WINSLOEW FURNITURE, INC.

                                CREDIT AGREEMENT


         This CREDIT AGREEMENT (this "Agreement") is dated as of May 8, 2001 and
entered into by and among WINSLOEW FURNITURE, INC., a Florida corporation
("Borrower"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF OR
PARTY FROM TIME TO TIME HERETO (each individually referred to herein as a
"Lender" and collectively as "Lenders"), CIBC INC., as swing line lender (in
such capacity, the "Swing Line Lender"), CANADIAN IMPERIAL BANK OF COMMERCE,
acting through one or more of its agencies, branches or affiliates ("CIBC"), as
administrative agent for Lenders (in such capacity, "Administrative Agent"), and
CIBC WORLD MARKETS CORP., as lead arranger and bookrunner (in such capacity,
"Lead Arranger").

                                 R E C I T A L S

         WHEREAS, Borrower, Brown Jordan International, Inc., a Delaware
corporation ("BJI") and the Sellers (this and other capitalized terms used in
these recitals without definition being used as defined in subsection 1.1) have
entered into the Acquisition Agreement, pursuant to which Borrower has agreed to
acquire all of the outstanding shares of capital stock of BJI (such acquisition
is hereinafter referred to as the "Acquisition");

         WHEREAS, the Acquisition Agreement provides that, on or before the
Closing Date, WLFI Holdings, Inc., a Florida corporation ("Holdings") shall
issue approximately 850,497 shares of its common stock to Trivest, Inc., a
Florida corporation ("Trivest"), affiliates of Trivest, the Management
Investors, and participants in Borrower's 1999 Key Employee Equity Plan
(collectively, the "WLFI Shareholders") in exchange for all of the outstanding
shares of common stock of Borrower;

         WHEREAS, the Acquisition Agreement further provides that, on or before
the Closing Date, Holdings shall issue approximately 335,437 additional shares
of its common stock to certain investors (the "Cash Investors") in exchange for
an aggregate cash contribution of approximately $50,818,651 by the Cash
Investors to Holdings (such contribution is hereinafter referred to as the "Cash
Contribution" and the proceeds of the Cash Contribution are hereinafter referred
to as the "Cash Contribution Proceeds");

         WHEREAS, the Acquisition Agreement further provides that, on the
Closing Date, Holdings shall issue 6,735 additional shares of its common stock
to the participating shareholders of BJI (the "BJI Investors") in exchange for
approximately 108,548 shares of common stock of BJI ("BJI Common Stock") (such
exchange is hereinafter referred to as the "BJI Exchange");

         WHEREAS, the Acquisition Agreement further provides that, on the
Closing Date, Holdings shall issue Series A and Series B unsecured senior
subordinated promissory notes to the BJI Investors in an aggregate amount of
$22,000,000 in exchange for approximately 2,340,426 shares of BJI Common Stock
(such promissory notes are hereinafter referred to as the "Holdings Notes");

         WHEREAS, the Acquisition Agreement further provides that, on or before
the Closing Date, Holdings shall invest all of the Cash Contribution Proceeds
into Borrower;

         WHEREAS, Borrower desires that Lenders extend certain credit facilities
to Borrower, the proceeds of which will be used, together with the Cash
Contribution Proceeds, to provide funds for:

         (i) the payment of approximately $77,274,046 in cash to the
shareholders of BJI (other than the BJI Investors, the Cash Investors and
Holdings) to purchase shares of BJI Common Stock, which shares represent all of
the remaining shares of BJI Common Stock not acquired by Holdings in connection
with the BJI Exchange and the issuance of the Holdings Notes;

          (ii)  the   refinancing  of   approximately   $139,500,000  of  funded
          Indebtedness  under  Borrower's and BJI's existing  credit  facilities
          (the "Refinancing");

          (iii) fund seasonal working capital for Borrower and its Subsidiaries;

          (iv) general corporate purposes of Borrower and its Subsidiaries; and

          (v) the payment of the Transaction Costs related to the Acquisition;

         WHEREAS, on the Closing Date, Holdings will contribute to Borrower all
the shares of BJI Common Stock acquired by Holdings in connection with the BJI
Exchange and the issuance of the Holdings Notes (the "Share Contribution"), at
which time all of the outstanding shares of capital stock of BJI will be owned
beneficially and of record by Borrower;

         WHEREAS, Borrower desires to secure all of the Obligations hereunder
and under the other Loan Documents by granting to Administrative Agent, on
behalf of Lenders, a First Priority Lien on substantially all of its real,
personal and mixed property, including a pledge of all of the capital stock of
each of its domestic Subsidiaries and 65% of the capital stock of its foreign
Subsidiaries; and

         WHEREAS, Holdings and all of the domestic Subsidiaries of Borrower,
including BJI and its domestic Subsidiaries, have agreed to guarantee the
Obligations hereunder and under the other Loan Documents and to secure their
guaranties by granting to Administrative Agent, on behalf of Lenders, a First
Priority Lien on substantially all of their respective real, personal and mixed
property, including a pledge of all of the capital stock of each of their
respective domestic Subsidiaries and 65% of the capital stock of their
respective foreign Subsidiaries:

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower, Lenders and Administrative
Agent agree as follows:

Section 1.        DEFINITIONS

1.1      Certain Defined Terms.
         ---------------------

                  The following terms used in this Agreement shall have the
following meanings:

         "Accounts" means all present and future rights of Borrower to payment
for goods sold or leased or for services rendered (including any such rights
evidenced by instruments or chattel paper), whether due or to become due,
whether now existing or hereinafter arising and wherever arising, and whether or
not they have been earned by performance.

         "Acquisition" has the meaning assigned to that term in the Recitals to
this Agreement.

         "Acquisition Agreement" means that certain Stock Purchase Agreement by
and among Holdings, Borrower, BJI and the Sellers dated as of May 8, 2001
(including the Exhibits and the Schedules attached thereto), in the form
delivered to Administrative Agent and Lenders prior to their execution of this
Agreement.

         "Acquisition Revolving Loans" has the meaning assigned to that term in
subsection 2.5A.

         "Additional Mortgage" has the meaning assigned to that term in
subsection 6.9B.

         "Additional Mortgaged Property" has the meaning assigned to that term
in subsection 6.9B.

         "Adjusted LIBOR" means, for any Interest Rate Determination Date with
respect to an Interest Period for a LIBOR Loan, the rate per annum obtained by
dividing (x) the rate of interest equal to (a) the rate per annum determined on
the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period and
appearing on Telerate Screen 3750 at or about 11:00 A.M., London time, two
Business Days prior to the commencement of such Interest Period, or (b) if such
a rate does not appear on Telerate Screen 3750, the average of the rates per
annum at which Dollar deposits in immediately available funds are offered to
CIBC in the interbank LIBOR market as at or about 11:00 A.M. (New York City
time) two Business Days prior to the beginning of such Interest Period for
delivery on the first day of such Interest Period, and for a period
approximately equal to such Interest Period, by (y) a percentage equal to 100%
minus the stated maximum rate (expressed as a percentage) of all reserve
requirements (including any marginal, emergency, supplemental, special or other
reserves) applicable on such Interest Rate Determination Date to any member bank
of the Federal Reserve System in respect of "Eurocurrency liabilities" as
defined in Regulation D (or any successor category of liabilities under
Regulation D).

         "Administrative Agent" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

         "Administrative Agent's Office" means (i) the office of Administrative
Agent and Swing Line Lender located at CIBC, 425 Lexington Avenue, New York, NY
10017, or (ii) such other office of Administrative Agent and Swing Line Lender
as may from time to time hereafter be designated as such in a written notice
delivered by Administrative Agent and Swing Line Lender to Borrower and each
Lender.

         "Affected Lender" has the meaning assigned to that term in subsection
2.6C.

         "Affected Loans" has the meaning assigned to that term in subsection
2.6C.

         "Affiliate", as applied to any Person, means (a) any partner, officer,
shareholder or member (if holding more than 10% of the outstanding equity
interests of such Person), director, manager, employee or managing agent of such
Person, (b) any spouse, parents, siblings, children or grandchildren of such
Person, (c) any corporation, limited liability company, association,
partnership, trust, entity or enterprise in which such Person is a director,
officer, manager or general partner, and (d) any other Person (other than a
Subsidiary) that, (i) directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such given
Person, (ii) directly or indirectly beneficially owns or holds 10% or more of
any class of voting stock or partnership or membership or other voting interest
of such Person or any Subsidiary of such Person, or (iii) 10% or more of the
voting stock or partnership or membership or other voting interest of which is
directly or indirectly beneficially owned or held by such Person or a Subsidiary
of such Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power 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. Notwithstanding the foregoing, neither Administrative
Agent nor any Lender shall be deemed to be an Affiliate of any of the Loan
Parties.

         "Agreement" means this Credit Agreement.

         "Applicable Base Rate Margin" means, as at any date of determination,
with respect to any Type of Loan that is a Base Rate Loan, a percentage per
annum equal to the Applicable LIBOR Margin for such Type of Loan less 1.00%.

         "Applicable LIBOR Margin" means (a) with respect to Term Loans that are
LIBOR Loans, 4.00% per annum, and (b) with respect to Revolving Loans that are
LIBOR Loans, a percentage per annum as set forth below opposite the applicable
Consolidated Total Leverage Ratio:



        Consolidated Total Leverage Ratio                Applicable LIBOR Margin
 ------------------------------------------------ ------------------------------
 ------------------------------------------------ ------------------------------

       greater than or equal to 4.25:1.00                             3.50%
 ------------------------------------------------
 ------------------------------------------------

          less than 4.25:1.00                                         3.25%
 but greater than or equal to 3.75:1.00
 ------------------------------------------------

          less than 3.75:1.00                                         3.00%
 but greater than or equal to 3.25:1.00
 ------------------------------------------------

          less than 3.25:1.00                                         2.75%
 but greater than or equal to 2.75:1.00;
 ------------------------------------------------

               less than 2.75:1.00                                    2.50%


; provided that until the date that is five Business Days after the date on
which Borrower delivers the first Margin Determination Certificate required to
be delivered to Administrative Agent pursuant to subsection 6.1(xvi), the
Applicable LIBOR Margin for Revolving Loans that are LIBOR Loans shall be 3.50%.

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

         "Articles of Merger" means those certain Articles of Merger executed in
connection with the Merger, as in effect on the Closing Date.

         "Asset Sale" means the sale (in any single transaction or related
series of transactions) by Borrower or any of its Subsidiaries to any Person
other than Borrower or any of its wholly-owned domestic Subsidiaries of (i) any
of the capital stock or other equity or ownership interests of any of Borrower's
Subsidiaries, (ii) substantially all of the assets of any division or line of
business of Borrower or any of its Subsidiaries, or (iii) any other assets
(whether tangible or intangible) of Borrower or any of its Subsidiaries (other
than (a) Inventory sold in the ordinary course of business, (b) dispositions of
worn-out and obsolete equipment no longer useful in Borrower's business,
consistent with past practices of Borrower and BJI, and (c) any such other
assets to the extent that the aggregate fair market value of such assets sold in
any twelve-month period is less than $750,000).

         "Assignment Agreement" means an Assignment Agreement in substantially
the form of Exhibit XI annexed hereto.

         "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, at any time, the higher of (x) the Reference Rate or
(y) the rate which is one half of 1% in excess of the Federal Funds Effective
Rate.

         "Base Rate Loans" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.

          "BJI" means Brown Jordan International,  Inc., a Delaware corporation,
          and includes each and every Subsidiary thereof.

         "BJI Common Stock" has the meaning assigned to that term in the
Recitals to this Agreement.

         "BJI Exchange" has the meaning assigned to that term in the Recitals to
this Agreement.

         "BJI Investors" has the meaning assigned to that term in the Recitals
to this Agreement.

          "BJI Mexico" means  Maquilados  Tecnicos,  S.A. de C.V., a corporation
          organized under the laws of Mexico.

         "Borrower" has the meaning assigned to such term in the introduction to
this Agreement.

         "Borrower Common Stock" means the common stock of Borrower.

         "Borrowing Base" means (i) the sum of (a) 85% of the face amount of
Eligible Accounts Receivable, and (b) 60% of the lower of the cost or fair
market value of Eligible Inventory, less (ii) the amount of the obligations
secured by Permitted Encumbrances on such Eligible Accounts or such Eligible
Inventory.

         "Borrowing Base Certificate" means a certificate substantially in the
form of Exhibit IV annexed hereto delivered to Administrative Agent and Lenders
by Borrower pursuant to subsection 4.1X or subsection 6.1(i).

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

         "Capital Lease", as applied to any Person, means 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.

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

         "Cash Contribution" has the meaning assigned to such term in the
Recitals to this Agreement.

         "Cash Contribution Proceeds" has the meaning assigned to such term in
the Recitals to this Agreement.

         "Cash Equivalents" means, as at any date of determination, (i)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof or any state having
maturities of not more than one year after the date of acquisition; (ii)
certificates of deposit and Eurodollar time deposits with maturities of one year
or less from the date of acquisition, bankers' acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any Lender or
any domestic commercial bank or U.S. branch of a foreign commercial bank having
capital and surplus in excess of $250,000,000 and a Thompson Bank Watch Rating
of "B" or better; (iii) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (i) and
(ii) above entered into with any financial institution meeting the
qualifications specified in said clause (ii); and (iv) commercial paper having
the highest rating obtainable from Moody's or S&P and in each case maturing
within 270 days after the date of acquisition.

         "CIBC" has the meaning assigned to that term in the introduction to
this Agreement.

"Class"  means,  as applied to  Lenders,  each of the  following  two classes of
Lenders:  (i)  Lenders  having  Term  Loan  Exposure,  and (ii)  Lenders  having
Revolving Loan Exposure.

         "Closing Date" means May 8, 2001.

         "Closing Date Mortgage" has the meaning assigned to that term in
subsection 4.1I(i).

         "Closing Date Mortgage Policies" has the meaning assigned to that term
in subsection 4.1I(ii).

         "Closing Date Mortgaged Property" has the meaning assigned to that term
in subsection 4.1I(i).

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

         "Collateral Access Agreement" means any landlord waiver, mortgagee
waiver, bailee letter or any similar acknowledgement or agreement of any
landlord or mortgagee in respect of any Real Property Asset where any Collateral
is located or any warehouseman or processor in possession of any Inventory of
any Loan Party, substantially in the form of Exhibit XV annexed hereto with such
changes thereto as may be agreed to by Administrative Agent in the reasonable
exercise of its discretion.

         "Collateral Account" has the meaning assigned to that term in the
Security Agreement.

         "Collateral Documents" means the Security Agreement, the Mortgages, and
all other instruments or documents delivered by any Loan Party pursuant to this
Agreement or any of the other Loan Documents in order to grant to Administrative
Agent, on behalf of Lenders, a Lien on any real, personal or mixed property of
that Loan Party as security for the Obligations.

         "Commitments" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit VIII annexed hereto delivered to Administrative Agent and Lenders by
Borrower pursuant to subsection 6.1(iv).

         "Confidential Information Memorandum" means that certain Confidential
Information Memorandum relating to Borrower dated April 2001.

         "Conforming Leasehold Interest" means any Leasehold Property as to
which the lessor has agreed in writing for the benefit of Administrative Agent
(which writing has been delivered to Administrative Agent), whether under the
terms of the applicable lease, under the terms of a Landlord Consent and
Estoppel, or otherwise, to the matters described in the definition of "Landlord
Consent and Estoppel," which interest, if a subleasehold or sub-subleasehold
interest, is not subject to any contrary restrictions contained in a superior
lease or sublease.

         "Consolidated Capital Expenditures" means, for any period, the sum of
(i) the aggregate of all expenditures (whether paid in Cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Borrower and
its Subsidiaries) by Borrower and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Borrower and its Subsidiaries plus (ii) to the extent not covered by
clause (i) of this definition, the aggregate of all expenditures by Borrower and
its Subsidiaries during that period to acquire (by purchase or otherwise) the
business, property or fixed assets of any Person, or the capital stock or other
evidence of beneficial ownership of any Person that, as a result of such
acquisition, becomes a Subsidiary of Borrower.

         "Consolidated Current Assets" means, as at any date of determination,
the total assets of Borrower 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 Borrower and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding the current portions of Funded Debt and Capital
Leases.

         "Consolidated EBITDA" means, for any period, the sum of the amounts for
such period of (i) Consolidated Net Income, (ii) Consolidated Interest Expense,
(iii) provisions for taxes based on income, (iv) total depreciation expense, (v)
total amortization expense, and (vi) other non-recurring and non-cash items
reducing Consolidated Net Income, less interest income and any non-recurring and
non-cash items increasing Consolidated Net Income (determined by adding back
thereto any amounts deducted in the calculation of Consolidated Net Income that
were paid, incurred or accrued in violation of any of the provisions of this
Agreement), all of the foregoing as determined on a consolidated basis for
Borrower and its Subsidiaries in conformity with GAAP; provided that (a) the
Consolidated EBITDA for the third Fiscal Quarter of Fiscal Year 2000 shall be
deemed to be $13,853,000, (b) the Consolidated EBITDA for the fourth Fiscal
Quarter of Fiscal Year 2000 shall be deemed to be $22,308,000, and (c) the
Consolidated EBITDA for the first Fiscal Quarter of Fiscal Year 2001 shall be
deemed to be $14,044,000; provided, further, that all components of Consolidated
EBITDA for the period of four Fiscal Quarters ending at the end of each Fiscal
Quarter shall include or exclude, as the case may be, without duplication, such
components of Consolidated EBITDA attributable to any business or assets that
have been acquired or disposed of by Borrower or any of its Subsidiaries
(including businesses and assets acquired through mergers or consolidations)
after the first day of such period of four Fiscal Quarters and prior to the end
of such period, as determined in good faith by Borrower on a pro forma basis for
such period of four Fiscal Quarters as if such acquisition or disposition had
occurred on such first day of such period.

         "Consolidated Excess Cash Flow" means, for any period, an amount (if
positive) equal to (a) Consolidated EBITDA, minus (b) increases (or plus
decreases) in working capital, minus (c) cash taxes paid, minus (d) Consolidated
Capital Expenditures to the extent permitted hereunder (other than Financed
CapEx), minus scheduled and any additional principal repayments of Indebtedness
to the extent permitted hereunder (other than prepayments of Revolving Loans
that are not accompanied by a reduction in the Revolving Loan Commitments) and
payments of interest on all such Indebtedness, in each case for such period,
determined in accordance with GAAP on a consolidated basis for Borrower and its
Subsidiaries.

         "Consolidated Fixed Charges" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Interest
Expense, (ii) Cash payments for taxes based on income, and (iii) all scheduled
principal payments to be made by Borrower or any of its Subsidiaries (whether or
not such payments are actually made) on all Indebtedness of Borrower and its
Subsidiaries (including the principal component of all Capital Leases), all of
the foregoing as determined on a consolidated basis for Borrower and its
Subsidiaries in conformity with GAAP; provided that (a) the Consolidated Fixed
Charges for the third Fiscal Quarter of Fiscal Year 2000 shall be deemed to be
$9,500,000, (b) the Consolidated Fixed Charges for the fourth Fiscal Quarter of
Fiscal Year 2000 shall be deemed to be $12,500,000, and (c) the Consolidated
Fixed Charges for the first Fiscal Quarter of Fiscal Year 2001 shall be deemed
to be $8,600,000.

         "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) paid in Cash of Borrower and its
Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of Borrower and its Subsidiaries, including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in subsection 2.3 payable to
Administrative Agent and Lenders on or before the Closing Date.

         "Consolidated Net Income" means, for any period, the net income (or
loss) of Borrower and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP; provided
that there shall be excluded (i) the income (or loss) of any Person (other than
a Subsidiary of Borrower) in which any other Person (other than Borrower or any
of its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Borrower or any of its
Subsidiaries by such Person during such period, (ii) the income of any
Subsidiary of Borrower 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, (iii) any after-tax gains or losses attributable
to Asset Sales or returned surplus assets of any Pension Plan, and (iv) (to the
extent not included in clauses (i) through (iii) above) any net extraordinary
gains or net non-cash extraordinary losses.

         "Consolidated Net Worth" means, as at any date of determination, the
sum of the capital stock and additional paid-in capital plus retained earnings
(or minus accumulated deficits) of Borrower and its Subsidiaries on a
consolidated basis determined in conformity with GAAP.

         "Consolidated Senior Debt" means, as at any date of determination,
Consolidated Total Debt less the aggregate principal amount of all unsecured
Subordinated Indebtedness of Borrower and its Subsidiaries, determined on a
consolidated basis.

         "Consolidated Senior Leverage Ratio" means, as at the last day of any
Fiscal Quarter, the ratio of (a) Consolidated Senior Debt as of the last day of
such Fiscal Quarter, to (b) Consolidated EBITDA for the four Fiscal Quarter
period then ended; provided, however, that for purposes of calculating the
Consolidated Senior Leverage Ratio, Consolidated Total Debt with respect to
Revolving Loans shall be deemed to be the daily average principal amount of
Revolving Loans outstanding during the twelve-month period then ended (it being
understood that the daily average principal amount of Revolving Loans
outstanding during each month set forth on Schedule 1.1(b) annexed hereto shall
be deemed to be the corresponding amount set forth on Schedule 1.1(b) for such
month).

         "Consolidated Total Debt" means, as at any date of determination, the
aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries,
determined on a consolidated basis.

         "Consolidated Total Leverage Ratio" means, as at the last day of any
Fiscal Quarter, the ratio of (a) Consolidated Total Debt as of the last day of
such Fiscal Quarter, to (b) Consolidated EBITDA for the four Fiscal Quarter
period then ended; provided, however, that for purposes of calculating the
Consolidated Total Leverage Ratio, Consolidated Total Debt with respect to
Revolving Loans shall be deemed to be the daily average principal amount of
Revolving Loans outstanding during the twelve-month period then ended (it being
understood that the daily average principal amount of Revolving Loans
outstanding during each month set forth on Schedule 1.1(b) annexed hereto shall
be deemed to be the corresponding amount set forth on Schedule 1.1(b) for such
month).

         "Contingent Obligation", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person (i) with respect to
any Indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent thereof by the Person incurring the Contingent Obligation is
to provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof, (ii)
with respect to any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings, or (iii)
under Hedge Agreements. Contingent Obligations shall include (a) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another, (b) the obligation to make
take-or-pay or similar payments if required regardless of non-performance by any
other party or parties to an agreement, and (c) any liability of such Person for
the obligation of another through any agreement (contingent or otherwise) (X) 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 (Y) 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 (X) or (Y) of this sentence, the primary purpose or
intent thereof is as described in the preceding sentence. The amount of any
Contingent Obligation shall be equal to the amount of the obligation so
guaranteed or otherwise supported or, if less, the amount to which such
Contingent Obligation is specifically limited.

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

         "Currency Agreement" means any foreign exchange contract, currency swap
agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement to which Borrower or any of its Subsidiaries is a
party.

         "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.

         "Eligible Account Receivable" means an Account of a Loan Party that (i)
consists of the unpaid portion of the obligation stated on the invoice issued to
an Account debtor with respect to Inventory sold and shipped to or services
performed for such Account debtor in the ordinary course of business, net of any
credits or rebates owed by any Loan Party to such Account debtor, and (ii)
Administrative Agent, in its reasonable credit judgment, determines to meet all
of the following requirements:

         (a) such Account is owned by a Loan Party and represents a complete
bona fide transaction which requires no further act under any circumstances on
the part of any Loan Party, to make such Account payable by the Account debtor;

     (b) such Account was invoiced in accordance with the applicable Sales Terms
     and is not past due more than 60 days after its original due date;

         (c) such Account does not arise out of any transaction with any Loan
Party or any Affiliate, director, officer, agent, stockholder, employee,
creditor, lessor or supplier of any Loan Party;

         (d) such Account is not owing by an Account debtor more than 20% of
whose then-existing Accounts owing to Borrower and its Subsidiaries do not meet
the requirements set forth in clause (b) above;

         (e) if the Account debtor with respect thereto is located outside of
the United States of America, the goods which gave rise to such Account were
shipped after receipt by the applicable Loan Party from the Account debtor of an
irrevocable letter of credit that has been confirmed by a financial institution
acceptable to Administrative Agent in its reasonable credit judgment and is in
form and substance acceptable to Administrative Agent, payable in the full face
amount of the face value of the Account in Dollars at a place of payment located
within the United States;

         (f) the Account debtor with respect to such Account is not located in a
state which imposes conditions on the enforceability of Accounts with which
Borrower or any of its Subsidiaries has not complied;

         (g) such Account is not subject to the Assignment of Claims Act of
1940, as amended from time to time, or any applicable law now or hereafter
existing similar in effect thereto, as determined in the sole discretion of
Administrative Agent, or to any provision prohibiting its assignment or
requiring notice of or consent to such assignment, unless all such required
notices have been given and such consents received such that such Account has
been validly assigned to Administrative Agent;

         (h) No Loan Party is in breach of any express or implied representation
or warranty with respect to the goods the sale of which gave rise to such
Account;

         (i) the Account debtor with respect to such Account is not insolvent or
the subject of any bankruptcy or insolvency proceedings of any kind or of any
other proceeding or action, threatened or pending, which might, in
Administrative Agent's sole judgment, have a materially adverse effect on such
Account debtor;

         (j) the goods, the sale of which gave rise to such Account, were
shipped or delivered to Account debtor on an absolute sale basis and not on a
bill-and-hold sale basis, a consignment sale basis, a guaranteed sale basis, a
sale or return basis or on the basis of any other similar understanding, and
such goods have not been returned or rejected;

         (k) such Account is not owing by an Account debtor or a group of
Account debtors who are Affiliates whose then-existing Accounts owing to the
Loan Parties exceed in face amount 20% of the total Eligible Accounts
Receivable;

     (1) such  Account is evidenced  by an invoice or other  documentation  that
     conforms to the applicable Sales Terms;

         (m) such Account is a valid, legally enforceable obligation of the
Account debtor with respect thereto and is not subject to any present, or
contingent (and no facts exist which are the basis for any future), offset,
deduction or counterclaim, dispute or other defense on the part of such Account
debtor, provided only an amount equal to the amount of such offset, deduction,
counterclaim dispute or other defense shall be ineligible by reason thereof;

     (n) such Account is not  evidenced by chattel paper or an instrument of any
     kind  unless such  chattel  paper or  instrument  is in the  possession  of
     Administrative Agent;

         (o) such Account does not arise from the performance of warranty
services or out of account service charges by Borrower or any of its
Subsidiaries or other fees for the time value of money; and

         (p) with respect to such Accounts, Administrative Agent, on behalf of
Lenders and Issuing Lender, has a valid First Priority Lien and such Account is
free of all Liens or other claims of all other Persons other than Liens
permitted under this Agreement.

         "Eligible Assignee" means (A) (i) a commercial bank organized under the
laws of the United States or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof (provided that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country); and (iv) any other entity which is an "accredited investor" (as
defined in Regulation D under the Securities Act) which extends credit or buys
loans as one of its businesses including insurance companies, mutual funds,
lease financing companies and investment funds and any Approved Funds; (B) a
Lender, an Affiliate of a Lender, or an Approved Fund; or (C) any other Person
(other than a natural Person) approved by (1) Administrative Agent, (2) in the
case of any assignment of a Revolving Loan, Issuing Lender, and (3) unless (x)
such Person is taking delivery of an assignment in connection with physical
settlement of a credit derivatives transaction, or (y) an Event of Default or
Potential Event of Default has occurred and is continuing, Borrower (each such
approval not to be unreasonably withheld or delayed); provided that no Affiliate
of Borrower shall be an Eligible Assignee. If the consent of Borrower to an
assignment to an Eligible Assignee is required hereunder (including a consent to
an assignment which does not meet the minimum assignment thresholds specified in
subsection 10.1B(i)), Borrower shall be deemed to have given its consent five
Business Days after the date notice thereof has been delivered by the assigning
Lender (through Administrative Agent) unless such consent is expressly refused
by Borrower prior to such fifth Business Day.

         "Eligible Inventory" means items of Inventory of the Loan Parties held
for sale in the ordinary course of their business which Administrative Agent in
its reasonable credit judgment determines to meet all of the following
requirements:

         (a) such Inventory is owned by Borrower or a Subsidiary Guarantor,
Administrative Agent, on behalf of Lenders and Issuing Lender, has a valid First
Priority Lien as to such Inventory, and such Inventory is subject to no other
Lien whatsoever other than Permitted Encumbrances arising by operation of law;

     (b)  such  Inventory   consists  of  raw   materials,   finished  goods  or
     work-in-process;

         (c) such Inventory is in good condition and meets all standards
applicable to such goods, their use or sale imposed by any governmental agency,
or department or division thereof, having regulatory authority over such
matters;

     (d) such  Inventory  is  currently  either  usable or  saleable,  at prices
     approximating  at  least  cost,  in the  normal  course  of a Loan  Party's
     business;

         (e) such Inventory is not obsolete, slow moving or repossessed or used
goods taken in trade or returned goods which when added to the aggregate value
of returned goods included in Eligible Inventory at such time would exceed
$500,000;

         (f) (i) such Inventory is located at the Juarez Facility (provided that
as of any date of determination no more than $3,500,000 of such Inventory shall
be Eligible Inventory), or (ii) such Inventory is located within the United
States at one of the locations listed in Schedule 1.1(a) annexed hereto or is in
transit to such a location;

     (g)  such  Inventory  was not  produced  in  violation  of the  Fair  Labor
     Standards Act and subject to the so called "hot goods" provisions contained
     in Title 29, Chapter 8, U.S.C.ss.ss. 215(a); and

         (h) such Inventory is in the possession and control of a Loan Party
(including a common carrier under a bill of lading in such Loan Party's name)
and not any other third party and if located in a warehouse or other facility
leased by such Loan Party, the warehouseman or lessor has delivered to
Administrative Agent a lien waiver or subordination in such form, if any, as may
be requested by Administrative Agent.

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

         "Employment Agreements" means (a) the employment agreement between BJI
and Dale Boles, and (b) the employment agreement and severance agreement between
Borrower and Bobby Tesney, in each case as in effect on the Closing Date.

         "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 Materials 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 statutes,  ordinances,
orders,  rules,  regulations,   guidance  documents,   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
or welfare,  in any manner  applicable to Borrower or any of its Subsidiaries or
any Facility, including the Comprehensive Environmental Response,  Compensation,
and  Liability  Act  (42  U.S.C.ss.  9601  et  seq.),  the  Hazardous  Materials
Transportation  Act (49 U.S.C.ss.  1801 et seq.), the Resource  Conservation and
Recovery Act (42 U.S.C.ss.  6901 et seq.),  the Federal Water Pollution  Control
Act (33 U.S.C.ss.  1251 et seq.), the Clean Air Act (42 U.S.C.ss. 7401 et seq.),
the Toxic  Substances  Control  Act (15  U.S.C.ss.  2601 et seq.),  the  Federal
Insecticide,  Fungicide  and  Rodenticide  Act (7  U.S.C.ss.136  et  seq.),  the
Occupational Safety and Health Act (29 U.S.C.ss. 651 et seq.), the Oil Pollution
Act (33  U.S.C.ss.  2701 et  seq.)  and the  Emergency  Planning  and  Community
Right-to-Know Act (42 U.S.C.ss. 11001 et seq.), each as amended or supplemented,
any  analogous  present  or  future  state or local  statutes  or laws,  and any
regulations promulgated pursuant to any of the foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" means, as applied to any Person, (i) any corporation
that 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) that 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 Borrower or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or
such Subsidiary within the meaning of this definition with respect to the period
such entity was an ERISA Affiliate of Borrower or such Subsidiary and with
respect to liabilities arising after such period for which Borrower 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 Borrower, 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 pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might 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 Borrower, 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 Borrower, 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 therefor, or the
receipt by Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on
Borrower, 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
Borrower, 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.

         "Event of Default" means each of the events set forth in Section 8.

         "Exchange Act" means the Securities Exchange Act of 1934.

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

         "Federal Funds Effective Rate" means, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent.

         "Financed CapEx" means Consolidated Capital Expenditures financed
entirely with the proceeds of Indebtedness to the extent permitted under this
Agreement.

         "Financial Plan" has the meaning assigned to that term in subsection
6.1(xi).

         "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Liens permitted pursuant to subsection 7.2), and (ii) such Lien is the only
Lien (other than Liens permitted pursuant to subsection 7.2) to which such
Collateral is subject.

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

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

         "Flood Hazard Property" means a Closing Date Mortgaged Property or an
Additional Mortgaged Property located in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards.

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

         "Funded Debt", as applied to any Person, means all Indebtedness of that
Person (including any current portions thereof) which by its terms or by the
terms of any instrument or agreement relating thereto matures more than one year
from, or is directly renewable or extendable at the option of that Person to a
date more than one year from (including an option of that Person under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit over a period of one year or more from), the date of the creation
thereof.

         "Funding Date" means the date of the funding of a Loan.

         "GAAP" means, subject to the limitations on the application thereof set
forth in subsection 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, in each case as the same are applicable to the circumstances as of
the date of determination.

         "Governmental Authorization" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any federal, state
or local governmental authority, agency or court.

         "Guaranties" means the Holdings Guaranty and the Subsidiary Guaranty.

         "Hazardous Materials" means (i) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste", acutely
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",
"toxic substances", or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or
petroleum derived substance; (iii) any drilling fluids, produced waters and
other wastes associated with the exploration, development or production of crude
oil, natural gas or geothermal resources; (iv) any flammable substances or
explosives; (v) any radioactive materials; (vi) any asbestos-containing
materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment
which contains any oil or dielectric fluid containing polychlorinated biphenyls;
(ix) pesticides; and (x) any other 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.

         "Hedge Agreement" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

         "Holdings" has the meaning assigned to that term in the Recitals to
this Agreement.

         "Holdings Common Stock" means the common stock of Holdings.

         "Holdings Guaranty" means the Holdings Guaranty executed and delivered
by Holdings on the Closing Date, substantially in the form of Exhibit XVII
annexed hereto, as such Holdings Guaranty may hereafter be amended, supplemented
or otherwise modified from time to time.

         "Holdings Note Documents" means the Holdings Notes and all other
documents and agreements executed and delivered in connection with the issuance
of the Holdings Notes.

         "Holdings Notes" has the meaning assigned to that term in the Recitals
to this Agreement.

         "Holdings Options" has the meaning assigned to such term in the
Acquisition Agreement.

         "Holdings Options Agreement" means that certain Holdings Option
Agreement, dated as of the Closing Date, by and between Holdings and such
persons who receive the Holdings Options, in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement.

         "Increasing Lender" has the meaning assigned to that term in subsection
2.1A(iv).

         "Indebtedness", as applied to any Person, means (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),
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 obligations in respect of any mandatorily redeemable
preferred capital stock of such Person, (vi) 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, (vii) the face amount of all letters
of credit that such Person is obligated to reimburse the related letter of
credit bank for, and (viii) all Contingent Obligations of such Person in respect
of the foregoing. Obligations under Interest Rate Agreements and Currency
Agreements constitute (X) in the case of Hedge Agreements, Contingent
Obligations, and (Y) in all other cases, Investments, and in neither case
constitute Indebtedness.

         "Indemnitee" has the meaning assigned to that term in subsection 10.3.

         "Intellectual Property" means all patents, patent rights, patent
applications, licenses, inventions, trade secrets, trademarks, tradenames,
service marks, copyrights, technology, know-how and proprietary techniques
(including processes and substances) used in or necessary for the conduct of the
business of Borrower and its Subsidiaries as currently conducted that are
material to the condition (financial or otherwise), business or operations of
Borrower and its Subsidiaries, taken as a whole.

         "Interest Payment Date" means (i) with respect to any Base Rate Loan,
the last Business Day of each March, June, September and December of each year,
commencing on the first such date to occur after the Closing Date, and (ii) with
respect to any LIBOR Loan, the last day of each Interest Period applicable to
such Loan; provided that in the case of each Interest Period of six months
"Interest Payment Date" shall also include the date that is three months after
the commencement of such Interest Period.

         "Interest Period" has the meaning assigned to that term in subsection
2.2B.

         "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Borrower or any of its Subsidiaries is a
party.

         "Interest Rate Determination Date" means, with respect to any Interest
Period, the second Business Day 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.

         "Inventory" means, with respect to any Person as of any date of
determination, all goods, merchandise and other personal property which are then
held by such Person for sale or lease, including raw materials and work in
process.

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

         "Investors Agreement" means that certain Amended and Restated
Investors' Agreement dated as of the Closing Date by and between Holdings and
the investors named therein, in the form delivered to Administrative Agent and
Lenders prior to their execution of this Agreement.

         "IP Collateral" means, collectively, the Collateral consisting of
rights in or to intellectual property under the Security Agreement.

         "IPO" means an initial public offering of voting Borrower Common Stock,
underwritten by a reputable securities underwriter in compliance with applicable
law, the net proceeds of which to Borrower are equal to or greater than
$15,000,000.

         "Issuing Lender" means, with respect to any Letter of Credit, the
Lender which agrees or is otherwise obligated to issue such Letter of Credit,
determined as provided in subsection 3.1B(ii).

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

         "Juarez Facility" means the approximately 260,000 square foot Facility
located in the Antonio J. Bermudez Industrial Park in Ciudad Juarez, Chihuahua,
Mexico, which Facility BJI Mexico leases from Parque Industrial Antonio J.
Bermudez, S.A. de C.V.

         "Landlord Consent and Estoppel" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, satisfactory in form and substance to Administrative
Agent, pursuant to which such lessor agrees, for the benefit of Administrative
Agent, (i) that without any further consent of such lessor or any further action
on the part of the Loan Party holding such Leasehold Property, such Leasehold
Property may be encumbered pursuant to a Mortgage and may be assigned to the
purchaser at a foreclosure sale or in a transfer in lieu of such a sale (and to
a subsequent third party assignee if Administrative Agent, any Lender, or an
Affiliate of either so acquires such Leasehold Property), (ii) that such lessor
shall not terminate such lease as a result of a default by such Loan Party
thereunder without first giving Administrative Agent notice of such default and
at least 60 days (or, if such default cannot reasonably be cured by
Administrative Agent within such period, such longer period as may reasonably be
required) to cure such default, (iii) to the matters contained in a Collateral
Access Agreement, and (iv) to such other matters relating to such Leasehold
Property as Administrative Agent may reasonably request.

         "Lead Arranger" has the meaning assigned to that term in the
introduction to this Agreement.

         "Leasehold Property" means (a) the Juarez Facility, and (b) any
leasehold interest of any Loan Party as lessee under any lease of real property,
other than any such leasehold interest designated from time to time by
Administrative Agent in its sole discretion as not being required to be included
in the Collateral.

         "Lender" and "Lenders" means the Persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1, and the term "Lenders" shall
include Swing Line Lender unless the context otherwise requires; provided that
the term "Lenders", when used in the context of a particular Commitment, shall
mean Lenders having that Commitment.

         "Letter of Credit" or "Letters of Credit" means any standby letter of
credit or similar instrument issued for the purpose of supporting (i)
Indebtedness of Borrower or any of its Subsidiaries in respect of industrial
revenue or development bonds or financings, (ii) workers' compensation
liabilities of Borrower or any of its Subsidiaries, (iii) the obligations of
third party insurers of Borrower or any of its Subsidiaries arising by virtue of
the laws of any jurisdiction requiring third party insurers, (iv) obligations
with respect to Capital Leases or Operating Leases of Borrower or any of its
Subsidiaries, and (v) performance, payment, deposit or surety obligations of
Borrower or any of its Subsidiaries, in any case if required by law or
governmental rule or regulation or in accordance with custom and practice in the
industry; provided that Letters of Credit may not be issued for the purpose of
supporting (a) trade payables or (b) any Indebtedness constituting "antecedent
debt" (as that term is used in Section 547 of the Bankruptcy Code).

         "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 plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed by Borrower (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to subsection
3.3B).

         "LIBOR Loans" means Loans bearing interest at rates determined by
reference to the Adjusted LIBOR as provided in subsection 2.2A.

         "Lien" means any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing.

         "Loan" or "Loans" means one or more of the Term Loans, Revolving Loans
or Swing Line Loans or any combination thereof.

         "Loan Documents" means this Agreement, the Notes, the Letters of Credit
(and any applications for, or reimbursement agreements or other documents or
certificates executed by Borrower in favor of an Issuing Lender relating to, the
Letters of Credit), the Guaranties and the Collateral Documents.

         "Loan Party" means each of Borrower, Holdings and any of Borrower's
Subsidiaries from time to time executing a Loan Document, and "Loan Parties"
means all such Persons, collectively.

         "Management Investors" means the management officers and employees of
Borrower and its Subsidiaries identified as Management Investors on Schedule
4.1C annexed hereto.

         "Management Subscription Agreement" means that certain Exchange,
Contribution and Subscription Agreement, dated as of the Closing Date, by and
among Holdings and the individuals and entities set forth on Exhibits A, B and C
thereto, in the form delivered to Administrative Agent and Lenders prior to
their execution of this Agreement.

         "Margin Determination Certificate" means an Officers' Certificate of
Borrower delivered (a) with respect to each Fiscal Quarter (other than each
fourth Fiscal Quarter), together with the three most recent financial statements
required pursuant to subsection 6.1(ii), and (b) with respect to each fourth
Fiscal Quarter, within 45 days of the last day of such fourth Fiscal Quarter,
setting forth in reasonable detail the Consolidated Total Leverage Ratio that is
applicable as of the last day of the fiscal period for which such financial
statements and Officers' Certificate are being delivered.

         "Margin Stock" has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.

         "Material Adverse Effect" means any act, omission, situation,
circumstance, event or undertaking which could reasonably be expected to have,
singly or in any combination with one or more other acts, omissions, situations,
circumstances, events or undertakings, a materially adverse effect upon (a) the
business, assets, properties, liabilities, condition (financial or otherwise),
results of operations or business prospects of Borrower and its Subsidiaries
taken as a whole, (b) the value of the whole or any material part of the
Collateral, or the enforceability or priority of the security interest in the
Collateral, (c) the respective ability of Borrower or any of the other Loan
Parties to perform any obligations under this Agreement or any other Loan
Document to which it is a party, or (d) the legality, validity, binding effect,
enforceability or admissibility into evidence of any Loan Document or the rights
or remedies of Administrative Agent or Lenders under or in connection with any
Loan Document.

         "Material Contract" means any contract or other arrangement to which
Borrower or any of its Subsidiaries is a party (other than the Loan Documents)
for which breach, nonperformance, cancellation or failure to renew could
reasonably be expected to have a Material Adverse Effect.

         "Material Leasehold Property" means a Leasehold Property reasonably
determined by Administrative Agent to be of material value as Collateral or of
material importance to the operations of Borrower or any of its Subsidiaries
taken as a whole.

         "Merger" means the merger of Merger Sub with and into Borrower with
Borrower as the surviving corporation.

         "Merger Agreement" means that certain Agreement and Plan of Merger
dated as of the Closing Date by and among Holdings, Merger Sub and Borrower, in
the form delivered to the Administrative Agent and Lenders prior to their
execution of this Agreement.

         "Merger Sub" means WLFI Merger, Inc., a Florida corporation.

         "Mexican Subsidiaries" means BJI Mexico and Pompeii Mexico.

         "Minimum Amount" means, with respect to each of the following actions,
the minimum amount and any multiples in excess thereof set forth opposite such
action:

                                                                  Multiples in
                  Type of Action             Minimum Amount      excess thereof
         Conversion into Base Rate Loans         $150,000              $50,000
         Conversion into LIBOR Loans           $1,000,000             $100,000

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         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means (i) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, substantially in the form of Exhibit XVI annexed hereto or in
such other form as may be approved by Administrative Agent in its sole
discretion, in each case with such changes thereto as may be recommended by
Administrative Agent's local counsel based on local laws or customary local
mortgage or deed of trust practices, or (ii) at Administrative Agent's option,
in the case of an Additional Mortgaged Property, an amendment to an existing
Mortgage, in form satisfactory to Administrative Agent, adding such Additional
Mortgaged Property to the Real Property Assets encumbered by such existing
Mortgage, in either case as such security instrument or amendment may be
amended, supplemented or otherwise modified from time to time. "Mortgages" means
all such instruments, including the Closing Date Mortgages and any Additional
Mortgages, collectively.

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

         "Net Asset Sale Proceeds" means, with respect to any Asset Sale, 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 from such Asset Sale, net of any bona fide direct costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of such
Asset Sale as a result of any gain recognized in connection with such Asset Sale
and (ii) 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.

         "Net Insurance/Condemnation Proceeds" means any Cash payments or
proceeds received by Borrower or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Borrower 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, in each case net of (a)
any actual and reasonable documented costs incurred by Borrower or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
Borrower or such Subsidiary in respect thereof, and (b) any amounts retained by
or paid to parties having superior rights, permitted by this Agreement, to such
proceeds, awards or payments.

         "Net Securities Proceeds" means the Cash proceeds (net of underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses) from the (i) issuance
of capital stock of or incurrence of Indebtedness by Borrower or any of its
Subsidiaries, and (ii) capital contributions made by a holder of capital stock
of Borrower.

         "New Lender" has the meaning assigned to that term in subsection
2.1A(iv).

         "Notes" means one or more of the Term Loan Notes, Revolving Notes or
Swing Line Notes or any combination thereof.

         "Notice of Borrowing" means a notice substantially in the form of
Exhibit I annexed hereto delivered by Borrower to Administrative Agent pursuant
to subsection 2.1B with respect to a proposed borrowing.

         "Notice of Conversion/Continuation" means a notice substantially in the
form of Exhibit II annexed hereto delivered by Borrower to Administrative Agent
pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans specified therein.

         "Notice of Issuance of Letter of Credit" means a notice substantially
in the form of Exhibit III annexed hereto delivered by Borrower to
Administrative Agent pursuant to subsection 3.1B(i) with respect to the proposed
issuance of a Letter of Credit.

         "Obligations" means all obligations of every nature of each Loan Party
from time to time owed to Administrative Agent, Lenders or any of them under the
Loan Documents, whether for principal, interest, reimbursement of amounts drawn
under Letters of Credit, fees, expenses, indemnification or otherwise, and
including all obligations arising under Revolving Loans made as a result of an
increase in the Revolving Loan Commitments under subsection 2.1A(iv).

         "Officer" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the governing body or the organizational documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as the foregoing.

         "Officers' Certificate," as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company; provided that every Officers' Certificate with
respect to the compliance with a condition precedent to the making of any Loans
hereunder shall include (i) a statement that the officer or officers making or
giving such Officers' Certificate have read such condition and any definitions
or other provisions contained in this Agreement relating thereto, (ii) a
statement that, in the opinion of the signers, they have made or have caused to
be made such examination or investigation as is reasonably necessary to enable
them to express an informed opinion as to whether or not such condition has been
complied with, and (iii) a statement as to whether, in the opinion of the
signers, such condition has been complied with.

         "Operating Lease" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) that is not a Capital Lease other than any
such lease under which that Person is the lessor.

         "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 Encumbrances" means the following types of Liens (excluding
any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or by ERISA, any such Lien relating to or imposed in connection
with any Environmental Claim, and any such Lien expressly prohibited by any
applicable terms of any of the Collateral Documents):

               (i) Liens for  taxes,  assessments  or  governmental  charges  or
               claims the  payment  of which is not,  at the time,  required  by
               subsection 6.3;

                           (ii) statutory Liens of landlords, statutory Liens of
                  banks and rights of set-off, statutory Liens of carriers,
                  warehousemen, mechanics, repairmen, workmen and materialmen,
                  and other Liens imposed by law, in each case incurred in the
                  ordinary course of business (a) for amounts not yet overdue or
                  (b) for amounts that are overdue and that (in the case of any
                  such amounts overdue for a period in excess of 5 days) are
                  being diligently contested in good faith by appropriate
                  proceedings, so long as (1) such reserves or other appropriate
                  provisions, if any, as shall be required by GAAP shall have
                  been made for any such contested amounts, and (2) in the case
                  of a Lien with respect to any portion of the Collateral, such
                  contested proceedings conclusively operate to stay the sale of
                  any portion of the Collateral on account of such Lien;

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

                    (iv) any  attachment  or judgment Lien not  constituting  an
                    Event of Default under subsection 8.8;

                           (v) leases or subleases granted to third parties in
                  accordance with any applicable terms of the Collateral
                  Documents and not interfering in any material respect with the
                  ordinary conduct of the business of Borrower or any of its
                  Subsidiaries or resulting in a material diminution in the
                  value of any Collateral as security for the Obligations;

                           (vi) easements, rights-of-way, restrictions,
                  encroachments, and other minor defects or irregularities in
                  title, in each case which do not and will not interfere in any
                  material respect with the ordinary conduct of the business of
                  Borrower or any of its Subsidiaries or result in a material
                  diminution in the value of any Collateral as security for the
                  Obligations;

                           (vii) any (a) interest or title of a lessor or
                  sublessor under any lease permitted by subsection 7.9, (b)
                  restriction or encumbrance that the interest or title of such
                  lessor or sublessor may be subject to, or (c) subordination of
                  the interest of the lessee or sublessee under such lease to
                  any restriction or encumbrance referred to in the preceding
                  clause (b), so long as the holder of such restriction or
                  encumbrance agrees to recognize the rights of such lessee or
                  sublessee under such lease; and

                           (viii) Liens arising from filing UCC financing
                  statements relating solely to leases permitted by this
                  Agreement.

         "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 governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

         "Pledged Collateral" means, collectively, the "Pledged Shares" and the
"Pledged Debt" as such terms are defined in the Security Agreement.

"Pompeii  Mexico" means Industrial  Mueblera Pompeii de Mexico,  S.A. de C.V., a
corporation organized under the laws of Mexico.

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

         "Pro Rata Share" means (i) with respect to all payments, computations
and other matters relating to the Term Loan Commitment or the Term Loan of any
Lender, the percentage obtained by dividing (x) the Term Loan Exposure of that
Lender by (y) the aggregate Term Loan Exposure of all Lenders, (ii) with respect
to all payments, computations and other matters relating to the Revolving Loan
Commitment or the Revolving Loans of any Lender or any Letters of Credit issued
or participations therein purchased by any Lender, the percentage obtained by
dividing (x) the Revolving Loan Exposure of that Lender by (y) the aggregate
Revolving Loan Exposure of all Lenders, and (iii) for all other purposes with
respect to each Lender, the percentage obtained by dividing (x) the sum of the
Term Loan Exposure of that Lender plus the Revolving Loan Exposure of that
Lender by (y) the sum of the aggregate Term Loan Exposure of all Lenders plus
the aggregate Revolving Loan Exposure of all Lenders, in any such case as the
applicable percentage may be adjusted by assignments permitted pursuant to
subsection 10.1.

         "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of Administrative Agent, desirable in order to create or perfect Liens on any IP
Collateral.

         "Real Property Asset" means, at any time of determination, any interest
then owned by any Loan Party in any real property.

         "Recorded Leasehold Interest" means a Leasehold Property with respect
to which a Record Document (as hereinafter defined) 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. For purposes of this
definition, the term "Record Document" means, with respect to any Leasehold
Property, (a) the lease evidencing such Leasehold Property or a memorandum
thereof, executed and acknowledged by the owner of the affected real property,
as lessor, or (b) 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 Administrative Agent.

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

         "Refinancing" has the meaning assigned to that term in the Recitals to
this Agreement.

         "Refunded Swing Line Loans" has the meaning assigned to that term in
subsection 2.1A(iii).

         "Register" has the meaning assigned to that term in subsection 2.1E.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated as of August 27, 1999 to which Borrower and the initial purchasers of the
Senior Subordinated Notes are parties.

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

         "Reimbursement Date" has the meaning assigned to that term in
subsection 3.3B.

         "Related Agreements" means, collectively, the Management Subscription
Agreement, the Trivest Management Agreement, the Senior Subordinated Note
Documents, the Employment Agreements, the Investors Agreement, the Holdings Note
Documents, the Holdings Option Agreement, the Merger Agreement, the Articles of
Merger and the Acquisition Agreement.

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

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

         "Requisite Lenders" means Lenders having or holding more than 50% of
the sum of the Term Loan Exposure of all Lenders plus the aggregate Revolving
Loan Exposure of all Lenders.

         "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of Borrower Common
Stock or any other class of stock of Borrower or any of its Subsidiaries now or
hereafter outstanding, except a dividend payable solely in shares of that class
of stock to the holders of that class, (ii) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of Holdings Common Stock, Borrower Common Stock or any
other class of stock of Holdings, Borrower or any of their respective
Subsidiaries 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 Holdings Common Stock, Borrower Common Stock or any other
class of stock of Holdings, Borrower or any of their respective Subsidiaries now
or hereafter outstanding, and (iv) 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 permitted under this Agreement.

         "Revolving Lenders" means the Lenders that have Revolving Loan
Commitments or a Swing Line Loan Commitment or that have Revolving Loans or
Swing Line Loans outstanding, together with their successors and permitted
assignees pursuant to subsection 10.1.

         "Revolving Loan Commitment" means the commitment of a Lender to make
Revolving Loans to Borrower pursuant to subsection 2.1A(ii), and "Revolving Loan
Commitments" means such commitments of all Lenders in the aggregate. The
Revolving Loan Commitments shall be recorded by Administrative Agent in the
Register.

         "Revolving Loan Commitment Termination Date" means March 31, 2006.

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

         "Revolving Loans" means the Loans made by Lenders to Borrower pursuant
to subsection 2.1A(ii).

         "Revolving Notes" means (i) the promissory notes of Borrower issued
pursuant to subsection 2.1D(i)(b) on the Closing Date (or any replacements
thereof), and (ii) any promissory notes issued by Borrower pursuant to the
penultimate sentence of subsection 10.1B(i) in connection with assignments of
the Revolving Loan Commitments and Revolving Loans of any Lenders, in each case
substantially in the form of Exhibit VI annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

         "Sales Terms" means as to any Person, the terms and conditions on which
Inventory is sold by such Person in the ordinary course of its business
(including the terms and conditions of any recurring seasonal or other
promotional sales programs and other sales terms regularly offered by such
Person to any of its customers), as set forth in such Person's sales manual or
otherwise in writing delivered to and accepted by the Administrative Agent prior
to the Closing Date or, if applicable, prior to the date on which such Person
becomes a Subsidiary Guarantor.

         "S&P" means Standard & Poor's Ratings Group.

         "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.

         "Security Agreement" means the Security Agreement executed and
delivered by each of the Loan Parties on the Closing Date, substantially in the
form of Exhibit XIII annexed hereto.

         "Sellers" means the shareholders of BJI listed as Sellers on Schedule 1
to the Acquisition Agreement.

         "Senior Subordinated Notes" means up to $105,000,000 aggregate
principal amount at maturity of 12 3/4% per annum unsecured Senior Subordinated
Notes due 2007 issued on or prior to the Closing Date pursuant to the
Subordinated Note Indenture and any Subordinated Notes due 2007 of Borrower
issued in exchange therefor which have been registered under the Securities Act
and otherwise have the identical terms as the initial Senior Subordinated Notes
due 2007.

         "Senior Subordinated Note Documents" means the Senior Subordinated
Notes, the Subordinated Note Indenture and the Registration Rights Agreement.

         "Share Contribution" has the meaning assigned to that term in the
Recitals to this Agreement.

         "Solvent" means, with respect to any Person, that as of the date of
determination both (A) (i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (z) not less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts as
they become absolute and matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (ii) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (iii) such Person 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; and (B) 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.

         "Subordinated Indebtedness" means (a) the Indebtedness of Borrower
evidenced by the Senior Subordinated Notes, (b) the Indebtedness of Holdings
evidenced by the Holdings Notes, and (c) any other Indebtedness of Borrower or
Holdings subordinated in right of payment to the Obligations pursuant to
documentation containing maturities, amortization schedules, covenants,
defaults, remedies, subordination provisions and other material terms in form
and substance satisfactory to Administrative Agent.

         "Subordinated Note Indenture" means the Indenture dated as of August
24, 1999 entered into by WinsLoew Escrow Corp., a Florida corporation, and
American Stock Transfer & Trust Company, as Trustee.

         "Subscription and Shareholders' Agreement" means the Subscription and
Shareholders' Agreement to be entered into among Borrower, Dale Boles (and any
other Seller who purchases any shares of Borrower Common Stock on or prior to
the Closing Date), and Trivest or its Affiliates, in the form of Exhibit B to
the Acquisition Agreement.

         "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.

         "Subsidiary Guarantor" means any domestic Subsidiary of Borrower that
executes and delivers a counterpart of the Subsidiary Guaranty on the Closing
Date or from time to time thereafter pursuant to subsection 6.8.

         "Subsidiary Guaranty" means the Subsidiary Guaranty executed and
delivered by each of the existing domestic Subsidiaries of Borrower on the
Closing Date and to be executed and delivered by additional domestic
Subsidiaries of Borrower from time to time thereafter in accordance with
subsection 6.8, substantially in the form of Exhibit XIV annexed hereto, as such
Subsidiary Guaranty may hereafter be amended, supplemented or otherwise modified
from time to time.

         "Supplemental Collateral Agent" has the meaning assigned to that term
in subsection 9.1B.

         "Swing Line Lender" has the meaning assigned to that term in the
introduction to this Agreement and also means any successor Swing Line Lender
appointed pursuant to subsection 9.5B.

         "Swing Line Loan Commitment" means the commitment of Swing Line Lender
to make Swing Line Loans to Borrower pursuant to subsection 2.1A(iii).

         "Swing Line Loans" means the Loans made by Swing Line Lender to
Borrower pursuant to subsection 2.1A(iii).

         "Swing Line Note" means (i) the promissory note of Borrower issued
pursuant to subsection 2.1D on the Closing Date (or any replacements thereof)
and (ii) any promissory note issued by Borrower to any successor Swing Line
Lender pursuant to the last sentence of subsection 9.5B, in each case
substantially in the form of Exhibit VII annexed hereto, as it may be amended,
supplemented or otherwise modified from time to time.

         "Tax" or "Taxes" means any present or future tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature and whatever called, by
whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or
assessed, including interest, penalties, additions to tax and any similar
liabilities with respect thereto; except that, in the case of a Lender, there
shall be excluded (1) taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) (i) by the United
States, (ii) by any other government authority under the laws of which the
Lender is organized or has its principal office or maintains its applicable
lending office, or (iii) by any jurisdiction solely as a result of a present or
former connection between the Lender (other than any such connection arising
solely from the Lender having executed, delivered or performed its obligations
or received a payment under, or enforced any of the Loan Documents), and (2) any
branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction in which the Lender is located.

         "Term Loan Commitment" means the commitment of a Lender to make a Term
Loan to Borrower pursuant to subsection 2.1A(i), and "Term Loan Commitments"
means such commitments of all Lenders in the aggregate. The Term Loan
Commitments shall be recorded by Administrative Agent in the Register.

         "Term Loan Exposure" means, with respect to any Lender as of any date
of determination (i) prior to the funding of the Term Loans, that Lender's Term
Loan Commitment and (ii) after the funding of the Term Loans, the outstanding
principal amount of the Term Loan of that Lender.

         "Term Loan Notes" means (i) the promissory notes of Borrower issued
pursuant to subsection 2.1D(i)(a) on the Closing Date (or any replacements
thereof), and (ii) any promissory notes issued by Borrower pursuant to the
penultimate sentence of subsection 10.1B(i) in connection with assignments of
the Term Loan Commitments or Term Loans of any Lenders, in each case
substantially in the form of Exhibit V annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

         "Term Loans" means the Loans made by Lenders to Borrower pursuant to
subsection 2.1A(i).

         "Title Company" means Commonwealth Land Title Company.

         "Total Utilization of Revolving Loan 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
reimbursing the applicable Issuing Lender for any amount drawn under any Letter
of Credit but not yet so applied) plus (ii) the aggregate principal amount of
all outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

         "Transaction Costs" means the fees, costs and expenses payable by
Borrower on or before the Closing Date in connection with the transactions
contemplated by the Loan Documents and the Related Agreements.

         "Trivest" has the meaning assigned to that term in the Recitals to this
Agreement.

     "Trivest  Partners,  L.P." means Trivest Partners,  L.P., a Florida limited
     partnership, or its successors.

         "Trivest Management Agreement" means that certain Management Agreement,
dated as of August 27, 1999, by and between Trivest Partners and Borrower, as
amended by that certain Amendment to Management Agreement dated as of the
Closing Date by and between Trivest Partners and Borrower, all in the form
delivered to Administrative Agent and Lenders prior to their execution of this
Agreement.

          "Type" means,  with respect to any Loan, a Term Loan, a Revolving Loan
          or a Swing Line Loan (each of which is a "Type" of Loan).

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

1.2 Accounting  Terms;  Utilization of GAAP for Purposes of  Calculations  Under
Agreement.

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         Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Borrower to Lenders pursuant to clauses (i), (ii),
(iii) and (xi) of subsection 6.1 shall be prepared in accordance with GAAP as in
effect in the United States of America at the time of such preparation (and
delivered together with the reconciliation statements provided for in subsection
6.1(v)). Calculations in connection with the definitions, covenants and other
provisions of this Agreement shall utilize GAAP as in effect in the United
States of America on the date of determination, applied in a manner consistent
with that used in preparing the financial statements referred to in subsection
5.3. If at any time any change in such GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and Borrower,
Administrative Agent or Requisite Lenders shall so request, Administrative
Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
such GAAP (subject to the approval of Requisite Lenders), provided that, until
so amended, such ratio or requirement shall continue to be computed in
accordance with such GAAP prior to such change therein and Borrower shall
provide to Administrative Agent and Lenders reconciliation statements provided
for in subsection 6.1(v).

1.3      Other Definitional Provisions and Rules of Construction.

A. Any of the terms defined herein may, unless the context  otherwise  requires,
be used in the singular or the plural, depending on the reference.

B.  References  to  "Sections"  and  "subsections"  shall  be  to  Sections  and
subsections,  respectively,  of this  Agreement  unless  otherwise  specifically
provided.

C. The use in any of the Loan Documents 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.

D. Each of the parties hereto acknowledges that (i) it has been represented by
counsel in the negotiation and documentation of the terms of this Agreement,
(ii) it has had full and fair opportunity to review and revise the terms of this
Agreement, (iii) this Agreement has been drafted jointly by all of the parties
hereto, and (iv) neither Administrative Agent nor any Lender has any fiduciary
relationship with or duty to Borrower arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent and Lenders, on one hand, and Borrower, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor.
Accordingly, each of the parties hereto acknowledges and agrees that the terms
of this Agreement shall not be construed against or in favor of another party.

E. (i) Any reference in this Agreement or any other Loan Document to any
agreement means such agreement as it may be amended, restated, supplemented or
otherwise modified from time to time; (ii) any reference in this Agreement or
any other Loan Document to any law, statute, regulation, rule or other
legislative action shall mean such law, statute, regulation, rule or other
legislative action as amended, supplemented or otherwise modified from time to
time, and shall include any rule or regulation promulgated thereunder; and (iii)
any reference in this Agreement or any other Loan Document to a Person shall
include the successor or assignee of such Person.

Section 2.        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1      Commitments; Making of Loans; Optional Notes.

A.  Commitments.  Subject to the terms and  conditions of this  Agreement and in
reliance upon the  representations  and warranties of Borrower herein set forth,
each Lender hereby  severally  agrees to make the Loans described in subsections
2.1A(i) and 2.1A(ii), and Swing Line Lender hereby agrees to make the Swing Line
Loans described in subsection 2.1A(iii):

(i) Term  Loans.  Borrower  shall  deliver to  Administrative  Agent a Notice of
Borrowing  no later than  12:00 Noon (New York City time) at least one  Business
Day prior to the Closing  Date,  requesting a borrowing  of the Term Loans.  The
Notice of Borrowing shall specify (i) the proposed  Funding Date (which shall be
a Business Day), and (ii) that such Loans shall be Base Rate Loans.  Each Lender
severally agrees to lend to Borrower on the Closing Date an amount not exceeding
its Pro Rata Share of the aggregate  amount of the Term Loan  Commitments  to be
used for the purposes identified in subsection 2.5A. The aggregate amount of the
Term Loan Commitments is $165,000,000.  Each Lender's Term Loan Commitment shall
expire  immediately and without further action on May 15, 2001 if the Term Loans
are not made on or before that date.  Borrower may make only one borrowing under
the Term Loan  Commitments.  Amounts borrowed under this subsection  2.1A(i) and
subsequently repaid or prepaid may not be reborrowed.

(ii) Revolving Loans. Each Lender severally  agrees,  subject to the limitations
set forth below with respect to the maximum amount of Revolving  Loans permitted
to be  outstanding  from  time to time,  to lend to  Borrower  from time to time
during the period from the Closing  Date to but  excluding  the  Revolving  Loan
Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share
of the aggregate  amount of the Revolving  Loan  Commitments  to be used for the
purposes  identified in subsection  2.5B. The aggregate  original  amount of the
Revolving Loan Commitments is $60,000,000;  provided that (1) the Revolving Loan
Commitments  of  Revolving  Lenders  shall be  adjusted  to give  effect  to any
increase in Revolving Loan Commitments pursuant to subsection 2.1A(iv),  and (2)
the amount of the Revolving Loan Commitments  shall be reduced from time to time
by the amount of any reductions  thereto made pursuant to subsection  2.4B. Each
Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment
Termination  Date and all Revolving  Loans and all other amounts owed  hereunder
with respect to the Revolving Loans and the Revolving Loan Commitments  shall be
paid in full no later than that date; provided that each Lender's Revolving Loan
Commitment  shall expire  immediately and without further action on May 15, 2001
if the Term Loans and the initial Revolving Loans are not made on or before that
date.  Amounts  borrowed  under  this  subsection  2.1A(ii)  may be  repaid  and
reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Anything  contained  in this  Agreement  to the  contrary  notwithstanding,  the
Revolving  Loans and the  Revolving  Loan  Commitments  shall be  subject to the
limitation  that in no event  shall  the Total  Utilization  of  Revolving  Loan
Commitments at any time exceed the lesser of the Revolving Loan Commitments then
in effect and the Borrowing Base then in effect.

(iii)  Swing  Line  Loans.  Swing  Line  Lender  hereby  agrees,  subject to the
limitations  set forth below with  respect to the  maximum  amount of Swing Line
Loans  permitted to be  outstanding  from time to time, to make a portion of the
Revolving  Loan  Commitments  available to Borrower from time to time during the
period from the Closing Date to but  excluding  the  Revolving  Loan  Commitment
Termination  Date by making Swing Line Loans to Borrower in an aggregate  amount
not  exceeding  the amount of the Swing Line Loan  Commitment to be used for the
purposes identified in subsection 2.5B, notwithstanding the fact that such Swing
Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans
and Swing Line  Lender's  Pro Rata  Share of the Letter of Credit  Usage then in
effect, may exceed Swing Line Lender's  Revolving Loan Commitment.  The original
amount of the Swing  Line  Loan  Commitment  is  $5,000,000;  provided  that any
reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B(ii)
or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to an amount
less than the then current amount of the Swing Line Loan Commitment shall result
in an automatic corresponding reduction of the Swing Line Loan Commitment to the
amount of the Revolving  Loan  Commitments,  as so reduced,  without any further
action on the part of Borrower,  Administrative  Agent or Swing Line Lender. The
Swing  Line Loan  Commitment  shall  expire  on the  Revolving  Loan  Commitment
Termination  Date and all Swing Line Loans and all other amounts owed  hereunder
with  respect to the Swing  Line Loans  shall be paid in full no later than that
date;  provided that the Swing Line Loan Commitment shall expire immediately and
without  further  action  on May 15,  2001 if the Term  Loans are not made on or
before that date. Amounts borrowed under this subsection  2.1A(ii) may be repaid
and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
         notwithstanding, the Swing Line Loans and the Swing Line Loan
         Commitment shall be subject to the limitation that in no event shall
         the Total Utilization of Revolving Loan Commitments at any time exceed
         the lesser of the Revolving Loan Commitments then in effect and the
         Borrowing Base then in effect.

                  With respect to any Swing Line Loans that have not been
         voluntarily prepaid by Borrower pursuant to subsection 2.4B(i), Swing
         Line Lender may, at any time in its sole and absolute discretion,
         deliver to Administrative Agent (with a copy to Borrower), no later
         than 12:00 Noon (New York City time) at least one Business Day in
         advance of the proposed Funding Date, a notice (which shall be deemed
         to be a Notice of Borrowing given by Borrower) requesting Lenders to
         make Revolving Loans that are Base Rate Loans on such Funding 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.
         Borrower hereby authorizes the giving of any such notice and the making
         of any such Revolving Loans. Anything contained in this Agreement to
         the contrary notwithstanding, (i) the proceeds of such Revolving Loans
         made by Lenders other than Swing Line Lender shall be immediately
         delivered by Administrative Agent to Swing Line Lender (and not to
         Borrower) and applied to repay a corresponding portion of the Refunded
         Swing Line Loans and (ii) 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, and such portion of the Swing Line Loans deemed
         to be so paid shall no longer be outstanding as Swing Line Loans and
         shall no longer be due under the Swing Line Note of Swing Line Lender
         but shall instead constitute part of Swing Line Lender's outstanding
         Revolving Loans and shall be due under the Revolving Note of Swing Line
         Lender. Borrower agrees 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 Borrower from Swing Line Lender in bankruptcy, by assignment
         for the benefit of creditors or otherwise, the loss of the amount so
         recovered shall be ratably shared among all Lenders in the manner
         contemplated by subsection 10.5.

                  If for any reason (a) Revolving Loans are not made upon the
         request of Swing Line Lender as provided in the immediately preceding
         paragraph in an amount sufficient to repay any amounts owed to Swing
         Line Lender in respect of any outstanding Swing Line Loans or (b) the
         Revolving Loan Commitments are terminated at a time when any Swing Line
         Loans are outstanding, each Lender shall be deemed to, and hereby
         agrees to, have purchased an assignment of such outstanding Swing Line
         Loans in an amount equal to its Pro Rata Share (calculated, in the case
         of the foregoing clause (b), immediately prior to such termination of
         the Revolving Loan Commitments) of the unpaid amount of such Swing Line
         Loans together with accrued interest thereon. Upon one Business Day's
         notice from Swing Line Lender, each Lender shall deliver to Swing Line
         Lender an amount equal to its respective assignment in same day funds
         at the Administrative Agent's Office. In order to further evidence such
         assignment (and without prejudice to the effectiveness of the
         assignment provisions set forth above), each Lender agrees to enter
         into an Assignment Agreement at the request of Swing Line Lender in
         form and substance reasonably satisfactory to the Swing Line Lender and
         such Lender. If any Lender fails to make available to Swing Line Lender
         the amount of such Lender's assignment as provided in this paragraph,
         Swing Line Lender shall be entitled to recover such amount on demand
         from such Lender together with interest thereon at the rate customarily
         used by Swing Line Lender for the correction of errors among banks for
         three Business Days and thereafter at the Base Rate. If Swing Line
         Lender receives a payment of any amount in which other Lenders have
         purchased assignments as provided in this paragraph, Swing Line Lender
         shall promptly distribute to each such other Lender its Pro Rata Share
         of such payment.

                  Anything contained herein to the contrary notwithstanding,
         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 an assignment of 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 (a) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against Swing Line
         Lender, Borrower or any other Person for any reason whatsoever; (b) the
         occurrence or continuation of an Event of Default or a Potential Event
         of Default; (c) any adverse change in the business, operations,
         properties, assets, condition (financial or otherwise) or prospects of
         Borrower or any of its Subsidiaries; (d) any breach of this Agreement
         or any other Loan Document by any party thereto; or (e) any other
         circumstance, happening or event whatsoever, whether or not similar to
         any of the foregoing; provided that such obligations of each Lender are
         subject to the condition that (x) Swing Line Lender believed in good
         faith that all conditions under Section 4 to the making of the
         applicable Refunded Swing Line Loans or other unpaid Swing Line Loans,
         as the case may be, were satisfied at the time such Refunded Swing Line
         Loans or unpaid Swing Line Loans were made or (y) the satisfaction of
         any such condition not satisfied had been waived in accordance with
         subsection 10.6 prior to or at the time such Refunded Swing Line Loans
         or other unpaid Swing Line Loans were made.

(iv) Increases of the Revolving Loan  Commitments.  At the mutual  discretion of
Borrower and Lead  Arranger,  Borrower may request in writing at any time during
the period from the Closing Date through March 31, 2005 that the then  effective
aggregate principal amount of Revolving Loan Commitments be increased;  provided
that (1) the  aggregate  principal  amount of the  increase  in  Revolving  Loan
Commitments  pursuant to this subsection  2.1A(iv) shall not exceed $10,000,000,
(2) Borrower  may not make more than one request for such  increase in Revolving
Loan  Commitments,  (3) no Event of Default or Potential  Event of Default shall
have  occurred  and be  continuing  or occurs as a result  of such  increase  in
Revolving  Loan  Commitments,  and (4)  Borrower  shall,  and  shall  cause  its
Subsidiaries  to,  execute and deliver such documents and  instruments  and take
such  other  actions  (including  obtaining  appropriate  endorsements  to title
insurance  policies) as may be reasonably  requested by Administrative  Agent in
connection with such increase.  Any request under this subsection 2.1A(iv) shall
be submitted by Borrower to  Administrative  Agent (which shall promptly forward
copies to the Revolving  Lenders by telefacsimile or electronic  mail),  specify
the proposed effective date and amount of such increase and be accompanied by an
Officers'  Certificate  stating that no Event of Default or  Potential  Event of
Default  exists or will occur as a result of such  increase.  Borrower  may also
specify any fees offered to those Revolving  Lenders (the "Increasing  Lenders")
which agree to increase the principal amount of their applicable  Revolving Loan
Commitments,  which fees may be variable based upon the amount by which any such
Revolving  Lender is willing to increase the principal  amount of its applicable
Revolving  Loan  Commitment.  No  Revolving  Lender  shall have any  obligation,
express or implied,  to offer to increase the aggregate  principal amount of its
Revolving Loan Commitment.  Only the consent of each Increasing  Lender shall be
required for an increase in the aggregate principal amount of the Revolving Loan
Commitments pursuant to this subsection 2.1A(iv).  No Lender which elects not to
increase the principal  amount of its Revolving Loan  Commitment may be replaced
in respect of its  existing  Revolving  Loan  Commitment,  and no such  Lender's
existing Revolving Loan Commitment shall be reduced, as a result thereof without
such Revolving Lender's consent.

                           Each Increasing Lender shall as soon as practicable
         specify the amount of the proposed increase which it is willing to
         assume. Borrower may accept some or all of the offered amounts or
         designate new lenders who qualify as Eligible Assignees and which are
         reasonably acceptable to Administrative Agent as additional Lenders
         hereunder in accordance with this subsection 2.1A(iv) (each such new
         lender being a "New Lender"), which New Lender may assume all or a
         portion of the increase in the aggregate principal amount of the
         Revolving Loan Commitments. Borrower and Administrative Agent shall
         have discretion jointly to adjust the allocation of the increased
         aggregate principal amount of the Revolving Loan Commitments among
         Increasing Lenders and New Lenders.

                           Each New Lender designated by Borrower and reasonably
         acceptable to Administrative Agent shall become an additional party
         hereto as a New Lender concurrently with the effectiveness of the
         proposed increase in the aggregate principal amount of the Revolving
         Loan Commitments upon its execution of an instrument of joinder (which
         may contain such modifications to this Agreement and terms and
         conditions relating thereto as may be necessary to ensure that such
         Revolving Loan Commitments are treated as Revolving Loan Commitments
         for all purposes hereunder), in each case in form and substance
         reasonably satisfactory to Administrative Agent.

                           Subject to the foregoing, any increase requested by
         Borrower shall be effective as of the date proposed by Borrower and
         shall be in the principal amount equal to (i) the principal amount
         which Increasing Lenders are willing to assume as increases to the
         principal amount of their Revolving Loan Commitments, plus (ii) the
         principal amount offered by New Lenders with respect to the Revolving
         Loan Commitments, as adjusted by Borrower and Administrative Agent
         pursuant to this subsection 2.1A(iv). Upon effectiveness of any such
         increase, the Pro Rata Share of each Revolving Lender will be adjusted
         to give effect to the increase in the Revolving Loan Commitments and
         Administrative Agent shall notify each Revolving Lender of its revised
         Revolving Loan Commitment and Pro Rata Share after giving effect to
         such increase. To the extent that the adjustment of Pro Rata Shares for
         the Revolving Lenders results in losses or expenses to any Revolving
         Lender as a result of the prepayment of any LIBOR Loan on a date other
         than the scheduled last day of the applicable Interest Period, Borrower
         shall be responsible for such losses or expenses pursuant to subsection
         2.6D.

B. Borrowing Mechanics. Except for Revolving Loans made on the Closing Date,
Revolving Loans made on any Funding Date (other than Revolving Loans made
pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) for
the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made
pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender
for the amount of a drawing under a Letter of Credit issued by it) shall be in
an aggregate minimum amount of $150,000 and integral multiples of $50,000 in
excess of that amount; provided that Revolving Loans made on any Funding Date as
LIBOR Loans with a particular Interest Period shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $100,000 in excess of that
amount. Any Swing Line Loan made on any Funding Date shall be in a minimum
amount of $100,000 and integral multiples of $50,000 in excess of that amount.
Whenever Borrower desires that Lenders make Revolving Loans it shall deliver a
Notice of Borrowing to Administrative Agent no later than 11:00 A.M. (New York
City time) at least three Business Days in advance of the proposed Funding Date
(in the case of a LIBOR Loan) or at least one Business Day in advance of the
proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower
desires that Swing Line Lender make a Swing Line Loan, it shall deliver a Notice
of Borrowing to Administrative Agent no later than 1:00 P.M. (New York City
time) on the proposed Funding Date. The Notice of Borrowing shall specify (i)
the proposed Funding Date (which shall be a Business Day), (ii) the amount and
Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans
made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the
case of Revolving Loans not made on the Closing Date, whether such Loans shall
be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be
made as LIBOR Loans, the initial Interest Period requested therefore, and (vi)
information about the account of Borrower to be credited. Revolving Loans may be
continued as or converted into Base Rate Loans and LIBOR Loans in the manner
provided in subsection 2.2D. In lieu of delivering the above-described Notice of
Borrowing, Borrower may give Administrative Agent telephonic notice by the
required time of any proposed borrowing under this subsection 2.1B; provided
that such notice shall be promptly confirmed in writing by delivery of a Notice
of Borrowing to Administrative Agent on the date such notice was given.

         Neither Administrative Agent nor any Lender shall incur any liability
to Borrower in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of Borrower or
for otherwise acting in good faith under this subsection 2.1B, and upon funding
of Revolving Loans by Lenders in accordance with this Agreement pursuant to any
such telephonic notice Borrower shall have effected Revolving Loans hereunder.

         Borrower shall notify Administrative Agent prior to the funding of any
Revolving Loans in the event that any of the matters to which Borrower is
required to certify in the applicable Notice of Borrowing is no longer true and
correct as of the applicable Funding Date, and the acceptance by Borrower of the
proceeds of any Revolving Loans shall constitute a re-certification by Borrower,
as of the applicable Funding Date, as to the matters to which Borrower is
required to certify in the applicable Notice of Borrowing.

         Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for a LIBOR Loan (or telephonic notice in lieu thereof)
shall be irrevocable once Administrative Agent receives such notice, and
Borrower shall be bound to make a borrowing in accordance therewith.

C. Disbursement of Funds. All Term Loans and Revolving Loans under this
Agreement shall be made by Lenders simultaneously and proportionately to their
respective Pro Rata Shares, it being understood that neither Administrative
Agent nor any Lender shall be responsible for any default by any other Lender in
that other Lender's obligation to make a Loan requested hereunder nor shall the
Commitment of any Lender to make the particular Type of Loan requested be
increased or decreased as a result of a default by any other Lender in that
other Lender's obligation to make a Loan requested hereunder. Promptly after
receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection
2.1A or subsection 2.1B (or telephonic notice in lieu thereof), Administrative
Agent shall notify each Lender of the proposed borrowing by telefacsimile or
electronic mail or by telephone promptly confirmed by telefacsimile or
electronic mail. Each Lender shall make the amount of its Loan available to
Administrative Agent not later than 2:00 P.M. (New York City time) on the
applicable Funding Date, and Swing Line Lender shall make the amount of its
Swing Line Loan available to Borrower not later than 6:00 P.M. (New York City
time) on the applicable Funding Date, in each case in same day funds in Dollars,
at the Administrative Agent's Office. Except as provided in subsection 2.1A(iii)
or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing
Line Loans or to reimburse any Issuing Lender for the amount of a drawing under
a Letter of Credit issued by it, upon satisfaction or waiver of the conditions
precedent specified in subsections 4.1 (in the case of Loans made on the Closing
Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the
proceeds of such Loans available to Borrower on the applicable Funding Date by
causing an amount of same day funds in Dollars equal to the proceeds of all such
Loans received by Administrative Agent from Lenders or Swing Line Lender, as the
case may be, to be credited to an account of Borrower as specified in the
applicable Notice of Borrowing.

         Unless Administrative Agent shall have been notified by any Lender
prior to the Funding Date for any Loans that such Lender does not intend to make
available to Administrative Agent the amount of such Lender's Loan requested on
such Funding Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Borrower a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Borrower and Borrower shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Borrower may
have against any Lender as a result of any default by such Lender hereunder.

D. Notes.  Borrower  shall  execute and deliver on the Closing  Date (i) to each
Lender  (a) a Term  Loan  Note  substantially  in the form of  Exhibit V annexed
hereto to evidence that  Lender's  Term Loan,  in the  principal  amount of that
Lender's Term Loan and with other  appropriate  insertions,  and (b) a Revolving
Note  substantially  in the form of Exhibit VI annexed  hereto to evidence  that
Lender's  Revolving  Loans, in the principal  amount of that Lender's  Revolving
Loan Commitment and with other  appropriate  insertions,  and (ii) to Swing Line
Lender  (or to  Administrative  Agent for Swing  Line  Lender) a Swing Line Note
substantially  in the form of Exhibit VII annexed  hereto to evidence Swing Line
Lender's  Swing  Line  Loans,  in the  principal  amount of the Swing  Line Loan
Commitment and with other appropriate insertions.

         Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent as provided in subsection 10.1B(ii). Any request,
authorization or consent of any Person who, at the time of making such request
or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, assignee or transferee of that
Note or of any Note or Notes issued in exchange therefor.

         If Borrower increases the aggregate principal amount of the Revolving
Loan Commitments pursuant to subsection 2.1A(iv), Borrower shall issue (a)
replacement Revolving Notes to each Increasing Lender, and (b) new Revolving
Notes to each New Lender (or to Administrative Agent for such New Lender).

E.       The Register.

(i)      Administrative Agent shall maintain, at its address referred to in
         subsection 10.8, a copy of each Assignment Agreement delivered to it
         from time to time in accordance with the provisions of subsection 10.1B
         and 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
         Borrower at any reasonable time and from time to time upon reasonable
         prior notice.

(ii)     Administrative Agent shall record in the Register the Term Loan
         Commitment and Revolving Loan Commitment and the Term Loans and
         Revolving Loans from time to time of each Lender, the Swing Line Loan
         Commitment and the Swing Line Loans from time to time of Swing Line
         Lender, and each repayment or prepayment in respect of the principal
         amount of the Term Loan or Revolving Loans of each Lender or the Swing
         Line Loans of Swing Line Lender. Any such recordation shall be
         conclusive and binding on Borrower and each Lender, absent manifest
         error; provided that failure to make any such recordation, or any error
         in such recordation, shall not affect any Lender's Commitments or
         Borrower's Obligations in respect of any applicable Loans.

(iii)    Each Lender may record on its internal records (including the Notes
         held by such Lender) the amount of the Term Loans and each Revolving
         Loan made by it and each payment in respect thereof. Any such
         recordation shall be conclusive and binding on Borrower, absent
         manifest error; provided that failure to make any such recordation, or
         any error in such recordation, shall not affect any Lender's
         Commitments or Borrower's Obligations in respect of any applicable
         Loans; and provided further that in the event of any inconsistency
         between the Register and any Lender's records, the recordations in the
         Register shall govern (absent manifest error).

(iv) Borrower, Administrative Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the corresponding
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  accepted by  Administrative  Agent and recorded in the
Register as provided in subsection  10.1B(ii).  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.

(v)      Borrower hereby designates CIBC to serve as Borrower's agent solely for
         purposes of maintaining the Register as provided in this subsection
         2.1E, and Borrower hereby agrees that, to the extent CIBC serves in
         such capacity, CIBC and its officers, directors, employees, agents and
         Affiliates shall constitute Indemnitees for all purposes under
         subsection 10.3.

2.2      Interest on the Loans.

A. Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each
Term Loan and each Revolving Loan shall bear interest on the unpaid principal
amount thereof from the date made through maturity (whether by acceleration or
otherwise) at a rate determined by reference to the Base Rate or the Adjusted
LIBOR. Subject to the provisions of subsection 2.7, each Swing Line Loan shall
bear interest on the unpaid principal amount thereof from the date made through
maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate. The applicable basis for determining the rate of
interest with respect to any Term Loan or any Revolving Loan shall be selected
by Borrower initially at the time a Notice of Borrowing is given with respect to
such Loan pursuant to subsection 2.1B, and the basis for determining the
interest rate with respect to any Term Loan or any Revolving Loan may be changed
from time to time pursuant to subsection 2.2D. If on any day a Term Loan or
Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

         Subject to the provisions of subsections 2.2E and 2.7, the Term Loans
and the Revolving Loans shall bear interest through maturity as follows:

(i) if a Base Rate  Loan,  then at the sum of the Base Rate plus the  Applicable
Base Rate Margin for such class of Loans; or

(ii) if a LIBOR Loan, then at the sum of the Adjusted LIBOR plus the Applicable
LIBOR Margin for such class of Loans.

         Subject to the provisions of subsections 2.2E and 2.7, the Swing Line
Loans shall bear interest through maturity at the sum of the Base Rate plus the
Applicable Base Rate Margin.

         Upon delivery of the Margin Determination Certificate by Borrower to
Administrative Agent pursuant to subsection 6.1(xvi), the Applicable Base Rate
Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance
with such Margin Determination Certificate, such adjustment to become effective
on the fifth Business Day after such Margin Determination Certificate is
delivered to Administrative Agent; provided that (1) at any time a Margin
Determination Certificate is not delivered at the time required pursuant to
subsection 6.1(xvi), from the time such Margin Determination Certificate was
required to be delivered until delivery of such Margin Determination
Certificate, the Applicable Base Rate Margin shall be 2.50% for the Revolving
Loans, and the Applicable LIBOR Margin shall be 3.50% for the Revolving Loans,
and (2) if a Margin Determination Certificate erroneously indicates an
applicable margin more favorable to Borrower than should be afforded by the
actual calculation of the Consolidated Total Leverage Ratio, Borrower shall
promptly pay additional interest and letter of credit fees to correct for such
error.

B. Interest Periods.  In connection with each LIBOR Loan, Borrower may, pursuant
to the applicable Notice of Borrowing or Notice of  Conversion/Continuation,  as
the case may be,  select an interest  period (each an  "Interest  Period") to be
applicable to such Loan,  which Interest Period shall be, at Borrower's  option,
either a one, two, three or six month period; provided that:

(i)      the initial Interest Period for any LIBOR Loan shall commence on the
         Funding Date in respect of such Loan, in the case of a Loan initially
         made as a LIBOR Loan, or on the date specified in the applicable Notice
         of Conversion/Continuation, in the case of a Loan converted to a LIBOR
         Loan;

(ii)     in the case of immediately successive Interest Periods applicable to a
         LIBOR Loan continued as such pursuant to a Notice of
         Conversion/Continuation, each successive Interest Period shall commence
         on the day on which the next preceding Interest Period expires;

(iii)    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; provided that, if any Interest Period would otherwise
         expire on a day that is not a Business Day but is a day of the month
         after which no further Business Day occurs in such month, such Interest
         Period shall expire on the next preceding Business Day;

(iv)     any Interest Period that begins on the last Business Day of a calendar
         month (or on a day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest Period) shall,
         subject to clause (v) of this subsection 2.2B, end on the last Business
         Day of a calendar month;

(v)      no Interest Period with respect to any portion of the Term Loans shall
         extend beyond March 31, 2006 and no Interest Period with respect to any
         portion of the Revolving Loans shall extend beyond the Revolving Loan
         Commitment Termination Date;

(vi)     no Interest Period with respect to any portion of the Term Loans shall
         extend beyond a date on which Borrower is required to make a scheduled
         payment of principal of Term Loans unless the sum of (a) the aggregate
         principal amount of Term Loans that are Base Rate Loans plus (b) the
         aggregate principal amount of Term Loans that are LIBOR Loans with
         Interest Periods expiring on or before such date equals or exceeds the
         principal amount required to be paid on the Term Loans on such date;

(vii)    no Interest Period with respect to any portion of the Revolving Loans
         shall extend beyond the date on which a permanent reduction of the
         Revolving Loan Commitments is scheduled to occur unless the sum of (a)
         the aggregate principal amount of Revolving Loans that are Base Rate
         Loans plus (b) the aggregate principal amount of Revolving Loans that
         are LIBOR Loans with Interest Periods expiring on or before such date
         plus (c) the excess of the Revolving Loan Commitments then in effect
         over the aggregate principal amount of Revolving Loans then outstanding
         equals or exceeds the permanent reduction of the Revolving Loan
         Commitments that is scheduled to occur on such date;

(viii) there shall be no more than twelve  Interest  Periods  outstanding at any
time; and

(ix)     in the event Borrower fails to specify an Interest Period for any LIBOR
         Loan in the applicable Notice of Borrowing or Notice of
         Conversion/Continuation, Borrower shall be deemed to have selected an
         Interest Period of one month.

C. Interest Payments.  Subject to the provisions of subsection 2.2E, interest on
each Loan  shall be payable in  arrears  on and to each  Interest  Payment  Date
applicable to that Loan, upon any prepayment of that Loan (to the extent accrued
on the  amount  being  prepaid)  and at  maturity  (including  final  maturity);
provided  that in the  event  any Loans  that are Base  Rate  Loans are  prepaid
pursuant to subsection 2.4B(i),  interest accrued on such Loans through the date
of such prepayment shall be payable on the next succeeding Interest Payment Date
applicable to Base Rate Loans (or, if earlier, at final maturity).

D. Conversion or Continuation. Subject to the provisions of subsection 2.6,
Borrower shall have the option (i) to convert at any time all or any part of its
outstanding Term Loans or Revolving Loans from Loans bearing interest at a rate
determined by reference to one basis to Loans bearing interest at a rate
determined by reference to an alternative basis, in each case in a Minimum
Amount therefor, or (ii) upon the expiration of any Interest Period applicable
to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000
and integral multiples of $100,000 in excess of that amount as a LIBOR Loan;
provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan
on the expiration date of an Interest Period applicable thereto.

Borrower  shall deliver a Notice of  Conversion/Continuation  to  Administrative
Agent no later than 12:00 Noon (New York City time) at least three Business Days
in advance of the proposed  conversion  date (in the case of a  conversion  to a
Base Rate Loan) and at least  three  Business  Days in  advance of the  proposed
conversion/continuation  date (in the case of a conversion to, or a continuation
of, a LIBOR Loan).  With respect to any LIBOR Loan, if Borrower fails to deliver
a Notice  of  Conversion/Continuation  as  described  above  or if any  proposed
conversion/continuation  under this subsection 2.2D is not permitted  hereunder,
Borrower  shall be deemed to have  elected to convert  such LIBOR Loan to a Base
Rate Loan on the last day of the then-expiring Interest Period.

         A Notice of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall be a Business Day), (ii) the amount
and Type of the Loan to be converted/continued, (iii) the nature of the proposed
conversion/continuation, (iv) in the case of a conversion to, or a continuation
of, a LIBOR Loan, the requested Interest Period, and (v) in the case of a
conversion to, or a continuation of, a LIBOR Loan, that no Potential Event of
Default or Event of Default has occurred and is continuing. In lieu of
delivering the above-described Notice of Conversion/Continuation, Borrower may
give Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D, provided that Administrative
Agent shall receive a Notice of Conversion/Continuation to confirm such
telephonic notice no later than 2:00 P.M. (New York City time) on the day on
which such telephonic notice is given. Upon receipt of written or telephonic
notice of any proposed conversion/continuation under this subsection 2.2D,
Administrative Agent shall promptly transmit such notice by telefacsimile or
electronic mail (or by telephone promptly confirmed by telefacsimile or
electronic mail) to each Lender.

         Neither Administrative Agent nor any Lender shall incur any liability
to Borrower in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of Borrower or
for otherwise acting in good faith under this subsection 2.2D, and upon
conversion or continuation of the applicable basis for determining the interest
rate with respect to any Loans in accordance with this Agreement pursuant to any
such telephonic notice Borrower shall have effected a conversion or
continuation, as the case may be, hereunder.
         Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
notice of a proposed conversion to, or continuation of, a LIBOR Loan (whether by
delivery of a Notice of Conversion/Continuation or telephonic notice) shall be
irrevocable once Administrative Agent receives such notice, and Borrower shall
be bound to effect a conversion or continuation in accordance therewith.

E. Default Rate. Upon the occurrence and during the continuation of any Event of
Default, the outstanding principal amount of all Loans and, to the extent
permitted by applicable law, any interest payments thereon not paid when due and
any fees and other amounts then due and payable hereunder, shall thereafter bear
interest (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws) payable upon demand at a
rate that is 2.00% per annum in excess of the interest rate otherwise payable
under this Agreement with respect to the applicable Loans (or, in the case of
any such fees and other amounts, at a rate which is 2.00% per annum in excess of
the interest rate otherwise payable under this Agreement for Base Rate Loans);
provided that, in the case of LIBOR Loans, upon the expiration of the Interest
Period in effect at the time any such increase in interest rate is effective
such LIBOR Loans shall thereupon become Base Rate Loans and shall thereafter
bear interest payable upon demand at a rate which is 2.00% per annum in excess
of the interest rate otherwise payable under this Agreement for Base Rate Loans.
Payment or acceptance of the increased rates of interest provided for in this
subsection 2.2E 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.

F. Computation of Interest. Interest on the Loans shall be computed (i) in the
case of Base Rate Loans, on the basis of a 365-day year, and (ii) in the case of
LIBOR 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 LIBOR Loan, the date of conversion of such LIBOR 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 LIBOR Loan, the
date of conversion of such Base Rate Loan to such LIBOR Loan, as the case may
be, shall be excluded; provided that if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.

2.3      Fees.

A.  Commitment  Fee.  Borrower  agrees  to  pay  to  Administrative  Agent,  for
distribution to each Lender in proportion to that Lender's Pro Rata Share of the
Revolving Loan  Commitments,  commitment  fees for the period from and including
the Closing Date to and excluding the Revolving Loan Commitment Termination Date
equal to the average of the daily excess of the Revolving Loan  Commitments over
the sum of (i) the aggregate  principal  amount of outstanding  Revolving  Loans
(but not any outstanding  Swing Line Loans) plus (ii) the Letter of Credit Usage
multiplied by one half of 1% per annum, such commitment fees to be calculated on
the basis of a 360-day  year and the  actual  number of days  elapsed  and to be
payable  quarterly  in arrears on the last  Business  Day of each  March,  June,
September and December of each Fiscal Year  commencing on the first such date to
occur after the Closing Date, and on the Revolving Loan  Commitment  Termination
Date.

B. Other Fees. Borrower agrees to pay to Lead Arranger and Administrative  Agent
such  fees in the  amounts  and at the  times  separately  agreed  upon  between
Borrower, Lead Arranger and Administrative Agent.

2.4  Repayments  and  Prepayments;   General  Provisions   Regarding   Payments;
Application of Proceeds of Collateral and Payments Under Subsidiary Guaranty.

A. Scheduled  Payments of Term Loans.  Borrower shall make principal payments on
the Term Loans in installments on the dates and in the amounts set forth below:

                       Date                          Scheduled Payment

              June 30, 2001                             $1,250,000
              September 30, 2001                        $1,250,000
              December 31, 2001                         $1,250,000
              March 31, 2002                            $1,250,000
              June 30, 2002                             $1,875,000
              September 30, 2002                        $1,875,000
              December 31, 2002                         $1,875,000
              March 31, 2003                            $1,875,000
              June 30, 2003                             $2,500,000
              September 30, 2003                        $2,500,000
              December 31, 2003                         $2,500,000
              March 31, 2004                            $2,500,000
              June 30, 2004                             $3,125,000
              September 30, 2004                        $3,125,000
              December 31, 2004                         $3,125,000
              March 31, 2005                            $3,125,000
              June 30, 2005                            $32,500,000
              September 30, 2005                       $32,500,000
              December 31, 2005                        $32,500,000
              March 31, 2006                           $32,500,000
                                                      ============
              Total                                   $165,000,000

; provided that the scheduled installments of principal of the Term Loans set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in accordance with subsection 2.4B(iv); and
provided, further that the Term Loans and all other amounts owed hereunder with
respect to the Term Loans shall be paid in full no later than March 31, 2006,
and the final installment payable by Borrower in respect of the Term Loans on
such date shall be in an amount, if such amount is different from that specified
above, sufficient to repay all amounts owing by Borrower under this Agreement
with respect to the Term Loans.

B.       Prepayments and Unscheduled Reductions in Revolving Loan Commitments.

(i) Voluntary  Prepayments.  Borrower may, upon not less than one Business Day's
prior written notice,  in the case of Base Rate Loans,  and three Business Days'
prior  written  notice,  in the  case of  LIBOR  Loans,  in each  case  given to
Administrative  Agent by 12:00  Noon (New York City  time) on the date  required
(which  written   notice   Administrative   Agent  will  promptly   transmit  by
telefacsimile  or electronic mail to each Lender),  at any time and from time to
time  prepay any Swing Line Loan on any  Business  Day in whole or in part in an
aggregate minimum amount of $100,000 and integral multiples of $50,000 in excess
of that  amount,  and any Term Loans or  Revolving  Loans on any Business Day in
whole or in part in an  aggregate  minimum  amount of  $1,000,000  and  integral
multiples  of $100,000 in excess of that  amount;  provided,  however,  that any
LIBOR Loan may be prepaid on a day other  than the  expiration  of the  Interest
Period  applicable  thereto,  only if Borrower  pays the amounts due pursuant to
Section 2.6D caused by such prepayment.  Notice of prepayment  having been given
as aforesaid,  the principal  amount of the Loans specified in such notice shall
become due and  payable  on the  prepayment  date  specified  therein.  Any such
voluntary prepayment shall be applied as specified in subsection 2.4B(iv).

(ii) Voluntary Reductions of Revolving Loan Commitments.  Borrower may, upon not
less than three  Business  Days' prior written  notice to  Administrative  Agent
(which  written   notice   Administrative   Agent  will  promptly   transmit  by
telefacsimile  or electronic mail to each Lender),  at any time and from time to
time  terminate  in whole or  permanently  reduce in part,  without  premium  or
penalty,  the Revolving Loan  Commitments in an amount up to the amount by which
the Revolving Loan  Commitments  exceed the Total  Utilization of Revolving Loan
Commitments at the time of such proposed termination or reduction; provided that
any such partial  reduction of the  Revolving  Loan  Commitments  shall be in an
aggregate  minimum  amount of $1,000,000  and integral  multiples of $100,000 in
excess of that amount. Borrower'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
Revolving  Loan  Commitments  shall  be  effective  on  the  date  specified  in
Borrower's  notice and shall reduce the Revolving Loan Commitment of each Lender
proportionately to its Pro Rata Share.

(iii)  Mandatory   Prepayments  and  Mandatory   Reductions  of  Revolving  Loan
Commitments.  The Loans shall be prepaid and/or the Revolving  Loan  Commitments
shall be  permanently  reduced in the  amounts and under the  circumstances  set
forth below, all such prepayments  and/or  reductions to be applied as set forth
below or as more specifically provided in subsection 2.4B(iv):

(a) Prepayments  and Reductions From Net Asset Sale Proceeds.  No later than the
date of receipt by  Borrower  or any of its  Subsidiaries  of any Net Asset Sale
Proceeds  in respect of any Asset  Sale,  Borrower  shall  either (i) prepay the
Loans and/or the Revolving Loan Commitments  shall be permanently  reduced in an
aggregate  amount equal to such Net Asset Sale  Proceeds,  or (ii) so long as no
Potential  Event of  Default  or Event of Default  shall  have  occurred  and be
continuing  and to the extent that  aggregate  Net Asset Sale  Proceeds from the
Closing Date through the date of determination do not exceed $1,000,000, deliver
to Administrative Agent an Officers'  Certificate setting forth (x) that portion
of such Net Asset Sale  Proceeds  that  Borrower or such  Subsidiary  intends to
reinvest in equipment or other productive assets of the general type used in the
business  of  Borrower  and its  Subsidiaries  within  180 days of such  date of
receipt,  and (y) such other  information  with respect to such  reinvestment as
Administrative  Agent may reasonably request, and Borrower shall, or shall cause
one or more of its  Subsidiaries  to, promptly and diligently apply such portion
to such reinvestment  purposes.  If Borrower elects clause (ii) above,  Borrower
(x) shall deposit the applicable portion of the Net Asset Sale Proceeds intended
for  reinvestment  into the Collateral  Account,  and (y) on the 180th day after
receipt of such Net Asset Sale Proceeds by Borrower or any of its  Subsidiaries,
any such Net Asset Sale Proceeds that have not  theretofore  been applied to the
Obligations  or that have not been so  reinvested  as  provided  above  shall be
transferred from the Collateral Account in order to prepay the Loans (and/or the
Revolving Loan Commitments  shall be permanently  reduced) in the full amount of
all such Net Asset Sale Proceeds.

(b)  Prepayments and Reductions From Net Insurance/  Condemnation  Proceeds.  No
later  than  the  first   Business  Day   following   the  date  of  receipt  by
Administrative  Agent  or by  Borrower  or any of its  Subsidiaries  of any  Net
Insurance/Condemnation  Proceeds  that are  required to be applied to prepay the
Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions of
subsection  6.4C,  Borrower  shall  prepay the Loans and/or the  Revolving  Loan
Commitments  shall be  permanently  reduced in an aggregate  amount equal to the
amount of such Net Insurance/Condemnation Proceeds.

(c)  Prepayments  and  Reductions  Due to Reversion of Surplus Assets of Pension
Plans.  On the date of  return to  Borrower  or any of its  Subsidiaries  or any
surplus  assets of any  Pension  Plan of  Borrower  or any of its  Subsidiaries,
Borrower shall prepay the Loans and/or the Revolving Loan  Commitments  shall be
permanently  reduced in an aggregate  amount (such amount being the "Net Pension
Proceeds")  equal to 100% of such returned  surplus  assets,  net of transaction
costs and expenses  incurred in obtaining  such  return,  including  incremental
taxes payable as a result thereof.

(d) Prepayments and Reductions Due to Issuance of Debt or Equity Securities.  On
the date of receipt by Borrower of Net  Securities  Proceeds  from the  issuance
after the Closing  Date of any debt or equity  Securities  of Borrower or any of
its Subsidiaries  (other than (i) Net Securities  Proceeds received from another
Loan  Party,  in  connection  with the  exercise  of stock  options  held by its
employees or independent sales representatives,  or as part of the consideration
paid to any seller of assets in any acquisition permitted pursuant to subsection
7.7, and (ii) 50% of the Net  Securities  Proceeds from the issuance by Borrower
or of any of its Subsidiaries of its common stock in an IPO), Borrower shall, to
the  extent  such Net  Securities  Proceeds,  when  added to all Net  Securities
Proceeds  received by Borrower  and its  Subsidiaries  since the Closing Date is
greater than $5,000,000,  prepay the Loans and/or the Revolving Loan Commitments
shall be permanently reduced in an aggregate amount equal to such Net Securities
Proceeds.

(e) Prepayments and Reductions from Consolidated  Excess Cash Flow. On the 180th
day after the end of each Fiscal  Year,  Borrower  shall prepay the Loans and/or
the Revolving  Loan  Commitments  shall be  permanently  reduced in an aggregate
amount equal to 75% of Consolidated  Excess Cash Flow if the Consolidated  Total
Leverage  Ratio as of the last day of such Fiscal Year is greater  than or equal
to 3.00:1.00, and 50% of Consolidated Excess Cash Flow if the Consolidated Total
Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00.

(f) Calculations of Net Proceeds Amounts;  Additional Prepayments and Reductions
Based on Subsequent Calculations.  Concurrently with any prepayment of the Loans
and/or  reduction of the  Revolving  Loan  Commitments  pursuant to  subsections
2.4B(iii)(a)-(e),  Borrower shall deliver to Administrative Agent and Lenders an
Officers'  Certificate  demonstrating  the  calculation  of the amount (the "Net
Proceeds   Amount")  of  the   applicable   Net  Asset  Sale   Proceeds  or  Net
Insurance/Condemnation  Proceeds,  the  applicable  Net Pension  Proceeds or Net
Securities  Proceeds (as such terms are defined in subsections  2.4B(iii)(c) and
(d)), or the applicable  Consolidated Excess Cash Flow, as the case may be, that
gave rise to such prepayment and/or reduction.  In the event that Borrower shall
subsequently  determine that the actual Net Proceeds Amount was greater than the
amount set forth in such Officers' Certificate (including if any actual taxes to
be paid as a result of an Asset Sale is less than the estimated taxes to be paid
as a result of such Asset Sale),  Borrower  shall  promptly  make an  additional
prepayment of the Loans (and/or,  if applicable,  the Revolving Loan Commitments
shall be  permanently  reduced) in an amount equal to the amount of such excess,
and Borrower shall  concurrently  therewith deliver to Administrative  Agent and
Lenders an Officers' Certificate  demonstrating the derivation of the additional
Net Proceeds Amount resulting in such excess.

(g) Prepayments Due to Reductions or Restrictions of Revolving Loan Commitments.
Borrower  shall from time to time prepay first the Swing Line Loans,  and second
the Revolving Loans pursuant to subsection  2.4B(iv)(d) to the extent  necessary
so that the Total  Utilization  of Revolving Loan  Commitments  shall not at any
time exceed the lesser of the Revolving  Loan  Commitments or the Borrowing Base
then in effect.

(iv)     Application of Prepayments.
         --------------------------

(a) Application of Voluntary Prepayments by Type of Loans and Order of Maturity.
Subject to the provisions of subsection 2.4D, any voluntary prepayments pursuant
to  subsection  2.4B(i)  shall  be  applied  as  specified  by  Borrower  in the
applicable  notice of  prepayment;  provided that in the event Borrower fails to
specify the Loans to which any such prepayment shall be applied, such prepayment
shall be  applied  first  to repay  outstanding  Term  Loans to the full  extent
thereof,  second  to repay  outstanding  Swing  Line  Loans  to the full  extent
thereof,  and  third to repay  outstanding  Revolving  Loans to the full  extent
thereof and  permanently  reduce the Revolving Loan  Commitments.  Any voluntary
prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be applied to
reduce the  scheduled  installments  of principal of the Term Loans set forth in
subsection 2.4A(ii) in inverse chronological order of maturity.

(b)  Application  of  Mandatory  Prepayments  by Type of Loans.  Any amount (the
"Applied Amount")  required to be applied as a mandatory  prepayment of the Term
Loans  and/or  a  reduction  of  the  Revolving  Loan  Commitments  pursuant  to
subsections  2.4B(iii)(a)-(e) shall be applied first to prepay the Term Loans to
the full extent thereof,  second,  to the extent of any remaining portion of the
Applied Amount, to prepay the Swing Line Loans to the full extent thereof and to
permanently  reduce  the  Revolving  Loan  Commitments  by the  amount  of  such
prepayment, third, to the extent of any remaining portion of the Applied Amount,
to  prepay  the  Revolving  Loans  to the full  extent  thereof  and to  further
permanently  reduce  the  Revolving  Loan  Commitments  by the  amount  of  such
prepayment,  and fourth,  to the extent of any remaining  portion of the Applied
Amount, to further permanently reduce the Revolving Loan Commitments to the full
extent thereof.

(c)  Application  of  Mandatory  Prepayments  of Term  Loans  and the  Scheduled
Installments of Principal Thereof.  Any mandatory  prepayments of the Term Loans
pursuant  to  subsection  2.4B(iii)  shall be applied  to reduce  the  scheduled
installments  of principal of the Term Loans in inverse  chronological  order of
maturity.

(d)  Application of Prepayments to Base Rate Loans and LIBOR Loans.  Considering
Term Loans and Revolving Loans being prepaid separately,  any prepayment thereof
shall be applied  first to Base Rate  Loans to the full  extent  thereof  before
application to LIBOR Loans,  in each case in a manner which minimizes the amount
of any payments required to be made by Borrower pursuant to subsection 2.6D.

(e)  Prepayments  of Term  Loans  Within  Two  Years of the  Closing  Date.  Any
prepayments  of the Term Loans  pursuant  to  subsection  2.4B(i) or  subsection
2.4B(iii)  (other  than  prepayments  pursuant  to clauses  (b),  (c) and (e) of
subsection 2.4B(iii)) shall be subject to a premium equal to (i) with respect to
prepayments  made on or before the first  anniversary of the Closing Date, 1.00%
of the  principal  amount  of Term  Loans  prepaid,  and (ii)  with  respect  to
prepayments made on or before the second  anniversary of the Closing Date, 0.50%
of the principal amount of Term Loans prepaid.

(f) Notwithstanding the foregoing, Lenders with Term Loans outstanding may waive
the right to  receive  up to 50% of the  amount of any  voluntary  or  mandatory
prepayment (other than as provided below in this subsection  2.4B(iv)(f) and, in
any event, not including  scheduled  principal  payments under subsection 2.4A),
and if any such  Lender so elects,  the amount  that would  otherwise  have been
applied as a prepayment  of such Lender's Term Loan shall be applied to the Term
Loans of those  Lenders  not  waiving  the  right to such  prepayment  and shall
thereafter,  at Borrower's option, be applied to the prepayment of the Revolving
Loans  (without  reducing  the  Revolving  Loan  Commitment)  or  applied to the
prepayment  of the Term Loans.  Accordingly,  with  respect to the amount of any
mandatory prepayment described in this subsection  2.4B(iv)(f) that is allocated
to the Term Loans (such amounts,  the "Term Loan Prepayment  Amount"),  Borrower
will,  in lieu of  applying  such  amount  to the  prepayment  of Term  Loans as
provided in subsection 2.4B(iv)(b), on the date for such prepayment, (x) deposit
such amount in the  Collateral  Account  pending  application  of such amount in
accordance with this subsection  2.4B(iv)(f),  and (y) give Administrative Agent
written notice requesting that Administrative  Agent prepare and provide to each
Lender a Prepayment Option Notice as described below. As promptly as practicable
after  receiving  such notice from Borrower,  Administrative  Agent will send to
each Lender a Prepayment Option Notice, which shall include an offer by Borrower
to prepay on the date (each a "Prepayment  Date") that is 10 Business Days after
the date of the  Prepayment  Option  Notice,  the  relevant  Term  Loans of such
Lender,  by an amount  equal to the portion of the Term Loan  Prepayment  Amount
indicated in such Lender's  Prepayment Option Notice as being applicable to such
Lender's Term Loans (the "Pro Rata Prepayment Amount").  Any Lender that desires
to decline the prepayment of up to 50% of the prepayment of its Term Loans shall
so notify  Administrative  Agent at the address and telecopy number indicated in
the Prepayment Option Notice no later than 11:00 A.M. (New York City time) on or
prior to the fifth Business Day prior to the  Prepayment  Date and any Term Loan
Lender who does not so respond shall be deemed to have  accepted the  applicable
Pro Rata Prepayment  Amount.  On the Prepayment Date, (i)  Administrative  Agent
shall apply from the amount deposited in the Collateral Account pursuant to this
subsection  2.4B(iv)(f) the aggregate amount necessary to prepay that portion of
the outstanding Term Loans in respect of which Lenders have accepted  prepayment
as described above (each such Lender,  an "Accepting  Lender"),  and such amount
shall be applied to reduce the Term Loan Prepayment Amounts with respect to each
Accepting  Lender,  and (ii) at Borrower's  option,  Administrative  Agent shall
apply from the amount  deposited  in the  Collateral  Account  pursuant  to this
subsection  2.4B(iv)(f) any remaining amounts to the prepayment of the Revolving
Loans,  to the extent still  outstanding  (without  reducing the Revolving  Loan
Commitment) or as a prepayment of the Term Loans.

C.       General Provisions Regarding Payments.

(i) Manner and Time of Payment. All payments by Borrower of principal, interest,
fees and other  Obligations  hereunder  and  under  the  Notes  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
2:00 P.M.  (New York City  time) on the date due at the  Administrative  Agent's
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  Borrower on the
next succeeding Business Day. Notwithstanding the foregoing, payments of amounts
deposited  in the  Collateral  Account  pursuant  to the  proviso to  subsection
2.4B(iv)(f) shall be deemed to have been paid by Borrower on the applicable date
or dates  such  amounts  are  applied to prepay  LIBOR  Loans.  Borrower  hereby
authorizes Administrative Agent to charge its 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).

(ii)  Application of Payments.  Prior to any payments being applied to principal
or interest  under this  Agreement,  such payments shall first be applied to any
outstanding  and payable fees,  costs,  expenses,  indemnities  or other amounts
(aside from principal or interest due under the Loan  Documents),  as determined
in the reasonable opinion of Administrative Agent.

(iii)  Application of Payments to Principal and Interest.  Except as provided in
subsection  2.2C,  all payments in respect of the  principal  amount of any Loan
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.

(iv)  Apportionment of Payments.  Aggregate  principal and interest  payments in
respect  of Term  Loans  and  Revolving  Loans  shall be  apportioned  among all
outstanding Loans to which such payments relate, in each case proportionately to
Lenders'  respective  Pro  Rata  Shares.  Administrative  Agent  shall  promptly
distribute  to each Lender,  at its primary  address set forth below its name on
the  appropriate  signature  page hereof or at such other address as such Lender
may request,  its Pro Rata Share of all such payments received by Administrative
Agent and the  commitment  fees of such Lender when  received by  Administrative
Agent pursuant to subsection 2.3.  Notwithstanding  the foregoing  provisions of
this subsection 2.4C(iv), if, pursuant to the provisions of subsection 2.6C, any
Notice of  Conversion/Continuation  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
LIBOR  Loans,  Administrative  Agent shall give effect  thereto in  apportioning
payments received thereafter.

(v) Payments on Business Days.  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
commitment fees hereunder, as the case may be.

(vi) Notation of Payment.  Each Lender agrees that before  disposing of any Note
held by it, or any part thereof (other than by granting participations therein),
that Lender will use reasonable  efforts to make a notation thereon of all Loans
evidenced by that Note and all principal payments previously made thereon and of
the date to which interest  thereon has been paid;  provided that the failure to
make (or any error in the making of) a notation of any Loan made under such Note
shall not limit or otherwise  affect the  obligations  of Borrower  hereunder or
under  such  Note with  respect  to any Loan or any  payments  of  principal  or
interest on such Note; provided, further, that in the event of any inconsistency
the Register shall govern (absent manifest error).

D. Application of Proceeds of Collateral and Payments Under Subsidiary Guaranty.

(i)      Application of Certain Payments; Application of Proceeds of Collateral.
         Upon the occurrence and during the continuation of an Event of Default,
         (a) all payments received on account of the Obligations, whether from
         Borrower or otherwise (other than under the Subsidiary Guaranty), shall
         be applied by Administrative Agent against the Obligations, and (b) all
         proceeds received by Administrative Agent in respect of any sale of,
         collection from, or other realization upon all or any part of the
         Collateral under any Collateral Document may, in the discretion of
         Administrative Agent, be held by Administrative Agent as Collateral
         for, and/or (then or at any time thereafter) applied in full or in part
         by Administrative Agent against, the applicable Secured Obligations (as
         defined in such Collateral Document) in the following order of
         priority:

(a)               To the payment of all costs and expenses of such sale,
                  collection or other realization, including reasonable
                  compensation to Administrative Agent and its agents and
                  counsel, and all other expenses, liabilities and advances made
                  or incurred by Administrative Agent in connection therewith,
                  and all amounts for which Administrative Agent is entitled to
                  indemnification under such Collateral Document and all
                  advances made by Administrative Agent thereunder for the
                  account of the applicable Loan Party, and to the payment of
                  all costs and expenses paid or incurred by Administrative
                  Agent in connection with the exercise of any right or remedy
                  under such Collateral Document, all in accordance with the
                  terms of this Agreement and such Collateral Document;

(b)               thereafter, to the extent of any excess such proceeds, to the
                  payment of all other Secured Obligations (as defined in such
                  Collateral Document) for the ratable benefit of the holders
                  thereof; and

(c)               thereafter, to the extent of any excess such proceeds, to the
                  payment to or upon the order of such Loan Party or to
                  whosoever may be lawfully entitled to receive the same or as a
                  court of competent jurisdiction may direct.

(ii)     Application of Payments Under Subsidiary Guaranty. All payments
         received by Administrative Agent under the Subsidiary Guaranty shall be
         applied promptly from time to time by Administrative Agent in the
         following order of priority:

(a) To the  payment  of the  costs  and  expenses  of any  collection  or  other
realization under the Subsidiary Guaranty,  including reasonable compensation to
Administrative Agent and its agents and counsel,  and all expenses,  liabilities
and advances made or incurred by Administrative  Agent in connection  therewith,
all in accordance with the terms of this Agreement and the Subsidiary Guaranty;

(b) thereafter, to the extent of any excess such payments, to the payment of all
other  Guarantied  Obligations  (as defined in the  Subsidiary  Guaranty for the
ratable benefit of the holders thereof); and

(c) thereafter, to the extent of any excess such payments, to the payment to the
applicable  Subsidiary  Guarantor  or to whosoever  may be lawfully  entitled to
receive the same or as a court of competent jurisdiction may direct.

2.5      Use of Proceeds.
         ---------------

A. Term Loans.  The proceeds of the Term Loans,  together  with  proceeds of the
initial  Revolving  Loans  (the  "Acquisition  Revolving  Loans"),  and the Cash
Contribution  Proceeds shall be applied by Borrower to fund the  Acquisition and
the Refinancing.

B. Revolving Loans. The proceeds of the Acquisition Revolving Loans shall be
applied by Borrower as provided in subsection 2.5A. The proceeds of any other
Revolving Loans and any Swing Line Loans shall be applied by Borrower and its
Subsidiaries for general corporate purposes, which may include the making of
intercompany loans to any of Borrower's wholly-owned domestic Subsidiaries, in
accordance with subsection 7.1(iv), for their own general corporate purposes.

C. Margin  Regulations.  No portion of the proceeds of any borrowing  under this
Agreement  shall be used by  Borrower or any of its  Subsidiaries  in any manner
that might cause the  borrowing 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 of such Board or to violate the
Exchange  Act, in each case as in effect on the date or dates of such  borrowing
and such use of proceeds.

2.6      Special Provisions Governing LIBOR Loans.

         Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to LIBOR Loans as to the
matters covered:

A. Determination of Applicable Interest Rate. As soon as practicable after 12:00
Noon (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 LIBOR Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to Borrower and each
Lender.

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

C. Illegality or Impracticability of LIBOR Loans. In the event that on any date
any Lender shall have determined (which determination shall be final and
conclusive and binding upon all parties hereto but shall be made only after
consultation with Borrower and Administrative Agent) that the making,
maintaining or continuation of its LIBOR 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, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the interbank Eurodollar market or the position
of such Lender in that market, then, and in any such event, such Lender shall be
an "Affected Lender" and it shall on that day give notice (by telefacsimile or
by telephone confirmed in writing) to Borrower and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to each
other Lender by telefacsimile or electronic mail). Thereafter (a) the obligation
of Affected Lender to make Loans as, or to convert Loans to, LIBOR Loans shall
be suspended until such notice shall be withdrawn by Affected Lender, (b) to the
extent such determination by Affected Lender relates to a LIBOR Loan then being
requested by Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) Affected Lender's
obligation to maintain its outstanding LIBOR 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
(d) 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 LIBOR Loan
then being requested by Borrower pursuant to a Notice of Borrowing or a Notice
of Conversion/Continuation, Borrower shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation 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 Affected Lender gives notice of its determination as described
above (which notice of rescission Administrative Agent shall promptly transmit
to each other Lender by telefacsimile or electronic mail). Except as provided in
the immediately preceding sentence, nothing in this subsection 2.6C shall affect
the obligation of any Lender other than an Affected Lender to make or maintain
Loans as, or to convert Loans to, LIBOR Loans in accordance with the terms of
this Agreement.

D. Compensation For Breakage or Non-Commencement of Interest Periods. Borrower
shall compensate each Lender, upon written request by that Lender (which request
shall set forth the basis for requesting such amounts), for all reasonable
losses, expenses and liabilities (including any interest paid by that Lender to
lenders of funds borrowed by it to make or carry its LIBOR Loans and any loss,
expense or liability sustained by that Lender in connection with the liquidation
or re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender) a borrowing of any LIBOR Loan does
not occur on a date specified therefor in a Notice of Borrowing or a telephonic
request for borrowing, or a conversion to or continuation of any LIBOR Loan does
not occur on a date specified therefor in a Notice of Conversion/Continuation or
a telephonic request for conversion or continuation, (ii) if any prepayment
(including any prepayment pursuant to subsection 2.4B(i)) or other principal
payment or any conversion of any of its LIBOR Loans occurs on a date prior to
the last day of an Interest Period applicable to that Loan, (iii) if any
prepayment of any of its LIBOR Loans is not made on any date specified in a
notice of prepayment given by Borrower, or (iv) as a consequence of any other
default by Borrower in the repayment of its LIBOR Loans when required by the
terms of this Agreement.

E. Booking of LIBOR Loans.  Any Lender may make,  carry or transfer  LIBOR Loans
at,  to, or for the  account  of any of its  branch  offices or the office of an
Affiliate of that Lender.

F. Assumptions Concerning Funding of LIBOR Loans. Calculation of all amounts
payable to a Lender under this subsection 2.6 and under subsection 2.7A shall be
made as though that Lender had actually funded each of its relevant LIBOR Loans
through the purchase of a Eurodollar deposit bearing interest at the rate
obtained pursuant to clause (i) of the definition of Adjusted LIBOR in an amount
equal to the amount of such LIBOR Loan and having a maturity comparable to the
relevant Interest Period and through the transfer of such Eurodollar deposit
from an offshore office of that Lender to a domestic office of that Lender in
the United States of America; provided, however, that each Lender may fund each
of its LIBOR Loans in any manner it sees fit and the foregoing assumptions shall
be utilized only for the purposes of calculating amounts payable under this
subsection 2.6 and under subsection 2.7A.

G. LIBOR Loans After Default. After the occurrence of and during the
continuation of a Potential Event of Default or an Event of Default, (i)
Borrower may not elect to have a Loan be made or maintained as, or converted to,
a LIBOR Loan after the expiration of any Interest Period then in effect for that
Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of
Borrowing or Notice of Conversion/ Continuation given by Borrower with respect
to a requested borrowing or conversion/ continuation that has not yet occurred
shall be deemed to be rescinded by Borrower.

2.7      Increased Costs; Taxes; Capital Adequacy.

A. Compensation for Increased Costs and Taxes. Subject to the provisions of
subsection 2.7B (which shall be controlling with respect to the matters covered
thereby), in the event that any Lender shall determine (which determination
shall, absent manifest error, be final and 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 with respect to this Agreement or any of its obligations
         hereunder 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 LIBOR Loans that are
         reflected in the definition of Adjusted LIBOR); 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 interbank Eurodollar 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, Borrower shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this subsection
2.7A, which statement shall be conclusive and binding upon all parties hereto
absent manifest error.

B.       Withholding of Taxes.

(i)      Payments to Be Free and Clear. Unless otherwise required by applicable
         law, all sums payable by Borrower under this Agreement and the other
         Loan Documents shall be paid free and clear of, and without any
         deduction or withholding on account of, any 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 Borrower.

(ii)     Grossing-up of Payments. If Borrower or any other Person is required by
         law to make any deduction or withholding on account of any such Tax
         from any sum paid or payable by Borrower to Administrative Agent or any
         Lender under any of the Loan Documents:

(a) Borrower shall notify  Administrative  Agent of any such  requirement or any
change in any such requirement as soon as Borrower becomes aware of it;

(b) Borrower shall pay any such Tax when such Tax is due,  regardless of whether
the  liability  for  payment  of such Tax (i) is  imposed  on  Borrower  itself,
Administrative  Agent or any Lender or (ii)  relates to any  portion of any sums
paid or payable to any Lender  under any of the Loan  Documents  with respect to
which such Lender does not act for its own account;

(c) the sum  payable by  Borrower  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

(d) within 30 days after paying any sum from which it is required by law to make
any deduction or  withholding,  and within 30 days after the due date of payment
of any Tax which it is  required  by clause  (b)  above to pay,  Borrower  shall
deliver  to   Administrative   Agent  and/or  other  affected  parties  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 that no such additional amount shall be required to be paid to
         any Lender under clause (c) above (i) to the extent such additional
         amount relates to a portion of any sums paid or payable to such Lender
         under any of the Loan Documents with respect to which such Lender does
         not act for its own account, or (ii) except to the extent that any
         change after the date such Lender became a Lender in any such
         requirement for a deduction, withholding or payment as is mentioned
         therein shall result in an increase in the rate of such deduction,
         withholding or payment from that in effect at the date on which such
         Lender became a Lender, in respect of payments to such Lender.

(iii)    Evidence of Exemption from U.S. Withholding Tax.
         --------------------------------------------------

(a) Each Lender that is organized under the laws of any jurisdiction  other than
the  United  States or any state or other  political  subdivision  thereof  (for
purposes of this  subsection  2.7B(iii),  a "Non-US  Lender")  shall  deliver to
Administrative  Agent and to  Borrower,  on or prior to the Closing Date (in the
case of each Lender listed on the signature  pages hereof) or on or prior to the
date of the Assignment  Agreement  pursuant to which it becomes a Lender (in the
case of each other  Lender),  and at such other times as may be necessary in the
determination  of  Borrower  or  Administrative  Agent  (each in the  reasonable
exercise of its  discretion),  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,  or, in the case of a Non-US Lender claiming  exemption
from United States federal withholding tax under Section 871(h) or 881(c) of the
Internal Revenue Code with respect to payments of "portfolio  interest",  a form
W-8BEN,  and,  in the  case  of a  Lender  that  has  certified  in  writing  to
Administrative Agent that it is not a "bank" (as defined in Section 881(c)(3)(A)
of the Internal Revenue Code), a certificate of such Lender certifying that such
Lender is not (i) a "bank"  for  purposes  of  Section  881(c)  of the  Internal
Revenue  Code,  (ii) a  ten-percent  shareholder  (within the meaning of Section
871(h)(3)(B)  of the Internal  Revenue Code) of Borrower,  or (iii) a controlled
foreign corporation related to Borrower (within the meaning of Section 864(d)(4)
of the Internal  Revenue Code) in each case together with any other  certificate
or  statement  of  exemption  required  under the  Internal  Revenue Code or the
regulations  issued  thereunder to establish  that such Lender is not subject to
United  States  withholding  tax with  respect to any payments to such Lender of
interest payable under any of the Loan Documents.

(b) Each Non-US  Lender,  to the extent it does not act or ceases to act for its
own  account  with  respect  to any  portion of any sums paid or payable to such
Lender under any of the Loan  Documents  (for example,  in the case of a typical
participation  by such  Lender),  shall deliver to  Administrative  Agent and to
Borrower,  on or prior to the Closing Date (in the case of each Lender listed on
the  signatures  pages  hereof),  on or  prior  to the  date  of the  Assignment
Agreement  pursuant  to which it  becomes  a Lender  (in the case of each  other
Lender),  or on such  later  date  when  such  Lender  ceases to act for its own
account  with  respect to any portion of any such sums paid or  payable,  and at
such  other  times as may be  necessary  in the  determination  of  Borrower  or
Administrative  Agent (each in the reasonable  exercise of its discretion),  (1)
two original  copies of the forms or statements  required to be provided by such
Lender under subsection  2.7B(iii)(a),  properly  completed and duly executed by
such  Lender,  to  establish  the portion of any such sums paid or payable  with
respect to which such  Lender  acts for its own  account  that is not subject to
United States  withholding  tax, and (2) two original copies of Internal Revenue
Service  Form  W-8IMY  (or any  successor  forms)  properly  completed  and duly
executed by such Lender,  together  with any  information,  if any,  such Lender
chooses to transmit with such form,  and any other  certificate  or statement of
exemption  required under the Internal  Revenue Code or the  regulations  issued
thereunder, to establish that such Lender is not acting for its own account with
respect to a portion of any such sums payable to such Lender.

(c) Each  Non-US  Lender  hereby  agrees,  from time to time  after the  initial
delivery  by such  Lender of such  forms,  whenever a lapse in time or change in
circumstances  renders such forms,  certificates  or other evidence so delivered
obsolete or inaccurate  in any material  respect or in the event that, by virtue
of a change in law or regulations,  such forms are no longer valid evidence of a
person's exemption from withholding tax which is reasonably  satisfactory to the
Borrower,  that such Lender shall promptly (1) deliver to  Administrative  Agent
and to Borrower two original  copies of renewals,  amendments  or  additional or
successor forms,  properly completed and duly executed by such Lender,  together
with any other  certificate  or  statement  of  exemption  required  in order to
confirm  or  establish  that  such  Lender  is  not  subject  to  United  States
withholding tax with respect to payments to such Lender under the Loan Documents
and, as the case may be, that such Lender does not act for its own account  with
respect to any portion of any such payments,  or (2) notify Administrative Agent
and Borrower of its inability to deliver any such forms,  certificates  or other
evidence.

(d) Borrower  shall not be required to pay any  additional  amount to any Non-US
Lender under clause (c) of subsection  2.7B(ii) if such Lender shall have failed
to satisfy  the  requirements  of clause (a),  (b) or (c)(1) of this  subsection
2.7B(iii); provided that if such Lender shall have satisfied the requirements of
subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing in this
subsection  2.7B(iii)(d)  shall  relieve  Borrower of its  obligation to pay any
amounts pursuant to subsection 2.7B(ii)(c) 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 in subsection 2.7B(iii)(a).

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

2.8      Obligation of Lenders and Issuing Lenders to Mitigate.

         Each Lender and Issuing Lender agrees that, as promptly as practicable
after the officer of such Lender or Issuing Lender responsible for administering
the Loans or Letters of Credit of such Lender or Issuing Lender, 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 or Issuing Lender to receive payments under subsection 2.7 or
subsection 3.6, it will, to the extent not inconsistent with the internal
policies of such Lender or Issuing Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make, issue, fund or maintain the
Commitments of such Lender or the affected Loans or Letters of Credit of such
Lender or Issuing Lender through another lending or letter of credit office of
such Lender or Issuing Lender, or (ii) take such other measures as such Lender
or Issuing 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 or Issuing Lender pursuant to subsection 2.7 or subsection 3.6 would be
materially reduced and if, as determined by such Lender or Issuing Lender in its
sole discretion, the making, issuing, funding or maintaining of such Commitments
or Loans or Letters of Credit through such other lending or letter of credit
office or in accordance with such other measures, as the case may be, would not
otherwise materially adversely affect such Commitments or Loans or Letters of
Credit or the interests of such Lender or Issuing Lender; provided that such
Lender or Issuing Lender will not be obligated to utilize such other lending or
letter of credit office pursuant to this subsection 2.8 unless Borrower agrees
to pay all incremental expenses incurred by such Lender or Issuing Lender as a
result of utilizing such other lending or letter of credit office as described
in clause (i) above. A certificate as to the amount of any such expenses payable
by Borrower pursuant to this subsection 2.8 (setting forth in reasonable detail
the basis for requesting such amount) submitted by such Lender or Issuing Lender
to Borrower (with a copy to Administrative Agent) shall be conclusive absent
manifest error.

Section 3.        LETTERS OF CREDIT

3.1  Issuance  of Letters  of Credit and  Lenders'  Purchase  of  Participations
Therein.

A. Letters of Credit. In addition to Borrower requesting that Lenders make
Revolving Loans pursuant to subsection 2.1A(ii) and that Swing Line Lender make
Swing Line Loans pursuant to subsection 2.1A(iii), Borrower may request, in
accordance with the provisions of this subsection 3.1, from time to time during
the period from the Closing Date to but excluding the Revolving Loan Commitment
Termination Date, that one or more Lenders issue Letters of Credit for the
account of Borrower for the purposes specified in the definition of Letters of
Credit. Subject to the terms and conditions of this Agreement and in reliance
upon the representations and warranties of Borrower herein set forth, any one or
more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be
obligated to, issue such Letters of Credit in accordance with the provisions of
this subsection 3.1; provided that Borrower shall not request that any Lender
issue (and no Lender shall issue):

(i) any Letter of Credit if, after  giving  effect to such  issuance,  the Total
Utilization  of  Revolving  Loan  Commitments  would  exceed  the  lesser of the
Revolving Loan Commitments or the Borrowing Base then in effect;

(ii) any Letter of Credit if, after giving effect to such  issuance,  the Letter
of Credit Usage would exceed $15,000,000;

(iii) any Letter of Credit having an  expiration  date later than the earlier of
(a) ten days prior to the Revolving Loan  Commitment  Termination  Date, and (b)
the date which is one year from the date of  issuance  of such Letter of Credit;
provided that the immediately preceding clause (b) shall not prevent any Issuing
Lender (but subject to clause (a) above) from  agreeing  that a Letter of Credit
will  automatically be extended for one or more successive periods not to exceed
one year each  unless  such  Issuing  Lender  elects  not to extend for any such
additional period; and provided further that such Issuing Lender shall elect not
to extend such Letter of Credit if it has knowledge  that an Event of Default or
Potential  Event of Default has  occurred  and is  continuing  (and has not been
waived in accordance with subsection  10.6) at the time such Issuing Lender must
elect whether or not to allow such extension;

(iv)     any Letter of Credit denominated in a currency other than Dollars; or

(v) any  Letter of  Credit  that is  otherwise  unacceptable  to the  applicable
Issuing Lender in its reasonable discretion.

B.       Mechanics of Issuance.

(i) Notice of Issuance.  Whenever  Borrower  desires the issuance of a Letter of
Credit, it shall deliver to Administrative  Agent a Notice of Issuance of Letter
of Credit  substantially in the form of Exhibit III annexed hereto no later than
12:00  Noon (New York City time) at least five  Business  Days,  or in each case
such shorter  period as may be agreed to by the Issuing Lender in any particular
instance, in advance of the proposed date of issuance. The Notice of Issuance of
Letter of Credit shall specify (a) the proposed date of issuance (which shall be
a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration
date of the Letter of Credit,  (d) the name and address of the beneficiary,  and
(e) either the verbatim  text of the  proposed  Letter of Credit or the proposed
terms and conditions  thereof,  including a precise description of any documents
to be presented by the beneficiary  which, if presented by the beneficiary prior
to the expiration date of the Letter of Credit, would require the Issuing Lender
to make payment under the Letter of Credit; provided that the Issuing Lender, in
its  reasonable  discretion,  may  require  changes in the text of the  proposed
Letter of Credit or any such documents; and provided,  further that no Letter of
Credit shall require payment against a conforming draft to be made thereunder on
the same Business Day (under the laws of the jurisdiction in which the office of
the Issuing  Lender to which such draft is required to be  presented is located)
that such draft is presented if such  presentation  is made after 12:00 Noon (in
the time zone of such office of the Issuing Lender) on such Business Day.

                  Borrower shall notify the applicable Issuing Lender (and
         Administrative Agent, if Administrative Agent is not such Issuing
         Lender) prior to the issuance of any Letter of Credit in the event that
         any of the matters to which Borrower is required to certify in the
         applicable Notice of Issuance of Letter of Credit is no longer true and
         correct as of the proposed date of issuance of such Letter of Credit,
         and upon the issuance of any Letter of Credit Borrower shall be deemed
         to have re-certified, as of the date of such issuance, as to the
         matters to which Borrower is required to certify in the applicable
         Notice of Issuance of Letter of Credit.

(ii) Determination of Issuing Lender. Upon receipt by Administrative  Agent of a
Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting
the issuance of a Letter of Credit, in the event  Administrative Agent elects to
issue such  Letter of Credit,  Administrative  Agent  shall  promptly  so notify
Borrower,  and  Administrative  Agent shall be the Issuing  Lender with  respect
thereto. In the event that Administrative Agent, in its sole discretion,  elects
not to issue such  Letter of Credit,  Administrative  Agent  shall  promptly  so
notify Borrower,  whereupon  Borrower may request any other Lender to issue such
Letter of Credit by delivering to such Lender a copy of the applicable Notice of
Issuance of Letter of Credit.  Any Lender so  requested  to issue such Letter of
Credit shall promptly notify Borrower and  Administrative  Agent whether or not,
in its sole discretion,  it has elected to issue such Letter of Credit,  and any
such Lender  which so elects to issue such Letter of Credit shall be the Issuing
Lender with respect thereto.

(iii)    Issuance of Letter of Credit. Upon satisfaction or waiver (in
         accordance with subsection 10.6) of the conditions set forth in
         subsection 4.3, the Issuing Lender shall issue the requested Letter of
         Credit in accordance with the Issuing Lender's standard operating
         procedures.

(iv)     Notification to Lenders. Upon the issuance of any Letter of Credit the
         applicable Issuing Lender shall promptly notify Administrative Agent
         and each other Lender of such issuance by telefacsimile or electronic
         mail (or by telephone promptly confirmed by telefacsimile or electronic
         mail). Promptly after receipt of such notice (or, if Administrative
         Agent is the Issuing Lender, together with such notice), Administrative
         Agent shall notify each Lender by telefacsimile or electronic mail (or
         by telephone promptly confirmed by telefacsimile or electronic mail) of
         the amount of such Lender's respective participation in such Letter of
         Credit, determined in accordance with subsection 3.1C.

C. Lenders' Purchase of Participations in Letters of Credit. Immediately upon
the issuance of each Letter of Credit, each Lender with a Revolving Loan
Commitment shall be deemed to, and hereby agrees to, have irrevocably purchased
from the Issuing Lender a participation in such Letter of Credit and any
drawings honored thereunder in an amount equal to such Lender's Pro Rata Share
of the maximum amount which is or at any time may become available to be drawn
thereunder.

3.2      Letter of Credit Fees.

                  Borrower agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

(i)      with respect to each Letter of Credit, (a) a fronting fee, payable
         directly to the applicable Issuing Lender for its own account, equal to
         0.125% per annum of the daily amount available to be drawn under such
         Letter of Credit, and (b) a letter of credit fee, payable to
         Administrative Agent for the account of those Lenders with a Revolving
         Loan Commitment, equal to the Applicable LIBOR Margin for Revolving
         Loans multiplied by the daily amount available to be drawn under such
         Letter of Credit, each such fronting fee or letter of credit fee to be
         payable in arrears on the last Business Day of each March, June,
         September and December of each Fiscal Year commencing on the first such
         date to occur after the Closing Date, and computed on the basis of a
         360-day year for the actual number of days elapsed; and

(ii)     with respect to the issuance, amendment or transfer of each Letter of
         Credit and each payment of a drawing made thereunder (without
         duplication of the fees payable under clause (i) above), documentary
         and processing charges payable directly to the applicable Issuing
         Lender for its own account in accordance with such Issuing Lender's
         standard schedule for such charges in effect at the time of such
         issuance, amendment, transfer or payment, as the case may be.

For purposes of calculating any fees payable under clauses (i) and (ii) of this
subsection 3.2, the daily amount available to be drawn under any Letter of
Credit shall be determined as of the close of business on any date of
determination. Promptly upon receipt by Administrative Agent of any amount
described in clause (i) or (ii) of this subsection 3.2, Administrative Agent
shall distribute to each Lender with a Revolving Loan Commitment its Pro Rata
Share of such amount.

3.3      Drawings and Reimbursement of Amounts Paid Under Letters of Credit.
         ------------------------------------------------------------------

A. Responsibility of Issuing Lender With Respect to Drawings. In determining
whether to honor any drawing under any Letter of Credit by the beneficiary
thereof, the Issuing Lender shall be responsible only to examine the documents
delivered under such Letter of Credit with reasonable care so as to ascertain
whether they appear on their face to be in accordance with the terms and
conditions of such Letter of Credit.

B. Reimbursement by Borrower of Amounts Paid Under Letters of Credit. In the
event an Issuing Lender has determined to honor a drawing under a Letter of
Credit issued by it, such Issuing Lender shall immediately notify Borrower and
Administrative Agent, and Borrower shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the "Reimbursement Date") in an amount in Dollars and in same day funds
equal to the amount of such honored drawing plus interest thereon at the rate of
interest for Revolving Loans that are Base Rate Loans for the period from the
date of drawing to the Reimbursement Date; provided that, anything contained in
this Agreement to the contrary notwithstanding, (i) unless Borrower shall have
notified Administrative Agent and such Issuing Lender prior to 12:00 Noon (New
York City time) on the date such drawing is honored that Borrower intends to
reimburse such Issuing Lender for the amount of such honored drawing plus such
interest with funds other than the proceeds of Revolving Loans, Borrower shall
be deemed to have given a timely Notice of Borrowing to Administrative Agent
requesting Lenders to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the amount of such honored
drawing plus such interest (and Administrative Agent shall promptly give notice
thereof to each Lender by telefacsimile or electronic mail or by telephone
promptly confirmed by telefacsimile or electronic mail), and (ii) subject to
satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders
shall, on or before the Business Day immediately following the Reimbursement
Date, make Revolving Loans that are Base Rate Loans in the amount of such
honored drawing plus interest thereon at the rate of interest for Revolving
Loans that are Base Rate Loans for the period from the date of drawing to the
date on which such Revolving Loans are made, the proceeds of which shall be
applied directly by Administrative Agent to reimburse such Issuing Lender for
the amount of such honored drawing; and provided, further, that if for any
reason proceeds of Revolving Loans are not received by such Issuing Lender on or
before the Business Day immediately following the Reimbursement Date in an
amount equal to the amount of such honored drawing plus interest thereon at the
rate of interest for Revolving Loans that are Base Rate Loans for the period
from the date of drawing to the date on which such Revolving Loans are made,
Borrower shall reimburse such Issuing Lender, on demand, in an amount in same
day funds equal to the excess of (x) the amount of such honored drawing plus
interest thereon at the Base Rate for the period from the date of drawing to the
date on which such Revolving Loans are made over (y) the aggregate amount of
such Revolving Loans, if any, which are so received. Nothing in this subsection
3.3B shall be deemed to relieve any Lender from its obligation to make Revolving
Loans on the terms and conditions set forth in this Agreement, and Borrower
shall retain any and all rights it may have against any Lender resulting from
the failure of such Lender to make such Revolving Loans under this subsection
3.3B.

C.      Payment by Lenders of Unreimbursed Amounts Paid Under Letters of Credit.

(i) Payment by Lenders.  In the event that Borrower shall fail for any reason to
reimburse any Issuing  Lender as provided in subsection  3.3B in an amount equal
to the amount of any drawing  honored by such  Issuing  Lender under a Letter of
Credit issued by it, such Issuing Lender shall promptly notify each other Lender
with a Revolving  Loan  Commitment  of the  unreimbursed  amount of such honored
drawing and of such other  Lender's  respective  participation  therein based on
such Lender's Pro Rata Share of the Revolving Loan  Commitment by  telefacsimile
or  electronic  mail or by  telephone  promptly  confirmed by  telefacsimile  or
electronic  mail.  Each  Lender  with a  Revolving  Loan  Commitment  shall make
available   to  such  Issuing   Lender  an  amount   equal  to  its   respective
participation,  in Dollars and in same day funds,  at the office of such Issuing
Lender  specified in such notice,  not later than 2:00 P.M. (New York City time)
on the first  Business  Day  (under the laws of the  jurisdiction  in which such
office of such  Issuing  Lender is  located)  after  the date  notified  by such
Issuing  Lender.  In the event that any Lender with a Revolving Loan  Commitment
fails to make  available to such Issuing  Lender on such Business Day the amount
of such  Lender's  participation  in such  Letter of Credit as  provided in this
subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on
demand from such Lender together with interest  thereon at the rate  customarily
used by such Issuing  Lender for the  correction of errors among banks for three
Business Days and thereafter at the Base Rate.  Nothing in this  subsection 3.3C
shall be deemed to prejudice the right of any Lender to recover from any Issuing
Lender any amounts made available by such Lender to such Issuing Lender pursuant
to this subsection 3.3C in the event that it is determined by the final judgment
of a court of competent  jurisdiction  that the payment with respect to a Letter
of Credit by such  Issuing  Lender in respect of which  payment was made by such
Lender  constituted  gross negligence or willful  misconduct on the part of such
Issuing Lender.

(ii)  Distribution to Lenders of Reimbursements  Received From Borrower.  In the
event any Issuing Lender shall have been reimbursed by other Lenders pursuant to
subsection 3.3C(i) for all or any portion of any drawing honored by such Issuing
Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly
distribute to each other Lender with a Revolving Loan Commitment  which has paid
all amounts payable by it under subsection  3.3C(i) with respect to such honored
drawing such other Lender's Pro Rata Share of the Revolving  Loan  Commitment of
all  payments  subsequently  received by such  Issuing  Lender from  Borrower in
reimbursement of such honored drawing when such payments are received.  Any such
distribution  shall be made to a Lender at its  primary  address set forth below
its name on the  appropriate  signature  page hereof or at such other address as
such Lender may request.

D.       Interest on Amounts Paid Under Letters of Credit.

(i) Payment of  Interest by  Borrower.  Borrower  agrees to pay to each  Issuing
Lender,  with respect to drawings  honored under any Letters of Credit issued by
it,  interest on the amount paid by such Issuing  Lender in respect of each such
honored  drawing from the date such drawing is honored to but excluding the date
such amount is reimbursed by Borrower  (including any such  reimbursement out of
the proceeds of Revolving Loans pursuant to subsection  3.3B) at a rate equal to
(a) for the period from the date such  drawing is honored to but  excluding  the
Reimbursement Date, the rate then in effect under this Agreement with respect to
Revolving  Loans  that are Base Rate Loans and (b)  thereafter,  a rate which is
2.00% per annum in excess of the rate of interest  otherwise  payable under this
Agreement  with  respect to Revolving  Loans that are Base Rate Loans.  Interest
payable pursuant to this subsection  3.3D(i) shall be computed on the basis of a
365-day or  366-day  year,  as the case may be,  for the  actual  number of days
elapsed in the period during which it accrues and shall be payable on demand or,
if no demand is made, on the date on which the related drawing under a Letter of
Credit is reimbursed in full.

(ii) Distribution of Interest Payments by Issuing Lender.  Promptly upon receipt
by any Issuing Lender of any payment of interest pursuant to subsection  3.3D(i)
with  respect to a drawing  honored  under a Letter of Credit  issued by it, (a)
such Issuing Lender shall  distribute to each other Lender with a Revolving Loan
Commitment,  out of the interest  received by such Issuing  Lender in respect of
the period from the date such  drawing is honored to but  excluding  the date on
which  such  Issuing  Lender  is  reimbursed  for the  amount  of  such  drawing
(including  any  such  reimbursement  out of the  proceeds  of  Revolving  Loans
pursuant to subsection  3.3B), the amount that such other Lender would have been
entitled  to receive in respect of the letter of credit fee that would have been
payable  in  respect  of such  Letter  of Credit  for such  period  pursuant  to
subsection  3.2 if no drawing had been honored under such Letter of Credit,  and
(b) in the event such Issuing Lender shall have been reimbursed by other Lenders
pursuant to subsection  3.3C(i) for all or any portion of such honored  drawing,
such Issuing Lender shall  distribute to each other Lender with a Revolving Loan
Commitment  which has paid all amounts  payable by it under  subsection  3.3C(i)
with respect to such honored  drawing such other  Lender's Pro Rata Share of the
Revolving  Loan  Commitment of any interest  received by such Issuing  Lender in
respect of that portion of such honored  drawing so  reimbursed by other Lenders
for the period from the date on which such Issuing  Lender was so  reimbursed by
other  Lenders to but  excluding  the date on which such portion of such honored
drawing is  reimbursed  by Borrower.  Any such  distribution  shall be made to a
Lender  at its  primary  address  set forth  below  its name on the  appropriate
signature page hereof or at such other address as such Lender may request.

3.4      Obligations Absolute.

         The obligation of Borrower to reimburse each Issuing Lender for
drawings honored under the Letters of Credit issued by it and to repay any
Revolving Loans made by Lenders pursuant to subsection 3.3B and the obligations
of Lenders under subsection 3.3C(i) shall be unconditional and irrevocable and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances including any of the following circumstances:

(i)      any lack of validity or enforceability of any Letter of Credit;

(ii)     the existence of any claim, set-off, defense or other right which
         Borrower or any Lender may have at any time against a beneficiary or
         any transferee of any Letter of Credit (or any Persons for whom any
         such transferee may be acting), any Issuing Lender or other Lender or
         any other Person or, in the case of a Lender, against Borrower, whether
         in connection with this Agreement, the transactions contemplated herein
         or any unrelated transaction (including any underlying transaction
         between Borrower or one of its Subsidiaries and the beneficiary for
         which any Letter of Credit was procured);

(iii)    any draft or other document presented under any Letter of Credit
         proving to be forged, fraudulent, invalid or insufficient in any
         respect or any statement therein being untrue or inaccurate in any
         respect;

(iv)     payment by the applicable Issuing Lender under any Letter of Credit
         against presentation of a draft or other document which does not
         substantially comply with the terms of such Letter of Credit;

(v)  any  adverse  change  in  the  business,  operations,  properties,  assets,
condition  (financial  or  otherwise)  or  prospects  of  Borrower or any of its
Subsidiaries;

(vi) any  breach of this  Agreement  or any  other  Loan  Document  by any party
thereto;

(vii) any other circumstance or happening whatsoever,  whether or not similar to
any of the foregoing; or

(viii) the fact that an Event of Default or a Potential  Event of Default  shall
have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

3.5      Indemnification; Nature of Issuing Lenders' Duties.

A.  Indemnification.  In addition to amounts  payable as provided in  subsection
3.6,  Borrower hereby agrees to protect,  indemnify,  pay and save harmless each
Issuing  Lender and each  other  Lender  from and  against  any and all  claims,
demands,  liabilities,  damages,  losses, costs, charges and expenses (including
reasonable  fees,  expenses and  disbursements of counsel and allocated costs of
internal  counsel)  which such Issuing Lender or any such other Lender may incur
or be subject to as a  consequence,  direct or indirect,  of (i) the issuance of
any Letter of Credit by such Issuing  Lender,  other than as a result of (a) the
gross negligence or willful misconduct of such Issuing Lender as determined by a
final  judgment  of a court of  competent  jurisdiction  or (b)  subject  to the
following clause (ii), the wrongful  dishonor by such Issuing Lender of a proper
demand for  payment  made  under any  Letter of Credit  issued by it or (ii) the
failure  of such  Issuing  Lender  to honor a drawing  under any such  Letter of
Credit as a result of any act or omission,  whether rightful or wrongful, of any
present or future de jure or de facto government or governmental  authority (all
such acts or omissions herein called "Governmental Acts").

B. Nature of Issuing Lenders' Duties. As between Borrower and any Issuing
Lender, Borrower assumes all risks of the acts and omissions of, or misuse of
the Letters of Credit issued by such Issuing Lender by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, such Issuing Lender shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including any Governmental Acts, and none of the
above shall affect or impair, or prevent the vesting of, any of such Issuing
Lender's or any other Lender's rights or powers hereunder.

         In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 3.5B, any action
taken or omitted by any Issuing Lender under or in connection with the Letters
of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith, shall not put such Issuing Lender or any
other Lender under any resulting liability to Borrower.

         Notwithstanding anything to the contrary contained in this subsection
3.5, Borrower shall retain any and all rights it may have against any Issuing
Lender for any liability arising solely out of the gross negligence or willful
misconduct of such Issuing Lender, as determined by a final judgment of a court
of competent jurisdiction.

3.6      Increased Costs and Taxes Relating to Letters of Credit.

         Subject to the provisions of subsection 2.7B (which shall be
controlling with respect to the matters covered thereby), in the event that any
Issuing Lender or Lender 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 any
Issuing Lender or 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 Issuing Lender or Lender (or its applicable lending or
         letter of credit office) to any additional Tax (other than any Tax on
         the overall net income of such Issuing Lender or Lender) with respect
         to the issuing or maintaining of any Letters of Credit or the
         purchasing or maintaining of any participations therein or any other
         obligations under this Section 3, whether directly or by such being
         imposed on or suffered by any particular Issuing Lender;

(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 in
         respect of any Letters of Credit issued by any Issuing Lender or
         participations therein purchased by any Lender; or

(iii)    imposes any other condition (other than with respect to a Tax matter)
         on or affecting such Issuing Lender or Lender (or its applicable
         lending or letter of credit office) regarding this Section 3 or any
         Letter of Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to such Issuing
Lender or Lender of agreeing to issue, issuing or maintaining any Letter of
Credit or agreeing to purchase, purchasing or maintaining any participation
therein or to reduce any amount received or receivable by such Issuing Lender or
Lender (or its applicable lending or letter of credit office) with respect
thereto; then, in any case, Borrower shall promptly pay to such Issuing Lender
or Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts as may be necessary to compensate such Issuing
Lender or Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Issuing Lender or Lender shall deliver to Borrower a
written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to such Issuing Lender or Lender under this
subsection 3.6, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

Section 4.        CONDITIONS TO LOANS AND LETTERS OF CREDIT

         The obligations of Lenders to make Loans and the issuance of Letters of
Credit hereunder are subject to the satisfaction of the following conditions.

4.1 Conditions to Term Loans and Initial Revolving Loans and Swing Line Loans.

         The obligations of Lenders to make the Term Loans and any Revolving
Loans and Swing Line Loans to be made on the Closing Date are, in addition to
the conditions precedent specified in subsection 4.2, subject to prior or
concurrent satisfaction of the following conditions:

A. Loan Party  Documents.  On or before the Closing Date,  Borrower  shall,  and
shall  cause each other Loan Party and BJI Mexico to,  deliver to Lenders (or to
Administrative  Agent for Lenders with sufficient  originally  executed  copies,
where  appropriate,  for each Lender and its counsel) the following with respect
to Borrower,  such Loan Party or BJI Mexico,  as the case may be,  each,  unless
otherwise noted, dated the Closing Date:

(i)      Certified copies of the Certificate or Articles of Incorporation or
         similar formation documents of such Person, together with a good
         standing certificate from the Secretary of State of its jurisdiction of
         incorporation and each other state in which such Person is qualified as
         a foreign corporation to do business and, to the extent generally
         available, a certificate or other evidence of good standing as to
         payment of any applicable franchise or similar taxes from the
         appropriate taxing authority of each of such jurisdictions, each dated
         a recent date prior to the Closing Date;

(ii)     Copies of the Bylaws or other similar organizational documents of such
         Person, certified as of the Closing Date by such Person's corporate
         secretary or an assistant secretary;

(iii)    Resolutions of the Board of Directors or other similar governing body
         of such Person approving and authorizing the execution, delivery and
         performance of the Loan Documents and Related Agreements to which it is
         a party, certified as of the Closing Date by the corporate secretary or
         an assistant secretary of such Person as being in full force and effect
         without modification or amendment;

(iv)  Signature  and  incumbency  certificates  of the  officers  of such Person
executing the Loan Documents to which it is a party;

(v) Executed  originals  of the Loan  Documents to which such Person is a party;
and

(vi)     Such other documents as Administrative Agent may reasonably request.

B. No Material  Adverse  Effect.  Since  December 31, 2000, no Material  Adverse
Effect (in the reasonable opinion of Administrative Agent) shall have occurred.

C.       Corporate and Capital Structure, Ownership, Management, Etc.

(i)      Corporate Structure. The corporate organizational structure of Holdings
         and its Subsidiaries, both before and after giving effect to the
         Acquisition, shall be as set forth on Schedule 4.1C annexed hereto, and
         shall be satisfactory to Administrative Agent and Lead Arranger.

(ii)     Capital Structure and Ownership. The capital structure and ownership of
         Borrower and Holdings, both before and after giving effect to the
         Acquisition, shall be as set forth on Schedule 4.1C, and shall be
         satisfactory to Administrative Agent and Lead Arranger.

(iii)    Management; Employment Contracts. The management structure of Borrower
         after giving effect to the Acquisition shall be as set forth on
         Schedule 4.1C, and Administrative Agent shall have received copies of,
         and shall be satisfied with the form and substance of, any and all
         employment contracts with senior management of Borrower and BJI,
         including the Employment Agreements.

(iv)     Management Investors. Each of the Management Investors shall be
         identified as such on Schedule 4.1C. The name of each Management
         Investor shall be set forth on Schedule 4.1C along with (a) the amount
         of Borrower Common Stock to be owned by such Management Investor on the
         Closing Date immediately before giving effect to the Merger, the
         Acquisition and the other transactions contemplated by this Agreement,
         (b) and the amount of Holdings Common Stock to be owned by such
         Management Investor immediately after giving effect to the Merger, the
         Acquisition and the other transactions contemplated by this Agreement.

D. Necessary Governmental Authorizations and Consents; Expiration of Waiting
Periods, Etc. Borrower shall have obtained all Governmental Authorizations and
all consents of other Persons, in each case that are necessary or advisable in
connection with the Acquisition, the other transactions contemplated by the Loan
Documents and the Related Agreements, and the continued operation of the
business conducted by Borrower and its Subsidiaries in substantially the same
manner as conducted prior to the consummation of the Acquisition, and each of
the foregoing shall be in full force and effect, in each case other than those
the failure to obtain or maintain which, either 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 Acquisition or the financing thereof.
No action, request for stay, petition for review or rehearing, reconsideration,
or appeal with respect to any of the foregoing shall be pending, and the time
for any applicable agency to take action to set aside its consent on its own
motion shall have expired.

E.       Related Agreements.

(i)  Approval of Related  Agreements.  Each of the Related  Agreements  shall be
satisfactory in form and substance to Administrative Agent.

(ii)     Related Agreements in Full Force and Effect. Administrative Agent shall
         have received a fully executed or conformed copy of each Related
         Agreement and any documents executed in connection therewith, and each
         Related Agreement shall be in full force and effect and no provision
         thereof shall have been modified or waived in any respect determined by
         Administrative Agent to be material, in each case without the consent
         of Administrative Agent.

F. Termination of Existing Credit Agreements and Related Liens; Existing Letters
of Credit. On the Closing Date, Borrower and its Subsidiaries shall have (i)
repaid in full all outstanding Indebtedness of Borrower and its Subsidiaries,
other than Indebtedness permitted under subsection 7.1, (ii) terminated any
commitments to lend or make other extensions of credit thereunder, (iii)
delivered to Administrative Agent all documents or instruments necessary to
release all Liens securing Indebtedness or other obligations of Borrower and its
Subsidiaries thereunder, and (iv) made arrangements satisfactory to
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 Borrower and its Subsidiaries with respect thereto.

G.       Proceeds of Cash Contribution.

(i)      Equity Capitalization of Borrower. On the Closing Date, (a) Borrower
         shall have received the Cash Contribution Proceeds as a capital
         contribution on terms and conditions acceptable to Administrative Agent
         to provide a portion of the funds for the Acquisition, and all of the
         proceeds of the Cash Contribution shall have been used for such
         purpose, and (b) the WLFI Shareholders shall own no less than 70% of
         the outstanding Holdings Common Stock.

(ii)     Use of Cash Contribution Proceeds by Borrower. Borrower shall have
         provided evidence satisfactory to Administrative Agent that the
         proceeds of the Cash Contribution have been irrevocably committed,
         prior to the application of the proceeds of the Term Loans and any
         Revolving Loans made on the Closing Date, to the payment of a portion
         of the Acquisition.

(iii)    Sufficiency of Capitalization. Borrower shall have provided evidence
         satisfactory to Administrative Agent that the proceeds of the Cash
         Contribution, together with the proceeds of the initial Loans, are
         sufficient to consummate the Acquisition.

H.       Consummation of Merger, Acquisition and Share Contribution.

(i)      Consummation of Merger. Contemporaneously with the application of the
         proceeds of the initial Loans to be made on the Closing Date, the
         closing of the Merger shall have been consummated in all respects in
         accordance with the Merger Agreement and no term or condition of the
         Merger Agreement shall have been amended, supplemented, waived or
         otherwise modified in any respect determined by Administrative Agent to
         be material;

(ii) Conditions to Merger.  All conditions to the Merger set forth in the Merger
Agreement  shall have been satisfied or the  fulfillment of any such  conditions
shall have been waived with the consent of Administrative Agent;

(iii)  Effectiveness  of Merger.  The  Merger  shall have  become  effective  in
accordance  with the terms of the  Merger  Agreement  and the  Florida  Business
Corporation Act;

(iv) Florida  Filings.  Administrative  Agent shall have  received  satisfactory
evidence of the filing of the documents with the Secretary of State of the State
of Florida effecting the Merger on the Closing Date;

(v) Consummation of Acquisition.  The Acquisition shall have been consummated in
accordance with the terms of the Acquisition Agreement;

(vi)  Value of  Acquisition.  The  total  transaction  value of the  Acquisition
(including  the Share  Contribution)  as of the  Closing  Date  shall not exceed
$112,700,000;

(vii)  Transaction  Costs.  Transaction Costs shall not exceed  $9,000,000,  and
Administrative  Agent shall have received  evidence to its  satisfaction to such
effect;

(viii) Share Contribution.  The Share Contribution shall have been made on terms
and conditions acceptable to Administrative Agent; and

(ix)  Officers'  Certificate.   Administrative  Agent  shall  have  received  an
Officers'  Certificate of Borrower to the effect set forth in clauses (i)-(viii)
above.

I. Closing Date Mortgages;  Closing Date Mortgage Policies;  Etc. Administrative
Agent  shall  have  received  from  Borrower  and  each  applicable   Subsidiary
Guarantor:

(i)      Closing Date Mortgages. Fully executed and notarized Mortgages (each a
         "Closing Date Mortgage" and, collectively, the "Closing Date
         Mortgages"), in proper form for recording in all appropriate places in
         all applicable jurisdictions, encumbering each Real Property Asset
         listed in Schedule 4.1I annexed hereto (each a "Closing Date Mortgaged
         Property" and, collectively, the "Closing Date Mortgaged Properties");

(ii)  Title   Insurance.   (a)  ALTA  mortgagee  title  insurance   policies  or
unconditional commitments therefor (the "Closing Date Mortgage Policies") issued
by the  Title  Company  with  respect  to each  of the  Closing  Date  Mortgaged
Properties,  in amounts not less than the respective  amounts designated therein
with respect to any particular Closing Date Mortgaged  Properties,  insuring fee
simple  title to, or a valid  leasehold  interest  in,  each such  Closing  Date
Mortgaged Property vested in such Loan Party and assuring  Administrative  Agent
that the applicable  Closing Date Mortgages  create valid and enforceable  First
Priority  mortgage  Liens on the respective  Closing Date  Mortgaged  Properties
encumbered thereby,  subject only to a standard survey exception,  which Closing
Date Mortgage  Policies (1) shall include an endorsement  for mechanics'  liens,
for future  advances under this  Agreement and for any other matters  reasonably
requested  by  Administrative  Agent  and  (2)  shall  provide  for  affirmative
insurance and such reinsurance as Administrative  Agent may reasonably  request,
all  of  the  foregoing  in  form  and  substance  reasonably   satisfactory  to
Administrative Agent; and (b) evidence satisfactory to Administrative Agent that
such Loan Party has (i)  delivered  to the Title  Company all  certificates  and
affidavits  required by the Title Company in connection with the issuance of the
Closing  Date  Mortgage  Policies  and (ii) paid to the Title  Company or to the
appropriate  governmental  authorities  all  expenses  and premiums of the Title
Company in connection  with the issuance of the Closing Date  Mortgage  Policies
and all recording and stamp taxes (including  mortgage  recording and intangible
taxes)  payable in connection  with  recording the Closing Date Mortgages in the
appropriate real estate records;

(iii)    Title Reports. With respect to each Closing Date Mortgaged Property, a
         title report issued by the Title Company with respect thereto, dated
         not more than 30 days prior to the Closing Date and satisfactory in
         form and substance to Administrative Agent;

(iv)     [intentionally omitted]

(v) Matters Relating to Flood Hazard Properties.  (a) Evidence,  which may be in
the form of a letter from an  insurance  broker or a municipal  engineer,  as to
whether (1) any Closing Date Mortgaged  Property is a Flood Hazard  Property and
(2) the  community  in which  any such  Flood  Hazard  Property  is  located  is
participating in the National Flood Insurance Program, (b) if there are any such
Flood Hazard Properties, such Loan Party's written acknowledgement of receipt of
written  notification from Administrative  Agent (1) as to the existence of each
such Flood  Hazard  Property  and (2) as to whether the  community in which each
such Flood Hazard  Property is located is  participating  in the National  Flood
Insurance  Program,  and (c) in the  event any such  Flood  Hazard  Property  is
located  in a  community  that  participates  in the  National  Flood  Insurance
Program,  evidence that Borrower has obtained flood insurance in respect of such
Flood Hazard Property to the extent required under the applicable regulations of
the Board of Governors of the Federal Reserve System;

(vi)     Environmental Indemnity. An environmental indemnity agreement executed
         by each of the Loan Parties, satisfactory in form and substance to
         Administrative Agent and its counsel, with respect to the
         indemnification of Administrative Agent and Lenders for any liabilities
         that may be imposed on or incurred by any of them as a result of any
         Hazardous Materials Activity; and

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

J. Security Interests in Personal and Mixed Property. To the extent not
otherwise satisfied pursuant to subsection 4.1I, Administrative Agent shall have
received evidence satisfactory to it that Borrower and Subsidiary Guarantors
shall have taken or caused to be taken all such actions, executed and delivered
or caused to be executed and delivered all such agreements, documents and
instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (iii), (iv)
and (v) below) that may be necessary or, in the opinion of Administrative Agent,
desirable in order to create in favor of Administrative Agent, for the benefit
of Lenders, a valid and (upon such filing and recording) perfected First
Priority security interest in the entire personal and mixed property Collateral.
Such actions shall include the following:

(i) Schedules to the Collateral  Documents.  Delivery to Administrative Agent of
accurate  and  complete  schedules  to  all  of the  applicable  the  Collateral
Documents;

(ii)     Stock Certificates and Instruments. Delivery to Administrative Agent of
         (a) certificates (which certificates shall be accompanied by
         irrevocable undated stock powers, duly endorsed in blank and otherwise
         satisfactory in form and substance to Administrative Agent)
         representing all capital stock pledged pursuant to the Security
         Agreement, and (b) all promissory notes or other instruments (duly
         endorsed, where appropriate, in a manner satisfactory to Administrative
         Agent) evidencing any Collateral;

(iii)    Lien Searches and UCC Termination Statements. Delivery to
         Administrative Agent of (a) the results of a recent search, by a Person
         satisfactory to Administrative Agent, of all effective UCC financing
         statements and fixture filings and all judgment and tax lien filings
         which may have been made with respect to any personal or mixed property
         of any Loan Party, 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 or
         fixture filings disclosed in such search (other than any such financing
         statements or fixture filings in respect of Liens permitted to remain
         outstanding pursuant to the terms of this Agreement);

(iv)     UCC Financing Statements and Fixture Filings. Delivery to
         Administrative Agent of UCC financing statements and, where
         appropriate, fixture filings, duly executed by each applicable Loan
         Party with respect to all personal and mixed property Collateral of
         such Loan Party, for filing in all jurisdictions as may be necessary
         or, in the opinion of Administrative Agent, desirable to perfect the
         security interests created in such Collateral pursuant to the
         Collateral Documents;

(v) PTO Cover Sheets, Etc. Delivery to Administrative  Agent of all cover sheets
or other documents or instruments  required to be filed with the PTO in order to
create or perfect Liens in respect of any IP Collateral; and

(vi)     Opinions of Local Counsel. Upon request of Administrative Agent,
         delivery to Administrative Agent of an opinion of counsel (which
         counsel shall be reasonably satisfactory to Administrative Agent) under
         the laws of each jurisdiction in which any Loan Party or any personal
         or mixed property Collateral is located addressed to Administrative
         Agent and Lenders with respect to the creation and perfection of the
         security interests in favor of Administrative Agent in such Collateral
         and such other matters governed by the laws of such jurisdiction
         regarding such security interests as Administrative Agent may
         reasonably request, in each case in form and substance reasonably
         satisfactory to Administrative Agent.

K. Environmental Reports. Administrative Agent shall have received reports and
other information, in form, scope and substance satisfactory to Administrative
Agent, regarding environmental matters relating to Borrower and its Subsidiaries
and the Facilities, which reports shall include a Phase I environmental
assessment or update for each of the Facilities listed in Schedule 4.1K which
(a) substantially conforms to the ASTM Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process, E 1527, (b) was
conducted by one or more environmental consulting firms reasonably satisfactory
to Administrative Agent, and (c) includes a visual assessment of suspect
asbestos-containing materials at such Facilities.

L. Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date,
Lenders shall have received (i) audited financial statements of Borrower and its
Subsidiaries for Fiscal Years 1998, 1999 and 2000, consisting of balance sheets
and the related consolidated and consolidating statements of income,
stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited
financial statements of Borrower and its Subsidiaries as at February 28, 2001,
consisting of a balance sheet and the related consolidated and consolidating
statements of income and cash flows for the two-month period ending on such
date, all in reasonable detail and certified by the chief financial officer of
Borrower that they fairly present the financial condition of Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to the absence of footnotes
and changes resulting from audit and normal year-end adjustments, (iii) the
unaudited consolidated balance sheet of BJI as at December 31, 2000 and the
related consolidated statements of income, stockholders' equity and cash flows
of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance
sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998
and the related consolidated statements of income, stockholders' equity and cash
flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated
balance sheet of BJI as at February 28, 2001 and the related unaudited
consolidated statements of income and cash flows of BJI for the two months then
ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower
and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP
and reflecting the consummation of the Acquisition, the related financings and
the other transactions contemplated by the Loan Documents and the Related
Agreements, which pro forma financial statements shall be in form and substance
satisfactory to Lenders, and (vii) a consolidated plan and financial forecast
for Borrower and its Subsidiaries for the Fiscal Year ending on December 31,
2001, which consolidated plan and financial forecast shall be in form and
substance satisfactory to Lenders.

M. Evidence of Insurance. Administrative Agent shall have received certificates
from the insurance brokers of Borrower and BJI or other evidence satisfactory to
it that all insurance required to be maintained pursuant to subsection 6.4 is in
full force and effect and that Administrative Agent on behalf of Lenders has
been named as additional insured and/or loss payee thereunder to the extent
required under subsection 6.4.

N. Opinions of Counsel to Loan Parties. Lenders and their respective counsel
shall have received (i) originally executed copies of one or more favorable
written opinions of counsel for the Loan Parties, in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
Closing Date, addressed to Administrative Agent and Lenders and substantially in
the form of Exhibit IX annexed hereto, and as to such other matters as
Administrative Agent acting on behalf of Lenders may reasonably request and (ii)
evidence satisfactory to Administrative Agent that Borrower has requested such
counsel to deliver such opinions to Lenders.

O. Opinions of Administrative Agent's Counsel. Lenders shall have received
originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of the Closing
Date, substantially in the form of Exhibit X annexed hereto and as to such other
matters as Administrative Agent acting on behalf of Lenders may reasonably
request.

P. Opinions of Counsel Delivered Under Related Agreements. Administrative Agent
and its counsel shall have received (for delivery to Lenders) copies of each of
the opinions of counsel (if any) delivered to the parties under the Related
Agreements, together with 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.

Q. Fees. Borrower shall have paid to Administrative  Agent, for distribution (as
appropriate)  to  Administrative  Agent and  Lenders,  the fees  payable  on the
Closing Date referred to in subsection 2.3.

R. Representations and Warranties; Performance of Agreements. Borrower shall
have delivered to Administrative Agent (for delivery to Lenders) an Officers'
Certificate, in form and substance satisfactory to Administrative Agent, to the
effect that the representations and warranties in Section 5 hereof are true,
correct and complete in all material respects on and as of the Closing Date to
the same extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that Borrower shall have performed
in all material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Closing Date except as otherwise disclosed to and agreed to in writing by
Administrative Agent and Requisite Lenders.

S. Completion of Proceedings. All 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,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Administrative Agent and such counsel, and Administrative Agent and
such counsel shall have received all such counterpart originals or certified
copies of such documents as Administrative Agent may reasonably request.

T. No  Disruption  of  Financial  Markets.  There  shall have not  occurred  any
material adverse change in the financial  markets or in the financial  condition
of Borrower,  BJI and their respective  Subsidiaries after December 31, 2000, as
determined by Administrative Agent in its sole discretion.

U. Solvency  Assurances.  On the Closing Date,  Administrative Agent and Lenders
shall have received (i) an Officers' Certificate executed by the chief financial
officer  of  Borrower,  dated the  Closing  Date,  substantially  in the form of
Exhibit XII-A and with appropriate attachments, demonstrating that, after giving
effect to the  consummation  of the  Acquisition,  the Refinancing and the other
transactions  contemplated  by  this  Agreement,  Borrower,   individually,  and
Borrower and its Subsidiaries,  taken as a whole,  will be Solvent,  and (ii) an
Officers' Certificate executed by the chief financial officer of Holdings, dated
the  Closing  Date,  substantially  in  the  form  of  Exhibit  XII-B  and  with
appropriate  attachments,   demonstrating  that,  after  giving  effect  to  the
consummation of the  Acquisition,  the  Refinancing  and the other  transactions
contemplated by this  Agreement,  Holdings,  individually,  and Holdings and its
Subsidiaries, taken as a whole, will be Solvent.

V. Maximum Consolidated Leverage Ratios; Minimum Consolidated EBITDA. On the
Closing Date, Administrative Agent shall have received an Officers' Certificate
executed by the chief financial officer of Borrower, dated the Closing Date,
with appropriate attachments, demonstrating that, after giving effect to the
consummation of the Acquisition, the Refinancing and the other transactions
contemplated by this Agreement, (i) the Consolidated Senior Leverage Ratio does
not exceed 2.75:1.00, and (ii) the Consolidated Total Leverage Ratio does not
exceed 4.25:1.00.

W. Minimum Senior Secured Debt Ratings.  On or before the Closing Date, Borrower
shall  deliver  satisfactory  evidence to  Administrative  Agent as to a minimum
senior   secured   debt  rating  of  at  least  B+/Ba3  from  S&P  and  Moody's,
respectively.

X. Borrowing  Base  Certificate.  On or before the Closing Date,  Borrower shall
have delivered to Administrative Agent a Borrowing Base Certificate, which shall
be satisfactory to Administrative Agent, prepared as of March 31, 2001.

Y. Sales Terms.  On or before the Closing Date,  Borrower  shall have  delivered
Schedule 4.1Y annexed  hereto,  which shall  contain a description  of the Sales
Terms of each Loan Party in form and substance  satisfactory  to  Administrative
Agent.

4.2      Conditions to All Loans.

         The obligations of Lenders to make Loans on each Funding Date are
subject to the following further conditions precedent:

A. Administrative Agent shall have received before that Funding Date, in
accordance with the provisions of subsection 2.1B, an originally executed Notice
of Borrowing, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Borrower or by any executive officer of
Borrower designated by any of the above-described officers on behalf of Borrower
in a writing delivered to Administrative Agent.

B.       As of that Funding Date:

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

(ii)     No event shall have occurred and be continuing or would result from the
         consummation of the borrowing contemplated by such Notice of Borrowing
         that would constitute an Event of Default or a Potential Event of
         Default;

(iii)    Each Loan Party shall have performed in all material respects all
         agreements and satisfied all conditions which this Agreement provides
         shall be performed or satisfied by it on or before that Funding Date;

(iv)     No order, judgment or decree of any court, arbitrator or governmental
         authority shall purport to enjoin or restrain any Lender from making
         the Loans to be made by it on that Funding Date;

(v)      The making of the Loans requested on such Funding Date shall not
         violate any law including Regulation T, Regulation U or Regulation X of
         the Board of Governors of the Federal Reserve System; and

(vi) There shall not be pending or, to the  knowledge of  Borrower,  threatened,
any action, suit, proceeding,  governmental investigation or arbitration against
or affecting  Borrower or any of its Subsidiaries or any property of Borrower or
any of its  Subsidiaries  that has not been  disclosed  by  Borrower  in writing
pursuant  to  subsection  5.6 or  6.1(viii)  prior  to the  making  of the  last
preceding Loans (or, in the case of the initial Loans, prior to the execution of
this  Agreement),  and there shall have occurred no development not so disclosed
in any such action, suit, proceeding,  governmental investigation or arbitration
so disclosed,  that, in either event, in the opinion of Administrative  Agent or
of Requisite  Lenders,  could  reasonably be expected to have a Material Adverse
Effect;  and no injunction or other restraining order shall have been issued and
no hearing to cause an injunction or other  restraining order to be issued shall
be pending or noticed with respect to any action,  suit or proceeding seeking to
enjoin or otherwise  prevent the  consummation  of, or to recover any damages or
obtain relief as a result of, the transactions contemplated by this Agreement or
the making of Loans hereunder.

4.3      Conditions to Letters of Credit.

         The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

A. On or before the date of issuance of the initial Letter of Credit pursuant to
this Agreement, the initial Loans shall have been made.

B. On or before the date of issuance of such Letter of Credit, Administrative
Agent shall have received, in accordance with the provisions of subsection
3.1B(i), a Notice of Issuance of Letter of Credit, in each case signed by the
chief executive officer, the chief financial officer or the treasurer of
Borrower or by any executive officer of Borrower designated by any of the
above-described officers on behalf of Borrower in a writing delivered to
Administrative Agent, together with all other information specified in
subsection 3.1B(i) and such other documents or information as the applicable
Issuing Lender may reasonably require in connection with the issuance of such
Letter of Credit.

On the date of issuance of such Letter of Credit, all conditions precedent
described in subsection 4.2B shall be satisfied to the same extent as if the
issuance of such Letter of Credit were the making of a Loan and the date of
issuance of such Letter of Credit were a Funding Date.

Section 5.        BORROWER'S REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Agreement and to make the
Loans, to induce Issuing Lenders to issue Letters of Credit and to induce other
Lenders to purchase participations therein, Borrower represents and warrants to
each Lender, on the date of this Agreement, on each Funding Date and on the date
of issuance of each Letter of Credit, that the following statements are true,
correct and complete:

5.1   Organization,   Powers,   Qualification,   Good  Standing,   Business  and
Subsidiaries.

A. Organization and Powers. Each Loan Party is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has
all requisite corporate 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 Loan Documents and Related Agreements to which it is a party and
to carry out the transactions contemplated thereby.

B. Qualification and Good Standing. Each Loan Party 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.

C. Conduct of Business.  Borrower and its  Subsidiaries  are engaged only in the
businesses permitted to be engaged in pursuant to subsection 7.14.

D. Subsidiaries. All of the outstanding capital stock of Borrower is owned by
Holdings. All of the Subsidiaries of Borrower are identified in Schedule 5.1
annexed hereto, as said Schedule 5.1 may be supplemented from time to time
pursuant to the provisions of subsection 6.1(xiv). The capital stock of Borrower
and each of its Subsidiaries identified in Schedule 5.1 annexed hereto (as so
supplemented) is duly authorized, validly issued, fully paid and nonassessable
and none of such capital stock constitutes Margin Stock. Each of the
Subsidiaries of Borrower identified in Schedule 5.1 annexed hereto (as so
supplemented) is a corporation duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of incorporation set
forth therein, has all requisite corporate power and authority to own and
operate its properties and to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents to which it is a
party and to carry out the transactions contemplated thereby, and 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, in each
case except where failure to be so qualified or in good standing or a lack of
such corporate power and authority has not had and could not reasonably be
expected to have a Material Adverse Effect. Schedule 5.1 annexed hereto (as so
supplemented) correctly sets forth the ownership interest of Holdings and each
of its Subsidiaries in each of the Subsidiaries of Holdings identified therein.

5.2      Authorization of Borrowing, etc.

A.  Authorization of Borrowing.  The execution,  delivery and performance of the
Loan  Documents  and the Related  Agreements  have been duly  authorized  by all
necessary  corporate  action  on the  part of each  Loan  Party  that is a party
thereto.

B. No Conflict.  The execution,  delivery and performance by Loan Parties of the
Loan  Documents  and the  Related  Agreements  to which they are parties and the
consummation  of the  transactions  contemplated  by the Loan Documents and such
Related  Agreements  do not and will not (i) violate any provision of any law or
any  governmental  rule  or  regulation  applicable  to  Borrower  or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Borrower
or any of its  Subsidiaries  or any  order,  judgment  or decree of any court or
other agency of government binding on Borrower or any of its Subsidiaries,  (ii)
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 Borrower or any of
its  Subsidiaries,  (iii) result in or require the creation or imposition of any
Lien upon any of the properties or assets of Borrower or any of its Subsidiaries
(other  than any  Liens  created  under  any of the Loan  Documents  in favor of
Administrative  Agent on behalf of  Lenders),  or (iv)  require any  approval of
stockholders  or any  approval  or consent of any Person  under any  Contractual
Obligation of Borrower or any of its Subsidiaries,  except for such approvals or
consents  which will be obtained on or before the Closing Date and  disclosed in
writing to Lenders.

C.  Governmental  Consents.  The  execution,  delivery and  performance  by Loan
Parties  of the Loan  Documents  and the  Related  Agreements  to which they are
parties  and the  consummation  of the  transactions  contemplated  by the  Loan
Documents  and  such  Related  Agreements  do  not  and  will  not  require  any
registration  with,  consent or approval  of, or notice to, or other  action to,
with or by, any federal,  state or other  governmental  authority or  regulatory
body.

D. Binding  Obligation.  Each of the Loan  Documents and Related  Agreements has
been duly  executed and delivered by each Loan Party that is a party thereto and
is the legally  valid and  binding  obligation  of such Loan Party,  enforceable
against such Loan 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.

E. Valid Issuance of Common Stock. All of the Holdings Common Stock and Borrower
Common Stock outstanding on the Closing Date has been duly and validly issued,
is fully paid and nonassessable and is free and clear of any Liens in respect of
the issuance thereof. All such common stock has been registered or qualified
under applicable federal and state securities laws, or (b) is exempt therefrom.

5.3      Financial Condition.

         Borrower has heretofore delivered, or caused to be delivered, to
Lenders, at Lenders' request, the following financial statements and
information: (i) the audited consolidated balance sheet of Borrower and its
Subsidiaries as at December 31, 2000, December 31, 1999 and December 31, 1998
and the related consolidated statements of income, stockholders' equity and cash
flows of Borrower and its Subsidiaries for the Fiscal Years then ended, (ii) the
unaudited consolidated balance sheet of Borrower and its Subsidiaries as at
February 28, 2001 and the related unaudited consolidated statements of income,
stockholders' equity and cash flows of Borrower and its Subsidiaries for the two
months then ended, (iii) the unaudited consolidated balance sheet of BJI as at
December 31, 2000 and the related consolidated statements of income,
stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv)
the audited consolidated balance sheet of BJI as at September 30, 2000,
September 30, 1999 and September 30, 1998 and the related consolidated
statements of income, stockholders' equity and cash flows of BJI for the Fiscal
Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at
February 28, 2001 and the related unaudited consolidated statements of income
and cash flows of BJI for the two months then ended. All such statements were
prepared in conformity with GAAP and fairly present, in all material respects,
the financial position (on a consolidated basis) of the entities 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 the absence of footnotes and to changes
resulting from audit and normal year-end adjustments. Borrower and its
Subsidiaries do not (and will not following the funding of the initial Loans)
have any Contingent Obligation, contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the foregoing 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 Borrower or any of its
Subsidiaries.

5.4      No Material Adverse Change; No Restricted Junior Payments.

         Since December 31, 2000, no event or change has occurred that has
caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect. Neither Borrower nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so except as permitted by subsection
7.5.

5.5      Title to Properties; Liens; Real Property.

A. Title to Properties; Liens. Borrower and its Subsidiaries have (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), or (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the
financial statements referred to in subsection 5.3 or in the most recent
financial statements delivered pursuant to subsection 6.1, in each case except
for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under subsection 7.7.
Except as permitted by this Agreement, all such properties and assets are free
and clear of Liens.

B. Real Property. As of the Closing Date, Schedule 5.5B annexed hereto contains
a true, accurate and complete list of (i) all fee interests in any Real Property
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 Property Asset, regardless of whether a Loan 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
Schedule 5.5B pursuant to clause (ii) of the immediately preceding sentence is
in full force and effect and Borrower 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 Loan
Party, enforceable against such Loan 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 relating to enforceability.

C. Intellectual Property. As of the Closing Date, Borrower and its Subsidiaries
own or have the right to use, all Intellectual Property used in the conduct of
their business, except where the failure to own or have such right to use,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does
Borrower know of any valid basis for any such claim except for such claims that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. The use of such Intellectual Property by Borrower and
its Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. All federal and
state and all foreign registrations of and applications for Intellectual
Property, and all unregistered Intellectual Property, that are owned or licensed
by Borrower or any of its Subsidiaries on the Closing Date are described on
Schedule 5.5C annexed hereto.

5.6      Litigation; Adverse Facts.

         Except as set forth in Schedule 5.6 annexed hereto, there are no
actions, suits, proceedings, arbitrations or governmental investigations
(whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at
law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign (including any Environmental Claims) that are pending or, to
the knowledge of Borrower, threatened against or affecting Borrower or any of
its Subsidiaries or any property of Borrower or any of its Subsidiaries and
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries (i)
is in violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) 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 result in a
Material Adverse Effect.

5.7      Payment of Taxes.

         Except to the extent permitted by subsection 6.3, all tax returns and
reports of Borrower 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 assessments, fees and other governmental charges upon Borrower
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. Borrower knows of no proposed tax assessment against Borrower or any of
its Subsidiaries that is not being actively contested by Borrower or such
Subsidiary in good faith and by appropriate proceedings; provided that such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

5.8  Performance  of  Agreements;   Materially  Adverse   Agreements;   Material
Contracts.

A. Neither Borrower 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 that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

B. Neither Borrower nor any of its Subsidiaries is a party to or is otherwise
subject to any agreements or instruments or any charter or other internal
restrictions which, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.

C. Schedule 5.8 contains a true, correct and complete list of all the Material
Contracts in effect on the Closing Date. All such Material Contracts are in full
force and effect and no defaults currently exist thereunder, except for defaults
which, individually or in the aggregate, could not reasonably be deemed to have
a Material Adverse Effect.

5.9      Governmental Regulation.

         Neither Borrower nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce 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.

5.10     Securities Activities.

A. Neither  Borrower 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.

B. Following application of the proceeds of each Loan, not more than 25% of the
value of the assets (either of Borrower only or of Borrower and its Subsidiaries
on a consolidated basis) subject to the provisions of subsection 7.2 or 7.7 or
subject to any restriction contained in any agreement or instrument, between
Borrower and any Lender or any Affiliate of any Lender, relating to Indebtedness
and within the scope of subsection 8.2, will be Margin Stock.

5.11     Employee Benefit Plans.

A. Borrower, each of its Subsidiaries and each of their respective ERISA
Affiliates are in compliance in all material respects with all applicable
provisions and requirements of ERISA and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan, and have
performed all their obligations under each Employee Benefit Plan in all material
respects. Each Employee Benefit Plan that is intended to qualify under Section
401(a) of the Internal Revenue Code is so qualified.

B.       No ERISA Event has occurred or is reasonably expected to occur.

C. Except to the extent required under Section 4980B of the Internal Revenue
Code or except as set forth in Schedule 5.11 annexed hereto, no Employee Benefit
Plan provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates.

D. As of the most recent valuation date for any Pension Plan, the amount of
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities), does not exceed $1,000,000.

E. As of the most recent valuation date for each Multiemployer Plan (if any) for
which the actuarial report is available, the potential liability of Borrower,
its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal
from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all
Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA, does not exceed $1,000,000.

5.12     Certain Fees.

         Except for a transaction fee not to exceed $1,400,000 payable to
Trivest in connection with the consummation of the Acquisition, no broker's or
finder's fee or commission will be payable with respect to this Agreement, the
Acquisition or any of the other transactions contemplated by the Loan Documents
and the Related Agreements, and Borrower hereby indemnifies Lenders against, and
agrees that it will hold Lenders harmless from, any claim, demand or liability
for any such broker's or finder's fees alleged to have been incurred in
connection herewith or therewith and any expenses (including reasonable fees,
expenses and disbursements of counsel) arising in connection with any such
claim, demand or liability.

5.13     Environmental Protection.

                  Except as set forth in Schedule 5.13 annexed hereto:

(i) neither  Borrower 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 (a) any Environmental
Law, (b) any Environmental  Claim, or (c) any Hazardous Materials Activity that,
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect;

(ii)  neither  Borrower nor any of its  Subsidiaries  has received any letter or
request for  information  under Section 104 of the  Comprehensive  Environmental
Response,  Compensation, and Liability Act (42 U.S.C.ss. 9604) or any comparable
state law;

(iii)  there  are  and,  to  Borrower's  knowledge,  have  been  no  conditions,
occurrences,  or  Hazardous  Materials  Activities  which  could  reasonably  be
expected to form the basis of an Environmental  Claim against Borrower or any of
its  Subsidiaries  that,  individually or in the aggregate,  could reasonably be
expected to have a Material Adverse Effect;

(iv) neither Borrower nor any of its Subsidiaries nor, to Borrower's  knowledge,
any  predecessor  of  Borrower or any of its  Subsidiaries  has filed any notice
under any  Environmental  Law indicating past or present  treatment of Hazardous
Materials at any Facility,  and none of  Borrower's or any of its  Subsidiaries'
operations  involves  the  generation,  transportation,  treatment,  storage  or
disposal of hazardous  waste,  as defined  under 40 C.F.R.  Parts 260-270 or any
state equivalent; and

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

         Notwithstanding anything in this subsection 5.13 to the contrary, no
event or condition has occurred or is occurring with respect to Borrower or any
of its Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity, including any matter disclosed
on Schedule 5.13 annexed hereto, which individually or in the aggregate has had
or could reasonably be expected to have a Material Adverse Effect.

5.14     Employee Matters.

         There is no strike or work stoppage in existence or threatened
involving Borrower or any of its Subsidiaries that could reasonably be expected
to have a Material Adverse Effect, and there are no strikes or walkouts in
progress, pending or to Borrower's knowledge contemplated relating to any labor
contracts to which Borrower or any of its Subsidiaries is a party, relating to
any labor contracts being negotiated, or otherwise.

5.15     Solvency.

         Each Loan Party is and, upon the incurrence of any Obligations by such
Loan Party on any date on which this representation is made, will be, Solvent.

5.16     Matters Relating to Collateral.

A. Creation, Perfection and Priority of Liens. The execution and delivery of the
Collateral Documents by Loan Parties, together with (i) the actions taken on or
prior to the date hereof pursuant to subsections 4.1I, 4.1J, 6.8 and 6.9 and
(ii) the delivery to Administrative Agent of any Pledged Collateral not
delivered to Administrative Agent at the time of execution and delivery of the
applicable Collateral Document (all of which Pledged Collateral has been so
delivered) are effective to create in favor of Administrative Agent for the
benefit of Lenders, as security for the respective Secured Obligations (as
defined in the applicable Collateral Document in respect of any Collateral), a
valid and perfected First Priority Lien on all of the Collateral, and all
filings and other actions necessary or desirable to perfect and maintain the
perfection and First Priority status of such Liens have been duly made or taken
and remain in full force and effect, other than the filing of any UCC financing
statements delivered to Administrative Agent for filing (but not yet filed) and
the periodic filing of UCC continuation statements in respect of UCC financing
statements filed by or on behalf of Administrative Agent.

B. Governmental Authorizations.  No authorization,  approval or other action by,
and no notice to or filing with, any  governmental  authority or regulatory body
is  required  for  either (i) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of Administrative  Agent for the benefit of the
Lenders  pursuant to any of the  Collateral  Documents  or (ii) the  exercise by
Administrative  Agent of any rights or  remedies  in  respect of any  Collateral
(whether  specifically  granted or  created  pursuant  to any of the  Collateral
Documents or created or provided for by applicable  law),  except for filings or
recordings  contemplated by subsection  5.16A and except as may be required,  in
connection  with the  disposition of any Pledged  Collateral,  by laws generally
affecting the offering and sale of Securities.

C. Absence of Third-Party Filings. Except such as may have been filed in favor
of Administrative Agent for the benefit of the Lenders as contemplated by
subsection 5.16A, (i) no effective UCC financing statement, fixture filing or
other instrument similar in effect covering all or any part of the Collateral is
on file in any filing or recording office and (ii) no effective filing covering
all or any part of the IP Collateral is on file in the PTO.

D.  Margin  Regulations.  The pledge of the Pledged  Collateral  pursuant to the
Collateral  Documents  does not  violate  Regulation  T, U or X of the  Board of
Governors of the Federal Reserve System.

E. Information Regarding Collateral.  All information supplied to Administrative
Agent by or on behalf of any Loan  Party with  respect to any of the  Collateral
(in each case taken as a whole with  respect to any  particular  Collateral)  is
accurate and complete in all material respects.

5.17     Related Agreements.

A. Delivery of Related  Agreements.  Borrower has delivered to Lenders  complete
and correct  copies of each Related  Agreement and of all exhibits and schedules
thereto.

B. Representations and Warranties. Each of the representations and warranties
given by Borrower, Sellers and BJI in the Acquisition Agreement is true and
correct in all material respects as of the date hereof (or as of any earlier
date to which such representation and warranty specifically relates) and will be
true and correct in all material respects as of the Closing Date (or as of such
earlier date, as the case may be), in each case subject to the qualifications
set forth in the schedules to the Acquisition Agreement.

C.  Survival.  Notwithstanding  anything  in the  Acquisition  Agreement  to the
contrary,  the  representations  and  warranties  set forth in subsection  5.17B
shall,  solely for purposes of the Loan Documents,  survive the Closing Date for
the benefit of Lenders.

5.18     Accounts Receivable.

         Each Account reflected in the computations included in any Borrowing
Base Certificate meets the criteria enumerated in clauses (a) through (p) of the
definition of Eligible Account Receivable, except as disclosed in such Borrowing
Base Certificate or as disclosed in a timely manner in a subsequent Borrowing
Base Certificate or otherwise in writing to Administrative Agent. Borrower has
no knowledge of any fact or circumstance not disclosed to Administrative Agent
in a Borrowing Base Certificate or otherwise in writing which would impair the
validity or collectibility of any Eligible Account Receivable of $250,000 or
more or of Eligible Accounts Receivable which (regardless of the individual
amount thereof) aggregate $500,000 or more.

5.19     Inventory.

         All Inventory included in any Borrowing Base Certificate delivered to
Administrative Agent meets the criteria enumerated in clauses (a) through (h) of
the definition of Eligible Inventory, except as disclosed in such Borrowing Base
Certificate or in a subsequent Borrowing Base Certificate, or as otherwise
specifically disclosed in writing to the Administrative Agent.

5.20     Disclosure.

         No representation or warranty of Trivest or any Loan Party or any of
their Subsidiaries contained in the Confidential Information Memorandum or in
any Loan Document or Related Agreement or in any other document, certificate or
written statement furnished to Lenders by or on behalf of Trivest or any Loan
Party or any of its Subsidiaries for use in connection with the transactions
contemplated by this Agreement contains any untrue statement of a material fact
or omits to state a material fact (known to Borrower, in the case of any
document not furnished by it) 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 Borrower to be reasonable at the time made, it being recognized by
Lenders that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such
projections may differ from the projected results. There are no facts known (or
which should upon the reasonable exercise of diligence be known) to Borrower
(other than matters of a general economic nature) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents, certificates
and statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

5.21     Subordination.

         The subordination provisions of the Senior Subordinated Notes and the
Subordinated Note Indenture are enforceable against the holders thereof. The
Loans and all other monetary Obligations hereunder (a) constitute Designated
Senior Debt under the Senior Subordinated Notes and the Subordinated Note
Indenture, and (b) are and will be within the definition of "Senior
Indebtedness" in the Subordinated Note Indenture.

5.22     Mortgage Taxes, Etc..

         All mortgage, note, transfer, documentary, stamp, intangible and other
similar taxes and impositions which may be required to be paid in connection
with the Loans, the Mortgages and the other Loan Documents have been (or
concurrently with the closing of the Loans and recording of the Mortgages, will
be) paid in full by Borrower.

5.23     Foreign Subsidiaries.

         As of the Closing Date, Pompeii Mexico and BJI Mexico are the only
non-domestic Subsidiaries of Borrower. The aggregate fair market value of the
assets owned by Pompeii Mexico does not exceed $10,000.

Section 6.        BORROWER'S AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations, unless Requisite Lenders shall otherwise give prior
written consent, Borrower shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.

6.1      Financial Statements and Other Reports.

         Borrower will maintain, and cause each of its Subsidiaries to maintain,
a system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP; provided that monthly financial statements shall not be required to
have footnote disclosure. Borrower will deliver to Administrative Agent and
Lenders:

(i) Monthly  Financials:  as soon as available,  and in any event within 30 days
after  the  end of  each  month  ending  after  the  Closing  Date,  (a) (1) the
consolidated  balance  sheet of Borrower and its  Subsidiaries  as at the end of
such month, (2) the related consolidated (and consolidating by business segment)
statements of income of Borrower 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, and (3) the related  consolidated (and consolidating by business segment)
cash flows of Borrower and its Subsidiaries 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 and  certified  by the chief  financial  officer or chief
executive  officer  of  Borrower  that  they  fairly  present,  in all  material
respects,  the financial  condition of Borrower 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,  (b) upon reasonable  request of Administrative  Agent, a narrative
report  describing the operations of Borrower and its  Subsidiaries  in the form
prepared for presentation to senior management for such month and for the period
from the beginning of the then current Fiscal Year to the end of such month, and
(c) a Borrowing Base Certificate;

(ii) Quarterly Financials:  as soon as available and in any event within 45 days
after the end of each Fiscal Quarter (other than each fourth Fiscal Quarter) (a)
(1) the  consolidated  balance sheets of Borrower and its Subsidiaries as at the
end of such Fiscal Quarter,  (2) the related  consolidated (and consolidating by
business segment) statements of income of Borrower 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,  and (3) the related  consolidated  (and
consolidating  by business  segment) cash flows of Borrower and its Subsidiaries
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,
all in  reasonable  detail  and  certified  by the chief  financial  officer  of
Borrower  that they fairly  present,  in all material  respects,  the  financial
condition of Borrower 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, and (b)
a narrative report describing the operations of Borrower and its Subsidiaries in
the form prepared for presentation to senior  management for such Fiscal Quarter
and for the period from the beginning of the then current Fiscal Year to the end
of such Fiscal  Quarter,  containing  a  management  discussion  and analysis of
financial results; provided that delivery within the time period specified above
of copies of the Borrower's Quarterly Report on Form 10-Q prepared in compliance
with the  requirements  therefor  and filed  with the  Securities  and  Exchange
Commission shall be deemed to satisfy the requirements of this clause to provide
consolidated financial statements and a narrative report;

(iii) Year-End Financials:  as soon as available and in any event within 90 days
after  the end of each  Fiscal  Year,  (a) the  consolidated  balance  sheet  of
Borrower and its  Subsidiaries as at the end of such Fiscal Year and the related
consolidated and consolidating  statements of income,  stockholders'  equity and
cash flows of Borrower 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,  all in  reasonable  detail  and
certified by the chief  financial  officer of Borrower that they fairly present,
in  all  material  respects,   the  financial  condition  of  Borrower  and  its
Subsidiaries as at the dates  indicated and the results of their  operations and
their cash flows for the periods  indicated,  (b) a narrative report  describing
the  operations  of  Borrower  and its  Subsidiaries  in the form  prepared  for
presentation to senior  management for such Fiscal Year, (c) in the case of such
consolidated  financial statements,  a report thereon of a nationally recognized
"big 5" accounting firm or other  independent  certified  public  accountants of
recognized   national   standing   selected  by  Borrower  and  satisfactory  to
Administrative Agent, which report shall be unqualified, shall express no doubts
about the  ability of  Borrower  and its  Subsidiaries  to  continue  as a going
concern,  and shall state that such  consolidated  financial  statements  fairly
present,  in all  material  respects,  the  consolidated  financial  position of
Borrower 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,  and (d) an
updated Schedule 5.8 to this Agreement setting forth all of the data required to
be set forth in  Schedule  5.8  annexed  hereto  with  respect  to any  Material
Contracts  entered  into during such Fiscal  Year;  provided  that the  delivery
within the time period  specified above of the Borrower's  Annual Report on Form
10-K for such  fiscal  year  (together  with the  Borrower's  annual  report  to
shareholders,  if any,  prepared  pursuant to Rule 14a-3 under the Exchange Act)
prepared  in  accordance  with the  requirements  therefor  and  filed  with the
Securities and Exchange  Commission  shall be deemed to satisfy the requirements
of this  clause to provide  consolidated  financial  statements  and a narrative
report, and (c) in the case of such consolidated financial statements,  a report
thereon  of a "Big  5" firm  of  independent  certified  public  accountants  of
recognized  national  standing  selected  by  Borrower,  which  report  shall be
unqualified,  shall  express no doubts  about the  ability of  Borrower  and its
Subsidiaries  to  continue  as a  going  concern,  and  shall  state  that  such
consolidated  financial statements fairly present, in all material respects, the
consolidated financial position of Borrower 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;

(iv)  Officers'  and  Compliance  Certificates:  together  with each delivery of
financial  statements of Borrower and its Subsidiaries  pursuant to subdivisions
(i), (ii) and (iii) above, (a) an Officers' Certificate of Borrower stating that
the signers have  reviewed the terms of this  Agreement and have made, or caused
to be made  under  their  supervision,  a review  in  reasonable  detail  of the
transactions  and  condition  of  Borrower  and  its  Subsidiaries   during  the
accounting period covered by such financial  statements and that such review has
not disclosed the existence during or at the end of such accounting  period, and
that the signers do not have  knowledge of the  existence as at the date of such
Officers'  Certificate,  of any condition or event that  constitutes an Event of
Default  or  Potential  Event of  Default,  or, if any such  condition  or event
existed or exists,  specifying  the nature and period of  existence  thereof and
what action  Borrower  has taken,  is taking and  proposes to take with  respect
thereto;  and (b) a Compliance  Certificate  demonstrating in reasonable  detail
compliance during and at the end of the applicable  accounting  periods with the
restrictions  contained in Section 7, in each case to the extent compliance with
such  restrictions  is  required  to be  tested  at the  end  of the  applicable
accounting period;

(v)  Reconciliation  Statements:  if,  as a result of any  change in  accounting
principles  and  policies  from those  used in the  preparation  of the  audited
financial  statements  referred to in  subsection  5.3 (other than an immaterial
change in GAAP),  the  consolidated  financial  statements  of Borrower  and its
Subsidiaries delivered pursuant to subdivisions (i), (ii), (iii) or (xi) of this
subsection  6.1 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 (a) together with the first  delivery of financial  statements  pursuant to
subdivision  (i),  (ii),  (iii) or (xi) of this  subsection  6.1 following  such
change,  consolidated  financial statements of Borrower and its Subsidiaries for
(y) the current Fiscal Year to the effective date of such change and (z) the two
full Fiscal Years immediately  preceding the Fiscal Year in which such change is
made,  in each case  prepared on a pro forma basis as if such change had been in
effect  during such  periods,  and (b) together  with each delivery of financial
statements  pursuant to subdivision  (i), (ii), (iii) or (xi) of this subsection
6.1 following  such change,  if required  pursuant to subsection  1.2, a written
statement of the chief accounting officer or chief financial officer of Borrower
setting forth the differences  (including any differences  that would affect any
calculations  relating to the financial  covenants set forth in subsection  7.6)
which would have resulted if such financial statements had been prepared without
giving effect to such change;

(vi) Accountants'  Reports:  promptly upon receipt thereof (unless restricted by
applicable professional standards),  copies of all reports submitted to Borrower
by independent  certified  public  accountants  in connection  with each annual,
interim  or  special  audit of the  financial  statements  of  Borrower  and its
Subsidiaries made by such accountants, including any comment letter submitted by
such accountants to management in connection with their annual audit;

(vii) Events of Default,  etc.:  promptly upon any officer of Borrower obtaining
knowledge (a) of any condition or event that  constitutes an Event of Default or
Potential  Event of  Default,  or  becoming  aware that any Lender has given any
notice  (other  than to  Administrative  Agent) or taken any other  action  with
respect to a claimed  Event of Default or Potential  Event of Default,  (b) that
any Person has given any notice to Borrower or any of its  Subsidiaries or taken
any other action with respect to a claimed  default or event or condition of the
type  referred to in  subsection  8.2,  (c) of any  resignation  or dismissal of
Borrower's independent  accountant,  (d) of any Change of Control or other event
requiring a  prepayment  of principal  on the Senior  Subordinated  Notes or any
other  Subordinated  Indebtedness,  (e) of any  individual  or series of related
Asset Sales aggregating in excess of $2,500,000, or (f) of the occurrence of any
event or  change  that has  caused  or  evidences,  either in any case or in the
aggregate,  a Material Adverse Effect, an Officers'  Certificate  specifying the
nature and period of existence of such condition, event or change, or specifying
the  notice  given or action  taken by any such  Person  and the  nature of such
claimed  Event  of  Default,  Potential  Event  of  Default,  default,  event or
condition,  and what action  Borrower has taken,  is taking and proposes to take
with respect thereto;

(viii)  Litigation  or Other  Proceedings:  (a)  promptly  upon any  officer  of
Borrower  obtaining  knowledge of (X) the  institution of, or (in the good faith
judgment of  Borrower)  non-frivolous  threat of, any action,  suit,  proceeding
(whether administrative,  judicial or otherwise),  governmental investigation or
arbitration  against or  affecting  Borrower or any of its  Subsidiaries  or any
property of Borrower or any of its  Subsidiaries  (collectively,  "Proceedings")
not  previously  disclosed in writing by Borrower to Lenders or (Y) any material
development in any Proceeding that, in any case:

(1) if adversely  determined,  has a reasonable  possibility of giving rise to a
Material Adverse Effect; or

(2) seeks to enjoin or otherwise  prevent the consummation of, or to recover any
damages or obtain relief as a result of, the transactions contemplated hereby;

written notice thereof together with such other information as may be reasonably
available  to Borrower  to enable  Lenders  and their  counsel to evaluate  such
matters;  and (b) within  twenty  days after the end of each Fiscal  Quarter,  a
schedule of all Proceedings involving an alleged liability of, or claims against
or  affecting,  Borrower  or any of its  Subsidiaries  equal to or greater  than
$500,000,  and  promptly  after  request  by  Administrative  Agent  such  other
information  as may be reasonably  requested by  Administrative  Agent to enable
Administrative Agent and its counsel to evaluate any of such Proceedings;

(ix)     ERISA Events: promptly upon becoming aware of the occurrence of or
         forthcoming occurrence of any ERISA Event, a written notice specifying
         the nature thereof, what action Borrower, 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;

(x) ERISA Notices:  with  reasonable  promptness,  copies of (a) each Schedule B
(Actuarial  Information)  to the  annual  report  (Form  5500  Series)  filed by
Borrower,  any of its  Subsidiaries or any of their  respective ERISA Affiliates
with the Internal  Revenue  Service with respect to each Pension  Plan;  (b) all
notices received by Borrower, any of its Subsidiaries or any of their respective
ERISA  Affiliates from a Multiemployer  Plan sponsor  concerning an ERISA Event;
and (c)  copies of such  other  documents  or  governmental  reports  or filings
relating to any Employee Benefit Plan as  Administrative  Agent shall reasonably
request;

(xi) Financial  Plans:  as soon as practicable and in any event no later than 30
days after the beginning of each Fiscal Year, a consolidated  plan and financial
forecast  for such Fiscal  Year (the  "Financial  Plan" for such  Fiscal  Year),
including  (a)  a  forecasted   consolidated   balance   sheet  and   forecasted
consolidated   statements   of  income  and  cash  flows  of  Borrower  and  its
Subsidiaries  for  such  Fiscal  Year,  together  with  a pro  forma  Compliance
Certificate  for such Fiscal Year and an explanation of the assumptions on which
such  forecasts  are based,  (b) a  forecasted  consolidated  balance  sheet and
forecasted  consolidated statements of income and cash flows of Borrower and its
Subsidiaries for each month of such Fiscal Year, together with an explanation of
the  assumptions  on  which  such  forecasts  are  based,  and  (c)  such  other
information and projections as any Lender may reasonably request;

(xii) Insurance: 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 required hereunder to be maintained as
of the date of such report by Borrower  and its  Subsidiaries  and all  material
insurance  coverage planned to be maintained by Borrower and its Subsidiaries in
the immediately succeeding Fiscal Year as required hereunder;

(xiii) Corporate Matters: with reasonable promptness,  written notice of (1) any
amendment of the articles or  certificate of  incorporation  or by-laws or other
constituent documents of Borrower or any of its Subsidiaries,  (2) any change in
the   composition  of  the  board  of  directors  of  Borrower  or  any  of  its
Subsidiaries, and (3) any change in the executive officers of Borrower or any of
its Subsidiaries;

(xiv) New  Subsidiaries:  promptly  upon any  Person  becoming a  Subsidiary  of
Borrower,  a written  notice  setting  forth with respect to such Person (a) the
date on which such Person  became a  Subsidiary  of Borrower  and (b) all of the
data required to be set forth in Schedule 5.1 annexed hereto with respect to all
Subsidiaries of Borrower (it being  understood that such written notice shall be
deemed to  supplement  Schedule  5.1  annexed  hereto for all  purposes  of this
Agreement);

(xv) UCC Search Report: as promptly as practicable after the date of delivery to
Administrative  Agent of any UCC financing  statement executed by any Loan Party
pursuant  to  subsection  4.1J(iv) or 6.8A,  copies of  completed  UCC  searches
evidencing the proper  filing,  recording and indexing of all such UCC financing
statement and listing all other  effective  financing  statements that name such
Loan  Party  as  debtor,  together  with  copies  of all  such  other  financing
statements not previously  delivered to Administrative  Agent by or on behalf of
Borrower or such Loan Party;

(xvi) Margin Determination Certificate: commencing with the Fiscal Quarter ended
September 30, 2001, together with each delivery of financial statements for each
Fiscal Quarter (other than each fourth Fiscal  Quarter)  pursuant to subdivision
(ii) above, and within 45 days of the last day of each fourth Fiscal Quarter,  a
Margin  Determination   Certificate   demonstrating  in  reasonable  detail  the
calculation of the  Consolidated  Total Leverage Ratio for the four  consecutive
Fiscal  Quarters  ending on the day of the  accounting  period  covered  by such
financial statements;

(xvii)  Deposit  Accounts:  promptly upon the opening of any Deposit  Account by
Borrower or any of its  Subsidiaries,  a written notice setting forth all of the
data  required to be set forth in Schedule  6.10 annexed  hereto with respect to
such Deposit Account;

(xviii) Material Contracts:  promptly, and in any event within ten Business Days
after any Material Contract of Borrower or any of its Subsidiaries is terminated
or  amended  in a  manner  that  is  materially  adverse  to  Borrower  or  such
Subsidiary,  as the case may be, or any new Material Contract is entered into, a
written statement  describing such event with copies of such material amendments
or new  contracts,  and an  explanation  of any actions being taken with respect
thereto; and

(xix)  Revisions  or Updates to  Schedules:  should  any of the  information  or
disclosures  provided on any of the Schedules  originally attached to any of the
Loan Documents become outdated or incorrect in any material respect,  as part of
the  next  quarterly  Officers'  Certificate  required  pursuant  to  subsection
6.1(iv),  such  revisions  or updates to such  Schedules  as may be necessary or
appropriate to update or correct such Schedules, provided that no such revisions
or  updates  to any  Schedules  shall be deemed  to have  amended,  modified  or
superseded such Schedules immediately prior to the submission of such revised or
updated  Schedules,  or to have cured any breach of warranty  or  representation
resulting from the inaccuracy or  incompleteness  of any such Schedules,  unless
and until the  Requisite  Lenders in their sole and absolute  discretion,  shall
have accepted in writing such revisions or updates to such Schedules; and

(xx) Other Information:  with reasonable promptness,  such other information and
data with  respect to Borrower or any of its  Subsidiaries  as from time to time
may be reasonably requested by any Lender.

6.2      Corporate Existence, etc.

         Except as permitted under subsection 7.7, Borrower will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and
effect its corporate existence and all rights and franchises material to its
business; provided, however that neither Borrower nor any of its Subsidiaries
shall be required to preserve any such right or franchise if the Board of
Directors of Borrower or such Subsidiary shall determine that the preservation
thereof is no longer desirable in the conduct of the business of Borrower or
such Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to Borrower, such Subsidiary or Lenders.

6.3      Payment of Taxes and Claims; Tax Consolidation.

A. Borrower will, and will cause each of its Subsidiaries to, pay all taxes,
assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty 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 that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (1) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (2) 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 charge
or claim.

B.  Borrower  will not, nor will it permit any of its  Subsidiaries  to, file or
consent to the  filing of any  consolidated  income  tax return  with any Person
(other than Borrower or any of its Subsidiaries).

6.4    Maintenance    of    Properties;    Insurance;    Application    of   Net
Insurance/Condemnation Proceeds.

A. Maintenance of Properties. Borrower 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 Borrower and its Subsidiaries (including all
Intellectual Property) and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof.

B. Insurance. Borrower, at its sole cost and expense, 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 Borrower
and its Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations 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 corporations similarly situated in the industry.
Without limiting the generality of the foregoing, Borrower will maintain or
cause to be maintained (i) 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 (ii) replacement value
casualty insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts, with such deductibles, covering such
risks, and having other terms and conditions as are at all times satisfactory to
Administrative Agent in its commercially reasonable judgment. Each such policy
of insurance shall (a) name Administrative Agent for the benefit of Lenders as
an additional insured thereunder as its interests may appear and (b) in the case
of each business interruption and casualty insurance policy, contain a loss
payable clause or endorsement, satisfactory in form and substance to
Administrative Agent, that names Administrative Agent for the benefit of Lenders
as the loss payee thereunder for any covered loss in excess of $500,000 and
provides for at least 30 days prior written notice to Administrative Agent of
any modification or cancellation of such policy.

C.       Application of Net Insurance/Condemnation Proceeds.

(i)      Business Interruption Insurance. Upon receipt by Borrower or any of its
         Subsidiaries of any business interruption insurance proceeds
         constituting Net Insurance/Condemnation Proceeds, (a) so long as no
         Event of Default and no Potential Event of Default shall have occurred
         and be continuing, Borrower or such Subsidiary may retain and apply
         such Net Insurance/Condemnation Proceeds for working capital purposes,
         and (b) if an Event of Default or a Potential Event of Default shall
         have occurred and be continuing, Borrower shall apply an amount equal
         to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or
         the Revolving Loan Commitments shall be reduced) as provided in
         subsection 2.4B(iii)(b);

(ii) Casualty  Insurance/Condemnation  Proceeds. Upon receipt by Borrower or any
of its Subsidiaries of any Net  Insurance/Condemnation  Proceeds other than from
business  interruption  insurance,  (a) so long as no  Event of  Default  and no
Potential  Event of Default  shall have  occurred  and be  continuing,  Borrower
shall,  or  shall  cause  one or  more  of its  Subsidiaries  to,  promptly  and
diligently apply all Net  Insurance/Condemnation  Proceeds in excess of $250,000
to pay or reimburse the costs of repairing, restoring or replacing the assets in
respect of which such Net  Insurance/Condemnation  Proceeds were received within
180 days after  receipt of such Net  Insurance/Condemnation  Proceeds or, to the
extent not so applied  within such 180 day period,  to prepay the Loans  (and/or
the  Revolving  Loan  Commitments  shall be reduced)  as provided in  subsection
2.4B(iii)(b),  and (b) if an Event of  Default or a  Potential  Event of Default
shall have occurred and be  continuing,  Borrower shall apply an amount equal to
such Net  Insurance/Condemnation  Proceeds  to  prepay  the  Loans  (and/or  the
Revolving  Loan  Commitments   shall  be  reduced)  as  provided  in  subsection
2.4B(iii)(b).

(iii) Net Insurance/Condemnation Proceeds Received by Administrative Agent. Upon
actual  receipt  by  Administrative  Agent  of  any  Net  Insurance/Condemnation
Proceeds   as   loss   payee,    (a)   if   the   aggregate    amount   of   Net
Insurance/Condemnation   Proceeds  received  (and  reasonably   expected  to  be
received)  by  Administrative  Agent in  respect  of any  covered  loss  exceeds
$500,000,  or if and to the extent  Borrower  would have been  required to apply
such Net  Insurance/Condemnation  Proceeds (if it had received them directly) to
prepay the Loans and/or reduce the Revolving  Loan  Commitments,  Administrative
Agent shall, and Borrower hereby authorizes  Administrative Agent to, apply such
Net  Insurance/Condemnation  Proceeds to prepay the Loans  (and/or the Revolving
Loan Commitments shall be reduced) as provided in subsection  2.4B(iii)(b),  and
(b) to the extent the  foregoing  clause  (a) does not apply,  if the  aggregate
amount of such Net  Insurance/Condemnation  Proceeds  received  (and  reasonably
expected to be received) by Administrative  Agent in respect of any covered loss
does  not  exceed  $500,000,   Administrative   Agent  shall  deliver  such  Net
Insurance/Condemnation  Proceeds to Borrower, and Borrower shall, or shall cause
one   or   more   of   its    Subsidiaries   to,   promptly   apply   such   Net
Insurance/Condemnation  Proceeds  to  the  costs  of  repairing,  restoring,  or
replacing  the  assets  in  respect  of which  such  Net  Insurance/Condemnation
Proceeds   were   received   within   180  days   after   receipt  of  such  Net
Insurance/Condemnation Proceeds or, to the extent not so applied within such 180
day period,  to prepay the Loans (and/or the Revolving Loan Commitments shall be
reduced) as provided in  subsection  2.4B(iii)(b);  provided that if an Event of
Default or a Potential  Event of Default shall have occurred and be  continuing,
Administrative    Agent   shall   apply   an   amount    equal   to   such   Net
Insurance/Condemnation  Proceeds to prepay the Loans (and/or the Revolving  Loan
Commitments shall be reduced) as provided in subsection 2.4B(iii)(b).

6.5  Inspection  Rights;  Audits of Inventory  and Accounts  Receivable;  Lender
Meeting.

A. Inspection Rights. Borrower shall, and shall cause each of its Subsidiaries
to, permit any authorized representatives designated by any Lender to visit and
inspect any of the properties of Borrower or of any of its Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Borrower
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested. Lenders shall coordinate their
visits and inspections with those of Administrative Agent so as to minimize the
number of separate visits to Borrower's premises.

B. Audits of Inventory and Accounts Receivable. Borrower shall, and shall cause
each of its Subsidiaries to, permit any authorized representatives designated by
Administrative Agent to conduct up to two audits of all Inventory and accounts
receivable of Loan Parties during each twelve-month period after the Closing
Date, all upon reasonable notice and at such reasonable times during normal
business hours as may reasonably be requested; provided that upon the occurrence
and during the continuation of an Event of Default or a Potential Event of
Default, authorized representatives designated by Administrative Agent shall be
permitted to conduct additional audits of all such Inventory and accounts
receivable.

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

6.6      Compliance with Laws, etc.

         Borrower shall comply, and shall cause each of its Subsidiaries and all
other Persons 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 cause, individually or in the aggregate, a Material Adverse Effect.

6.7 Environmental Review and Investigation, Disclosure, Etc.; Borrower's Actions
Regarding Hazardous Materials Activities, Environmental Claims and Violations of
Environmental Laws.


A. Environmental Review and Investigation. Borrower agrees that Administrative
Agent may, from time to time and in its reasonable discretion, if (i)
Administrative Agent reasonably believes that Borrower has breached any
representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6 or
6.7 or that there has been a material violation of Environmental Laws at any
Facility or by Borrower or any of its Subsidiaries at any other location or (ii)
an Event of Default has occurred and is continuing, retain, at Borrower's
expense, an independent professional consultant to review any environmental
audits, investigations, analyses and reports relating to Hazardous Materials
prepared by or for Borrower or conduct its own investigation of any Facility;
provided that, in the case of any Facility no longer owned, leased, operated or
used by Borrower or any of its Subsidiaries, Borrower shall only be obligated to
use its best efforts to obtain permission for Administrative Agent's
professional consultant to conduct an investigation of such Facility. For
purposes of conducting such a review and/or investigation, Borrower hereby
grants to Administrative Agent and its agents, employees, consultants and
contractors the right to enter into or onto any Facilities currently owned,
leased, operated or used by Borrower or any of its Subsidiaries and to perform
such tests on such property (including taking samples of soil, groundwater and
suspected asbestos-containing materials) as are reasonably necessary in
connection therewith. Any such investigation of any Facility shall be conducted,
unless otherwise agreed to by Borrower and Administrative Agent, during normal
business hours and, to the extent reasonably practicable, shall be conducted so
as not to interfere with the ongoing operations at such Facility or to cause any
damage or loss to any property at such Facility. Borrower and Administrative
Agent hereby acknowledge and agree that any report of any investigation
conducted at the request of Administrative Agent pursuant to this subsection
6.7A will be obtained and shall be used by Administrative Agent and Lenders for
the purposes of Lenders' internal credit decisions, to monitor and police the
Loans and to protect Lenders' security interests, if any, created by the Loan
Documents. Administrative Agent agrees to deliver a copy of any such report to
Borrower with the understanding that Borrower acknowledges and agrees that (x)
it will indemnify and hold harmless Administrative Agent and each Lender from
any costs, losses or liabilities relating to Borrower's use of or reliance on
such report, (y) neither Administrative Agent nor any Lender makes any
representation or warranty with respect to such report, and (z) by delivering
such report to Borrower, neither Administrative Agent nor any Lender is
requiring or recommending the implementation of any suggestions or
recommendations contained in such report.

B. Environmental  Disclosure.  Borrower will deliver to Administrative Agent and
Lenders:

(i) Environmental  Audits and Reports. As soon as practicable  following receipt
thereof,  copies  of all  environmental  audits,  investigations,  analyses  and
reports of any kind or character,  whether  prepared by personnel of Borrower or
any of its Subsidiaries or by independent consultants,  governmental authorities
or any other Persons,  with respect to significant  environmental matters at any
Facility which,  individually or in the aggregate,  could reasonably be expected
to result in a Material  Adverse  Effect or with  respect  to any  Environmental
Claims which, individually or in the aggregate,  could reasonably be expected to
result in a Material Adverse Effect;

(ii)  Notice of Certain  Releases,  Remedial  Actions,  Etc.  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 which Release could
reasonably  be  expected to have a Material  Adverse  Effect,  (b) any  remedial
action  taken by Borrower or any other  Person in response to (1) any  Hazardous
Materials  Activities  the  existence of which has a reasonable  possibility  of
resulting in one or more Environmental  Claims that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, or (2) any
Environmental Claims that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

(iii) Written Communications  Regarding Environmental Claims,  Releases, Etc. As
soon as practicable  following the sending or receipt thereof by Borrower or any
of its Subsidiaries,  a copy of any and all written  communications with respect
to (a) any Environmental Claims that,  individually or in the aggregate,  have a
reasonable  possibility  of giving rise to a Material  Adverse  Effect,  (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 Borrower or any of its
Subsidiaries  may  be  potentially   responsible  for  any  Hazardous  Materials
Activity.

(iv) Notice of Certain  Proposed  Actions Having  Environmental  Impact.  Prompt
written notice describing in reasonable  detail (a) any proposed  acquisition of
stock,  assets,  or property by Borrower or any of its  Subsidiaries  that could
reasonably be expected to (1) expose Borrower or any of its  Subsidiaries to, or
result in,  Environmental  Claims  that could  reasonably  be  expected to have,
individually  or in the aggregate,  a Material  Adverse Effect or (2) affect the
ability of  Borrower  or any of its  Subsidiaries  to maintain in full force and
effect all material Governmental Authorizations required under any Environmental
Laws for their respective  operations and (b) any proposed action to be taken by
Borrower or any of its  Subsidiaries  to modify  current  operations in a manner
that could reasonably be expected to subject Borrower or any of its Subsidiaries
to any additional  obligations or requirements under any Environmental Laws that
could  reasonably  be  expected to have,  individually  or in the  aggregate,  a
Material Adverse Effect.

(v) Phase I  Environmental  Reports.  Within 90 days after the Closing  Date,  a
Phase I environmental assessment for each Facility (other than Facilities listed
on Schedule 4.1K and Leasehold Properties at which Borrower and its Subsidiaries
do not  conduct any  manufacturing  activities),  which shall (a)  substantially
conform to the ASTM Standard Practice for Environmental Site Assessments:  Phase
I Environmental Site Assessment Process, E 1527, (b) be conducted by one or more
environmental  consulting firms reasonably satisfactory to Administrative Agent,
and (c) include a visual assessment of suspect asbestos-containing  materials at
such Facilities, all to the reasonable satisfaction of Administrative Agent.

(vi) Other  Information.  With reasonable  promptness,  such other documents and
information as from time to time may be reasonably  requested by  Administrative
Agent in relation to any matters disclosed pursuant to this subsection 6.7.

C. Borrower's Actions Regarding  Hazardous Materials  Activities,  Environmental
Claims and Violations of Environmental Laws.

(i) Remedial Actions Relating to Hazardous Materials Activities.  Borrower shall
promptly  undertake,  and  shall  cause  each of its  Subsidiaries  promptly  to
undertake, any and all investigations,  studies, sampling,  testing,  abatement,
cleanup,  removal,  remediation or other response  actions  necessary to remove,
remediate, clean up or abate any Hazardous Materials Activity on, under or about
any Facility that is in violation of any  Environmental  Laws or that presents a
material risk of giving rise to an Environmental Claim. In the event Borrower or
any of its Subsidiaries undertakes any such action with respect to any Hazardous
Materials, Borrower or such Subsidiary shall conduct and complete such action in
compliance  with all applicable  Environmental  Laws and in accordance  with the
policies,  orders and  directives of all federal,  state and local  governmental
authorities  except  when,  and  only to the  extent  that,  Borrower's  or such
Subsidiary's  liability  with respect to such  Hazardous  Materials  Activity is
being  diligently  contested  in good faith and by  appropriate  proceedings  by
Borrower or such Subsidiary.

(ii)  Actions  with  Respect  to   Environmental   Claims  and   Violations   of
Environmental  Laws.  Borrower  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 Borrower or its Subsidiaries that
could  reasonably  be  expected to have,  individually  or in the  aggregate,  a
Material   Adverse  Effect  and  (ii)  make  an  appropriate   response  to  any
Environmental  Claim against  Borrower or any of its  Subsidiaries and discharge
any  obligations  it may have to any Person  thereunder  where  failure to do so
could  reasonably  be  expected to have,  individually  or in the  aggregate,  a
Material Adverse Effect.

6.8 Execution of Subsidiary Guaranty and Personal Property Collateral  Documents
by Certain Subsidiaries and Future Subsidiaries.

A. Execution of Subsidiary Guaranty and Personal Property Collateral Documents.
If any Person organized under the laws of the United States or any State thereof
or the District of Columbia becomes a Subsidiary of Borrower after the date
hereof, Borrower will promptly notify Administrative Agent of that fact and
cause such Subsidiary to execute and deliver to Administrative Agent a
counterpart of the Subsidiary Guaranty and the Security Agreement and to take
all such further actions and execute all such further documents and instruments
(including actions, documents and instruments comparable to those described in
subsection 4.1I and 4.1J) as may be necessary or, in the opinion of
Administrative Agent, desirable to create in favor of Administrative Agent, for
the benefit of Lenders, a valid First Priority Lien on all of the personal and
mixed property assets of such Subsidiary described in the applicable forms of
the Collateral Documents.

B. Subsidiary Charter Documents, Legal Opinions, Etc. Borrower shall deliver to
Administrative Agent, together with such Loan Documents, (i) certified copies of
such Subsidiary's Certificate or Articles of Incorporation, together with a good
standing certificate from the Secretary of State of the jurisdiction of its
incorporation and each other state in which such Person is qualified as a
foreign corporation to do business and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any applicable
franchise or similar taxes from the appropriate taxing authority of each of such
jurisdictions, each to be dated a recent date prior to their delivery to
Administrative Agent, (ii) a copy of such Subsidiary's Bylaws, certified by its
corporate secretary or an assistant secretary as of a recent date prior to their
delivery to Administrative Agent, (iii) a certificate executed by the secretary
or an assistant secretary of such Subsidiary as to (a) the fact that the
attached resolutions of the Board of Directors of such Subsidiary approving and
authorizing the execution, delivery and performance of such Loan Documents are
in full force and effect and have not been modified or amended and (b) the
incumbency and signatures of the officers of such Subsidiary executing such Loan
Documents, and (iv) a favorable opinion of counsel to such Subsidiary, addressed
to Administrative Agent and Lenders, in form and substance satisfactory to
Administrative Agent and its counsel, as to (a) the due organization and good
standing of such Subsidiary, (b) the due authorization, execution and delivery
by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan
Documents against such Subsidiary, (d) such other matters (including matters
relating to the creation and perfection of Liens in any Collateral pursuant to
such Loan Documents) as Administrative Agent may reasonably request, all of the
foregoing to be satisfactory in form and substance to Administrative Agent and
its counsel.

6.9 Conforming Leasehold Interests; Matters Relating to Additional Real Property
Collateral.

A.  Conforming  Leasehold  Interests.  If  Borrower  or any of its  Subsidiaries
acquires any Leasehold Property,  Borrower shall, or shall cause such Subsidiary
to, cause such Leasehold Property to be a Conforming Leasehold Interest.

B. Additional Mortgages, Etc. From and after the Closing Date, in the event that
(x)  Borrower or any  Subsidiary  Guarantor  acquires  any fee  interest in real
property  or any  Material  Leasehold  Property,  or (y) at the time any  Person
becomes a  Subsidiary  Guarantor,  such Person owns or holds any fee interest in
real  property or any  Material  Leasehold  Property,  in the case of clause (y)
above excluding any such Real Property Asset the encumbrancing of which requires
the consent of any applicable lessor or then-existing  senior lienholder,  where
Borrower  and its  Subsidiaries  are unable to obtain  such  lessor's  or senior
lienholder's consent after use of commercially reasonable best efforts (any such
non-excluded  Real Property Asset  described in the foregoing  clause (x) or (y)
being an "Additional Mortgaged Property"), Borrower or such Subsidiary Guarantor
shall deliver to Administrative  Agent, as soon as practicable after such Person
acquires such Additional  Mortgaged Property or becomes a Subsidiary  Guarantor,
as the case may be, the following:

(i) Additional Mortgage. A fully executed and notarized Mortgage (an "Additional
Mortgage"),   duly  recorded  in  all  appropriate   places  in  all  applicable
jurisdictions,  encumbering  the interest of such Loan Party in such  Additional
Mortgaged Property;

(ii) Opinions of Counsel. (a) A favorable opinion of counsel to such Loan Party,
addressed  to   Administrative   Agent  and  Lenders,   in  form  and  substance
satisfactory  to   Administrative   Agent  and  its  counsel,   as  to  the  due
authorization,  execution  and  delivery  by such Loan Party of such  Additional
Mortgage and such other matters as Administrative  Agent may reasonably request,
and (b) if required by Administrative  Agent, an opinion of counsel addressed to
Administrative Agent and Lenders (which counsel shall be reasonably satisfactory
to  Administrative  Agent)  in the  state in  which  such  Additional  Mortgaged
Property is located with respect to the enforceability of the form of Additional
Mortgage  recorded in such state and such other matters  (including  any matters
governed  by the  laws  of  such  state  regarding  personal  property  security
interests in respect of any Collateral) as  Administrative  Agent may reasonably
request,  in  each  case  in  form  and  substance  reasonably  satisfactory  to
Administrative Agent;

(iii) Landlord Consent and Estoppel; Recorded Leasehold Interest. In the case of
an  Additional  Mortgaged  Property  consisting of a Leasehold  Property,  (a) a
Landlord  Consent and Estoppel,  unless Borrower or such Subsidiary is unable to
obtain the Landlord  Consent and Estoppel  after using  commercially  reasonable
best efforts to obtain the same, and (b) evidence that such  Leasehold  Property
is a Recorded Leasehold Interest;

(iv) Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee
title insurance  policy or an  unconditional  commitment  therefor issued by the
Title Company with respect to such Additional  Mortgaged Property,  in an amount
satisfactory to Administrative  Agent,  insuring fee simple title to, or a valid
leasehold  interest in, such Additional  Mortgaged  Property vested in such Loan
Party and assuring  Administrative Agent that such Additional Mortgage creates a
valid and enforceable First Priority mortgage Lien on such Additional  Mortgaged
Property,  subject only to a standard survey  exception,  which policy (1) shall
include an endorsement  for  mechanics'  liens,  for future  advances under this
Agreement and for any other matters reasonably requested by Administrative Agent
and (2)  shall  provide  for  affirmative  insurance  and  such  reinsurance  as
Administrative  Agent may reasonably  request,  all of the foregoing in form and
substance  reasonably  satisfactory to  Administrative  Agent;  and (b) evidence
satisfactory to  Administrative  Agent that such Loan Party has (i) delivered to
the Title Company all certificates and affidavits  required by the Title Company
in  connection  with the  issuance  of such  policy  and (ii)  paid to the Title
Company or to the appropriate governmental authorities all expenses and premiums
of the Title  Company in  connection  with the  issuance  of such policy and all
recording and stamp taxes (including  mortgage  recording and intangible  taxes)
payable in connection with recording the Additional  Mortgage in the appropriate
real estate records;

(v) Title Report.  If no title insurance policy is required with respect to such
Additional  Mortgaged Property,  a title report issued by the Title Company with
respect  thereto,  dated not more than 30 days prior to the date such Additional
Mortgage  is  to  be  recorded  and   satisfactory  in  form  and  substance  to
Administrative Agent;

(vi) Copies of Documents  Relating to Title  Exceptions.  Copies of all recorded
documents  listed  as  exceptions  to  title  or  otherwise  referred  to in the
additional title insurance  policy or title report delivered  pursuant to clause
(iv) or (v) above;

(vii) Matters Relating to Flood Hazard Properties. (a) Evidence, which may be in
the form of a letter from an insurance broker or a municipal engineer, as to (1)
whether such Additional Mortgaged Property is a Flood Hazard Property and (2) if
so,  whether the  community  in which such Flood  Hazard  Property is located is
participating  in the National Flood Insurance  Program,  (b) if such Additional
Mortgaged  Property  is a Flood  Hazard  Property,  such  Loan  Party's  written
acknowledgement of receipt of written notification from Administrative Agent (1)
that such Additional Mortgaged Property is a Flood Hazard Property and (2) as to
whether  the  community  in which  such  Flood  Hazard  Property  is  located is
participating in the National Flood Insurance Program, and (c) in the event such
Additional  Mortgaged  Property is a Flood Hazard  Property that is located in a
community that  participates in the National Flood Insurance  Program,  evidence
that  Borrower  has  obtained  flood  insurance  in respect of such Flood Hazard
Property to the extent required under the applicable regulations of the Board of
Governors of the Federal Reserve System; and

(viii)  Environmental  Audit. If required by Administrative  Agent,  reports and
other information,  in form, scope and substance  satisfactory to Administrative
Agent and prepared by environmental  consultants  satisfactory to Administrative
Agent,  concerning any environmental hazards or liabilities to which Borrower or
any of its Subsidiaries may be subject with respect to such Additional Mortgaged
Property.

6.10     Deposit Accounts and Cash Management Systems.

         Borrower shall, and shall cause each of its Subsidiaries to, use and
maintain its Deposit Accounts and cash management systems in a manner reasonably
satisfactory to Administrative Agent. Information regarding these Deposit
Accounts, including (a) the name and address of the financial institutions
maintaining the Deposit Accounts, and (b) the Deposit Account numbers, shall be
set forth on Schedule 6.10 annexed hereto. Borrower shall not permit any Deposit
Accounts at any time to have a principal balance in excess of $100,000 unless
Borrower or such Subsidiary, as the case may be, has (i) delivered to
Administrative Agent an agreement, satisfactory in form and substance to
Administrative Agent and executed by the financial institution at which such
Deposit Account is maintained, pursuant to which such financial institution
confirms and acknowledges Administrative Agent's security interest in, and sole
dominion and control over, such Deposit Account and waives its rights to set-off
with respect to amounts in such Deposit Account, and (ii) taken all other steps
necessary or, in the opinion of Administrative Agent, desirable to ensure that
Administrative Agent will have sole dominion and control over such Deposit
Account at all times while such agreement is in effect; provided that if
Borrower or such Subsidiary is unable to obtain such agreement from such
financial institution Borrower shall, or shall cause such Subsidiary to, within
30 days after receiving a written request by Administrative Agent to do so,
transfer all amounts in the applicable Deposit Account to a Deposit Account
maintained at a financial institution from which Borrower or such Subsidiary has
obtained such an agreement.

6.11     Interest Rate Cap.

         At all times after the date that is 90 days after the Closing Date,
Borrower shall maintain in effect one or more Interest Rate Agreements with
respect to the Term Loans, in an aggregate notional principal amount of at least
$82,500,000, which Interest Rate Agreements shall have the effect of
establishing a maximum interest rate of not more than 12% per annum with respect
to such notional principal amount, each such Interest Rate Agreement to be in
form and substance reasonably satisfactory to Administrative Agent and with a
term of not less than three years after the Closing Date.

6.12     Assignment of Claims Act.

         Upon the request of Administrative Agent made at any time when
government contracts are material to Borrower's or any of its Subsidiary's
business, Borrower shall, and shall cause each applicable Subsidiary to, execute
any documents or instruments and take such steps or actions reasonably required
by Administrative Agent so that all monies due or to become due under any
contract within the United States of America, the District of Columbia or any
state, county, municipality or other domestic or foreign governmental entity, or
any department, agency or instrumentality thereof, will be assigned to
Administrative Agent, for the benefit of itself and the Lenders, and notice
given thereof in accordance with the requirements of the Assignment of Claims
Act of 1940, as amended, or any other laws, rules or regulations relating to the
assignment of any such contract and monies due or to become due.

6.13     Landlord Consents and Estoppels; Recorded Leasehold Interests.

         In the case of each Leasehold Property, Borrower shall, and shall cause
each applicable Subsidiary to, use its commercially reasonable best efforts to
obtain and deliver (a) a fully executed Landlord Consent and Estoppel with
respect thereto, and (b) evidence that such Leasehold Property is a Recorded
Leasehold Interest.

6.14     Other Post-Closing Matters.

         Notwithstanding the provisions of subsection 4.1 or the other
provisions of this Section 6, Borrower shall, and shall cause each of its
Subsidiaries to, comply with each of the affirmative covenants set forth in
Schedule 6.14 attached hereto during the applicable period set forth therein.

Section 7.        BORROWER'S NEGATIVE COVENANTS

         Borrower covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Borrower shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 7.

7.1      Indebtedness.

         Borrower shall not, and shall not 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:

(i) Borrower may become and remain liable with respect to the Obligations;

(ii) Borrower and its  Subsidiaries may become and remain liable with respect to
Contingent  Obligations  permitted  by  subsection  7.4 and,  upon  any  matured
obligations actually arising pursuant thereto, the Indebtedness corresponding to
the Contingent Obligations so extinguished;

(iii) Borrower and its Subsidiaries may become and remain liable with respect to
Indebtedness in respect of Capital Leases; provided that such Capital Leases are
permitted under the terms of subsection 7.9;

(iv) Borrower may become and remain liable with respect to  Indebtedness  to any
of  its  wholly-owned  domestic  Subsidiaries,  and  any  wholly-owned  domestic
Subsidiary of Borrower may become and remain liable with respect to Indebtedness
to Borrower or any other wholly-owned, domestic Subsidiary of Borrower; provided
that (a) all such  intercompany  Indebtedness  shall be evidenced by  promissory
notes,  (b) all such  intercompany  Indebtedness  owed by Borrower to any of its
Subsidiaries shall be subordinated in right of payment to the payment in full of
the Obligations  pursuant to the terms of the applicable  promissory notes or an
intercompany  subordination  agreement, and (c) any payment by any Subsidiary of
Borrower  under any  guaranty  of the  Obligations  shall  result in a pro tanto
reduction of the amount of any intercompany Indebtedness owed by such Subsidiary
to Borrower or to any of its  Subsidiaries  for whose  benefit  such  payment is
made; and

(v) Borrower and its  Subsidiaries  may become and remain liable with respect to
other  unsecured  Indebtedness  in an aggregate  principal  amount not to exceed
$10,000,000 at any time outstanding.

7.2      Liens and Related Matters.

A. Prohibition on Liens. Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom or proceeds thereof, 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 or proceeds under the UCC of any State or under any
similar recording or notice statute, except:

(i)      Permitted Encumbrances;

(ii)     Liens granted pursuant to the Collateral Documents; and

(iii)    Liens described in Schedule 7.2 annexed hereto.

B. Equitable Lien in Favor of Lenders. If Borrower 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 Liens excepted by the provisions of
subsection 7.2A, it shall make or cause to be made effective provision 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 that, 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 permitted by the provisions of subsection 7.2A.

C. No  Further  Negative  Pledges.  Except  with  respect to  specific  property
encumbered to secure payment of particular  Indebtedness  or to be sold pursuant
to an executed  agreement  with respect to an Asset Sale  permitted by the terms
hereof,  neither  Borrower  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.

D. No Restrictions on Subsidiary Distributions to Borrower or Other
Subsidiaries. Except as provided herein, Borrower will not, and will not 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 such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's capital stock owned by Borrower or any
other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Borrower or any other Subsidiary of Borrower, (iii) make loans or
advances to Borrower or any other Subsidiary of Borrower, or (iv) transfer any
of its property or assets to Borrower or any other Subsidiary of Borrower.

7.3      Investments; Joint Ventures.

         Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, except:

(i) Borrower and its  Subsidiaries may make and own Investments in Cash and Cash
Equivalents;

(ii) Borrower and its  Subsidiaries may (a) make and own Investments in any Loan
Party, and (b) make and own Investments in any Subsidiaries of Borrower that are
not Loan Parties in aggregate amount not to exceed $750,000;

(iii) Borrower and its  Subsidiaries may make  intercompany  loans to the extent
permitted under subsection 7.1(iv);

(iv) Borrower and its Subsidiaries may make  Consolidated  Capital  Expenditures
permitted by subsection 7.8;

(v) Borrower and its Subsidiaries  may continue to own the Investments  owned by
them as of the Closing Date and described in Schedule 7.3 annexed hereto;

(vi) Borrower and its  Subsidiaries  may make and own  Investments  in shares of
capital  stock,   evidence  of  Indebtedness  or  other  security   acquired  in
consideration  for or as evidence of  past-due  or  restructured  Accounts in an
aggregate face amount of such Accounts at any time not to exceed $500,000;

(vii)  Borrower and its  Subsidiaries  may make and own  Investments in non-cash
consideration  received in connection  with any Asset Sale  otherwise  permitted
hereby;

(viii) Borrower and its  Subsidiaries  may make and own Investments with respect
to any obligation to indemnify  their  respective  officers and directors to the
fullest extent permitted by the corporation or limited  liability company law of
the jurisdiction of such Person's organization;

(ix) Borrower and its  Subsidiaries  may make and own  Investments  in loans and
advances (a) to their respective employees for moving, entertainment, travel and
other similar expenses in the ordinary course of business not to exceed $250,000
in the aggregate at any time outstanding,  or (b) to their respective  employees
and to their respective independent sales representatives  secured by the pledge
of  shares of  Borrower  Common  Stock  made to  finance  the  purchase  by such
employees (or  representatives)  of such stock, not to exceed  $1,000,000 in the
aggregate at any time outstanding;

(x) Borrower and its Subsidiaries may make  acquisitions  permitted  pursuant to
subsection 7.7; and

(xi) Borrower and its  Subsidiaries may sell inventory on credit in the ordinary
course of business.

7.4      Contingent Obligations.

         Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

(i) Borrower may become and remain liable with respect to Contingent Obligations
in respect of Letters of Credit issued under this Agreement and  Subsidiaries of
Borrower may become and remain liable with respect to Contingent  Obligations in
respect of the Subsidiary Guaranty;

(ii) Borrower and its  Subsidiaries may become and remain liable with respect to
other Contingent Obligations (including letters of credit) in an
         aggregate amount not to exceed $750,000 at any time;

(iii) Borrower and its Subsidiaries may become and remain liable with respect to
Contingent  Obligations under the Related  Agreements or otherwise in respect of
customary  indemnification and purchase price adjustment obligations incurred in
connection with (x) Asset Sales or other sales of assets  permitted by the terms
hereof, and (y) acquisitions permitted under this Agreement;

(iv) Borrower and its  Subsidiaries may become and remain liable with respect to
Contingent  Obligations in respect of any Indebtedness of Borrower or any of its
Subsidiaries permitted by subsection 7.1;

(v) Borrower and its Subsidiaries, as applicable, may remain liable with respect
to Contingent Obligations described in Schedule 7.4 annexed hereto;

(vi) Borrower and its  Subsidiaries may become and remain liable with respect to
Contingent  Obligations incurred in the ordinary course of business with respect
to surety and appeal bonds, performance bonds and other similar obligations;

(vii) Borrower and its Subsidiaries may become and remain liable with respect to
Contingent  Obligations  incurred  in the  ordinary  course  of  business  under
indemnity  agreements  to title  insurers to cause such title  insurers to issue
title insurance  policies to  Administrative  Agent and/or to Borrower or any of
its Subsidiaries pursuant to the terms hereof; and

(viii) Borrower and its  Subsidiaries  may become and remain liable with respect
to  Contingent   Obligations   incurred  in  the  ordinary  course  of  business
(consistent  with past  practices)  under  Currency  Agreements  in an aggregate
amount not to exceed $12,000,000 outstanding at any time.

7.5      Restricted Junior Payments

         Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; provided, however, that:

(i) Borrower may make Restricted Junior Payments to redeem shares of its capital
stock or  warrants  or options to acquire  any such  shares  from  employees  of
Borrower and its Subsidiaries  upon the death or other termination of employment
of such employees, provided that all of the following conditions are satisfied:

(a) no Potential Event of Default or Event of Default shall have occurred and be
continuing or would arise as a result of such
                  Restricted Junior Payment;

(b) after giving effect to such  Restricted  Junior  Payment  (together with all
prior or concurrent  Restricted Junior Payments  permitted under this subsection
7.5(i)(b)),  Borrower  shall be in  compliance  on a pro  forma  basis  with the
covenants set forth in subsection 7.6,  recomputed for the most recent month for
which  financial   statements  have  been  delivered  by  Borrower  pursuant  to
subsection 6.1; and

(c) the aggregate  amount of such Restricted  Junior  Payments  permitted in any
Fiscal Year of Borrower shall not exceed $1,500,000;

(ii) Borrower may make  regularly  scheduled  payments of interest in respect of
the Senior Subordinated Notes, in accordance with the terms of and to the extent
required  by, and  subject to the  subordination  provisions  contained  in, the
Subordinated Note Indenture;  provided that (a) no Potential Event of Default or
Event of Default  shall have  occurred  and be  continuing  or would  arise as a
result of such Restricted  Junior  Payment,  and (b) after giving effect to such
Restricted  Junior  Payment  (together  with all prior or concurrent  Restricted
Junior Payments permitted under this subsection  7.5(ii)),  Borrower shall be in
compliance on a pro forma basis with the covenants set forth in subsection  7.6,
recomputed for the most recent month for which  financial  statements  have been
delivered by Borrower pursuant to subsection 6.1; and

(iii) Borrower may make  Restricted  Junior  Payments during the one-week period
immediately  following the Closing Date in connection  with the  termination  of
certain  employees of BJI, provided that the aggregate amount of such Restricted
Junior Payments shall not exceed $230,000.

7.6      Financial Covenants.

A. Maximum  Consolidated  Total  Leverage  Ratio.  Borrower shall not permit the
Consolidated  Total  Leverage Ratio as of the last day of any Fiscal Quarter set
forth below to exceed the correlative ratio indicated below:


                 Period                            Maximum Consolidated Total
                                                        Leverage Ratio

    2nd Fiscal Quarter, Fiscal Year 2001                  4.50:1.00
    3rd Fiscal Quarter, Fiscal Year 2001                  4.50:1.00
    4th Fiscal Quarter, Fiscal Year 2001                  4.50:1.00

    1st Fiscal Quarter, Fiscal Year 2002                  4.50:1.00
    2nd Fiscal Quarter, Fiscal Year 2002                  4.25:1.00
    3rd Fiscal Quarter, Fiscal Year 2002                  4.25:1.00
    4th Fiscal Quarter, Fiscal Year 2002                  4.25:1.00

    1st Fiscal Quarter, Fiscal Year 2003                  4.25:1.00
    2nd Fiscal Quarter, Fiscal Year 2003                  4.00:1.00
    3rd Fiscal Quarter, Fiscal Year 2003                  4.00:1.00
    4th Fiscal Quarter, Fiscal Year 2003                  3.75:1.00

    1st Fiscal Quarter, Fiscal Year 2004                  3.75:1.00
    2nd Fiscal Quarter, Fiscal Year 2004                  3.75:1.00
    3rd Fiscal Quarter, Fiscal Year 2004                  3.75:1.00
    4th Fiscal Quarter, Fiscal Year 2004                  3.50:1.00

    1st Fiscal Quarter, Fiscal Year 2005                  3.25:1.00
       and each Fiscal Quarter thereafter

B. Maximum  Consolidated  Senior Leverage  Ratio.  Borrower shall not permit the
Consolidated  Senior Leverage Ratio as of the last day of any Fiscal Quarter set
forth below to exceed the correlative ratio indicated below:


                                           Maximum Consolidated Senior Leverage
                Period                                  Ratio

 2nd Fiscal Quarter, Fiscal Year 2001                 3.50:1.00
 3rd Fiscal Quarter, Fiscal Year 2001                 3.50:1.00
 4th Fiscal Quarter, Fiscal Year 2001                 3.50:1.00

 1st Fiscal Quarter, Fiscal Year 2002                 3.50:1.00
 2nd Fiscal Quarter, Fiscal Year 2002                 3.25:1.00
 3rd Fiscal Quarter, Fiscal Year 2002                 3.25:1.00
 4th Fiscal Quarter, Fiscal Year 2002                 3.25:1.00

 1st Fiscal Quarter, Fiscal Year 2003                 3.25:1.00
 2nd Fiscal Quarter, Fiscal Year 2003                 3.00:1.00
 3rd Fiscal Quarter, Fiscal Year 2003                 3.00:1.00
 4th Fiscal Quarter, Fiscal Year 2003                 3.00:1.00

 1st Fiscal Quarter, Fiscal Year 2004
    and each Fiscal Quarter thereafter                2.50:1.00

C. Minimum Interest  Coverage Ratio.  Borrower shall not permit the ratio of (i)
Consolidated  EBITDA  to  (ii)  Consolidated   Interest  Expense  for  any  four
consecutive  Fiscal  Quarter  period  ending during any of the periods set forth
below to be less than the correlative ratio indicated:


             Period                           Minimum Interest Coverage Ratio
             ------                                   ---------------
2nd Fiscal Quarter, Fiscal Year 2001                       1.85:1.00
3rd Fiscal Quarter, Fiscal Year 2001                       1.85:1.00
4th Fiscal Quarter, Fiscal Year 2001                       1.85:1.00

1st Fiscal Quarter, Fiscal Year 2002                       1.85:1.00
2nd Fiscal Quarter, Fiscal Year 2002                       1.95:1.00
3rd Fiscal Quarter, Fiscal Year 2002                       1.95:1.00
4th Fiscal Quarter, Fiscal Year 2002                       1.95:1.00

1st Fiscal Quarter, Fiscal Year 2003                       1.95:1.00
2nd Fiscal Quarter, Fiscal Year 2003                       2.00:1.00
3rd Fiscal Quarter, Fiscal Year 2003                       2.00:1.00
4th Fiscal Quarter, Fiscal Year 2003                       2.00:1.00

1st Fiscal Quarter, Fiscal Year 2004                       2.00:1.00
2nd Fiscal Quarter, Fiscal Year 2004
   and each Fiscal Quarter thereafter                      2.25:1.00


D. Minimum Fixed Charge Coverage Ratio. Borrower shall not permit the ratio of
(i) Consolidated EBITDA minus Consolidated Capital Expenditures to (ii)
Consolidated Fixed Charges for any four consecutive Fiscal Quarter period ending
on the last day of any Fiscal Quarter set forth below to be less than the
correlative ratio indicated:


             Period                          Minimum Fixed Charge Coverage Ratio
             ------                                       --------------
2nd Fiscal Quarter, Fiscal Year 2001                         1.15:1.00
3rd Fiscal Quarter, Fiscal Year 2001                         1.15:1.00
4th Fiscal Quarter, Fiscal Year 2001                         1.15:1.00

1st Fiscal Quarter, Fiscal Year 2002                         1.15:1.00
2nd Fiscal Quarter, Fiscal Year 2002                         1.15:1.00
3rd Fiscal Quarter, Fiscal Year 2002                         1.15:1.00
4th Fiscal Quarter, Fiscal Year 2002                         1.15:1.00

1st Fiscal Quarter, Fiscal Year 2003                         1.20:1.00
2nd Fiscal Quarter, Fiscal Year 2003                         1.20:1.00
3rd Fiscal Quarter, Fiscal Year 2003                         1.20:1.00
4th Fiscal Quarter, Fiscal Year 2003                         1.20:1.00

1st Fiscal Quarter, Fiscal Year 2004                         1.20:1.00
2nd Fiscal Quarter, Fiscal Year 2004
   and each Fiscal Quarter thereafter                        1.25:1.00

E. Minimum  Consolidated Net Worth.  Borrower shall not permit  Consolidated Net
Worth as of the last day of any given Fiscal Quarter in any given Fiscal Year to
be less than the sum of (a) 90% of the  Consolidated Net Worth of Borrower as of
the Closing Date,  plus (b) 100% of the net proceeds of any issuances of capital
stock of Borrower or any of its  Subsidiaries  after the Closing Date,  plus (c)
75% of the positive  amounts of Consolidated  Net Income for each Fiscal Quarter
ending after the Closing Date.

7.7      Restriction on Fundamental Changes; Asset Sales and Acquisitions.

         Borrower shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of Borrower or any of its
Subsidiaries, or 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, property or assets, whether now
owned or hereafter acquired, or acquire by purchase or otherwise all or
substantially all the business, property or fixed assets of, or stock or other
evidence of beneficial ownership of, any Person or any division or line of
business of any Person (other than purchases or other acquisitions of Inventory,
materials and equipment in the ordinary course of Borrower's, or any of its
Subsidiary's, business), except:

(i) any  Subsidiary  of  Borrower  may be merged  with or into  Borrower  or any
Subsidiary Guarantor that is wholly owned, directly or indirectly,  by Borrower,
or be  liquidated,  wound up or  dissolved,  or all or any part of its business,
property or assets may be  conveyed,  sold,  leased,  transferred  or  otherwise
disposed of, in one transaction or a series of transactions,  to Borrower or any
Subsidiary Guarantor that is wholly owned, directly or indirectly,  by Borrower;
provided  that  (a) in the  case  of such a  merger,  Borrower  or a  Subsidiary
Guarantor that is wholly owned, directly or indirectly, by Borrower shall be the
continuing or surviving corporation,  and (b) in the case of such a liquidation,
winding up or dissolution,  all of the assets of such Subsidiary are transferred
to  Borrower  or a  Subsidiary  Guarantor  that is  wholly  owned,  directly  or
indirectly,   by  Borrower  or  as  otherwise  expressly  permitted  under  this
Agreement;  and  provided,  further,  that  Brown  Jordan  Company  shall not be
permitted  to assign,  whether by asset  sale,  merger or  otherwise,  the Asset
Purchase  Agreement dated as of June 1, 1989 by and among Ladd  Furniture,  Inc.
("Ladd"),  Maytag  Corporation,  The BJC Company and The Gunlocke Company or the
Assignment and Assumption Agreement dated as of July 7, 1989 by and between Ladd
and certain of its  subsidiaries  (including Brown Jordan Company) or any of the
rights or  liabilities  thereunder to any other Person without the prior written
consent of Ladd;

(ii) Borrower and its Subsidiaries may make  Consolidated  Capital  Expenditures
permitted under subsection 7.8;

(iii) Borrower and its Subsidiaries may dispose of obsolete, worn out or surplus
property in the ordinary course of business;

(iv) Borrower and its  Subsidiaries  may sell or otherwise  dispose of assets in
transactions that do not constitute Asset Sales; provided that the consideration
received for such assets shall be in an amount at least equal to the fair market
value thereof;

(v) Borrower  and its  Subsidiaries  may sell or discount,  in each case without
recourse  and in the  ordinary  course  of  business,  Accounts  arising  in the
ordinary  course of business,  but only in  connection  with the  compromise  or
collection thereof and not as part of any financing transaction, but only to the
extent permitted under the Security Agreement;

(vi)  Borrower  and its  Subsidiaries  may grant  leases and  subleases to other
Persons in the ordinary course of business not materially  interfering  with the
conduct of the business of Borrower or any of its Subsidiaries; and

(vii) Borrower may consummate the Acquisition.

7.8      Consolidated Capital Expenditures.

         Borrower shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures in any Fiscal Year in an aggregate
amount in excess of $7,500,000.


7.9      Restriction on Leases.

         Borrower shall not, and shall not permit any of its Subsidiaries to,
become liable in any way, whether directly or by assignment or as a guarantor or
other surety, for the obligations of the lessee under any lease, whether an
Operating Lease or a Capital Lease (other than intercompany leases between
Borrower and its wholly-owned domestic Subsidiaries), unless, immediately after
giving effect to the incurrence of liability with respect to such lease, the
aggregate amount of all rental payments under all such leases shall not exceed
$5,000,000 in any Fiscal Year.

7.10     Sales and Lease-Backs.

         Borrower shall not, and shall not 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, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) which Borrower or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than Borrower
or any of its Subsidiaries, as permitted by subsection 7.7 hereof) or (ii) which
Borrower or any of its Subsidiaries intends to use for substantially the same
purpose as any other property which has been or is to be sold or transferred by
Borrower or any of its Subsidiaries to any Person (other than Borrower or any of
its Subsidiaries, as permitted by subsection 7.7 hereof) in connection with such
lease; provided that Borrower and its Subsidiaries may become and remain liable
as lessee, guarantor or other surety with respect to any such lease if and to
the extent that Borrower or any of its Subsidiaries would be permitted to enter
into, and remain liable under, such lease under subsection 7.9.

7.11     Sale or Discount of Receivables.

         Except for sales permitted pursuant to subsection 7.7(v), Borrower
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, sell with recourse, or discount or otherwise sell for less than the
face value thereof, any of its notes or accounts receivable.

7.12     Transactions with Shareholders and Affiliates.

         Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 5% or more of any class of equity Securities of
Borrower or with any Affiliate of Borrower or of any such holder, on terms that
are less favorable to Borrower or that Subsidiary, as the case may be, than
those that might be obtained at the time from Persons who are not such a holder
or Affiliate; provided that the foregoing restriction shall not apply to (i) any
transaction between Borrower and any Subsidiary Guarantor or between Subsidiary
Guarantors; (ii) reasonable and customary fees paid to members of the Boards of
Directors of Borrower and its Subsidiaries in an aggregate amount not to exceed
$100,000 during any period of twelve consecutive months; (iii) payment to
Trivest of a transaction fee not to exceed $1,400,000 in connection with the
consummation of the Acquisition; (iv) payments made to Trivest in accordance
with the provisions of the Trivest Management Agreement; provided that amounts
payable under the Trivest Management Agreement shall not be (a) increased from
amounts payable under the Trivest Management Agreement as in effect on the
Closing Date (other than annual adjustments not to exceed $750,000 to reflect
(1) any increase in the Consumer Price Index for all urban consumers, or (2)
acquisitions consummated after the Closing Date in compliance with the
provisions of subsection 7.7), or (b) payable upon the occurrence and during the
continuation of a Potential Event of Default or an Event of Default; (v)
payments to Trivest to enable the payment of out-of-pocket expenses of members
of the board of directors of Trivest who are not otherwise employees or
consultants to Trivest or any of its Subsidiaries or any of their respective
Affiliates, provided that the aggregate amount of such fees shall not exceed
$250,000 during any period of twelve consecutive months; (vi) Restricted Junior
Payments expressly permitted pursuant to clause (i) or clause (iii) of
subsection 7.5; and (vii) any transaction between Borrower and any of its
Subsidiaries (other than a Subsidiary Guarantor) or between any such
Subsidiaries that is in the ordinary course of business of such Person and
consistent with its past business practices. Notwithstanding any provision of
this Agreement to the contrary, Borrower or any of its Subsidiaries may
reimburse Trivest for the allocable charges (including the reimbursement of
reasonable out-of-pocket expenses) of the Trivest Legal Department for services
rendered to Borrower and its Subsidiaries, provided that such charges are
incurred in the ordinary course of business and at rates no less favorable to
Borrower and its Subsidiaries than rates that would be charged for similar
services rendered by Persons who are not Affiliates of Borrower or its
Subsidiaries.

7.13     Disposal of Subsidiary Stock.

         Except for any sale of 100% of the capital stock or other equity
Securities of any of its Subsidiaries in compliance with the provisions of
subsection 7.7, Borrower shall not:

                  (i) directly or indirectly sell, assign, pledge or otherwise
                  encumber or dispose of any shares of capital stock or other
                  equity Securities of any of its Subsidiaries, except to
                  qualify directors if required by applicable law; or

                  (ii) permit any of its Subsidiaries directly or indirectly to
                  sell, assign, pledge or otherwise encumber or dispose of any
                  shares of capital stock or other equity Securities of any of
                  its Subsidiaries (including such Subsidiary), except to
                  Borrower, another wholly-owned domestic Subsidiary of
                  Borrower, or to qualify directors if required by applicable
                  law.

7.14     Conduct of Business.

         From and after the Closing Date, Borrower shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Borrower and its Subsidiaries on the Closing Date and
similar or related businesses, and (ii) such other lines of business as may be
consented to by Requisite Lenders.

7.15     Amendments or Waivers of Related Agreements.

         Unless the prior written consent of Requisite Lenders is obtained,
neither Borrower nor any of its Subsidiaries will (i) agree to any material
amendment to, or waive any of its material rights under, any Related Agreement
in any manner that is, in the reasonable opinion of Administrative Agent,
adverse to Administrative Agent or the Lenders, (ii) incur any additional
material obligations or increase any payment obligations under any Related
Agreement after the Closing Date, or (iii) agree to any amendment to any Senior
Subordinated Note Document.

7.16     Fiscal Year.

         Borrower shall not change its Fiscal Year-end from December 31.

7.17     Pompeii Mexico.

         At any time at which less than 65% of the capital stock of Pompeii
Mexico is pledged as Collateral under the Security Agreement, Borrower shall not
permit Pompeii Mexico to (i) have revenues in excess of $10,000, or (ii) own
assets with an aggregate fair market value in excess of $10,000.

Section 8.        EVENTS OF DEFAULT

         If any of the following conditions or events ("Events of Default")
shall occur:

8.1      Failure to Make Payments When Due.

         Failure by Borrower to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; failure by Borrower to pay
when due any amount payable to an Issuing Lender in reimbursement of any drawing
under a Letter of Credit; failure by Borrower to pay any interest on any Loan
when due; or failure by Borrower to pay any fee or any other amount due under
this Agreement within ten days after the date due; or

8.2      Default in Other Agreements.

         (i) Failure of Holdings or any of its 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 subsection
8.1) or Contingent Obligations having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit agreement) of more than
$1,000,000 individually or $2,500,000 in the aggregate, in each case beyond the
end of any grace period provided therefor; or (ii) breach or default by Holdings
or any of its Subsidiaries with respect to any other material term of (a) one or
more items of Indebtedness or Contingent Obligations in the individual or
aggregate principal amounts referred to in clause (i) above or (b) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness or Contingent Obligation(s), if the effect of such breach or
default is to cause, or to permit the holder or holders of that Indebtedness or
Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to
cause, that Indebtedness or Contingent Obligation(s) to become or be declared
due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); or

8.3      Breach of Certain Covenants.

         Failure of Borrower to perform or comply with any term or condition
contained in subsection 2.5 or 6.2 or Section 7 of this Agreement; or

8.4      Breach of Warranty.

         Any representation, warranty, certification or other statement made by
Holdings or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Holdings or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

8.5      Other Defaults Under Loan Documents.

         Any Loan Party shall default in the performance of or compliance with
any term contained in this Agreement or any of the other Loan Documents, other
than any such term referred to in any other subsection of this Section 8, and
such default shall not have been remedied or waived within 30 days after the
earlier of (i) an officer of Borrower or such Loan Party becoming aware of such
default or (ii) receipt by Borrower and such Loan Party of notice from
Administrative Agent or any Lender of such default; or

8.6      Involuntary Bankruptcy; Appointment of Receiver, etc.

         (i) A court having jurisdiction in the premises shall enter a decree or
order for relief in respect of Holdings or any of its 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 or state law; or (ii) an involuntary case shall be commenced
against Holdings or any of its Subsidiaries under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Holdings or any of its Subsidiaries, or
over all or a substantial part of its property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Holdings or any of its Subsidiaries for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Holdings or any of its Subsidiaries, and any such event described in
this clause (ii) shall continue for 60 days unless dismissed, bonded or
discharged; or 8.7 Voluntary Bankruptcy; Appointment of Receiver, etc.

         (i) Holdings or any of its Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Holdings or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) Holdings or any of its
Subsidiaries shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due; or the Board of
Directors of Holdings or any of its Subsidiaries (or any committee thereof)
shall adopt any resolution or otherwise authorize any action to approve any of
the actions referred to in clause (i) above or this clause (ii); or

8.8      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 $250,000, or (ii) in
the aggregate at any time an amount in excess of $250,000 (in either case 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 30 days (or in any
event later than five days prior to the date of any proposed sale thereunder);
or

8.9      Dissolution.

         Any order, judgment or decree shall be entered against Holdings or any
of its Subsidiaries decreeing the dissolution or split up of such Person and
such order shall remain undischarged or unstayed for a period in excess of 60
days; or

8.10     Employee Benefit Plans.

         There shall occur one or more ERISA Events which individually or in the
aggregate results in or could reasonably be expected to result in liability of
Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates
in excess of $500,000 during the term of this Agreement; or there shall exist an
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $500,000; or

8.11     Change of Control.

         Other than by reason of any IPO of Borrower Common Stock, Affiliates of
Trivest shall cease to beneficially own and control at least a majority of the
issued and outstanding shares of capital stock of Holdings entitled (without
regard to the occurrence of any contingency) to vote for the election of members
of the Board of Directors of Holdings, or Borrower shall cease to own
beneficially and of record, directly or indirectly, 100% of the outstanding
capital stock or other equity or ownership interests of each of the other Loan
Parties, or such ownership shall cease to vest in Borrower voting control of
each such Loan Party or a "Change of Control" under and as defined in the
Holding Notes or the Subordinated Note Indenture shall occur; or

8.12  Invalidity  of  Subsidiary  Guaranty  or  Holdings  Guaranty;  Failure  of
Security; Repudiation of Obligations.

         At any time after the execution and delivery thereof, (i) the
Subsidiary Guaranty or the Holdings 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 their terms) or shall be declared to be
null and void, (ii) any Collateral Document shall cease to be in full force and
effect (other than by reason of a release of Collateral thereunder in accordance
with the terms hereof or thereof, the satisfaction in full of the Obligations or
any other termination of such Collateral Document in accordance with the terms
hereof or thereof) or shall be declared null and void, or Administrative Agent
shall not have or shall cease to have a valid and First Priority Lien in any
Collateral purported to be covered thereby having a fair market value,
individually or in the aggregate, exceeding $150,000 (other than Deposit
Accounts, which shall be governed by subsection 6.10, and Inventory in transit
to Borrower or from Borrower to customers), in each case for any reason other
than the failure of Administrative Agent or any Lender to take any action within
its control, or (iii) any Loan Party shall contest the validity or
enforceability of any Loan Document in writing or deny in writing that it has
any further liability, including with respect to future advances by Lenders,
under any Loan Document to which it is a party; or

8.13     Material Adverse Effect.

         Any event or change shall occur that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect; or

8.14     Actions Relating to Certain Indebtedness.

         Any event shall occur which requires Holdings or any of its
Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase,
redeem or otherwise acquire all or any portion of any Subordinated Indebtedness;
or Holdings or any of its Subsidiaries shall for any other reason purchase,
redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire,
or make any other payments in respect of, all or any portion of any Subordinated
Indebtedness, except to the extent expressly permitted by subsection 7.5; or

8.15 Failure of Holdings to Own Borrower.

Holdings ceases to own all of the outstanding capital stock of Borrower; or

8.16     Failure to Consummate the Merger and the Acquisition.
         ----------------------------------------------------

         The Merger and the Acquisition shall not be consummated in accordance
with this Agreement and the applicable Related Agreements prior to or
concurrently with the making of the initial Loans, or the Merger or the
Acquisition shall be unwound, reversed or otherwise rescinded in whole or in
part for any reason:

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not 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 Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Borrower, and the obligation of each Lender to make any Loan, the
obligation of Administrative Agent to issue any Letter of Credit and the right
of any Lender to issue any Letter of Credit hereunder shall thereupon terminate,
and (ii) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the
written consent of Requisite Lenders, by written notice to Borrower, declare all
or any portion of the amounts described in clauses (a) through (c) above to be,
and the same shall forthwith become, immediately due and payable, and the
obligation of each Lender to make any Loan, the obligation of Administrative
Agent to issue any Letter of Credit and the right of any Lender to issue any
Letter of Credit hereunder shall thereupon terminate; provided that the
foregoing shall not affect in any way the obligations of Lenders under
subsection 3.3C(i) or the obligations of Lenders to purchase participations in
any unpaid Swing Line Loans as provided in subsection 2.1A(iii).

         Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

         Notwithstanding anything contained in the second preceding paragraph,
if at any time within 60 days after an acceleration of the Loans pursuant to
clause (ii) of such paragraph Borrower shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than as a
result of such acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Potential Events of Default (other than
non-payment of the principal of and accrued interest on the Loans, in each case
which is due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to
Borrower, may at their option rescind and annul such acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision
which may be made at the election of Requisite Lenders and are not intended,
directly or indirectly, to benefit Borrower, and such provisions shall not at
any time be construed so as to grant Borrower the right to require Lenders to
rescind or annul any acceleration hereunder or to preclude Administrative Agent
or Lenders from exercising any of the rights or remedies available to them under
any of the Loan Documents, even if the conditions set forth in this paragraph
are met.

Section 9.        ADMINISTRATIVE AGENT

9.1      Appointment.

A. Appointment of Administrative Agent. CIBC is hereby appointed Administrative
Agent hereunder and under the other Loan Documents and each Lender hereby
authorizes Administrative Agent to act as its Administrative Agent in accordance
with the terms of this Agreement and the other Loan Documents. Administrative
Agent agrees to act upon the express conditions contained in this Agreement and
the other Loan Documents, as applicable. The provisions of this Section 9 are
solely for the benefit of Administrative Agent and Lenders and Borrower shall
have no rights as a third party beneficiary of any of the provisions thereof. In
performing its functions and duties under this Agreement, Administrative Agent
shall act solely as an Administrative 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 Borrower or any of its Subsidiaries.

B. Appointment of Supplemental Collateral Agents. It is the purpose of this
Agreement and the other Loan Documents that there shall be no violation of any
law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact business as Administrative Agent or trustee in such
jurisdiction. It is recognized that in case of litigation under this Agreement
or any of the other Loan Documents, and in particular in case of the enforcement
of any of the Loan Documents, or in case Administrative Agent deems that by
reason of any present or future law of any jurisdiction it may not exercise any
of the rights, powers or remedies granted herein or in any of the other Loan
Documents or take any other action which may be desirable or necessary in
connection therewith, it may be necessary that Administrative Agent appoint an
additional individual or institution as a separate trustee, co-trustee,
Collateral Agent or collateral co-Administrative Agent (any such additional
individual or institution being referred to herein individually as a
"Supplemental Collateral Agent" and collectively as "Supplemental Collateral
Agents").

         In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

         Should any instrument in writing from Borrower or any other Loan Party
be required by any Supplemental Collateral Agent so appointed by Administrative
Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, Borrower shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by Administrative Agent. In case any Supplemental Collateral Agent,
or a successor thereto, shall die, become incapable of acting, resign or be
removed, all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall vest in and be exercised
by Administrative Agent until the appointment of a new Supplemental Collateral
Agent.

9.2      Powers and Duties; General Immunity.

A. Powers; Duties Specified. Each Lender irrevocably authorizes Administrative
Agent to take such action on such Lender's behalf and to exercise such powers,
rights and remedies hereunder and under the other Loan Documents as are
specifically delegated or granted to Administrative Agent by the terms hereof
and thereof, together with such powers, rights and remedies as are reasonably
incidental thereto. Administrative Agent shall have only those duties and
responsibilities that are expressly specified in this Agreement and the other
Loan Documents. Administrative Agent may exercise such powers, rights and
remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender; and
nothing in this Agreement or any of the other Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

B. No Responsibility for Certain Matters. Administrative Agent shall not be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan 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 Administrative Agent to Lenders or by
or on behalf of Borrower to Administrative Agent or any Lender in connection
with the Loan Documents and the transactions contemplated thereby or for the
financial condition or business affairs of Borrower or any other Person liable
for the payment of any Obligations, nor shall Administrative 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 Loan
Documents or as to the use of the proceeds of the Loans, the use of the Letters
of Credit or as to the existence or possible existence of any Event of Default
or Potential Event of Default. Anything contained in this Agreement 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.

C. Exculpatory Provisions. Neither Administrative Agent nor any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by Administrative Agent under or in connection with any of the Loan
Documents except to the extent caused by Administrative Agent's gross negligence
or willful misconduct. Administrative Agent shall be entitled to refrain from
any act or the taking of any action (including the failure to take an action) in
connection with this Agreement or any of the other Loan Documents or from the
exercise of any power, discretion or authority vested in it hereunder or
thereunder unless and until Administrative Agent shall have received
instructions in respect thereof from Requisite Lenders (or such other Lenders as
may be required to give such instructions under subsection 10.6) and, upon
receipt of such instructions from Requisite Lenders (or such other Lenders, as
the case may be), Administrative 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. Without prejudice to the
generality of the foregoing, (i) Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be
attorneys for Borrower and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any right of
action whatsoever against Administrative Agent as a result of Administrative
Agent acting or (where so instructed) refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions
of Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6).

D. Administrative Agent 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, Administrative Agent in its individual capacity as a
Lender hereunder. With respect to its participation in the Loans and the Letters
of Credit, Administrative Agent shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not performing
the duties and functions delegated to it hereunder, and the term "Lender" or
"Lenders" or any similar term shall, unless the context clearly otherwise
indicates, include Administrative Agent in its individual capacity.
Administrative Agent and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of banking, trust, financial advisory or other
business with Borrower or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Borrower for services in connection with this Agreement and otherwise without
having to account for the same to Lenders.

9.3  Representations   and  Warranties;   No  Responsibility  For  Appraisal  of
Creditworthiness.

         Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Borrower and
its Subsidiaries in connection with the making of the Loans hereunder and that
it has made and shall continue to make its own appraisal of the creditworthiness
of Borrower and its Subsidiaries. Administrative Agent shall not 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 (except as
required by this Agreement), whether coming into its possession before the
making of the Loans or at any time or times thereafter, and Administrative Agent
shall not have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

9.4      Right to Indemnity.

         Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Administrative Agent, to the extent that Administrative Agent is
required to be reimbursed by Borrower under the Loan Documents and shall not
have been so reimbursed by Borrower, 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
Administrative Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Loan Documents or otherwise in its
capacity as Administrative Agent in any way relating to or arising out of this
Agreement or the other Loan Documents; provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from
Administrative Agent's gross negligence or willful misconduct. If any indemnity
furnished to Administrative Agent for any purpose shall, in the opinion of
Administrative Agent, be insufficient or become impaired, Administrative Agent
may call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished.

9.5      Successor Administrative Agent and Successor Swing Line Lender.

A. Successor Administrative Agent. Administrative Agent may resign at any time
by giving 30 days' prior written notice thereof to Lenders and Borrower, and
Administrative Agent may be removed at any time with or without cause by an
instrument or concurrent instruments in writing delivered to Borrower and
Administrative Agent 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 Borrower, to appoint a successor Administrative
Agent. Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Administrative Agent and the retiring or
removed Administrative Agent shall be discharged from its duties and obligations
under this Agreement. After any retiring or removed Administrative Agent's
resignation or removal hereunder as Administrative 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 Administrative Agent under this Agreement.

B. Successor Swing Line Lender. Swing Line Lender may resign at any time by
giving 30 days' prior written notice thereof to Administrative Agent, Lenders
and Borrower, and Swing Line Lender may be removed at any time with or without
cause by an instrument or concurrent instruments in writing delivered to
Borrower and Administrative Agent and signed by Requisite Lenders. In such event
(i) Borrower shall prepay any outstanding Swing Line Loans made by the retiring
or removed Swing Line Lender in its capacity as Swing Line Lender, (ii) upon
such prepayment, the retiring or removed Swing Line Lender shall surrender the
Swing Line Note held by it to Borrower for cancellation, and (iii) Borrower
shall issue a new Swing Line Note to the successor Swing Line Lender
substantially in the form of Exhibit VII annexed hereto, in the principal amount
of the Swing Line Loan Commitment then in effect and with other appropriate
insertions.

9.6      Collateral Documents and Guaranties.

         Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party and to be Administrative Agent for and representative of Lenders
under each of the Guaranties, and each Lender agrees to be bound by the terms of
each Collateral Document and each of the Guaranties; provided that
Administrative Agent shall not (i) enter into or consent to any material
amendment, modification, termination or waiver of any provision contained in any
Collateral Document or any of the Guaranties or (ii) release any Collateral or
Subsidiary Guarantor (except as otherwise expressly permitted or required
pursuant to the terms of this Agreement or the applicable Collateral Document),
in each case without the prior consent of Requisite Lenders (or, if required
pursuant to subsection 10.6, all Lenders); provided further, however, that,
without further written consent or authorization from Lenders, Administrative
Agent may execute any documents or instruments necessary to (a) release any Lien
encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted by this Agreement or to which Requisite Lenders
have otherwise consented, or (b) release any Subsidiary Guarantor from the
Subsidiary Guaranty if all of the capital stock of such Subsidiary Guarantor is
sold to any Person (other than an Affiliate of Borrower) pursuant to a sale or
other disposition permitted hereunder or to which Requisite Lenders have
otherwise consented. Anything contained in any of the Loan Documents to the
contrary notwithstanding, Borrower, Administrative Agent and each Lender hereby
agree that (X) no Lender shall have any right individually to realize upon any
of the Collateral under any Collateral Document or to enforce any Guaranty, it
being understood and agreed that all powers, rights and remedies under the
Collateral Documents and the Guaranties may be exercised solely by
Administrative Agent for the benefit of Lenders in accordance with the terms
thereof, and (Y) in the event of a foreclosure by Administrative Agent on any of
the Collateral pursuant to a public or private sale, Administrative Agent or any
Lender may be the purchaser of any or all of such Collateral at any such sale
and Administrative Agent, as Administrative Agent for and representative of
Lenders (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 Administrative Agent at such sale.

Section 10.       MISCELLANEOUS

10.1     Assignments and Participations in Loans.

A. General. Subject to subsections 10.1B and 10.1C, each Lender shall have the
right at any time to (i) sell, assign or transfer to any Eligible Assignee, or
(ii) sell participations to any Person in, all or any part of its Commitments or
any Loan or Loans made by it or its Letters of Credit or participations therein
or any other interest herein or in any other Obligations owed to it; provided
that no such sale, assignment, transfer or participation shall, without the
consent of Borrower, require Borrower to file a registration statement with the
Securities and Exchange Commission or apply to qualify such sale, assignment,
transfer or participation under the securities laws of any state; provided,
further, that no such sale, assignment or transfer described in clause (i) above
shall be effective unless and until an Assignment Agreement effecting such sale,
assignment or transfer shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii); provided, further,
that no such sale, assignment or transfer of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Lender effecting such sale, assignment, transfer
or participation; and provided, further, that, anything contained herein to the
contrary notwithstanding, the Swing Line Loan Commitment and the Swing Line
Loans of Swing Line Lender may not be sold, assigned or transferred as described
in clause (i) above to any Person other than a successor Swing Line Lender to
the extent contemplated by subsection 9.5. Except as otherwise provided in this
subsection 10.1, no Lender shall, as between Borrower and such Lender, be
relieved of any of its obligations hereunder as a result of any sale, assignment
or transfer of, or any granting of participations in, all or any part of its
Commitments or the Loans, or participations therein, or the other Obligations
owed to such Lender, and such Lender shall remain solely responsible for the
performance of such Obligations, and Borrower shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.

B.       Assignments.

(i) Amounts and Terms of Assignments. Each Commitment, Loan, Letter of Credit or
participation  therein, or other Obligation may (a) be assigned in any amount to
another Lender,  or to an Affiliate or Approved Fund of the assigning  Lender or
another Lender,  with the giving of notice to Borrower and Administrative  Agent
or (b) be assigned in an aggregate  amount of not less than  $5,000,000,  in the
case of any assignment of a Revolving  Loan  Commitment,  or $1,000,000,  in the
case of any assignment of a Term Loan (or such lesser amount as shall constitute
the  aggregate  amount  of  the  Commitments,   Loans,  Letters  of  Credit  and
participations  therein,  and other  Obligations of the assigning Lender) to any
other  Eligible  Assignee  treating any two or more Approved Funds with the same
investment  advisor as a single  Eligible  Assignee with the consent of Borrower
(unless a Potential  Event of Default or an Event of Default has occurred and is
continuing  or, with respect to assignments  of Term Loans,  such  assignment is
made within ten  Business  Days of the Closing  Date) and  Administrative  Agent
(which consent of Borrower and  Administrative  Agent shall not be  unreasonably
withheld or delayed).  To the extent of any such  assignment in accordance  with
either clause (a) or (b) above,  the  assigning  Lender shall be relieved of its
obligations  with  respect  to its  Commitments,  Loans,  Letters  of  Credit or
participations therein, or other Obligations or the portion thereof so assigned.
The parties to each such assignment shall execute and deliver to  Administrative
Agent,  for  its  acceptance  and  recording  in  the  Register,  an  Assignment
Agreement,  together with a processing and recordation  fee of $3,500  (provided
that (i) no such processing and recordation fee shall be payable if the assignee
is an Affiliate of the  assignor or a Person  under common  management  with the
assignor,  and (ii) only one such fee shall be  required  in  connection  with a
simultaneous  assignment to a group of Approved  Funds with the same  investment
advisor)  and such  forms  (including  an  administrative  questionnaire  if the
Eligible Assignee is not a Lender), 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  subsection  2.7B(iii)(a).  Upon such  execution,  delivery,
acceptance and recordation,  from and after the effective date specified in such
Assignment  Agreement,  (y) the assignee thereunder shall be a party hereto and,
to the extent that rights and  obligations  hereunder  have been  assigned to it
pursuant to such Assignment Agreement,  shall have the rights and obligations of
a Lender hereunder, and (z) the assigning Lender thereunder shall, to the extent
that rights and obligations  hereunder have been assigned by it pursuant to such
Assignment Agreement, relinquish its rights (other than any rights which survive
the termination of this Agreement under  subsection  10.9B) and be released from
its  obligations  under  this  Agreement  (and,  in the  case  of an  Assignment
Agreement  covering all or the remaining portion of an assigning Lender's rights
and  obligations  under this  Agreement,  such Lender  shall cease to be a party
hereto;  provided that,  anything  contained in any of the Loan Documents to the
contrary  notwithstanding,  if such Lender is the Issuing Lender with respect to
any outstanding  Letters of Credit such Lender shall continue to have all rights
and  obligations  of an Issuing  Lender 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).  The Commitments hereunder shall
be  modified  to reflect  the  Commitment  of such  assignee  and any  remaining
Commitment of such assigning Lender and, if any such assignment occurs after the
issuance  of  any  Notes  hereunder,   the  assigning  Lender  shall,  upon  the
effectiveness  of such  assignment  or as promptly  thereafter  as  practicable,
surrender  its  applicable   Notes,   if  any,  to   Administrative   Agent  for
cancellation,  and  thereupon  new Notes shall,  if so requested by the assignee
and/or the assigning Lender in accordance with subsection 2.1D, be issued to the
assignee and/or to the assigning Lender, substantially in the form of Exhibit V,
Exhibit V or Exhibit VII annexed  hereto,  as the case may be, with  appropriate
insertions, to reflect the new Commitments and/or outstanding Term Loans, as the
case may be, of the assignee  and/or the  assigning  Lender.  Any  assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply  with  this  subsection  10.1B  shall be  treated  for  purposes  of this
Agreement  as a sale by such  Lender  of a  participation  in  such  rights  and
obligations in accordance with subsection 10.1C.

(ii)  Acceptance by  Administrative  Agent;  Recordation  in Register.  Upon its
receipt  of an  Assignment  Agreement  executed  by an  assigning  Lender and an
assignee  representing  that  it is an  Eligible  Assignee,  together  with  the
processing  and  recordation  fee  referred  to in  subsection  10.1B(i)  (if so
required) and any forms,  certificates  or other evidence with respect to United
States federal income tax withholding matters that such assignee may be required
to  deliver  to  Administrative  Agent  pursuant  to  subsection   2.7B(iii)(a),
Administrative Agent shall, if Administrative Agent (and if necessary, Borrower)
has consented to the  assignment  evidenced  thereby (in each case to the extent
such  consent is required  pursuant  to  subsection  10.1B(i)),  (a) accept such
Assignment  Agreement by  executing a  counterpart  thereof as provided  therein
(which acceptance shall evidence any required consent of Administrative Agent to
such assignment),  (b) record the information contained therein in the Register,
and (c) give  prompt  notice  thereof to  Borrower.  Administrative  Agent shall
maintain a copy of each Assignment  Agreement delivered to and accepted by it as
provided in this subsection 10.1B(ii).

C. Participations. Any Lender may, without the consent of, or notice to,
Borrower or Administrative Agent, sell participations to one or more banks or
other entities (a "Participant") in all or a portion of such Lender's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, and (iii) Borrower, Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce the Loan Documents and
to approve any amendment, modification or waiver of any provision of the Loan
Documents; provided that such agreement or instrument may provide that such
Lender will not, without the consent of such Participant, agree to any
amendment, modification or waiver that affects such Participant if such
amendment, modification or waiver requires the unanimous written consent of all
Lenders pursuant to subsection 10.6. Subject to subsection 10.1D, Borrower
agrees that each Participant shall be entitled to the benefits of subsections
2.6D, 2.7, and 3.6 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection 10.1B; provided, however, that
in no event shall Borrower be obligated to make any payment with respect to such
subsections which is greater than the amount that Borrower would have paid to
the Lender had no such participation been sold. To the extent permitted by law,
in the event that any amounts outstanding under this Agreement are due and
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each participant shall be deemed to have
the right of set-off in respect of its participating interest in amounts owing
under this Agreement to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement.

D. A Participant shall not be entitled to receive any greater payment under
subsections 2.6D, 2.7, and 3.6 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with Borrower's
prior written consent. A Participant that would be a Non-US Lender if it were a
Lender shall not be entitled to the benefits of subsection 2.7 unless Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of Borrower, to comply with subsection 2.7B(iii) as
though it were a Lender.

E. Assignments to Secured Parties and Trustees. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection
10.1, (a) any Lender may assign and pledge all or any portion of its Loans, the
other Obligations owed to such Lender, and its Notes to any creditor, including
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 that (i) no Lender shall, as
between Borrower and such Lender, be relieved of any of its obligations
hereunder as a result of any such assignment and pledge and (ii) in no event
shall such creditor be considered to be a "Lender" or be entitled to require the
assigning Lender to take or omit to take any action hereunder, (b) any Lender
which is a Fund may pledge its Notes to its trustee for the benefit of its
investors.

F. Information.  Each Lender may furnish any information concerning Borrower and
its Subsidiaries in the possession of that Lender from time to time to assignees
and participants (including prospective assignees and participants),  subject to
subsection 10.19.

G. Representations of Lenders. Each Lender listed on the signature pages hereof
hereby represents and warrants (i) that it is an Eligible Assignee described in
clause (A) of the definition thereof; (ii) that it has experience and expertise
in the making of loans such as the Loans; and (iii) that it will make its Loans
for its own account in the ordinary course of its business and without a present
view to distribution of such 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 subsection 10.1, the disposition of such Loans
or any interests therein shall at all times remain within its exclusive
control). Each Lender that becomes a party hereto pursuant to an Assignment
Agreement shall be deemed to agree that the representations and warranties of
such Lender contained in Section 1.2 of such Assignment Agreement are
incorporated herein by this reference.

10.2     Expenses.
         Whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to pay promptly (i) all the actual and reasonable
costs and expenses of preparation of the Loan Documents and any consents,
amendments, waivers or other modifications thereto; (ii) all the costs of
furnishing all opinions by counsel for Borrower (including any opinions
requested by Lenders as to any legal matters arising hereunder) and of
Borrower's performance of and compliance with all agreements and conditions on
its part to be performed or complied with under this Agreement and the other
Loan Documents including with respect to confirming compliance with
environmental, insurance and solvency requirements; (iii) the reasonable fees,
expenses and disbursements of counsel to Administrative Agent in connection with
the negotiation, preparation, execution and administration of the Loan Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by Borrower; (iv) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Administrative
Agent on behalf of Lenders pursuant to any Collateral Document, 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 Administrative Agent and of counsel providing any opinions that
Administrative Agent or Requisite Lenders may request in respect of the
Collateral Documents or the Liens created pursuant thereto; (v) all the actual
costs and reasonable expenses (including the reasonable fees, expenses and
disbursements of any auditors, accountants or appraisers and any environmental
or other consultants, advisors and agents employed or retained by Administrative
Agent or its counsel) of obtaining and reviewing any environmental audits or
reports provided for under subsection 4.1J or 6.7B and any audits or reports
provided for under subsection 4.1K or 6.5B with respect to Inventory and
accounts receivable of Borrower and its Subsidiaries; (vi) the custody or
preservation of any of the Collateral; (vii) all other actual and reasonable
costs and expenses incurred by Administrative Agent in connection with the
syndication of the Commitments and the negotiation, preparation and execution of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and the transactions contemplated thereby; and (viii) after the
occurrence of an Event of Default, all costs and expenses, including reasonable
attorneys' fees (including allocated costs of internal counsel) and costs of
settlement, incurred by Administrative Agent and Lenders in enforcing any
Obligations of or in collecting any payments due from any Loan Party hereunder
or under the other Loan Documents by reason of such 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 Subsidiary Guaranty) or in
connection with any refinancing or restructuring of the credit arrangements
provided under this Agreement in the nature of a "work-out" or pursuant to any
insolvency or bankruptcy proceedings.

10.3     Indemnity.

         In addition to the payment of expenses pursuant to subsection 10.2,
whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Administrative Agent and Lenders, and the
officers, directors, employees, counsel, agents, representatives, advisors and
affiliates of Administrative Agent and Lenders (collectively called the
"Indemnitees"), from and against any and all Indemnified Liabilities (as
hereinafter defined); provided that Borrower shall not 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 as determined by a final judgment of a court of
competent jurisdiction.

         As used herein, "Indemnified Liabilities" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, 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 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 Loan Documents or the Related
Agreements or the transactions contemplated hereby or thereby (including
Lenders' agreement to make the Loans hereunder or the use or intended use of the
proceeds thereof or the issuance of Letters of Credit hereunder or the use or
intended use of any thereof), or any enforcement of any of the Loan Documents
(including any sale of, collection from, or other realization upon any of the
Collateral or the enforcement of the Subsidiary Guaranty), (ii) the statements
contained in the commitment letter delivered by any Lender to Borrower or
Administrative Agent with respect thereto, or (iii) any Environmental Claim or
any Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice
of Borrower or any of its Subsidiaries.

         To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this subsection 10.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, Borrower shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

10.4     Set-Off; Security Interest in Deposit Accounts.

         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 Borrower at any time or
from time to time, without notice to Borrower or to any other Person, any such
notice being hereby expressly waived, to set off and to appropriate and to apply
any and all deposits or other amounts held by any Lender for the credit or
account of Borrower (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 that Lender to
or for the credit or the account of Borrower against and on account of the
obligations and liabilities of Borrower to that Lender under this Agreement, the
Letters of Credit and participations therein and the other Loan Documents,
including all claims of any nature or description arising out of or connected
with this Agreement, the Letters of Credit and participations therein or any
other Loan Document, irrespective of whether or not (i) that Lender shall have
made any demand hereunder or (ii) 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 or under any of the other Loan Documents shall have become due and
payable pursuant to Section 8 and although said obligations and liabilities, or
any of them, may be contingent or unmatured. Borrower hereby further grants to
Administrative Agent and each Lender a security interest in all deposits and
accounts maintained with Administrative Agent or such Lender as security for the
Obligations.

10.5     Ratable Sharing.

         Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, 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 Loan
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 that
Lender hereunder or under the other Loan Documents (collectively, the "Aggregate
Amounts Due" to such Lender) that 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 (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) 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 hereunder; provided that if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Borrower or
otherwise (and whether by litigation, demand, settlement or otherwise), those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Borrower expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

10.6     Amendments and Waivers.

No  amendment,  modification,  termination  or waiver of any  provision  of this
Agreement or of the Notes or of any of the other Loan Documents,  and no consent
to any  departure  by  Borrower  herefrom  or  therefrom,  shall in any event be
effective without the written  concurrence of Requisite Lenders unless otherwise
provided  elsewhere  in this  Agreement;  provided  that in  addition,  any such
amendment, modification, termination, waiver or consent which:

(i) postpones  the date or reduces the amount of any scheduled  payment (but not
prepayment,  except for  prepayments  pursuant to  subsection  2.4B(iii)(e))  of
principal of any of the Loans;

(ii) postpones the date on which any interest or any fees are payable or reduces
the amount of any interest or any fees payable hereunder;

(iii) changes in any manner the  definition of "Pro Rata Share",  the definition
of "Class",  the  definition of "Requisite  Class  Lenders" or the definition of
"Requisite Lenders";

(iv) changes in any manner any provision of this Agreement  which, by its terms,
expressly requires the approval or concurrence of all Lenders;

(v) releases any Lien granted in favor of  Administrative  Agent with respect to
all or substantially all of the Collateral;

(vi) releases all or substantially  all of the Subsidiary  Guarantors from their
obligations under the Subsidiary Guaranty, in each case other than in accordance
with the terms of the Loan Documents;

(vii) changes in any manner the  provisions  contained in subsection 8.1 or this
subsection 10.6;

(viii) releases Holdings from its obligations under the Holdings Guaranty or the
Security  Agreement  other  than  in  accordance  with  the  terms  of the  Loan
Documents; or

(ix)  increases  the  aggregate  amount  of the  Term  Loan  Commitments  or the
aggregate  amount of the Revolving Loan Commitments over the amount thereof then
in effect (it being  understood  that  amendments,  modifications  or waivers of
conditions  precedent,  representations  and warranties,  covenants or Events of
Default or of a mandatory  reduction in the Commitments  shall not constitute an
increase of the  Commitments,  and that an increase in the available  portion of
any Commitments shall not constitute an increase in the Commitments);

shall be effective only if evidenced by the written concurrence of all Lenders.

In addition,

(a) no amendment,  modification,  termination  or waiver of any provision of any
Note shall be effective  without the written  concurrence of the Lender which is
the holder of that Note;

(b) no  amendment,  modification,  termination  or  waiver of any  provision  of
subsection  2.1A(i)-(ii) or of any other provision of this Agreement relating to
the Term Loan Commitments or the Revolving Loan  Commitments  shall increase the
Commitments  of any Lender over the amount  thereof  then in effect  without the
consent of such Lender (it being  understood that  amendments,  modifications or
waivers of conditions  precedent,  representations and warranties,  covenants or
Events of Default  or of a  mandatory  reduction  in the  Commitments  shall not
constitute an increase of the Commitment of any Lender,  and that an increase in
the available  portion of any  Commitment of any Lender shall not  constitute an
increase in the Commitment of such Lender);

(c) no  amendment,  modification,  termination  or  waiver of any  provision  of
subsection 2.1A(iii) or of any other provision of this Agreement relating to the
Swing Line Loan  Commitment  or the Swing Line Loans shall be effective  without
the written concurrence of Swing Line Lender;

(d) no  amendment,  modification,  termination  or  waiver of any  provision  of
Section 9 or of any other  provision  of this  Agreement  which,  by its  terms,
expressly requires the approval or concurrence of Administrative  Agent shall be
effective without the written concurrence of Administrative Agent;

(e) no  amendment,  modification,  termination  or  waiver of any  provision  of
subsection 2.4 which changes or waives any voluntary and mandatory  prepayments,
call  protection  or the  ability of any Term Loan  Lender to waive the right to
receive  any  voluntary  or  mandatory   prepayment,   or  reducing  Commitments
applicable to any Class shall be effective  without the written  concurrence  of
Requisite Class Lenders of such Class; and

(f) no  amendment,  modification,  termination  or  waiver of any  provision  of
subsection  2.2 which  decreases  the interest  rate borne by Loans of any Class
(other than any waiver of any increase in the interest  rate  applicable to such
Loans  pursuant  to  subsection  2.2E)  or  the  percentages  set  forth  in the
definitions of "Applicable Base Rate Margin" and "Applicable LIBOR Margin" shall
be effective without the written concurrence of all Lenders of such Class.

         Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that 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 Borrower in any case shall entitle Borrower to any other
or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
subsection 10.6 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by Borrower, on Borrower. Notwithstanding anything
contained herein to the contrary, as among Lenders and Administrative Agent in
connection with the exercise of remedies under any of Loan Documents, the
written concurrence of Requisite Lenders shall be required for Administrative
Agent to execute proxy rights in the election of the board of directors of any
Loan Party owning real property or to acquire any ownership interest in real
property of any Loan Party.

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 an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

10.8     Notices.

         Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telexed or sent by telefacsimile or United States mail
or courier service and shall be deemed to have been given when delivered in
person or by courier service, 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 that notices to Administrative Agent shall not
be effective until received. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name on the signature pages
hereof or (i) as to Borrower and Administrative Agent, such other address as
shall be designated by such Person in a written notice delivered to the other
parties hereto and (ii) as to each other party, such other address as shall be
designated by such party in a written notice delivered to Administrative Agent.

10.9     Survival of Representations, Warranties and Agreements.

A. All representations,  warranties and agreements made herein shall survive the
execution  and  delivery of this  Agreement  and the making of the Loans and the
issuance of the Letters of Credit hereunder.

B. Notwithstanding anything in this Agreement or implied by law to the contrary,
the agreements of Borrower set forth in subsections 2.6D, 2.7, 3.5A, 3.6, 7.17,
10.2, 10.3 and 10.4 and the agreements of Lenders set forth in subsections 9.2C,
9.4 and 10.5 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 of this Agreement.

10.10    Failure or Indulgence Not Waiver; Remedies Cumulative.

         No failure or delay on the part of Administrative Agent or any Lender
in the exercise of any power, right or privilege hereunder or under any other
Loan 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. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

10.11    Marshalling; Payments Set Aside.

         Neither Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Borrower or any other party or
against or in payment of any or all of the Obligations. To the extent that
Borrower makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit 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 (whether by litigation, demand, settlement or
otherwise), 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.

10.12    Severability.

         In case any provision in or obligation under this Agreement or the
Notes 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.

10.13    Obligations Several; Independent Nature of Lenders' Rights.

         The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders, or
Lenders and Borrower, 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 of this Agreement and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

10.14    Headings.

         Section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

10.15    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 INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.

10.16    Successors and Assigns.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by Borrower without such
consent shall be null and void). 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 Administrative Agent and
Affiliates of Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

10.17    Consent to Jurisdiction and Service of Process.

         ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, 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, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

               (I)  ACCEPTS  GENERALLY  AND   UNCONDITIONALLY  THE  NONEXCLUSIVE
               JURISDICTION AND VENUE OF SUCH COURTS;

                  (II)     WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III) 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 BORROWER AT ITS ADDRESS PROVIDED IN
         ACCORDANCE WITH SUBSECTION 10.8;

                  (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
         SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
         BINDING SERVICE IN EVERY RESPECT;

               (V) AGREES THAT LENDERS  RETAIN THE RIGHT TO SERVE PROCESS IN ANY
               OTHER  MANNER  PERMITTED BY LAW OR TO BRING  PROCEEDINGS  AGAINST
               BORROWER IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17
         RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO
         THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
         SECTION 5-1402 OR OTHERWISE.

10.18    Waiver of Jury Trial.

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their 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 SUBSECTION 10.18 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN 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.

10.19    Confidentiality.

         Each Lender shall hold all non-public information obtained pursuant to
the requirements of this Agreement that has been identified in writing as
confidential by Borrower in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with safe
and sound banking practices, it being understood and agreed by Borrower that in
any event a Lender may make disclosures (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such information and
instructed to keep such information confidential), (b) to the extent requested
by any government authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this subsection 10.19, to (i) any Eligible
Assignee of or participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of
Borrower, (g) with the consent of Borrower, (h) to the extent such information
(i) becomes publicly available other than as a result of a breach of this
subsection 10.19, or (ii) becomes available to Administrative Agent or any
Lender on a nonconfidential basis from a source other than Borrower, or (i) to
the National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates;
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify Borrower of any request by any government authority or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such government
authority) for disclosure of any such non-public information prior to disclosure
of such information; and provided, further, that in no event shall any Lender be
obligated or required to return any materials furnished by Borrower or any of
its Subsidiaries. Notwithstanding anything contained herein to the contrary,
Borrower understands and agrees that Administrative Agent and each of the
institutions identified as "Lead Arranger," "Co-Lead Arranger," "Documentation
Agent" or "Co-Syndication Agent" on the title page to this Agreement may make
customary disclosures for advertising and "league table" purposes.

10.20    Lead Arranger, Bookrunner, Documentation Agent and Syndication Agent.

         None of the institutions identified as "Lead Arranger," "Co-Lead
Arranger," "Documentation Agent" or "Co-Syndication Agent" on the title page to
this Agreement shall have any obligations, liabilities or duties under this
Agreement other than those applicable to a Lender (but only if such institution
is a Lender) as such, and no such institution shall have or be deemed to have
any fiduciary relationship with any Lender. Each Lender acknowledges that it has
not relied, and will not rely, on any such institution in deciding to enter into
this Agreement or in taking or not taking any action hereunder.

10.21    Counterparts; Effectiveness.

         This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate 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; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by Borrower and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.


                  [Remainder of page intentionally left blank]



<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.

                                            WINSLOEW FURNITURE, INC.



                                            By:  _____________________________
                                                  Vincent Tortorici, Jr.
                                 Chief Financial Officer and Assistant Secretary

                                            Notice Address:

                                            WinsLoew Furniture, Inc.
                                            160 Village Street
                                            Birmingham, Alabama  35242
                                            Attn:  Chief Executive Officer
                                            Facsimile No.:  (205) 408-7028

                                           with a copy to:

                                            Trivest, Inc.
                                            2665 South Bayshore Drive
                                            8th Floor
                                            Miami, FL  33133-5401
                                            Attn.:  Bobby Tesney
                                            Facsimile No.:  (305) 285-0102






                     CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent

                                            By:  _____________________________
                                            Dean J. Decker
                                            Executive Director
                                            CIBC World Markets Corp., AS AGENT

                                            Notice Address:

                                            CANADIAN IMPERIAL BANK OF COMMERCE
                                            425 Lexington Avenue
                                            New York, New York  10017
                                            Attn.:  Agency Services Dept.
                                            Facsimile No.: (212) 856-3763

                                            With a Copy to:

                                            CIBC WORLD MARKETS CORP.
                                            350 South Grand Avenue, Suite 2600
                                            Los Angeles, California  90071




                                      CIBC WORLD MARKETS CORP., as Lead Arranger

                                            By:  _____________________________
                                            Dean J. Decker
                                            Executive Director

                                            Notice Address:

                                            CIBC WORLD MARKETS CORP.
                                            350 South Grand Avenue, Suite 2600
                                            Los Angeles, California  90071

                                            With a Copy to:

                                            CANADIAN IMPERIAL BANK OF COMMERCE
                                            425 Lexington Avenue
                                            New York, New York  10017
                                            Attn.:  Agency Services Dept.
                                            Facsimile No.: (212) 856-3763





                                CIBC, INC., as a Lender and as Swing Line Lender


                                            By:  _____________________________
                                            Dean J. Decker
                                            Executive Director
                                            CIBC World Markets Corp., AS AGENT


                                            Notice Address:

                                            CIBC, INC.
                                            425 Lexington Avenue
                                            New York, New York  10017
                                            Attn.: Agency Services Dept.
                                            Facsimile No.: (212) 856-3763

                                            With a Copy to:

                                            CIBC WORLD MARKETS CORP.
                                            350 South Grand Avenue, Suite 2600
                                            Los Angeles, California  90071






                                CREDIT AGREEMENT

                             Dated as of May 8, 2001

                                      among

                            WINSLOEW FURNITURE, INC.,
                                  as Borrower,

                          THE LENDERS LISTED HEREIN OR
                         PARTY FROM TIME TO TIME HERETO,
                                   as Lenders,

                                   CIBC INC.,
                              as Swing Line Lender,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                            as Administrative Agent,

                          Antares Capital CORPORATION,
                            as Co-Syndication Agent,

                             HELLER FINANcial, inc.,
                            as Co-Syndication Agent,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent,

                            CIBC WORLD MARKETS CORP.,
                                as Lead Arranger,

                                       and

                           Antares Capital CORPORATION
                                       and
                             HELLER FINANcial, inc.,
                              as Co-Lead Arrangers





                                Table of Contents
<TABLE>
     <S>                    <C>                                                                            <C>


                                                                                                          Page

                                                          i
Section 1.                 DEFINITIONS.......................................................................3

       1.1                 Certain Defined Terms.............................................................3

       1.2                 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement34

       1.3                 Other Definitional Provisions and Rules of Construction..........................34


Section 2.                 AMOUNTS AND TERMS OF COMMITMENTS AND LOANS.......................................35

       2.1                 Commitments; Making of Loans; Optional Notes.....................................35

       2.2                 Interest on the Loans............................................................43

       2.3                 Fees.............................................................................47

       2.4                 Repayments and Prepayments; General Provisions Regarding Payments; Application of Proceeds of
                           Collateral and Payments Under Subsidiary Guaranty................................48

       2.5                 Use of Proceeds..................................................................56

       2.6                 Special Provisions Governing LIBOR Loans.........................................57

       2.7                 Increased Costs; Taxes; Capital Adequacy.........................................59

       2.8                 Obligation of Lenders and Issuing Lenders to Mitigate............................63


Section 3.                 LETTERS OF CREDIT................................................................64

       3.1                 Issuance of Letters of Credit and Lenders' Purchase of Participations Therein....64

       3.2                 Letter of Credit Fees............................................................66

       3.3                 Drawings and Reimbursement of Amounts Paid Under Letters of Credit...............67

       3.4                 Obligations Absolute.............................................................70

       3.5                 Indemnification; Nature of Issuing Lenders' Duties...............................71

       3.6                 Increased Costs and Taxes Relating to Letters of Credit..........................72


Section 4.                 CONDITIONS TO LOANS AND LETTERS OF CREDIT........................................73

       4.1                 Conditions to Term Loans and Initial Revolving Loans and Swing Line Loans........73

       4.2                 Conditions to All Loans..........................................................82

       4.3                 Conditions to Letters of Credit..................................................83


Section 5.                 BORROWER'S REPRESENTATIONS AND WARRANTIES........................................83

       5.1                 Organization, Powers, Qualification, Good Standing, Business and Subsidiaries....83

       5.2                 Authorization of Borrowing, etc..................................................84

       5.3                 Financial Condition..............................................................85

       5.4                 No Material Adverse Change; No Restricted Junior Payments........................86

       5.5                 Title to Properties; Liens; Real Property........................................86

       5.6                 Litigation; Adverse Facts........................................................87

       5.7                 Payment of Taxes.................................................................87

       5.8                 Performance of Agreements; Materially Adverse Agreements; Material Contracts.....87

       5.9                 Governmental Regulation..........................................................88

       5.10                Securities Activities............................................................88

       5.11                Employee Benefit Plans...........................................................88

       5.12                Certain Fees.....................................................................89

       5.13                Environmental Protection.........................................................89

       5.14                Employee Matters.................................................................90

       5.15                Solvency.........................................................................90

       5.16                Matters Relating to Collateral...................................................90

       5.17                Related Agreements...............................................................91

       5.18                Accounts Receivable..............................................................91

       5.19                Inventory........................................................................92

       5.20                Disclosure.......................................................................92

       5.21                Subordination....................................................................92

       5.22                Mortgage Taxes, Etc..............................................................92

       5.23                Foreign Subsidiaries.............................................................93


Section 6.                 BORROWER'S AFFIRMATIVE COVENANTS.................................................93

       6.1                 Financial Statements and Other Reports...........................................93

       6.2                 Corporate Existence, etc.........................................................99

       6.3                 Payment of Taxes and Claims; Tax Consolidation...................................99

       6.4                 Maintenance of Properties; Insurance; Application of Net Insurance/Condemnation Proceeds
                           100

       6.5                 Inspection Rights; Audits of Inventory and Accounts Receivable; Lender Meeting..102

       6.6                 Compliance with Laws, etc.......................................................102

       6.7                 Environmental Review and Investigation, Disclosure, Etc.; Borrower's Actions Regarding Hazardous
                           Materials Activities, Environmental Claims and Violations of Environmental Laws.102

       6.8                 Execution of Subsidiary Guaranty and Personal Property Collateral Documents by Certain
                           Subsidiaries and Future Subsidiaries............................................105

       6.9                 Conforming Leasehold Interests; Matters Relating to Additional Real Property Collateral 106

       6.10                Deposit Accounts and Cash Management Systems....................................108

       6.11                Interest Rate Cap...............................................................109

       6.12                Assignment of Claims Act........................................................109

       6.13                Landlord Consents and Estoppels; Recorded Leasehold Interests...................109

       6.14                Other Post-Closing Matters......................................................109


Section 7.                 BORROWER'S NEGATIVE COVENANTS...................................................109

       7.1                 Indebtedness....................................................................110

       7.2                 Liens and Related Matters.......................................................110

       7.3                 Investments; Joint Ventures.....................................................111

       7.4                 Contingent Obligations..........................................................112

       7.5                 Restricted Junior Payments......................................................113

       7.6                 Financial Covenants.............................................................114

       7.7                 Restriction on Fundamental Changes; Asset Sales and Acquisitions................117

       7.8                 Consolidated Capital Expenditures...............................................118

       7.9                 Restriction on Leases...........................................................118

       7.10                Sales and Lease-Backs...........................................................118

       7.11                Sale or Discount of Receivables.................................................118

       7.12                Transactions with Shareholders and Affiliates...................................119

       7.13                Disposal of Subsidiary Stock....................................................119

       7.14                Conduct of Business.............................................................120

       7.15                Amendments or Waivers of Related Agreements.....................................120

       7.16                Fiscal Year.....................................................................120

       7.17                Pompeii Mexico..................................................................120


Section 8.                 EVENTS OF DEFAULT...............................................................120

       8.1                 Failure to Make Payments When Due...............................................120

       8.2                 Default in Other Agreements.....................................................121

       8.3                 Breach of Certain Covenants.....................................................121

       8.4                 Breach of Warranty..............................................................121

       8.5                 Other Defaults Under Loan Documents.............................................121

       8.6                 Involuntary Bankruptcy; Appointment of Receiver, etc............................121

       8.7                 Voluntary Bankruptcy; Appointment of Receiver, etc..............................122

       8.8                 Judgments and Attachments.......................................................122

       8.9                 Dissolution.....................................................................122

       8.10                Employee Benefit Plans..........................................................122

       8.11                Change of Control...............................................................123

       8.12                Invalidity of Subsidiary Guaranty or Holdings Guaranty; Failure of Security; Repudiation of
                           Obligations.....................................................................123

       8.13                Material Adverse Effect.........................................................123

       8.14                Actions Relating to Certain Indebtedness........................................123

       8.15                Failure of Holdings to Own Borrower.............................................124

       8.16                Failure to Consummate the Merger and the Acquisition............................124


Section 9.                 ADMINISTRATIVE AGENT............................................................125

       9.1                 Appointment.....................................................................125

       9.2                 Powers and Duties; General Immunity.............................................126

       9.3                 Representations and Warranties; No Responsibility For Appraisal of Creditworthiness     128

       9.4                 Right to Indemnity..............................................................128

       9.5                 Successor Administrative Agent and Successor Swing Line Lender..................128

       9.6                 Collateral Documents and Guaranties.............................................129


Section 10.                MISCELLANEOUS...................................................................130

       10.1                Assignments and Participations in Loans.........................................130

       10.2                Expenses........................................................................133

       10.3                Indemnity.......................................................................134

       10.4                Set-Off; Security Interest in Deposit Accounts..................................135

       10.5                Ratable Sharing.................................................................136

       10.6                Amendments and Waivers..........................................................136

       10.7                Independence of Covenants.......................................................139

       10.8                Notices.........................................................................139

       10.9                Survival of Representations, Warranties and Agreements..........................139

       10.10               Failure or Indulgence Not Waiver; Remedies Cumulative...........................139

       10.11               Marshalling; Payments Set Aside.................................................140

       10.12               Severability....................................................................140

       10.13               Obligations Several; Independent Nature of Lenders' Rights......................140

       10.14               Headings........................................................................140

       10.15               Applicable Law..................................................................140

       10.16               Successors and Assigns..........................................................141

       10.17               Consent to Jurisdiction and Service of Process..................................141

       10.18               Waiver of Jury Trial............................................................142

       10.19               Confidentiality.................................................................142

       10.20               Lead Arranger, Bookrunner, Documentation Agent and Syndication Agent............143

       10.21               Counterparts; Effectiveness.....................................................143


</TABLE>






EXHIBITS

I                 FORM OF NOTICE OF BORROWING
II                FORM OF NOTICE OF CONVERSION/CONTINUATION
III               FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT
IV                FORM OF BORROWING BASE CERTIFICATE
V                 FORM OF TERM LOAN NOTE
VI                FORM OF REVOLVING NOTE
VII               FORM OF SWING LINE NOTE
VIII              FORM OF COMPLIANCE CERTIFICATE
IX                FORM OF OPINION OF COUNSEL TO LOAN PARTIES
X                 FORM OF OPINION OF ADMINISTRATIVE AGENT'S COUNSEL
XI                FORM OF ASSIGNMENT AGREEMENT
XII-A             FORM OF BORROWER'S FINANCIAL CONDITION CERTIFICATE
XII-B             FORM OF HOLDINGS' FINANCIAL CONDITION CERTIFICATE
XIII              FORM OF SECURITY AGREEMENT
XIV               FORM OF SUBSIDIARY GUARANTY
XV                FORM OF COLLATERAL ACCESS AGREEMENT
XVI               FORM OF MORTGAGE
XVII              FORM OF HOLDINGS GUARANTY


SCHEDULES

1.1(a)            INVENTORY LOCATIONS
1.1(b)            DAILY AVERAGE AMOUNTS
4.1C              CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP; MANAGEMENT
4.1I              Closing Date Mortgaged Properties
4.1K              phase I reports
4.1y              sales terms
5.1               SUBSIDIARIES OF BORROWER
5.5B              REAL PROPERTY
5.5C              INTELLECTUAL PROPERTY
5.6               LITIGATION
5.8               MATERIAL CONTRACTS
5.11              CERTAIN EMPLOYEE BENEFIT PLANS
5.13              ENVIRONMENTAL MATTERS
6.10              DEPOSIT ACCOUNTS
6.14              OTHER POST CLOSING MATTERS
7.2               CERTAIN EXISTING LIENS
7.3               CERTAIN EXISTING INVESTMENTS
7.4               CERTAIN EXISTING CONTINGENT OBLIGATIONS






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