demand for payment made under any
Letter of Credit issued by it (it being understood that no dishonor as a result
of a Governmental Act shall constitute  a  wrongful  dishonor).   To the extent
that the undertakings to defend, indemnify, pay and hold harmless set  forth in
this  Section  10.3  may be unenforceable in whole or in part because they  are
violative of any law or  public  policy,  the  applicable  Credit  Party  shall
contribute  the  maximum  portion that it is permitted to pay and satisfy under

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applicable law to the payment  and  satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.   To the extent permitted by applicable
law, no Credit Party shall assert, and each  hereby  waives,  any claim against
any   Indemnitee,   on   any   theory  of  liability,  for  special,  indirect,
consequential or punitive damages  (as  opposed  to  direct  or actual damages)
arising out of, in connection with, or as a result of, any Credit  Document  or
any agreement or instrument or transaction contemplated hereby.

             (b)    To the extent permitted by applicable law, neither Holdings
nor  any of its Subsidiaries or Affiliates shall assert, and hereby waives, any
claim  against  any  Lender  or  any of their Affiliates, directors, employees,
attorneys  or  agents,  on any theory  of  liability,  for  special,  indirect,
consequential or punitive  damages   (as  opposed  to direct or actual damages)
(whether or not the claim therefor is based on contract,  tort  or duty imposed
by  any  applicable  legal  requirement)  arising  out of, in connection  with,
arising out of, as a result of, or in any way related to, this Agreement or any
Credit Document or any agreement or instrument contemplated  hereby or thereby,
the  transactions contemplated hereby or thereby, any Loan or the  use  of  the
proceeds  thereof  or  any  act  or  omission  or event occurring in connection
therewith, and Holdings and Company hereby waives,  releases  and agrees not to
sue upon any such claim or any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.

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

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        10.5. AMENDMENTS AND WAIVERS.

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

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

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

                    (ii)  waive,  reduce  or  postpone  any scheduled repayment
       (but not prepayment);

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

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

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

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

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

                    (viii)amend the definition of "REQUISITE LENDERS"  or  "PRO
       RATA SHARE"; provided, with the consent of Requisite Lenders, additional
       extensions   of   credit   pursuant   hereto  may  be  included  in  the
       determination   of  "REQUISITE  LENDERS"  or   "PRO   RATA   SHARE"   on
       substantially the  same  basis  as  the  Term Loan Commitments, the Term
       Loans, the Revolving Commitments and the Revolving Loans are included on
       the Effective Date;

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

                    (x)   consent to the assignment or transfer  by  any Credit
       Party of any of its rights and obligations under any Credit Document.

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             (c)    Other Consents.  No amendment, modification, termination or
waiver of any provision of the Credit Documents, or consent to any departure by
any Credit Party therefrom, shall:

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

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

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

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

                    (v)   amend,  modify, terminate or waive any obligation  of
       Lenders relating to the issuance  of  or  purchase  of participations in
       Letters  of  Credit without the written consent of Administrative  Agent
       and of Issuing Bank; or

                    (vi)  amend,  modify,  terminate  or waive any provision of
       Section  9  as  the  same applies to any Agent, or any  other  provision
       hereof as the same applies to the rights or obligations of any Agent, in
       each case without the consent of such Agent.

             (d)    Execution  of  Amendments,  etc.  Administrative Agent may,
but shall have no obligation to, with the concurrence  of  any  Lender, execute
amendments, modifications, waivers or consents on behalf of such   Lender.  Any
waiver or consent shall be effective only in the specific instance and  for the
specific  purpose for which it was given.  No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in  similar  or  other  circumstances.   Any amendment, modification,

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termination, waiver or consent effected in accordance  with  this  Section 10.5
shall  be binding upon each Lender at the time outstanding, each future  Lender
and, if signed by a Credit Party, on such Credit Party.

       10.6. SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

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

             (b)    Register.  Company, Administrative Agent and Lenders  shall
deem and treat the Persons listed as Lenders in the Register as the holders and
owners  of  the  corresponding  Commitments  and  Loans  listed therein for all
purposes hereof, and no assignment or transfer of any such  Commitment  or Loan
shall  be  effective,  in  each  case, unless and until an Assignment Agreement
effecting the assignment or transfer  thereof  shall have been delivered to and
accepted by Administrative Agent and recorded in  the  Register  as provided in
Section 10.6(d).  Prior to such recordation, all amounts owed with  respect  to
the  applicable  Commitment  or  Loan shall be owed to the Lender listed in the
Register as the owner thereof, and  any  request,  authority  or consent of any
Person  who,  at  the  time of making such request or giving such authority  or
consent, is listed in the  Register as a Lender shall be conclusive and binding
on  any  subsequent  holder,  assignee   or  transferee  of  the  corresponding
Commitments or Loans.

             (c)    Right to Assign.  Each  Lender  shall have the right at any
time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including, without limitation,  all  or  a portion of its
Commitment  or  Loans owing to it or other Obligation to any Eligible  Assignee
upon the giving of notice to Company and Administrative Agent, provided

                    (i)   each  such  assignment shall be of a uniform, and not
       varying, percentage of all rights  and  obligations under and in respect
       of any Loan and any related Commitments and shall not, without Company's
       consent, result in payment to such assignee under Sections 2.19(c), 2.20
       and 2.21 that would not have been made to the assigning Lender; and

                    (ii)  any assignment to a Person  that  does  not  meet the
       requirements  of  clause  (i)  of  the  definition of the term "Eligible
       Assignee"  shall  require the prior written  consent  of  Administrative
       Agent  and,  so long  as  no  Event  of  Default  has  occurred  and  is
       continuing, Company,  in  each  case  not to be unreasonably withheld or
       delayed.

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             (d)    Mechanics.  The assigning  Lender  and the assignee thereof
shall  execute  and  deliver  to Administrative Agent an Assignment  Agreement,
together with such forms, certificates  or other evidence, if any, with respect
to United States federal income tax withholding  matters  as the assignee under
such  Assignment  Agreement may be required to deliver to Administrative  Agent
pursuant to Section 2.20(c).  Any assignment to a Person that does not meet the
requirements of clause  (i)  of the definition of the term "Eligible Assignee,"
shall be in an aggregate amount  of  not  less  than  $100,000  (or such lesser
amount  as  may  be  agreed  by  Company  and Administrative Agent or as  shall
constitute the aggregate amount of a Class  of  Loans  or  Commitments  of  the
assigning Lender).

             (e)    Notice  of Assignment.  Upon its receipt of a duly executed
and completed Assignment Agreement,  (and  any  forms,  certificates  or  other
evidence  required  by  this Agreement in connection therewith), Administrative
Agent shall record the information  contained  in  such Assignment Agreement in
the Register, shall give prompt notice thereof to Company  and shall maintain a
copy of such Assignment Agreement.

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

             (g)    Effect of Assignment.   Subject to the terms and conditions
of this Section 10.6, as of the "Effective Date"  specified  in  the applicable
Assignment  Agreement:  (i) the  assignee thereunder shall have the rights  and
obligations of a "Lender" hereunder  to  the extent such rights and obligations
hereunder have been assigned to it pursuant  to  such  Assignment Agreement and
shall  thereafter  be  a party hereto and a "Lender" for all  purposes  hereof;
(ii) the assigning Lender  thereunder  shall,  to  the  extent  that rights and
obligations  hereunder  have been assigned thereby pursuant to such  Assignment
Agreement, relinquish its  rights  (other  than  any  rights  which survive the
termination  hereof  under  Section 10.8) and be released from its  obligations
hereunder (and, in the case of  an  Assignment  Agreement  covering  all or the
remaining  portion  of  an assigning Lender's rights and obligations hereunder,
such Lender shall cease to  be a party hereto); provided, anything contained in
any of the Credit Documents to  the  contrary notwithstanding, (A) Issuing Bank
shall continue to have all rights and  obligations thereof with respect to such
Letters of Credit until the cancellation  or  expiration  of  such  Letters  of
Credit  and  the  reimbursement  of  any  amounts drawn thereunder and (B) such

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assigning  Lender  shall  continue  to  be  entitled  to  the  benefit  of  all
indemnities hereunder as specified herein with  respect  to matters arising out
of  the  prior  involvement  of  such  assigning Lender as a Lender  hereunder;
(iii) the Commitments shall be modified  to  reflect  the  Commitment  of  such
assignee  and  any  Revolving  Commitment of such assigning Lender, if any; and
(iv) if any such assignment occurs  after  the  issuance of any Note hereunder,
the assigning Lender shall, upon the effectiveness  of  such  assignment  or as
promptly   thereafter   as  practicable,  surrender  its  applicable  Notes  to
Administrative Agent for  cancellation,  and  thereupon Company shall issue and
deliver new Notes, if so requested by the assignee  and/or assigning Lender, to
such assignee and/or to such assigning Lender, with appropriate  insertions, to
reflect the new Revolving Commitments and/or outstanding Loans of  the assignee
and/or the assigning Lender.

             (h)    Participations.   Each Lender shall have the right  at  any
time to sell, without notice to, or consent  of  the Company and Administrative
Agent one or more participations to any Person (other than Holdings, any of its
Subsidiaries or any of its Affiliates) in all or any  part  of its Commitments,
Loans or in any other Obligation.  The holder of any such participation,  other
than  an  Affiliate  of  the  Lender  granting such participation, shall not be
entitled to require such Lender to take  or  omit  to take any action hereunder
except  with  respect  to  any  amendment, modification or  waiver  that  would
(i) extend the final scheduled maturity  of  any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended  beyond  the Revolving Commitment
Termination  Date) in which such participant is participating,  or  reduce  the
rate or extend  the  time  of  payment  of  interest or fees thereon (except in
connection  with  a waiver of applicability of  any  post-default  increase  in
interest rates) or  reduce the principal amount thereof, or increase the amount
of the participant's  participation  over the amount thereof then in effect (it
being understood that a waiver of any  Default  or  Event  of  Default  or of a
mandatory  reduction  in  the  Commitment  shall not constitute a change in the
terms of such participation, and that an increase  in  any  Commitment  or Loan
shall  be permitted without the consent of any participant if the participant's
participation  is  not  increased  as  a  result  thereof), (ii) consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under  this  Agreement  or  (iii) release  all  or  substantially  all  of  the
Collateral under the Collateral Documents (except as  expressly provided in the
Credit Documents) supporting the Loans hereunder in which  such  participant is
participating.   The Company agrees that each participant shall be  entitled to
the  benefits  of Sections 2.19(c), 2.20 and 2.21 to the same extent as  if  it
were a Lender and had acquired its interest by assignment pursuant to paragraph
(c) of this Section;  provided,  (i) a  participant  shall  not  be entitled to
receive  any  greater  payment  under  Section 2.20 or 2.21 than the applicable
Lender would have been entitled to receive  with  respect  to the participation
sold  to  such  participant,  unless  the  sale  of the participation  to  such
participant is made with Company's prior written consent and (ii) a participant
that would be a Non-US Lender if it were a Lender  or would be a US Lender that
is not willing or able to execute a valid Form W-9 shall not be entitled to the
benefits of Section 2.21 unless Company is notified  of  the participation sold
to such participant and such participant agrees, for the benefit of Company, to
comply with Section 2.21 as though it were a Lender.  To the  extent  permitted

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by law, each participant also shall be entitled to the benefits of Section 10.4
as  though it were a Lender, provided such Participant agrees to be subject  to
Section 2.17 as though it were a Lender.

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

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

       10.8. SURVIVAL  OF  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS.   All
representations,  warranties  and  agreements  made  herein shall  survive  the
execution  and  delivery  hereof  and  the  making  of  any  Credit  Extension.
Notwithstanding  anything  herein  or  implied  by  law  to  the contrary,  the
agreements  of  each  Credit Party set forth in Sections 2.19(c),  2.20,  2.21,
10.2, 10.3 and 10.4 and  the  agreements  of Lenders set forth in Sections 2.18
and  9.6 shall survive the payment of the Loans, the cancellation or expiration
of the Letters of Credit and the reimbursement of  any  amounts  drawn
thereunder, and the termination hereof.

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

                                    135
<PAGE>

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

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

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

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

       10.14.APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS  OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH,  THE  LAWS  OF  THE  STATE  OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.

       10.15.CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
ANY  PARTY  HERETO  ARISING  OUT  OF OR RELATING HERETO  OR  ANY  OTHER  CREDIT
DOCUMENT, OR ANY OF THE OBLIGATIONS,  MAY  BE  BROUGHT  IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND  CITY OF NEW YORK.  BY

                                    136
<PAGE>

EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO,  FOR  ITSELF AND IN
CONNECTION   WITH   ITS   PROPERTIES,   IRREVOCABLY (A) ACCEPTS  GENERALLY  AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED  MAIL, RETURN  RECEIPT  REQUESTED,  TO  THE  APPLICABLE  CREDIT
PARTY  AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH  SECTION 10.1; (D)AGREES THAT
SERVICE AS PROVIDED  IN CLAUSE  (C)  ABOVE  IS  SUFFICIENT  TO CONFER PERSONAL
JURISDICTION  OVER  THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY
SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE  IN EVERY
RESPECT; AND (E) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT
PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

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

                                    137

<PAGE>
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY  OF  THE  OTHER  CREDIT  DOCUMENTS
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.
IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL  BY THE COURT.

       10.17.CONFIDENTIALITY.    Each   Lender   shall   hold   all  non-public
information  regarding  Holdings  and Company and their business identified  as
such by Company and obtained by such Lender pursuant to the requirements hereof
in accordance with such Lender's customary procedures for handling confidential
information of such nature, it being  understood  and  agreed  by  Holdings and
Company  that,  in  any  event,  a  Lender  may  make  (i) disclosures  of such
information to Affiliates of such Lender and to their agents and advisors  (and
to  other  persons  authorized  by  a  Lender  or Agent to organize, present or
disseminate such information in connection with  disclosures  otherwise made in
accordance with this Section 10.17), (ii) disclosures of such information
reasonably required by any bona fide or potential assignee, transferee or
participant  in connection  with the contemplated assignment, transfer or
participation by such Lender of any  Loans or any participations therein or by
any direct or indirect contractual counterparties (or the professional advisors
thereto) in Financial Hedge Agreements (provided, such assignees,  transferees,
participants, counterparties  and  advisors  are  advised  of  and  agree to be
bound by  the provisions of this Section 10.17), (iii) disclosure to any rating
agency when required  by  it, provided, prior to any disclosure, such rating
agency  shall undertake in writing  to  preserve  the  confidentiality  of  any
confidential information  relating  to  the Credit  Parties received by it from
any of  the Agents  or any Lender, and (iv)  required  or  requested  by  any
governmental agency or  representative  thereof  or  by  the  NAIC  or pursuant
to legal or judicial process; provided, unless specifically prohibited by
applicable law or court order, each Lender shall make reasonable efforts to
notify Company of any request by any governmental agency or representative
thereof  (other  than  any such  request  in connection with any examination
of the financial condition or other routine examination  of  such  Lender  by
such  governmental agency) for disclosure of  any such  non-public information
prior to disclosure  of  such information.  Notwithstanding  anything  to the
contrary set forth herein, each party (and each of their respective employees,
representatives or other agents) may disclose to any and all persons, without
limitations  of any kind, the tax treatment and tax structure of the
transactions contemplated  by this Agreement and all materials of any kind
(including without limitation, opinions and other tax  analyses)  that  are
provided to any such party relating to such tax treatment  and tax structure.
However, any information  relating  to  the  tax treatment  or  tax  structure
shall  remain  subject  to  the  confidentiality provisions hereof  (and  the
foregoing sentence shall not apply) to the extent reasonably necessary to
enable the parties hereto, their respective Affiliates, and their and their
respective  Affiliates'  directors  and employees to comply with applicable
securities laws.  For this purpose, "tax  structure"  means any facts  relevant
to  the  federal  income  tax  treatment  of  the transactions contemplated by
this Agreement but does not include information relating to the identity of any
of the parties hereto or any of their respective Affiliates.

                                    138
<PAGE>

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

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

                  Remainder of page intentionally left blank



                                      139
NY12534:136764.9

<PAGE>








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

<TABLE>
<CAPTION>
BPC HOLDING CORPORATION
<S>        <C>
By:
      Name:
      Title:
BERRY PLASTICS CORPORATION
By:
      Name:
      Title:
BERRY IOWA CORPORATION
By:
      Name:
      Title:
PACKERWARE CORPORATION
By:
      Name:
      Title:
KNIGHT PLASTICS, INC.
By:
      Name:
      Title:
</TABLE>




NY12534:136764.9

<PAGE>





<TABLE>
<CAPTION>
BERRY STERLING CORPORATION
<S>                 <C>
By:
      Name:
      Title:
BERRY PLASTICS DESIGN CORPORATION
By:
      Name:
      Title:
POLY-SEAL CORPORATION
By:
      Name:
      Title:
BERRY PLASTICS ACQUISITIONS CORPORATION III
By:
      Name:
VENTURE PACKAGING, INC.
By:
      Name:
      Title:
</TABLE>




NY12534:136764.9

<PAGE>





<TABLE>
<CAPTION>
VENTURE PACKAGING MIDWEST, INC.
<S>                     <C>
By:
      Name:
      Title:
BERRY PLASTICS TECHNICAL SERVICES, INC.
By:
      Name:
      Title:
CPI HOLDING CORPORATION
By:
      Name:
      Title:
AEROCON, INC.
By:
      Name:
      Title:

PESCOR, INC.
By:
      Name:
      Title:
</TABLE>




NY12534:136764.9

<PAGE>





<TABLE>
<CAPTION>
BERRY TRI-PLAS CORPORATION
<S>          <C>                                             <C>
By:
      Name:
      Title:
CARDINAL PACKAGING, INC.
By:
      Name:
      Title:
LANDIS PLASTICS, INC.
By:
      Name:
      Title:
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent and a Lender
By:
Authorized Signatory

JPMORGAN CHASE BANK,
as Syndication Agent and a Lender
By:
Authorized Signatory
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>    <C>

FLEET NATIONAL BANK,
as Collateral Agent, Issuing Bank and Swing Line Lender and a Lender
By:
Authorized Signatory

THE ROYAL BANK OF SCOTLAND,
as a Co-Documentation Agent and a Lender
By:
Authorized Signatory

GENERAL ELECTRIC CAPITAL CORPORATION,
as a Co-Documentation Agent and a Lender
By:
Authorized Signatory

WEBSTER BANK,
as a Lender
By:
Authorized Signatory

MERRILL LYNCH CAPITAL,
a division of Merrill Lynch Business Financial Services Inc., as a Lender
By:
Authorized Signatory
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>      <C>
ORIX FINANCIAL SERVICES,
as a Lender
By:
Authorized Signatory

PAM CAPITAL FUNDING,
as a Lender
By:
Authorized Signatory

CENTURION CDO VII, LTD.,
as a Lender
By:
Authorized Signatory
</TABLE>




NY12534:136764.9

<PAGE>














                                                                   APPENDIX A-1


                                               TO CREDIT AND GUARANTY AGREEMENT




                             TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
[                                    ][                                       ]
<S>                                                   <C>
</TABLE>





                                 Appendix A-1

NY12534:136764.9

<PAGE>














                                                                   APPENDIX A-2


                                               TO CREDIT AND GUARANTY AGREEMENT


                            [Intentionally Omitted]




                                 Appendix A-2
NY12534:136764.9

<PAGE>














                                                                   APPENDIX A-3


                                               TO CREDIT AND GUARANTY AGREEMENT


                             REVOLVING COMMITMENTS


<TABLE>
<CAPTION>
Goldman Sachs Credit Partners L.P.  $[                    ]
<S>                                  <C>
JPMorgan Chase Bank                 $[                    ]
Fleet National Bank                 $[                    ]
General Electric Capital Corporation$[                    ]
The Royal Bank of Scotland          $[                    ]
Webster Bank                        $[                    ]
Centurion CDO VII, LTD.             $[                    ]
Merrill Lynch Capital               $[                    ]
Orix Financial Services             $[                    ]
Pam Capital Funding                 $[                    ]
</TABLE>




                                  Appendix A-3
NY12534:136764.9

<PAGE>








                                                                     APPENDIX B


                                               TO CREDIT AND GUARANTY AGREEMENT


                               NOTICE ADDRESSES

<TABLE>
<CAPTION>
BERRY PLASTICS CORPORATION
<S>                       <C>
    101 Oakley St.
    Evansville, IN 47710
    Attention:  James M. Kratochvil
    Telecopier:  (812) 424-0128

BPC HOLDING CORPORATION
    101 Oakley St.
    Evansville, IN 47710
    Attention:  James M. Kratochvil
    Telecopier:  (812) 424-0128
</TABLE>

                                 Appendix B-1

NY12534:136764.9

<PAGE>





<TABLE>
<CAPTION>
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Lead Arranger, Administrative Agent and a Lender
<S>              <C>
    Goldman Sachs Credit Partners L.P.
    85 Broad Street
    New York, New York  10004
    Attention:  Stephen King
    Telecopier:  (212) 357-0932

with a copy to:
    Goldman Sachs Credit Partners L.P.
    85 Broad Street
    New York, New York  10004
    Attention: John Makrinos
    Telecopier:  (212) 357-4597
</TABLE>


                                 Appendix B-2

NY12534:136764.9

<PAGE>





<TABLE>
<CAPTION>
JPMORGAN CHASE BANK,
as Syndication Agent and a Lender
<S>              <C>
    JP Morgan Chase Bank
    270 Park Avenue, 38th Fl.
    New York, NY 10017
    Attention: Stacey Haimes
    Telecopier: (212) 270-7939

FLEET NATIONAL BANK
as Collateral Agent, Issuing Bank, and Swing Line Lender
    Fleet Bank
    100 Federal St. MA DE 100-11A
    Boston, MA 02110
    Attention: Shai Patel
    Telecopier: (617) 434-4929
</TABLE>






                                 Appendix B-3

NY12534:136764.9