<PAGE>
                                                                    EXHIBIT 10.1

================================================================================

                                  $348,000,000

                                CREDIT AGREEMENT

                                      among

                         PENNZOIL-QUAKER STATE COMPANY,

           The Subsidiary Borrowers from Time to Time Parties Hereto,
              The Several Lenders from Time to Time Parties Hereto,

                             THE BANK OF NOVA SCOTIA
                                       and
                      7 DEUTSCHE BANK AG NEW YORK BRANCH,
                           as Co-Documentation Agents,

                               CITICORP USA, INC.,
                              as Syndication Agent,

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                          Dated as of November 2, 2001

===============================================================================

                           J.P. MORGAN SECURITIES INC.
                                       and
                           SALOMON SMITH BARNEY INC.,
                      as Co-Arrangers and Joint Bookrunners


<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
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SECTION 1.      DEFINITIONS.......................................................................................1

         1.1    Defined Terms.....................................................................................1
         1.2    Other Definitional Provisions....................................................................28

SECTION 2.      AMOUNT AND TERMS OF COMMITMENTS..................................................................29

         2.1    364-Day Revolving Commitments....................................................................29
         2.2    Three-Year Revolving Commitments.................................................................29
         2.3    Procedure for Revolving Loan Borrowing; Participations; Evidence of Debt.........................30
         2.4    Swingline Commitment.............................................................................32
         2.5    Procedure for Swingline Borrowing; Refunding of Swingline Loans..................................32
         2.6    Facility Fees, etc...............................................................................33
         2.7    Termination or Reduction of Commitments..........................................................34
         2.8    L/C Commitment...................................................................................34
         2.9    Procedure for Issuance of Letter of Credit.......................................................35
         2.10   Fees and Other Charges...........................................................................36
         2.11   L/C Participations...............................................................................36
         2.12   Reimbursement Obligation of the Company..........................................................37
         2.13   Obligations Absolute.............................................................................37
         2.14   Letter of Credit Payments........................................................................38
         2.15   Applications; Existing Letter of Credit Documents................................................38
         2.16   Foreign Currency Subfacility.....................................................................38
         2.17   Procedure for Foreign Currency Loan Borrowings...................................................38
         2.18   Foreign Currency Loan Fees, Commissions and Other Charges........................................39
         2.19   Participations in Foreign Currency Loans.........................................................39

SECTION 3.      GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT.....................................41

         3.1    Optional Prepayments.............................................................................41
         3.2    Mandatory Prepayments............................................................................41
         3.3    Conversion and Continuation Options..............................................................42
         3.4    Limitations on Eurocurrency Tranches.............................................................43
         3.5    Interest Rates and Payment Dates.................................................................43
         3.6    Computation of Interest and Fees.................................................................44
         3.7    Inability to Determine Interest Rate.............................................................44
         3.8    Pro Rata Treatment and Payments..................................................................45
         3.9    Requirements of Law..............................................................................47
         3.10   Taxes............................................................................................48
         3.11   Indemnity........................................................................................50
         3.12   Mitigation Obligations...........................................................................51
         3.13   Replacement of Lenders...........................................................................51
</Table>

                                       i

<PAGE>


<Table>
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         3.14   Foreign Currency Exchange Rate...................................................................52
         3.15   Subsidiary Borrowers.............................................................................52

SECTION 4.      REPRESENTATIONS AND WARRANTIES...................................................................53

         4.1    Financial Condition..............................................................................53
         4.2    No Change........................................................................................54
         4.3    Existence; Compliance with Law...................................................................54
         4.4    Power; Authorization; Enforceable Obligations....................................................54
         4.5    No Legal Bar.....................................................................................54
         4.6    Litigation.......................................................................................55
         4.7    No Default.......................................................................................55
         4.8    Ownership of Property; Liens.....................................................................55
         4.9    Intellectual Property............................................................................55
         4.10   Taxes............................................................................................55
         4.11   Federal Regulations..............................................................................55
         4.12   Labor Matters....................................................................................55
         4.13   ERISA............................................................................................56
         4.14   Investment Company Act; Other Regulations........................................................56
         4.15   Subsidiaries.....................................................................................56
         4.16   Use of Proceeds..................................................................................56
         4.17   Environmental Matters............................................................................57
         4.18   Accuracy of Information, etc.....................................................................58
         4.19   Security Documents...............................................................................58
         4.20   Solvency.........................................................................................58

SECTION 5.      CONDITIONS PRECEDENT.............................................................................59

         5.1    Conditions to Initial Extension of Credit........................................................59
         5.2    Conditions to Each Extension of Credit...........................................................61
         5.3    Additional Conditions to Each Subsidiary Borrower Credit Event...................................61

SECTION 6.      AFFIRMATIVE COVENANTS............................................................................62

         6.1    Financial Statements and Other Information.......................................................62
         6.2    Certificates; Other Information..................................................................63
         6.3    Payment of Obligations...........................................................................64
         6.4    Maintenance of Existence; Compliance.............................................................64
         6.5    Maintenance of Property; Insurance...............................................................64
         6.6    Inspection of Property; Books and Records; Discussions...........................................64
         6.7    Notices..........................................................................................65
         6.8    Environmental Laws...............................................................................66
         6.9    Additional Collateral, etc.......................................................................66
         6.10   Agreements Respecting Unrestricted Subsidiaries..................................................67
         6.11   Post-Closing Matters.............................................................................68
</Table>

                                       ii
<PAGE>

<Table>
<Caption>
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<S>                                                                                                            <C>
SECTION 7.      NEGATIVE COVENANTS...............................................................................69

         7.1    Financial Condition Covenants....................................................................69
         7.2    Indebtedness.....................................................................................70
         7.3    Liens............................................................................................72
         7.4    Fundamental Changes..............................................................................75
         7.5    Disposition of Property..........................................................................76
         7.6    Restricted Payments..............................................................................77
         7.7    Capital Expenditures.............................................................................79
         7.8    Investments......................................................................................79
         7.9    Optional Payments and Modifications of Certain Debt Instruments; Synthetic Purchase Agreements...82
         7.10   Transactions with Affiliates.....................................................................83
         7.11   Changes in Fiscal Periods........................................................................84
         7.12   Negative Pledge Clauses..........................................................................84
         7.13   Clauses Restricting Subsidiary Distributions.....................................................84
         7.14   Lines of Business................................................................................85

SECTION 8.      EVENTS OF DEFAULT................................................................................86


SECTION 9.      THE AGENTS.......................................................................................90

         9.1    Appointment......................................................................................90
         9.2    Delegation of Duties.............................................................................90
         9.3    Exculpatory Provisions...........................................................................90
         9.4    Reliance by Agents...............................................................................91
         9.5    Notice of Default................................................................................91
         9.6    Non-Reliance on Agents and Other Lenders.........................................................91
         9.7    Indemnification..................................................................................92
         9.8    Agent in Its Individual Capacity.................................................................92
         9.9    Successor Administrative Agent...................................................................92
         9.10   Collateral Agent.................................................................................93
         9.11   Co-Documentation Agents and Syndication Agent....................................................93

SECTION 10.     GUARANTEE........................................................................................94

         10.1   Guarantee........................................................................................94
         10.2   No Subrogation, Contribution, Reimbursement or Indemnity.........................................94
         10.3   Amendments, etc. with respect to the Subsidiary Borrower Obligations: Waiver of Rights...........95
         10.4   Guarantee Absolute and Unconditional.............................................................95
         10.5   Reinstatement....................................................................................96

SECTION 11.     MISCELLANEOUS....................................................................................97

         11.1   Amendments and Waivers...........................................................................97
         11.2   Notices..........................................................................................98
         11.3   No Waiver; Cumulative Remedies...................................................................99
</Table>

                                      iii

<PAGE>

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         11.4   Survival of Representations and Warranties.......................................................99
         11.5   Payment of Expenses and Taxes....................................................................99
         11.6   Successors and Assigns; Participations and Assignments..........................................100
         11.7   Adjustments; Set-off............................................................................102
         11.8   Counterparts....................................................................................103
         11.9   Severability....................................................................................103
         11.10  Integration.....................................................................................103
         11.11  GOVERNING LAW...................................................................................104
         11.12  Submission To Jurisdiction; Waivers.............................................................104
         11.13  Acknowledgements................................................................................104
         11.14  Releases of Guarantees and Liens................................................................105
         11.15  Confidentiality.................................................................................105
         11.16  WAIVERS OF JURY TRIAL...........................................................................106
         11.17  Conversion of Currencies........................................................................106
         11.18  Limitation on Obligations of Subsidiary Borrowers...............................................106
         11.19  Interest Rate Limitation........................................................................107
         11.20  Delivery of Addenda.............................................................................107
</Table>


                                       iv
<PAGE>


ANNEX:

A     Pricing Grid

SCHEDULES:

1.1A     Commitments
2.8      Existing Letters of Credit
4.15     Subsidiaries
4.17     Environmental Matters
4.19     UCC Filing Jurisdictions
5.1      Certain Post-Closing Matters
7.2(d)   Existing Indebtedness
7.3(f)   Existing Liens
7.10     Existing Affiliate Transaction Agreements
7.13     Agreements Restricting Subsidiary Distributions

EXHIBITS:

A-1      Form of Guarantee and Collateral Agreement
A-2      Form of Shared Collateral Agreement
A-3      Form of Collateral Sharing Agreement
B        Form of Compliance Certificate
C        Form of Closing Certificate
D        Form of Assignment and Acceptance
E        Form of Legal Opinion of Baker Botts, L.L.P.
F        Form of Exemption Certificate
G        Form of Addendum
H        Form of Borrowing Subsidiary Agreement
I        Form of Borrowing Subsidiary Termination


                                       v
<PAGE>


                  CREDIT AGREEMENT dated as of November 2, 2001, among
PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation (the "Company"), the
Subsidiary Borrowers (as defined hereinafter) from time to time parties to this
Agreement, the several banks and other financial institutions or entities from
time to time parties to this Agreement as lenders (the "Lenders"), THE BANK OF
NOVA SCOTIA and DEUTSCHE BANK AG NEW YORK BRANCH, as co-documentation agents (in
such capacities, the "Co-Documentation Agents"), CITICORP USA, INC., as
syndication agent (in such capacity, the "Syndication Agent"), and THE CHASE
MANHATTAN BANK, as administrative agent.

                  The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the terms listed
in this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

                  "ABR": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by Chase as its prime
rate in effect at its principal office in New York City (the Prime Rate not
being intended to be the lowest rate of interest charged by Chase in connection
with extensions of credit to debtors). Any change in the ABR due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

                  "ABR Loans": Loans the rate of interest applicable to which is
based upon the ABR.

                  "Addendum": an instrument, substantially in the form of
Exhibit G, by which a Lender becomes a party to this Agreement as of the Closing
Date.

                  "Adjustment Date": as defined in the Pricing Grid.

                  "Administrative Agent": The Chase Manhattan Bank, together
with its affiliates, as the administrative agent for the Lenders under this
Agreement and the other Loan Documents, together with any of its successors in
such capacity.

                  "Affected Foreign Currency": as defined in Section 3.7(c).

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

<PAGE>


                  "Agents": the collective reference to the Syndication Agent,
the Co-Documentation Agents and the Administrative Agent.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to the sum of (a) the amount of such Lender's 364-Day Revolving
Commitment then in effect or, if the 364-Day Revolving Commitments have been
terminated, the amount of such Lender's 364-Day Revolving Extensions of Credit
then outstanding and (b) the amount of such Lender's Three-Year Revolving
Commitment then in effect or, if the Three-Year Revolving Commitments have been
terminated, the amount of such Lender's Three-Year Revolving Extensions of
Credit then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposures of all Lenders at such time.

                  "Agreement": this Agreement.

                  "Agreement Currency": as defined in Section 11.17.

                  "Applicable Creditor": as defined in Section 11.17.

                  "Applicable Margin": (a) 1.00% per annum, in the case of ABR
Loans under the Three-Year Revolving Facility, (b) 2.50% per annum, in the case
of Eurocurrency Loans denominated in Dollars under the Three-Year Revolving
Facility, (c) 0.00% per annum, in the case of ABR Loans under the 364-Day
Revolving Facility and (d) 1.50% per annum, in the case of Eurocurrency Loans
under the 364-Day Revolving Facility; provided that, on and after the first
Adjustment Date occurring after the Closing Date, the Applicable Margin with
respect to ABR Loans and Eurocurrency Loans under the Three-Year Revolving
Facility will be determined pursuant to the Pricing Grid.

                  "Application": an application, in such form as the Issuing
Lender may reasonably specify from time to time, requesting the Issuing Lender
to open a Letter of Credit.

                  "Assignee": as defined in Section 11.6(c).

                  "Assignment and Acceptance": an Assignment and Acceptance,
substantially in the form of Exhibit D.

                  "Assignor": as defined in Section 11.6(c).

                  "Available 364-Day Revolving Commitment": as to any 364-Day
Revolving Lender at any time, an amount equal to the excess, if any, of (a) such
Lender's 364-Day Revolving Commitment then in effect over (b) such Lender's
364-Day Revolving Extensions of Credit then outstanding.

                  "Available Three-Year Revolving Commitment": as to any
Three-Year Revolving Lender at any time, an amount equal to the excess, if any,
of (a) such Lender's Three-Year Revolving Commitment then in effect over (b)
such Lender's Three-Year Revolving Extensions of Credit then outstanding.


                                       2
<PAGE>

                  "Benefitted Lender": as defined in Section 11.7(a).

                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

                  "Borrowing Date": any Business Day specified by the Company or
a Subsidiary Borrower, as the case may be, as a date on which the Company or
such Subsidiary Borrower, as the case may be, requests the relevant Lenders to
make Loans hereunder.

                  "Borrowing Subsidiary Agreement": a Borrowing Subsidiary
Agreement, substantially in the form of Exhibit H.

                  "Borrowing Subsidiary Termination": a Borrowing Subsidiary
Termination, substantially in the form of Exhibit I.

                  "Business": as defined in Section 4.17(b).

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed, provided, that (a) when used in connection with a Eurocurrency
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in the applicable currency in the London interbank
market and (b) when used in connection with a Foreign Currency Loan, the term
"Business Day" shall also exclude any day on which banks in (i) the jurisdiction
of the account to which the proceeds of such Loan are to be disbursed and (ii)
the jurisdiction in which payments of principal of and interest on such Loan are
to made are authorized or required by law to remain closed.

                  "Calculation Date": with respect to each Foreign Currency, the
fifteenth and last day of each calendar month (or, if such day is not a Business
Day, the next succeeding Business Day), provided that (a) the second Business
Day preceding each Borrowing Date with respect to any Foreign Currency Loans in
a Foreign Currency shall also be a "Calculation Date" with respect to such
Foreign Currency and (b) solely for purposes of determining the Dollar
Equivalent of the fees payable pursuant to Section 2.18(b), the Business Day
immediately preceding the date of such payment shall be a "Calculation Date"
with respect to each Foreign Currency.

                  "Capital Expenditures": for any period, with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries
for the acquisition or leasing (pursuant to a Capital Lease) from a Person other
than the Company or any of its Restricted Subsidiaries of fixed or capital
assets or additions to equipment (including capitalized replacements,
capitalized repairs and improvements during such period) that should be
capitalized under GAAP on a consolidated balance sheet of such Person and its
Subsidiaries (excluding, without duplication, (i) any such expenditures in
connection with normal replacement and maintenance programs properly charged to
current operations, (ii) any such expenditures financed with the Net Cash
Proceeds of any Disposition (other than a Disposition in connection with a
Sale-Leaseback Transaction) permitted under Section 7.5 to the extent such Net
Cash Proceeds are used to finance such expenditures within 12 months after such
Disposition, (iii) capital expenditures attributable to the purchase price of
any Investment permitted under Section 7.8(f) or 7.8(g), (iv) any expenditures
financed with the proceeds of casualty insurance so long as such proceeds


                                       3
<PAGE>


are used to repair or replace the assets affected by such casualty loss, (v) any
such expenditure financed with the proceeds of the issuance of the Company's
Capital Stock within six months after such issuance (it being understood that,
to the extent such proceeds are used to finance such expenditures, such proceeds
may not also be used to make Permitted Acquisitions under Section 7.8(f)) or
(vi) any such expenditure resulting from the receipt of non-cash consideration
for any Disposition.

                  "Capital Lease": as defined in the definition of Capital Lease
Obligations.

                  "Capital Lease Obligations": as to any Person, the obligations
of such Person to pay rent or other amounts under any lease (a "Capital Lease")
of (or other arrangement conveying the right to use) real or personal property,
or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Cash Equivalents": (a) marketable direct obligations issued
by, or unconditionally guaranteed or insured by, the United States or issued by
any agency thereof, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits having maturities of not more than one year
from the date of acquisition issued by (i) any Lender, (ii) any commercial bank
organized under the laws of the United States or any state thereof which has a
rating of "A" or the equivalent thereof by Fitch Investors Services, Inc.
("Fitch") or the long-term debt of which bank is rated at the time of
acquisition thereof at least "A" or the equivalent thereof by Standard & Poor's
Ratings Services ("S&P") or "A" or the equivalent thereof by Moody's Investors
Service, Inc. ("Moody's") or (iii) any commercial bank having combined capital
and surplus of not less than $500,000,000; (c) commercial paper of an issuer
rated at the time of acquisition at least A-1 by S&P or P-1 by Moody's, or
carrying an equivalent rating by a nationally recognized rating agency, if both
of the two named rating agencies cease publishing ratings of commercial paper
issuers generally, and maturing not more than one year from the date of
acquisition; (d) to the extent it does not satisfy the requirements of clause
(c) of this definition, commercial paper of an issuer rated at the time of
acquisition at least A-2 by S&P or P-2 by Moody's, or carrying an equivalent
rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition; (e) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements
of clause (b) of this definition, having a term of not more than 7 days, with
respect to securities satisfying the requirements of clauses (a), (b), (c), (d)
and (f) of this definition; (f) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by S&P or A by Moody's; (g) securities with maturities of six
months or less from the


                                       4
<PAGE>


date of acquisition backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (b) of this
definition; (h) shares of Dollar denominated money market funds, as defined by
Rule 2a-7 of the General Rules and Regulations promulgated under the Investment
Company Act of 1940, which invest primarily in assets satisfying the
requirements of clauses (a) through (g) of this definition; (i) in the case of
Subsidiaries doing business outside of the United States, substantially similar
investments to those set forth in clauses (a) through (h) above denominated in
foreign currencies; provided that references to the United States shall be
deemed to mean foreign countries having a sovereign rating of "A" or better from
either S&P or Moody's; or (j) overnight bank deposits not to exceed $100,000 at
any financial institution organized under the laws of the United States or any
state thereof or $350,000 at any financial institution which is not organized
under the laws of the United States or any state thereof.

                  "Chase": The Chase Manhattan Bank, a New York banking
corporation, and its successors.

                  "Closing Date": the date on which the conditions precedent set
forth in Section 5.1 shall have been satisfied, which date is November 2, 2001.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Co-Documentation Agents": as defined in the preamble to this
Agreement.

                  "Collateral": all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Collateral Agent": Chase, in its capacity as (a) collateral
agent under the Guarantee and Collateral Agreement for the Lenders and (b)
collateral agent under the Shared Collateral Agreement for the Lenders and for
the holders of the 9.40% Senior Notes Due 2002, 6.625% Senior Notes Due 2005,
6.75% Senior Notes Due 2009 and 7.375% Senior Debentures Due 2029.

                  "Collateral Agreements": the collective reference to the
Guarantee and Collateral Agreement and the Shared Collateral Agreement.

                  "Collateral Sharing Agreement": the Collateral Sharing
Agreement to be executed and delivered by the Company and the Collateral Agent,
substantially in the form of Exhibit A-3.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Company within the meaning
of Section 4001 of ERISA or is part of a group that includes the Company and
that is treated as a single employer under Section 414 of the Code.

                  "Company": as defined in the preamble to this Agreement.

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer, substantially in the form of Exhibit B.


                                       5
<PAGE>


                  "Conduit Lender": any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument; provided, that the designation by any Lender of a Conduit Lender
shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be entitled to receive
any greater amount pursuant to Section 3.9, 3.10, 3.11 or 11.5 than the
designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Revolving Commitment.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated September 2001 and furnished to certain Lenders.

                  "Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense, (b) Consolidated Interest Expense, (c) depreciation
and amortization expense, (d) non-cash compensation expenses arising from the
issuance of stock, options to purchase stock and stock appreciation rights to
the management of the Company, and (e) any other noncash charges, noncash
expenses or noncash losses of the Company or any of its Restricted Subsidiaries
for such period (excluding any such charge, expense or loss incurred in the
ordinary course of business that constitutes an accrual of or a reserve for cash
charges for any future period), provided, however, that cash payments made in
such period or in any future period in respect of such noncash charges, expenses
or losses (excluding any such charge, expense or loss incurred in the ordinary
course of business that constitutes an accrual of or a reserve for cash charges
for any future period) shall be subtracted from Consolidated Net Income in
calculating Consolidated EBITDA in the period when such payments are made, and
minus, to the extent included in the statement of such Consolidated Net Income
for such period, the sum of (a) any extraordinary income or gains determined in
accordance with GAAP and (b) any other non-cash income for such period
(excluding any income relating to receivables generated in the ordinary course
of business and any items that represent the reversal of any accrual of, or cash
reserve for, anticipated cash charges in any prior period that are described in
the parenthetical to clause (e) above), all as determined on a consolidated
basis; provided that, notwithstanding the foregoing, Consolidated EBITDA of the
Company for the fiscal quarters ending December 31, 2000, March 31, 2001 and
June 30, 2001 shall be equal to $45,600,000, $65,200,000 and $71,700,000,
respectively.

                  "Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

                  "Consolidated Interest Expense": for any period, total
interest expense (whether paid or accrued and including that attributable to
Capital Lease Obligations, but net of cash interest income, whether paid or
accrued) of the Company and its Restricted Subsidiaries for such period, as
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income": for any period, the consolidated
net income (or loss) of the Company and its Restricted Subsidiaries, determined
on a consolidated basis in


                                       6
<PAGE>


accordance with GAAP; provided that there shall be excluded (a) the income (or
deficit) of any Person accrued prior to the date it becomes a Restricted
Subsidiary of the Company (other than as a result of a Redesignation) or is
merged into or consolidated with the Company or any of its Restricted
Subsidiaries, (b) the income (or deficit) of any Person (other than a Restricted
Subsidiary of the Company) in which the Company or any of its Restricted
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Company or such Restricted Subsidiary in the
form of dividends or similar distributions, and (c) the undistributed earnings
of any Restricted Subsidiary of the Company to the extent that the declaration
or payment of dividends or similar distributions by such Restricted Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Restricted Subsidiary.

                  "Consolidated Net Tangible Assets": at any date, the total
amount of assets of the Company and its Restricted Subsidiaries at such date, as
determined on a consolidated basis in accordance with GAAP (less applicable
reserves and other properly deductible items) after deducting therefrom (a) all
current liabilities (excluding any which are, by their terms, extendable or
renewable at the option of the obligor thereon to a date more than 12 months
after the date as of which the amount thereof is being computed) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt premium or discount
and expense and other like intangible assets, determined in accordance with
GAAP.

                  "Consolidated Net Worth": at any date, all amounts that would,
in conformity with GAAP, be included on a consolidated balance sheet of the
Company and its Restricted Subsidiaries under stockholders' equity at such date,
adjusted to exclude (a) non-cash charges due to impairments recorded in
accordance with the Financial Accounting Standards Board's ("FASB's") Statement
of Financial Accounting Standards No. 121 and 142, (b) non-cash pension
adjustments recorded in accordance with the FASB's Statement of Financial
Accounting Standards No. 87, (c) non-cash currency translation adjustments
recorded in accordance with the FASB's Statement of Financial Accounting
Standards No. 8 and 52 and (d) non-cash mark-to-market adjustments recorded in
accordance with the FASB's Statement of Financial Accounting Standards No. 115
and 138, in each case except to the extent that cash payments are made in
respect of such non-cash charges and adjustments whether such cash payments are
made during the period in which such charges or adjustments are recorded or in
any subsequent period prior to the Three-Year Revolving Termination Date.

                  "Consolidated Senior Secured Debt": all Consolidated Total
Debt secured by a Lien upon any of the property of the Company or any Restricted
Subsidiary.

                  "Consolidated Senior Secured Leverage Ratio": as of the last
day of any period of four consecutive fiscal quarters, the ratio of (a)
Consolidated Senior Secured Debt on such day to (b) Consolidated EBITDA for such
period.

                  "Consolidated Total Assets": at any date, the total assets of
the Company and its Restricted Subsidiaries at such date as determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Total Debt": at any date, (a) the aggregate
principal amount of all Indebtedness of the Company and its Restricted
Subsidiaries at such date to the extent such



                                       7
<PAGE>


Indebtedness should be reflected on a consolidated balance sheet as "debt" or
"capital lease obligations" of the Company and its Subsidiaries at such date
(other than items which should appear solely in the notes thereto) in accordance
with GAAP, provided that Capital Lease Obligations of the Company and its
Restricted Subsidiaries, in an aggregate principal amount of up to $70,000,000,
shall be excluded from any determination of Consolidated Total Debt, less (b)
the aggregate amount of all unrestricted cash and Cash Equivalents of the
Company and its Restricted Subsidiaries at such date.

                  "Consolidated Total Leverage Ratio": as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Total Revenues": for any period, the total net
revenues of the Company and its Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP.

                  "Continuing Directors": the directors of the Company on the
Closing Date, after giving effect to the transactions contemplated hereby, and
each other director, if, in each case, such other director's nomination for
election to the board of directors of the Company is recommended by at least a
majority of the then Continuing Directors.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

                  "Default": any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Disposition": with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof (which shall not, in any event, include the creation, incurrence or
assumption of a Lien on such property). The terms "Dispose" and "Disposed of"
shall have correlative meanings.

                  "Disqualified Stock": with respect to any Person, any Capital
Stock of such Person which by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening
of any event:

                  (i) matures or is mandatorily redeemable pursuant to a sinking
         fund obligation or otherwise;

                  (ii) is convertible or exchangeable for Indebtedness or
         Disqualified Stock (excluding Capital Stock which is convertible or
         exchangeable solely at the option of the Company or a Restricted
         Subsidiary); or

                  (iii) is redeemable at the option of the holder of the Capital
         Stock thereof, in whole or in part,

in each case on or prior to the date that is 91 days after the Three-Year
Revolving Termination Date, provided that only the portion of Capital Stock
which so matures or is mandatorily redeemable, is so convertible or exchangeable
or is so redeemable at the option of the holder


                                       8
<PAGE>


thereof prior to such date will be deemed to be Disqualified Stock; provided,
further, that any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a Specified Change of Control or
Disposition shall not constitute Disqualified Stock if the terms of such Capital
Stock (and all such securities into which it is convertible or for which it is
ratable or exchangeable) provide that the Company may not repurchase or redeem
any such Capital Stock (and all such securities into which it is convertible or
for which it is ratable or exchangeable) pursuant to such provision prior to
compliance by the Company with the provisions of this Agreement.

                  "Dollar Equivalent": at any time as to any amount denominated
in a Foreign Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of Dollars with such Foreign Currency on the most recent Calculation
Date for such Foreign Currency.

                  "Dollars" and "$": dollars in lawful currency of the United
States.

                  "Domestic Subsidiary": any Subsidiary of the Company organized
under the laws of any jurisdiction within the United States.

                  "EDGAR System": the Electronic Data Gathering, Analysis and
Retrieval system owned and operated by the SEC or any replacement system.

                  "Environmental Laws": any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements
of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

                  "Eurocurrency Base Rate": with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars (or, in the case of a
Eurocurrency Loan that is a Foreign Currency Loan, the applicable Foreign
Currency) for a period equal to such Interest Period commencing on the first day
of such Interest Period appearing on Page 3750 (or on the Page for the
applicable Foreign Currency) of the Telerate screen as of 11:00 A.M., London
time, two Business Days prior to the beginning of such Interest Period. In the
event that such rate does not appear on Page 3750 (or on the Page for the
applicable Foreign Currency) of the Telerate screen (or otherwise on such
screen), the "Eurocurrency Base Rate" shall be determined by reference to such
other comparable publicly available service for displaying Eurocurrency rates as
may be selected by the Administrative Agent or, in the absence of such
availability, by reference to the rate at which the Administrative Agent is
offered Dollar deposits (or, in the case of a Eurocurrency Loan that is a
Foreign Currency Loan, deposits in the applicable Foreign Currency) at or about
11:00 A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurocurrency market where its eurocurrency and
foreign currency and exchange


                                       9
<PAGE>


operations are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein.

                  "Eurocurrency Loans": Loans the rate of interest applicable to
which is based upon the Eurocurrency Rate.

                  "Eurocurrency Rate": with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined
for such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):

                             Eurocurrency Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

                  "Eurocurrency Tranche": the collective reference to
Eurocurrency Loans in the same currency the then current Interest Periods with
respect to all of which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made on the same day).

                  "Event of Default": any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Excel Paralubes Partner Loan Agreement": the Partner Loan
Agreement dated as of May 22, 1995 among Conoco Inc., Atlas Processing Company,
Excel Paralubes and The First National Bank of Chicago, and any amendments
thereto permitted under Section 7.9.

                  "Excel Paralubes Sponsor Agreement": the Sponsor Agreement
dated as of May 22, 1995 among Atlas Processing Company, Excel Paralubes, Excel
Paralubes Funding Corporation and The First National Bank of Chicago, and any
amendments thereto permitted under Section 7.9.

                  "Exchange Act": the Securities Exchange Act of 1934, as
amended.

                  "Exchange Rate": on any day, with respect to any currency, the
rate at which such currency may be exchanged into any other currency, as set
forth at approximately 11:00 a.m., London time, on such date on the Reuters
World Currency Page for such currency. In the event that such rate does not
appear on any Reuters World Currency Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Administrative Agent and the Company, or, in
the absence of such agreement, such Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the Administrative Agent in
the market where its foreign currency exchange operations in respect of such
currency are then being conducted, at or about 10:00 a.m., local


                                       10
<PAGE>


time, on such date for the purchase of Dollars with the relevant currency for
delivery two Business Days later; provided that if at the time of any such
determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after consultation with the Company, may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

                  "Excluded Taxes": with respect to the Administrative Agent or
any Lender, (a) income or franchise taxes (including penalties and interest
payable in respect thereof) imposed on (or measured by) its net income by the
United States of America, or by the jurisdiction under the laws of which such
recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located and (b)
any branch profits taxes (including penalties and interest payable in respect
thereof) imposed by the United States of America under Section 884 of the Code
or any substantially similar tax imposed by any other jurisdiction in which the
Company or any Subsidiary Borrower is located.

                  "Existing Letters of Credit": as defined in Section 2.8(a).

                  "Existing Senior Indentures": the 1995 Indenture and the 1999
Indenture.

                  "Existing Senior Notes": the 9.40% Senior Notes Due 2002,
6.625% Senior Notes Due 2005, 6.75% Senior Notes Due 2009 and 7.375% Senior
Debentures Due 2029.

                  "Extensions of Credit": the collective reference to the
364-Day Revolving Extensions of Credit and the Three-Year Revolving Extensions
of Credit.

                  "Facility": each of (a) the 364-Day Revolving Commitments and
the extensions of credit made thereunder (the "364-Day Revolving Facility") and
(b) the Three-Year Revolving Commitments and the extensions of credit made
thereunder (the "Three-Year Revolving Facility").

                  "Facility Fee Rate": (a) 0.25% per annum, in the case of the
364-Day Revolving Facility, and (b) 0.50% per annum, in the case of the
Three-Year Revolving Facility; provided that, on and after the first Adjustment
Date occurring after the Closing Date, the Facility Fee Rate with respect to the
Three-Year Revolving Facility will be determined pursuant to the Pricing Grid.

                  "Federal Funds Effective Rate": for any day, 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 on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day of such transactions received by Chase from three
federal funds brokers of recognized standing selected by it.

                  "Fee Payment Date": the last day of each March, June,
September and December and the last day of the 364-Day Revolving Commitment
Period or the Three-Year Revolving Commitment Period, as the case may be.

                  "Foreign Currency": each of the lawful currencies of the
United Kingdom of Great Britain and Northern Ireland (British Pounds Sterling),
the European Union (the euro),


                                       11
<PAGE>


Canada (Canadian Dollar), Australia (Australian Dollar) and any other currency
approved by the relevant Foreign Currency Lenders.

                  "Foreign Currency Equivalent": at any time as to any amount
denominated in Dollars, the equivalent amount in the relevant Foreign Currency
or Currencies as determined by the Administrative Agent at such time on the
basis of the Exchange Rate for the purchase of such Foreign Currency or
Currencies with Dollars on the date of determination thereof.

                  "Foreign Currency Lender": with respect to a particular
Foreign Currency, each Three-Year Revolving Lender (or an Affiliate thereof)
which is designated as a "Foreign Currency Lender" on Schedule 1.1A.

                  "Foreign Currency Loans": as defined in Section 2.16.

                  "Foreign Currency Participants": with respect to each Foreign
Currency Loan, the collective reference to all the Three-Year Revolving Lenders.

                  "Foreign Currency Sublimit": at any time, the lesser of (a)
$75,000,000 and (b) the Total Three-Year Revolving Commitments then in effect.

                  "Foreign Subsidiary": any Subsidiary of the Company that is
not a Domestic Subsidiary.

                  "Funding Office": the office of the Administrative Agent
specified in Section 11.2 or such other office as may be specified from time to
time by the Administrative Agent as its funding office by written notice to the
Company and the Lenders.

                  "GAAP": generally accepted accounting principles in the United
States as in effect from time to time. In the event that any "Accounting Change"
(as defined below) shall occur and such change results in a change in the method
of calculation of financial covenants, standards or terms in this Agreement,
then the Company and the Administrative Agent agree to enter into negotiations
in order to amend such provisions of this Agreement so as to equitably reflect
such Accounting Changes with the desired result that the criteria for evaluating
the Company's financial condition shall be the same after such Accounting
Changes as if such Accounting Changes had not been made. Until such time as such
an amendment shall have been executed and delivered by the Company, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).


                                       12
<PAGE>


                  "Group Members": the collective reference to the Company and
its Restricted Subsidiaries.

                  "Guarantee and Collateral Agreement": the Guarantee and
Collateral Agreement to be executed and delivered by the Company and each
Subsidiary Guarantor, substantially in the form of Exhibit A-1.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Company in good faith.

                  "Hedge Agreements": all interest rate swaps, caps or collar
agreements or similar arrangements dealing with interest rates or currency
exchange rates or the exchange of nominal interest obligations, either generally
or under specific contingencies, and all commodity price protection agreements
and commodity price hedging agreements.

                  "Home Webpage": the Company's corporate home page on the World
Wide Web accessible through the Internet via the universal resource locator
identified as "http://www.pzlqs.com" or such other universal resource locator
that the Company shall designate in writing to the Administrative Agent as its
corporate home page on the World Wide Web.

                  "Immaterial Subsidiary": any Subsidiary of the Company which,
together with all other Subsidiaries which are Immaterial Subsidiaries pursuant
to this definition, (a) does not own assets with an aggregate value of greater
than 1% of the Consolidated Total Assets as of the end of the most recently
ended fiscal quarter of the Company, (b) does not generate aggregate revenues of
greater than 1% of Consolidated Total Revenues for the four fiscal quarters of
the


                                       13
<PAGE>


Company most recently ended, and (c) in which the Company and its Subsidiaries
have not made investments, together with investments for all other Immaterial
Subsidiaries, exceeding an amount equal to 1% of the Consolidated Total Assets
as of the end of the most recently ended fiscal quarter of the Company.

                  "Indebtedness": of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or
services (except accrued expenses or trade payables or payments due under supply
or service contracts entered into in the ordinary course of business of such
Person), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
preferred Capital Stock of such Person which is redeemable for cash at the
option of the holder of such preferred Capital Stock, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above, (i) all obligations of the kind referred to in
clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
obligation (excluding Limited Recourse Stock Pledges), and (j) for the purposes
of Sections 7.2 and 8(e) only, net obligations of such Person in respect of
Hedge Agreements (the amount of any such obligations to be equal at any time to
the termination value of such agreement or arrangement giving rise to such
obligation that would be payable by such Person at such time, to the extent
netting is permitted by such Hedge Agreements). The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor.

                  "Indemnified Taxes": Taxes other than Excluded Taxes.

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, technology, know-how and processes, and all rights to sue at
law or in equity for any infringement or other impairment thereof, including the
right to receive all proceeds and damages therefrom.


                                       14
<PAGE>


                  "Interest Payment Date": (a) as to any ABR Loan, the last day
of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency
Loan having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Eurocurrency Loan having an Interest Period
longer than three months, each day that is three months, or a whole multiple
thereof, after the first day of such Interest Period and the last day of such
Interest Period, and (d) as to any Eurocurrency Loan, the date of any repayment
or prepayment made in respect thereof.

                  "Interest Period": as to any Eurocurrency Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurocurrency Loan and ending seven days (but only, with
respect to the 364-Day Revolving Facility, if available to all Lenders under
such Facility) or one, two, three or six months thereafter, as selected by the
Company in its notice of borrowing or notice of conversion, as the case may be,
given with respect thereto; and (b) thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Eurocurrency
Loan and ending seven days (but only, with respect to the 364-Day Revolving
Facility, if available to all Lenders under such Facility) or one, two, three or
six months thereafter, as selected by the Company by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

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

                  (ii) the Company may not select an Interest Period for a
         particular Facility that would extend beyond the anticipated final
         maturity date of such Facility; and

                  (iii) 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 end on the last Business Day of a calendar month.

                  "Investments": as defined in Section 7.8.

                  "Issuing Lender": Chase, in its capacity as issuer of any
Letter of Credit, or any successor appointed pursuant to Section 2.8(c),
provided that, with respect to any Existing Letter of Credit, the term "Issuing
Lender" shall mean the issuer of such Existing Letter of Credit.

                  "Joint Venture": a partnership or joint venture that is not a
Subsidiary.

                  "Judgment Currency": as defined in Section 11.17.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit (including the Dollar Equivalent of Letters of Credit issued
in Foreign Currencies) and (b) the aggregate amount of drawings under Letters of
Credit (including the Dollar Equivalent of drawings in


                                       15
<PAGE>


Foreign Currencies which have not been converted to Dollars) that have not then
been reimbursed pursuant to Section 2.12.

                  "L/C Participants": the collective reference to all the
Three-Year Revolving Lenders other than the Issuing Lender.

                  "L/C Sublimit": at any time, the lesser of (a) $175,000,000
and (b) the Total Three-Year Revolving Commitments then in effect.

                  "Lender Affiliate": (a) any Affiliate of any Lender, (b) any
Person that is administered or managed by any Lender or any Affiliate of any
Lender and that is engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of
its business and (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.

                  "Lenders": as defined in the preamble to this Agreement;
provided, that unless the context otherwise requires, each reference herein to
the Lenders shall be deemed to include any Conduit Lender; provided, further,
that, for purposes of Sections 3.9, 3.10 and 3.11, all Foreign Currency Lenders
shall be deemed to be "Lenders".

                  "Letters of Credit": as defined in Section 2.8(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).

                  "Limited Recourse Obligations": (a) obligation of the Company
or any Restricted Subsidiary to any Joint Venture under take-or-pay or
put-or-pay contracts; (b) Limited Recourse Stock Pledges; (c) the extension by
the Company or any Restricted Subsidiary of insurance coverage to any Joint
Venture; (d) the obligation of Atlas Processing Company (or a successor thereof)
to purchase subordinated notes pursuant to the Excel Paralubes Partner Loan
Agreement; and (e) the obligations of Atlas Processing Company (or a successor
thereof) under the Excel Paralubes Sponsor Agreement to maintain expense
reserves, make capital contributions to cover uninsured property losses and to
deposit funds in the debt service reserve account.

                  "Limited Recourse Stock Pledge": the pledge, without recourse
to the Company or any Restricted Subsidiary, of Capital Stock in any Joint
Venture or any Unrestricted Subsidiary to secure Non-Recourse Obligations of
such Joint Venture or Unrestricted Subsidiary.

                  "Loan": any loan made by any 364-Day Revolving Lender,
Three-Year Revolving Lender, Swingline Lender or Foreign Currency Lender
pursuant to this Agreement.

                  "Loan Documents": this Agreement, the Security Documents and
the Notes.

                  "Loan Parties": each Group Member that is a party to a Loan
Document.


                                       16
<PAGE>


                  "London Agent": Chase Manhattan International Limited.

                  "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Total
364-Day Revolving Extensions of Credit or Total Three-Year Revolving Extensions
of Credit, as the case may be, outstanding under such Facility (or, prior to any
termination of the 364-Day Revolving Commitments or the Three-Year Revolving
Commitments, as the case may be, the holders of more than 50% of the Total
364-Day Revolving Commitments or the Total Three-Year Revolving Commitments, as
the case may be).

                  "Material Adverse Effect": a material adverse effect on (a)
the business, property, operations or condition (financial or otherwise) of the
Company and its Restricted Subsidiaries taken as a whole (other than any effects
which result solely from an event, development or circumstance that affects the
lubricants or automotive consumer products industries as a whole) or (b) the
validity or enforceability of this Agreement or any of the other Loan Documents
or the rights or remedies of the Administrative Agent, the Issuing Lender or the
Lenders hereunder or thereunder.

                  "Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation.

                  "Material Subsidiary": (a) any Restricted Subsidiary that
(after intercompany eliminations of investments in Subsidiaries, affiliated
accounts receivable and intercompany sales) accounts, on a consolidated basis,
for more than 5% of the Consolidated Total Assets as of the end of the most
recently ended fiscal quarter of the Company, or more than 5% of Consolidated
Total Revenues for the four fiscal quarters of the Company most recently ended,
and (b) any other Restricted Subsidiary designated by the Company as a Material
Subsidiary pursuant to an officers' certificate delivered to the Administrative
Agent for such purpose; provided, however, that, without prejudice to Section
6.9(d), in no event shall Atlas Processing Company or any Receivables Entity be
a Material Subsidiary.

                  "Multiemployer Plan": a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds": in connection with any Disposition, the
proceeds thereof in the form of cash and Cash Equivalents (including any such
proceeds received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or otherwise, but
only as and when received) of such Disposition, net of:

         (a)      all legal, accounting, investment banking, title and recording
                  tax expenses, commissions and other fees and expenses
                  incurred, and all Federal, state, provincial, foreign and
                  local taxes required to be paid or accrued as a liability
                  under GAAP as a consequence of such Disposition;

         (b)      all payments made on any Indebtedness which is secured by a
                  Lien on any assets subject to such Disposition, to the extent
                  required by the terms of such Lien;


                                       17
<PAGE>


         (c)      all distributions and other payments required to be made to
                  minority interest holders in Subsidiaries as a result of such
                  Disposition;

         (d)      the deduction of appropriate amounts to be held by the seller
                  as a reserve, in accordance with GAAP, against any liabilities
                  associated with the assets disposed of in such Disposition and
                  retained by the Company or any Restricted Subsidiary after
                  such Disposition (such amounts shall be Net Cash Proceeds to
                  the extent and at the time such amounts are no longer held as
                  a reserve); and

         (e)      all payments made with respect to liabilities directly
                  associated with the assets which are the subject of such
                  Disposition, including, without limitation, trade payables and
                  other accrued liabilities.

                  "New Senior Note Indenture": the Indenture entered into by the
Company and certain of its Subsidiaries in connection with the issuance of the
New Senior Notes, together with all instruments and other agreements entered
into by the Company or such Subsidiaries in connection therewith.

                  "New Senior Notes": the 10% senior notes of the Company due
2008 issued on the Closing Date pursuant to the New Senior Note Indenture.

                  "9.40% Senior Notes Due 2002": the 9.40% (formerly 8.65%)
senior notes of the Company due 2002.

                  "1995 Indenture": the Indenture dated as of October 23, 1995
entered into by the Company pursuant to which the 6.625% Senior Notes Due 2005
were issued, together with all instruments and other agreements entered into by
the Company in connection therewith.

                  "1999 Indenture": the Indenture dated as of February 1, 1999
entered into by the Company pursuant to which the 7.375% Senior Debentures Due
2029, the 6.75% Senior Notes Due 2009 and the 9.40% Senior Notes Due 2002 were
issued, together with all instruments and other agreements entered into by the
Company in connection therewith.

                  "Nonconsenting Lender": as defined in Section 3.13.

                  "Non-Recourse Obligations": Indebtedness, Guarantee
Obligations and other obligations of any type (a) as to which neither the
Company nor any Restricted Subsidiary (i) is obligated to provide credit support
in any form or (ii) is directly or indirectly liable, (b) no default with
respect to which (including any rights which the holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any Indebtedness or Guarantee
Obligation of the Company or any Restricted Subsidiary to declare a default on
such Indebtedness or Guarantee Obligation of the Company or any Restricted
Subsidiary or cause the payment of any such Indebtedness to be accelerated or
payable prior to its stated maturity or cause any such Guarantee Obligation to
become payable and (c) the explicit terms of which provide there is no recourse
against any of the assets of the Company or its Restricted Subsidiaries.

                  "Non-U.S. Lender": as defined in Section 3.10.


                                       18
<PAGE>


                  "Notes": the collective reference to any promissory note
evidencing Loans.

                  "Obligations": the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Company or any Subsidiary Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Company and the
Subsidiary Borrowers to the Administrative Agent or to any Lender or Foreign
Currency Lender (or, in the case of Specified Hedge Agreements, any affiliate of
any Lender), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other Loan Document, the Letters
of Credit, any Specified Hedge Agreement or any other document made, delivered
or given in connection herewith or therewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses
(including all fees, charges and disbursements of counsel to the Administrative
Agent or to any Lender that are required to be paid by the Company or any
Subsidiary Borrower pursuant hereto) or otherwise.

                  "Ohio Loan": the Loan Agreement, dated as of September 29,
2000, between the Director of Development of the State of Ohio and Blue Coral,
Inc.

                  "Other Taxes": any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

                  "Participant": as defined in Section 11.6(b).

                  "Participating Lender": as defined in Section 2.3(b).

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Percentage": as to any Lender at any time, the percentage
which such Lender's Revolving Commitment then constitutes of the Total Revolving
Commitments or, at any time after the Revolving Commitments shall have expired
or terminated, the percentage which the aggregate principal amount of such
Lender's Extensions of Credit then outstanding constitutes of the aggregate
amount of the Extensions of Credit then outstanding.

                  "Permitted Acquisition": any acquisition (in a single
transaction or a series of related transactions) of all of the outstanding
Capital Stock of any other Person or all or substantially all of the assets of
any other Person or constituting a business unit of any other Person.

                  "Permitted Non-Recourse Indebtedness": Indebtedness of the
Company or any Restricted Subsidiary incurred in connection with the acquisition
or construction by the Company or such Restricted Subsidiary of any property
with respect to which:


                                       19
<PAGE>


                  (a) the holders of such Indebtedness agree that they will look
         solely to the property so acquired or constructed and securing such
         Indebtedness, and neither the Company nor any Restricted Subsidiary (i)
         provides direct or indirect credit support, including any undertaking,
         agreement or instrument that would constitute Indebtedness (other than
         the grant of a Lien on such acquired or constructed property) or (ii)
         is directly or indirectly liable for such Indebtedness; and

                  (b) no default with respect to such Indebtedness would cause,
         or permit (after notice or passage of time or otherwise), according to
         the terms thereof, any holder (or any representative of any such
         holder) of any other Indebtedness of the Company or a Restricted
         Subsidiary to declare a default on such other Indebtedness or cause the
         payment, repurchase, redemption, defeasance or other acquisition or
         retirement for value thereof to be accelerated or payable prior to any
         scheduled principal payment, scheduled sinking fund or maturity.

                  "Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

                  "Plan": at a particular time, any employee benefit plan that
is covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "PLCAC Agreement": the Second Amended and Restated Lube Center
Receivable Purchase and Sale Agreement dated as of June 22, 2000 among Pennzoil
Lube Center Acceptance Corporation, as Seller, Corporate Receivables Corporation
and Liberty Street Funding Corp., as Investors, Citicorp North America, Inc., as
Investor Agent, and The Bank of Nova Scotia, and Liberty Agent, as amended by
the First Amendment thereto dated as of March 13, 2001 and the Second Amendment
thereto dated as of June 14, 2001.

                  "Pricing Grid": the pricing grid attached as Annex A to this
Agreement.

                  "Pro Forma Balance Sheet": as defined in Section 4.1(a).

                  "Projections": as defined in Section 6.2(c).

                  "Purchase Money Note": a promissory note of a Receivables
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Restricted Subsidiary in connection with a Qualified Receivables
Transaction to a Receivables Entity, which note is repayable from cash available
to the Receivables Entity, other than amounts required to be established as
reserves pursuant to agreements, amounts paid to investors in respect of
interest, principal and other amounts owing to such investors and amounts owing
to such investors and amounts paid in connection with the purchase of newly
generated accounts receivable.

                  "Qualified Receivables Transaction": any transaction or series
of transactions that may be entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries
may sell, convey or otherwise transfer to (a) a Receivables Entity (in the case
of a transfer by the Company or any of its Restricted


                                       20
<PAGE>


Subsidiaries) or (b) any other Person (in the case of a transfer by a
Receivables Entity), or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of the Company or any
of its Restricted Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, the proceeds of such receivables and other assets which are
customarily transferred, or in respect of which security interests are
customarily granted, in connection with asset securitization involving accounts
receivable.

                  "Receivables Entity": a Wholly Owned Subsidiary of the Company
(or another Person in which the Company or any Restricted Subsidiary makes an
Investment pursuant to Section 7.8(i) and to which the Company or any Restricted
Subsidiary transfers accounts receivable and related assets pursuant to a
Qualified Receivables Transaction) which engages in no activities other than in
connection with the financing of accounts receivable and which is designated by
the board of directors of the Company (as provided below) as a Receivables
Entity:

                  (a) no portion of the Indebtedness or any other obligations
         (contingent or otherwise) of which:

                           (i) is guaranteed by the Company or any Restricted
                  Subsidiary (excluding guarantees of obligations (other than
                  the principal of, and interest on, Indebtedness) pursuant to
                  Standard Securitization Undertakings);

                           (ii) is recourse to or obligates the Company or any
                  Restricted Subsidiary in any way other than pursuant to
                  Standard Securitization Undertakings; or

                           (iii) subjects any property or asset of the Company
                  or any Restricted Subsidiary, directly or indirectly,
                  contingently or otherwise, to the satisfaction thereof, other
                  than pursuant to Standard Securitization Undertakings;

                  (b) with which neither the Company nor any Restricted
         Subsidiary has any material contact, agreement, arrangement or
         understanding (except in connection with a Purchase Money Note or
         Qualified Receivables Transaction) other than on terms no less
         favorable to the Company or such Restricted Subsidiary than those that
         might be obtained at the time from Persons that are not Affiliates of
         the Company, other than fees payable in the ordinary course of business
         in connection with servicing accounts receivable; and

                  (c) to which neither the Company nor any Restricted Subsidiary
         has any obligation to maintain or preserve such entity's financial
         condition or cause such entity to achieve certain levels of operating
         results (except pursuant to Standard Securitization Undertakings).

Any such designation by the board of directors of the Company shall be evidenced
to the Administrative Agent by filing with the Administrative Agent a certified
copy of the resolution of the board of directors of the Company giving effect to
such designation and a certificate from a Responsible Officer of the Company
certifying that such designation complied with the foregoing conditions.


                                       21
<PAGE>


                  "Redesignation": any designation of a Restricted Subsidiary as
an Unrestricted Subsidiary in accordance with the last sentence of the
definition of "Unrestricted Subsidiary"; and any designation of an Unrestricted
Subsidiary as a Restricted Subsidiary in accordance with the last sentence of
the definition of "Restricted Subsidiary".

                  "Refunded Swingline Loans": as defined in Section 2.5.

                  "Register": as defined in Section 11.6(d).

                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Company to
reimburse the Issuing Lender pursuant to Section 2.12 for amounts drawn under
Letters of Credit.

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member
in connection therewith that are not applied to reduce the Revolving Commitments
pursuant to Section 2.7(b) as a result of the delivery of a Reinvestment Notice.

                  "Reinvestment Event": any Disposition pursuant to Section
7.5(f) in respect of which the Company has delivered a Reinvestment Notice.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that the Company (directly or indirectly through a Restricted
Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of a Disposition pursuant to Section 7.5(f) to acquire assets in
accordance with Section 7.5(f).

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire
assets in accordance with Section 7.5(f).

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring six months after such
Reinvestment Event and (b) the date on which the Company shall have determined
not to, or shall have otherwise ceased to, acquire assets in accordance with
Section 7.5(f) with all or any portion of the relevant Reinvestment Deferred
Amount.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. Section 4043.

                  "Required Lenders": at any time, the holders of more than 50%
of the sum of (a) the Total 364-Day Revolving Commitments then in effect or, if
the Total 364-Day Revolving Commitments have been terminated, the Total 364-Day
Revolving Extensions of Credit then outstanding and (b) the Total Three-Year
Revolving Commitments then in effect or, if the Total


                                       22
<PAGE>


Three-Year Revolving Commitments have been terminated, the Total Three-Year
Revolving Extensions of Credit then outstanding.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

                  "Reset Date": as defined in Section 3.14(a).

                  "Responsible Officer": the chief executive officer, president,
chief financial officer, treasurer or controller of the Company or a Subsidiary
Borrower, as applicable, but in any event, with respect to financial matters,
the chief financial officer, treasurer or controller of the Company or a
Subsidiary Borrower, as applicable, provided that (i) for purposes of Section
6.7, "Responsible Officer" shall include any vice president of the Company or
any Subsidiary Borrower who is responsible for compliance with the terms of this
Agreement and (ii) for purposes of Sections 2.3(a), 2.5(a) and 2.17(a),
"Responsible Officer" shall include any assistant treasurer, director of
treasury operations or cash manager of the Company or any Subsidiary Borrower.

                  "Restricted Payments": as defined in Section 7.6.

                  "Restricted Subsidiary": any Subsidiary of the Company other
than an Unrestricted Subsidiary. Subject to the right to redesignate certain
Restricted Subsidiaries as Unrestricted Subsidiaries in accordance with the
definition of "Unrestricted Subsidiary", the Restricted Subsidiaries of the
Company as of the Closing Date are designated as Restricted Subsidiaries on
Schedule 4.15. Notwithstanding the foregoing, any Subsidiary of the Company
which guarantees the New Senior Notes or the Existing Senior Notes shall be a
Restricted Subsidiary. Any Subsidiary designated as an Unrestricted Subsidiary
may be redesignated as a Restricted Subsidiary, pursuant to an officers'
certificate delivered by the Company to the Administrative Agent for such
purposes, as long as, after giving effect thereto, no Default or Event of
Default has occurred and is continuing and the Company would be in pro forma
compliance with the covenants set forth in Section 7.1 and 7.8 as of the end of
the most recent fiscal quarter for which financial statements have been
delivered pursuant to Section 6.1 after giving effect thereto.

                  "Revolving Commitments": as to any Lender, its 364-Day
Revolving Commitment and Three-Year Revolving Commitment.

                  "Revolving Extensions of Credit": as to any Lender, its
364-Day Revolving Extensions of Credit and Three-Year Revolving Extensions of
Credit.

                  "Revolving Lender": each Lender that has a Revolving
Commitment or that holds Revolving Loans.

                  "Revolving Loans": a 364-Day Revolving Loan or a Three-Year
Revolving Loan, as the case may be.


                                       23
<PAGE>


                  "Sale-Leaseback Transaction": any arrangement with any Person
providing for the leasing by any Group Member of real or personal property that
has been or is to be sold or transferred by such Group Member to such Person (or
an Affiliate of such Person) or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such property or rental
obligations of such Group Member.

                  "SEC": the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

                  "Security Documents": the collective reference to the
Collateral Agreements, the Collateral Sharing Agreement and all other security
documents hereafter delivered to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

                  "7.375% Senior Debentures Due 2029": the 7.375% senior
debentures of the Company due 2029.

                  "Shared Collateral": as defined in the Shared Collateral
Agreement.

                  "Shared Collateral Agreement": the Guarantee and Shared
Collateral Agreement to be executed and delivered by the Company and each
Subsidiary Guarantor which is a party thereto, substantially in the form of
Exhibit A-2.

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but that is not a Multiemployer Plan.

                  "6.625% Senior Notes Due 2005": the 6.625% senior notes of the
Company due 2005.

                  "6.75% Senior Notes Due 2009": the 6.75% senior notes of the
Company due 2009.

                  "Slick 50 Companies": as defined in Section 7.5(g).

                  "Solvent": when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount of
all "liabilities of such Person, contingent or otherwise", as of such date, as
such quoted terms are determined in accordance with applicable Federal and state
laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is


                                       24
<PAGE>


reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

                  "Specified Change of Control": a "Change of Control" (or any
other defined term having a similar purpose) as defined in the New Senior Note
Indenture or the Existing Senior Indentures.

                  "Specified Hedge Agreement": any Hedge Agreement entered into
by the Company and any Lender or Lender Affiliate.

                  "Standard Securitization Undertakings": representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary which are reasonably customary in securitization of
accounts receivables transactions (it being understood that in no event shall
Standard Securitization Undertakings include any Guarantee Obligations in
respect of principal or interest on the financing for any Qualified Receivables
Transaction).

                  "Subsidiary": as to any Person, any corporation, association,
partnership, joint venture, limited liability company or other business entity
of which more than 50% of the total voting power of shares of Capital Stock or
other interests (including partnership and joint venture interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of the Company.

                  "Subsidiary Borrower": at any time, any Restricted Subsidiary
of the Company designated as a Subsidiary Borrower by the Company pursuant to
Section 3.15 that has not ceased to be a Subsidiary Borrower pursuant to such
Section or Section 8.

                  "Subsidiary Borrower Obligations": the unpaid principal of and
interest on the Foreign Currency Loans and all other obligations and liabilities
of the Subsidiary Borrowers to the Agents, the Lenders and the Foreign Currency
Lenders (including, without limitation, interest accruing at the then applicable
rate provided in this Agreement after the maturity of the Foreign Currency Loans
and interest accruing at the then applicable rate provided in this Agreement
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the relevant
Subsidiary Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, the other Loan
Documents, or any other document made, delivered or given in connection herewith
or therewith, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to any
Agent or any Lender that are required to be paid by the Subsidiary Borrowers
pursuant to the terms of this Agreement of any other Loan Document).

                  "Subsidiary Guarantor": each Restricted Subsidiary of the
Company which is a party to the Guarantee and Collateral Agreement and the
Shared Collateral Agreement (and shall not include any Foreign Subsidiaries).


                                       25
<PAGE>


                  "Swingline Commitment": the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 2.4 in an aggregate principal amount
at any one time outstanding not to exceed $10,000,000.

                  "Swingline Lender": Chase, in its capacity as the lender of
Swingline Loans.

                  "Swingline Loans": as defined in Section 2.4.

                  "Swingline Participation Amount": as defined in Section 2.5.

                  "Swingline Refunding Date": as defined in Section 2.5.

                  "Syndication Agent": as defined in the preamble to this
Agreement.

                  "Synthetic Purchase Agreement": any agreement pursuant to
which any Group Member is or may become obligated to make (a) any payment
(except as otherwise permitted by Section 7.6 or 7.9) in connection with the
purchase by any third party from a Person other than a Group Member of any
Capital Stock of any Group Member or any Indebtedness referred to in Section 7.9
or (b) any payment (except as otherwise expressly permitted by Section 7.6 or
7.9) the amount of which is determined by reference to the price or value at any
time of any such Capital Stock or Indebtedness; provided, that no stock
compensation or similar plan providing for payments only to current or former
directors, officers or employees of any Group Member (or to their heirs or
estates) shall be deemed to be a Synthetic Purchase Agreement.

                  "Taxes": any present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.

                  "364-Day Revolving Commitment": as to any Lender, the
obligation of such Lender, if any, to make 364-Day Revolving Loans in an
aggregate principal amount not to exceed the amount set forth under the heading
"364-Day Revolving Commitment" opposite such Lender's name on Schedule 1.1A or
in the Assignment and Acceptance pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original amount of the 364-Day Revolving Commitments is $23,000,000.

                  "364-Day Revolving Commitment Period": the period from and
including the Closing Date to the 364-Day Revolving Termination Date.

                  "364-Day Revolving Extensions of Credit": as to any 364-Day
Revolving Lender at any time, an amount equal to the aggregate principal amount
of all 364-Day Revolving Loans held by such Lender then outstanding.

                  "364-Day Revolving Lender": each Lender that has a 364-Day
Revolving Commitment or that holds 364-Day Revolving Loans.

                  "364-Day Revolving Loans": as defined in Section 2.1(a).

                  "364-Day Revolving Percentage": as to any 364-Day Revolving
Lender at any time, the percentage which such Lender's 364-Day Revolving
Commitment then constitutes of the Total 364-Day Revolving


                                       26
<PAGE>


Commitments or, at any time after the 364-Day Revolving Commitments shall have
expired or terminated, the percentage which the aggregate amount of such
Lender's 364-Day Revolving Extensions of Credit then outstanding constitutes of
the Total 364-Day Revolving Extensions of Credit then outstanding.

                  "364-Day Revolving Termination Date": November 1, 2002.

                  "Three-Year Revolving Commitment": as to any Lender, the
obligation of such Lender, if any, to make Three-Year Revolving Loans and
participate in Swingline Loans, Letters of Credit and Foreign Currency Loans in
an aggregate principal and/or face amount not to exceed the amount set forth
under the heading "Three-Year Revolving Commitment" opposite such Lender's name
on Schedule 1.1A or in the Assignment and Acceptance pursuant to which such
Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof. The original amount of the Three-Year Revolving
Commitments is $325,000,000.

                  "Three-Year Revolving Commitment Period": the period from and
including the Closing Date to the Three-Year Revolving Termination Date.

                  "Three-Year Revolving Extensions of Credit": as to any
Three-Year Revolving Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Three-Year Revolving Loans held by such Lender
then outstanding, (b) such Lender's Three-Year Revolving Percentage of the L/C
Obligations then outstanding, (c) such Lender's Three-Year Revolving Percentage
of the aggregate principal amount of Swingline Loans then outstanding and (d)
such Lender's Three-Year Revolving Percentage of the Dollar Equivalent of the
aggregate principal amount of Foreign Currency Loans then outstanding.

                  "Three-Year Revolving Lender": each Lender that has a
Three-Year Revolving Commitment or that holds Three-Year Revolving Extensions of
Credit.

                  "Three-Year Revolving Loans": as defined in Section 2.2(a).

                  "Three-Year Revolving Percentage": as to any Three-Year
Revolving Lender at any time, the percentage which such Lender's Three-Year
Revolving Commitment then constitutes of the Total Three-Year Revolving
Commitments or, at any time after the Three-Year Revolving Commitments shall
have expired or terminated, the percentage which the aggregate principal amount
of such Lender's Three-Year Revolving Extensions of Credit then outstanding
constitutes of the Total Three-Year Revolving Extensions of Credit then
outstanding.

                  "Three-Year Revolving Termination Date": November 2, 2004.

                  "Total Revolving Commitments": the Total 364-Day Revolving
Commitments and the Total Three-Year Revolving Commitments.

                  "Total 364-Day Revolving Commitments": at any time, the
aggregate amount of the 364-Day Revolving Commitments then in effect.

                  "Total 364-Day Revolving Extensions of Credit": at any time,
the aggregate amount of the 364-Day Revolving Extensions of Credit outstanding
at such time.


                                       27
<PAGE>


                  "Total Three-Year Revolving Commitments": at any time, the
aggregate amount of the Three-Year Revolving Commitments then in effect.

                  "Total Three-Year Revolving Extensions of Credit": at any
time, the aggregate amount of the Three-Year Revolving Extensions of Credit
outstanding at such time.

                  "Transferee": any Assignee or Participant.

                  "Type": as to any Loan, its nature as an ABR Loan or a
Eurocurrency Loan.

                  "United States": the United States of America.

                  "Unrestricted Subsidiary": any Subsidiary of the Company that
is designated as an Unrestricted Subsidiary on Schedule 4.15 and any other
Subsidiary of the Company that becomes a Subsidiary of the Company after the
date hereof which at the time it becomes a Subsidiary is designated as an
Unrestricted Subsidiary pursuant to a written notice from the Company to the
Administrative Agent, in each case (a) which from and after the Closing Date has
not acquired any assets from the Company or any Restricted Subsidiary in
violation of this Agreement, (b) which has no Indebtedness, Guarantee
Obligations or other obligations other than Non-Recourse Obligations and (c)
which has not guaranteed the New Senior Notes, the Existing Senior Notes or any
other Indebtedness of the Company or any of its Restricted Subsidiaries. Any
Subsidiary designated as a Restricted Subsidiary may be redesignated as an
Unrestricted Subsidiary, pursuant to an officers' certificate delivered by the
Company to the Administrative Agent for such purposes, as long as, after giving
effect thereto, no Default or Event of Default has occurred and is continuing
and the Company would be in pro forma compliance with the covenants set forth in
Section 7.1 and 7.8 as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 6.1 after giving
effect thereto.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Company.

                  1.2 Other Definitional Provisions.

                  (a) Unless otherwise specified therein, all terms defined in
this Agreement shall have the defined meanings when used in the other Loan
Documents or any certificate or other document made or delivered pursuant hereto
or thereto.

                  (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to


                                       28
<PAGE>


have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, Capital Stock, securities,
revenues, accounts, leasehold interests and contract rights, and (v) references
to agreements or other Contractual Obligations shall, unless otherwise
specified, be deemed to refer to such agreements or Contractual Obligations as
amended, supplemented, restated or otherwise modified from time to time.

                  (c) If there is a Redesignation of any Subsidiary of the
Company during any period, Consolidated Interest Expense, Consolidated Net
Income, Consolidated Senior Secured Debt and Consolidated Total Debt shall be
calculated after giving pro forma effect thereto as if such Redesignation
occurred on the first day of such period.

                  (d) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (e) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 364-Day Revolving Commitments. (a) Subject to the terms
and conditions hereof, each 364-Day Revolving Lender severally agrees to make
revolving credit loans denominated in Dollars ("364-Day Revolving Loans") to the
Company from time to time during the 364-Day Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which does not exceed the
amount of such Lender's 364-Day Revolving Commitment. During the 364-Day
Revolving Commitment Period, the Company may use the 364-Day Revolving
Commitments by borrowing, prepaying and reborrowing the 364-Day Revolving Loans
in whole or in part, all in accordance with the terms and conditions hereof. The
364-Day Revolving Loans may from time to time be Eurocurrency Loans or ABR
Loans, as determined by the Company and notified to the Administrative Agent in
accordance with Sections 2.3 and 3.3.

                  (b) The Company shall repay all outstanding 364-Day Revolving
Loans on the 364-Day Revolving Termination Date.

                  2.2 Three-Year Revolving Commitments. (a) Subject to the terms
and conditions hereof, each Three-Year Revolving Lender severally agrees to make
revolving credit loans denominated in Dollars ("Three-Year Revolving Loans") to
the Company from time to time during the Three-Year Revolving Commitment Period
in an aggregate principal amount at any one time outstanding which, when added
to the amount equal to such Lender's Three-Year Revolving Percentage of the sum
of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount
of the Swingline Loans then outstanding and (iii) the Dollar Equivalent of the
aggregate principal amount of the Foreign Currency Loans then outstanding, does
not exceed the amount of such Lender's Three-Year Revolving Commitment. During
the Three-Year Revolving Commitment Period, the Company may use the Three-Year
Revolving Commitments by borrowing, prepaying and reborrowing the Three-Year
Revolving Loans in whole or in part, all in accordance with the terms and
conditions hereof. The Three-Year Revolving Loans may


                                       29
<PAGE>


from time to time be Eurocurrency Loans or ABR Loans, as determined by the
Company and notified to the Administrative Agent in accordance with Sections 2.3
and 3.3.

                  (b) The Company shall repay all outstanding Three-Year
Revolving Loans on the Three-Year Termination Date.

                  2.3 Procedure for Revolving Loan Borrowing; Participations;
Evidence of Debt. (a) The Company may borrow under the 364-Day Revolving
Commitments and the Three-Year Revolving Commitments during the 364-Day
Revolving Commitment Period and the Three-Year Revolving Commitment Period,
respectively, on any Business Day, provided that a Responsible Officer of the
Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 12:00 Noon, New York City
time, (a) three Business Days prior to the requested Borrowing Date, in the case
of Eurocurrency Loans, or (b) on the requested Borrowing Date, in the case of
ABR Loans), specifying (i) the amount and Type of Revolving Loans to be
borrowed, (ii) whether the Revolving Loans to be borrowed are 364-Day Revolving
Loans or Three-Year Revolving Loans, (iii) the requested Borrowing Date and (iv)
in the case of Eurocurrency Loans, the respective amounts of each such Type of
Loan and the respective lengths of the initial Interest Period therefor. Each
borrowing under the Revolving Commitments shall be in an amount equal to (x) in
the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, if the then aggregate Available 364-Day Revolving Commitments or
Available Three-Year Revolving Commitments, as the case may be, are less than
$5,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans,
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then
aggregate Available 364-Day Revolving Commitments or Available Three-Year
Revolving Commitments, as the case may be, are less than $10,000,000, but
greater than $5,000,000, such lesser amount which is $5,000,000 or a whole
multiple of $1,000,000 in excess thereof); provided, that the Swingline Lender
may request, on behalf of the Company, borrowings under the Three-Year Revolving
Commitments that are ABR Loans in other amounts pursuant to Section 2.5. Upon
receipt of any such notice from the Company, the Administrative Agent shall
promptly notify each affected Revolving Lender thereof. Each relevant Revolving
Lender will make the amount of its pro rata share of each borrowing available to
the Administrative Agent for the account of the Company at the Funding Office
prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the
Company in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Company by the Administrative Agent
crediting the account of the Company on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
relevant Revolving Lenders and in like funds as received by the Administrative
Agent.

                  (b) If, at any time prior to the 364-Day Revolving Termination
Date and the payment in full of all 364-Day Revolving Loans on such date, the
Revolving Commitments shall have terminated and the Loans shall have become due
and payable pursuant to Section 8, (i) each 364-Day Revolving Lender shall
purchase for cash an undivided participating interest in the Total Three-Year
Revolving Extensions of Credit at such time equal to its Aggregate Exposure
Percentage (taking into account any Three-Year Revolving Extensions of Credit
made by such 364-Day Revolving Lender at such time) of such Total Three-Year
Revolving Extensions of Credit, (ii) each Three-Year Revolving Lender shall
purchase for cash an undivided participating interest in the Total 364-Day
Revolving Extensions of Credit at such time equal to its Aggregate Exposure
Percentage (taking into account any 364-Day Revolving Loans held by such Three-


                                       30
<PAGE>


Year Revolving Lender at such time) of such Total 364-Day Revolving Extensions
of Credit and (iii) all amounts owing in Foreign Currencies shall be converted
into an amount denominated in Dollars at the applicable Exchange Rate on the
date of such conversion in accordance with the terms hereof (and shall
thereafter be denominated in Dollars for purposes of this Agreement). The
obligation to purchase such participating interests shall be irrevocable and
unconditional under any and all circumstances. Each Lender shall pay the
purchase price of its undivided participating interests (as determined by the
Administrative Agent) by wire transfer of immediately available funds to the
Administrative Agent (and the Administrative Agent shall promptly distribute
such funds to the relevant Lenders). If any amount required to be paid by any
Lender pursuant to this Section 2.3(b) is paid to the Administrative Agent
within three Business Days after the date such payment is due (as determined by
the Administrative Agent), such Lender shall pay to the Administrative Agent,
for the account of the relevant Lenders, on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal Funds Effective
Rate during the period from and including the date such payment is required to
the date on which such payment is immediately available to the Administrative
Agent, times (iii) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360. If any such
amount required to be paid by any Lender pursuant to this Section 2.3(b) is not
made available to the Administrative Agent by such Lender within three Business
Days after the date such payment is due (as determined by the Administrative
Agent), the relevant Lenders shall be entitled to recover from such Lender, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Three-Year Revolving Loans which are ABR Loans. A
certificate of the Administrative Agent submitted to any such Lender with
respect to any amounts owing under this Section 2.3(b) shall be conclusive in
the absence of manifest error. Whenever, at any time after the relevant Lenders
have received from any other Lender (a "Participating Lender") its purchase
price in respect of its participating interest in accordance with this Section
2.3(b), such Lenders receive any payment related to the relevant Extensions of
Credit (whether directly from the Company or otherwise, including proceeds of
collateral), or any payment of interest on account thereof, such Lenders will
distribute to such Participating Lender its pro rata share thereof; provided,
however, that in the event that any such payment received by such Lenders shall
be required to be returned by such Lenders, the Participating Lender shall
return to such Lenders the portion thereof previously distributed by such
Lenders to it.

                  (c) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Company or
any Subsidiary Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such
Lender from time to time hereunder.

                  (d) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Company or the
relevant Subsidiary Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender's share thereof.

                  (e) The entries made in the accounts maintained pursuant to
paragraph (c) or (d) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain


                                       31
<PAGE>


such accounts or any error therein shall not in any manner affect the obligation
of the Company or any Subsidiary Borrower to repay any Loans in accordance with
the terms of this Agreement.

                  2.4 Swingline Commitment. (a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of the credit
otherwise available to the Company under the Three-Year Revolving Commitments
from time to time during the Three-Year Revolving Commitment Period by making
swing line loans in Dollars ("Swingline Loans") to the Company; provided that
(i) the aggregate principal amount of Swingline Loans outstanding at any time
shall not exceed the Swingline Commitment then in effect (notwithstanding that
the Swingline Loans outstanding at any time, when aggregated with the Swingline
Lender's other outstanding Three-Year Revolving Loans, may exceed the Swingline
Commitment then in effect) and (ii) the Company shall not request, and the
Swingline Lender shall not make, any Swingline Loan if, after giving effect to
the making of such Swingline Loan, the aggregate amount of the Available
Three-Year Revolving Commitments would be less than zero. During the Commitment
Period, the Company may use the Swingline Commitment by borrowing, repaying and
reborrowing Swingline Loans, all in accordance with the terms and conditions
hereof. Except as otherwise agreed by the Swingline Lender and the Company,
Swingline Loans shall be ABR Loans only.

                  (b) The Company shall repay all outstanding Swingline Loans on
the Three-Year Revolving Termination Date.

                  2.5 Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) Whenever the Company desires that the Swingline Lender make Swingline
Loans, a Responsible Officer of the Company shall give the Swingline Lender
irrevocable telephonic notice confirmed promptly in writing (which telephonic
notice must be received by the Swingline Lender not later than 1:00 P.M., New
York City time, on the proposed Borrowing Date), specifying (i) the amount to be
borrowed and (ii) the requested Borrowing Date (which shall be a Business Day
during the Three-Year Revolving Commitment Period). Each borrowing under the
Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple
of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on
the Borrowing Date specified in a notice in respect of Swingline Loans, the
Swingline Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the amount of the
Swingline Loan to be made by the Swingline Lender. The Administrative Agent
shall make the proceeds of such Swingline Loan available to the Company on such
Borrowing Date by depositing such proceeds in the account of the Company with
the Administrative Agent on such Borrowing Date in immediately available funds.

                  (b) The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the Company (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one Business
Day's notice given by the Swingline Lender no later than 12:00 Noon, New York
City time, request each Three-Year Revolving Lender to make, and each Three-Year
Revolving Lender hereby agrees to make, a Three-Year Revolving Loan, in an
amount equal to such Lender's Three-Year Revolving Percentage of the aggregate
amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on
the date of such notice, to repay the Swingline Lender. Each Three-Year
Revolving Lender shall make the amount of such Three-Year Revolving Loan
available to the Administrative Agent at the Funding Office in immediately
available funds, not later than 10:00 A.M., New York City


                                       32
<PAGE>


time, one Business Day after the date of such notice. The proceeds of such
Three-Year Revolving Loans shall be immediately made available by the
Administrative Agent to the Swingline Lender for application by the Swingline
Lender to the repayment of the Refunded Swingline Loans.

                  (c) If prior to the time a Three-Year Revolving Loan would
have otherwise been made pursuant to Section 2.5(b), one of the events described
in Section 8(f) shall have occurred and be continuing with respect to the
Company or if for any other reason, as determined by the Swingline Lender in its
sole discretion, Three-Year Revolving Loans may not be made as contemplated by
Section 2.5(b), each Three-Year Revolving Lender shall, on the date such
Three-Year Revolving Loan was to have been made pursuant to the notice referred
to in Section 2.5(b) (the "Swingline Refunding Date"), purchase for cash an
undivided participating interest in the then outstanding Swingline Loans by
paying to the Swingline Lender an amount (the "Swingline Participation Amount")
equal to (i) such Lender's Three-Year Revolving Percentage times (ii) the sum of
the aggregate principal amount of Swingline Loans then outstanding that were to
have been repaid with such Three-Year Revolving Loans.

                  (d) Whenever, at any time after the Swingline Lender has
received from any Three-Year Revolving Lender such Lender's Swingline
Participation Amount, the Swingline Lender receives any payment on account of
the Swingline Loans, the Swingline Lender will distribute to such Lender its
Swingline Participation Amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded and, in the case of principal and interest
payments, to reflect such Lender's pro rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline
Loans then due); provided, however, that in the event that such payment received
by the Swingline Lender is required to be returned, such Lender will return to
the Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.

                  (e) Each Three-Year Revolving Lender's obligation to make the
Three-Year Revolving Loans referred to in Section 2.5(b) and to purchase
participating interests pursuant to Section 2.5(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including (i) any
setoff, counterclaim, recoupment, defense or other right that such Lender or the
Company may have against the Swingline Lender, the Company or any other Person
for any reason whatsoever; (ii) the occurrence or continuance of a Default or an
Event of Default or the failure to satisfy any of the other conditions specified
in Section 5; (iii) any adverse change in the condition (financial or otherwise)
of the Company; (iv) any breach of this Agreement or any other Loan Document by
the Company, any other Loan Party or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

                  2.6 Facility Fees, etc. (a) The Company agrees to pay to the
Administrative Agent for the account of each 364-Day Revolving Lender and
Three-Year Revolving Lender a facility fee for the period from and including the
date hereof to the last day of the 364-Day Revolving Commitment Period or the
Three-Year Revolving Commitment Period, as the case may be, computed at the
Facility Fee Rate on the average daily amount of the 364-Day Revolving
Commitment and the Three-Year Revolving Commitment of such Lender, in each case
whether used or unused, during the period for which payment is made, payable
quarterly in


                                       33
<PAGE>


arrears on the last day of each March, June, September and December, the 364-Day
Revolving Termination Date (with respect to the 364-Day Revolving Facility) and
the Three-Year Revolving Termination Date (with respect to the Three-Year
Revolving Facility), commencing on the first of such dates to occur after the
date hereof.

                  (b) The Company agrees to pay to the Administrative Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Company and the Administrative Agent.

                  2.7 Termination or Reduction of Commitments. (a) The Company
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the 364-Day Revolving Commitments or
Three-Year Revolving Commitments or, from time to time, to reduce the amount of
the 364-Day Revolving Commitments or Three-Year Revolving Commitments; provided
that (a) no such termination or reduction of 364-Day Revolving Commitments shall
be permitted if, after giving effect thereto and to any prepayments of the
364-Day Revolving Loans made on the effective date thereof, the Total 364-Day
Revolving Extensions of Credit would exceed the Total 364-Day Revolving
Commitments and (b) no such termination or reduction of Three-Year Revolving
Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Three-Year Revolving Loans, Swingline Loans and Foreign
Currency Loans made on the effective date thereof, the Total Three-Year
Revolving Extensions of Credit would exceed the Total Three-Year Revolving
Commitments. Any such reduction shall be in an amount equal to $10,000,000, or a
whole multiple thereof, and shall reduce permanently the 364-Day Revolving
Commitments and the Three-Year Revolving Commitments, as the case may be, then
in effect.

                  (b) If on any date the Company or any Restricted Subsidiary
shall receive Net Cash Proceeds from any Disposition pursuant to Section 7.5(f)
(unless a Reinvestment Notice shall be delivered in respect thereof) or Section
7.5(g) (unless such Disposition occurs within 180 days after the Closing Date),
then such Net Cash Proceeds shall be applied on such date toward the permanent
reduction of the Three-Year Revolving Commitments; provided, that,
notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount
equal to the Reinvestment Prepayment Amount with respect to the relevant
Reinvestment Event shall be applied toward the permanent reduction of the
Three-Year Revolving Commitments. Any such reduction of the Three-Year Revolving
Commitments shall be accompanied by prepayment of the Three-Year Revolving Loans
and/or Swingline Loans to the extent, if any, that the Total Three-Year
Revolving Extensions of Credit exceed the amount of the Total Three-Year
Revolving Commitments as so reduced, provided that if the aggregate principal
amount of Three-Year Revolving Loans and Swingline Loans then outstanding is
less than the amount of such excess (because L/C Obligations constitute a
portion thereof), the Company shall, to the extent of the balance of such
excess, replace outstanding Letters of Credit and/or deposit an amount in cash
in a cash collateral account established with the Administrative Agent for the
benefit of the Lenders on terms and conditions satisfactory to the
Administrative Agent.

                  2.8 L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other
Three-Year Revolving Lenders set forth in Section 2.11(a), agrees to issue
letters of credit (together with the Existing Letters of Credit, the "Letters of
Credit") for the account of the Company (and, on a joint and several basis, any
applicable Subsidiary Borrower), on any Business Day during the Three-Year
Revolving


                                       34
<PAGE>


Commitment Period in such form as may be approved from time to time by the
Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Sublimit or (ii) the aggregate amount of the
Available Three-Year Revolving Commitments would be less than zero. Each Letter
of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a
face amount of at least $100,000 or the Foreign Currency Equivalent thereof
(unless otherwise agreed by the Issuing Lender) and (iii) expire no later than
the earlier of (x) the first anniversary of its date of issuance and (y) the
date that is five Business Days prior to the Three-Year Revolving Termination
Date, provided that any Letter of Credit with a one-year term may provide for
the renewal thereof for additional periods of up to one year (which shall in no
event extend beyond the date referred to in clause (y) above). The letters of
credit identified on Schedule 2.8 (the "Existing Letters of Credit") shall be
deemed to be "Letters of Credit" issued on the Closing Date for all purposes of
this Agreement and the other Loan Documents.

                  (b) The Issuing Lender shall not at any time be obligated to
issue any Letter of Credit if such issuance would conflict with, or cause the
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

                  (c) The Issuing Lender may be replaced at any time by written
agreement among the Company, the Administrative Agent, the replaced Issuing
Lender and the successor Issuing Lender. The Administrative Agent shall notify
the Three-Year Revolving Lenders of any such replacement of the Issuing Lender.
At the time any such replacement shall become effective, the Company shall pay
all unpaid fees accrued for the account of the replaced Issuing Lender. From and
after the effective date of any such replacement, (i) the successor Issuing
Lender shall have all the rights and obligations of the Issuing Lender under
this Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term "Issuing Lender" shall be deemed to refer to
such successor or to any previous Issuing Lender, or to such successor and all
previous Issuing Lenders, as the context shall require. After the replacement of
an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuing
Lender under this Agreement with respect to Letters of Credit issued by it prior
to such replacement, but shall not be required to issue additional Letters of
Credit.

                  2.9 Procedure for Issuance of Letter of Credit. The Company
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender at its address for notices specified herein
a request therefor, and such other Applications, certificates, documents and
other papers and information as the Issuing Lender may reasonably request. Upon
receipt of any such request, the Issuing Lender will process such request and
the Applications, certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary
procedures and shall promptly issue the Letter of Credit requested thereby (but
in no event shall the Issuing Lender be required to issue any Letter of Credit
earlier than three Business Days after its receipt of the request therefor and
all such other Applications, certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed to by the Issuing
Lender and the Company. The Issuing Lender shall furnish a copy of such Letter
of Credit to the Company promptly following the issuance thereof. The Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn
promptly


                                       35
<PAGE>


furnish to the Three-Year Revolving Lenders, notice of the issuance of each
Letter of Credit (including the amount thereof).

                  2.10 Fees and Other Charges. (a) The Company will pay a fee on
all outstanding Letters of Credit at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurocurrency Loans under the Three-Year
Revolving Facility, shared ratably among the Three-Year Revolving Lenders and
payable quarterly in arrears on each Fee Payment Date after the issuance date.
In addition, the Company shall pay to the Issuing Lender for its own account a
fronting fee of 0.125% per annum on the undrawn and unexpired amount of each
Letter of Credit, payable quarterly in arrears on each Fee Payment Date after
the Issuance Date.

                  (b) In addition to the foregoing fees, the Company shall,
within 30 days after demand, pay or reimburse the Issuing Lender for such
out-of-pocket and documented normal and customary costs and expenses as are
incurred or charged by the Issuing Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.

                  2.11 L/C Participations. (a) The Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant's
own account and risk an undivided interest equal to such L/C Participant's
Three-Year Revolving Percentage in the Issuing Lender's obligations and rights
under and in respect of each Letter of Credit and the amount of each draft paid
by the Issuing Lender thereunder. Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Lender that, if a draft is paid under any
Letter of Credit for which the Issuing Lender is not reimbursed in full by the
Company in accordance with the terms of this Agreement, such L/C Participant
shall pay to the Issuing Lender upon demand at the Issuing Lender's address for
notices specified herein an amount equal to such L/C Participant's Three-Year
Revolving Percentage of the amount of such draft, or any part thereof, that is
not so reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to the Issuing Lender pursuant to Section 2.11(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is
paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 2.11(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Three-Year Revolving Loans which are ABR Loans. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.


                                       36
<PAGE>


                  (c) Whenever, at any time after the Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 2.11(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Company or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.

                  2.12 Reimbursement Obligation of the Company. The Company
agrees to reimburse the Issuing Lender on the Business Day next succeeding the
Business Day on which the Issuing Lender notifies the Company of the date and
amount of a draft presented under any Letter of Credit and paid by the Issuing
Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges
or other costs or expenses incurred by the Issuing Lender in connection with
such payment (other than Excluded Taxes). Each such payment shall be made to the
Issuing Lender at its address for notices referred to herein in Dollars and in
immediately available funds, provided that if the Company does not reimburse the
Issuing Lender for any draft paid by the Issuing Lender under any Letter of
Credit issued by such Issuing Lender in a Foreign Currency on the date required
pursuant to the first sentence of this Section 2.12, the Issuing Lender shall
convert such Reimbursement Obligation into Dollars at the rate of exchange then
available to the Issuing Lender in the interbank market where its foreign
currency exchange operations in respect of such Foreign Currency are then being
conducted and the Company shall thereafter be required to reimburse the Issuing
Lender in Dollars for such Reimbursement Obligation (in the amount so
converted). Interest shall be payable on any such amounts denominated in Dollars
from the date on which the relevant draft is paid until payment in full at the
rate set forth in: (i) until the Business Day next succeeding the date of the
relevant notice, Section 3.5(b) and (ii) thereafter, Section 3.5(c). Interest
shall be payable on any such amounts denominated in a Foreign Currency from the
date on which the relevant draft is paid until payment in full or conversion to
Dollars as provided herein at the rate determined by the Issuing Lender as its
cost of funding such payment.

                  2.13 Obligations Absolute. The Company's obligations under
Sections 2.8 through 2.15 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Company may have or have had against the Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Company also agrees
with the Issuing Lender that the Issuing Lender shall not be responsible for,
and the Company's Reimbursement Obligations under Section 2.12 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Company and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lender. The Company agrees that any action taken or omitted by the


                                       37
<PAGE>


Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Company and
shall not result in any liability of the Issuing Lender to the Company.

                  2.14 Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the Issuing Lender shall
promptly notify the Company of the date and amount thereof. The responsibility
of the Issuing Lender to the Company in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

                  2.15 Applications; Existing Letter of Credit Documents. To the
extent that any provision of any Application related to any Letter of Credit (or
any other certificate, document or other papers required to be delivered
pursuant to Section 2.9) is inconsistent with the provisions of Sections 2.8
through 2.14 and 3.9 and 3.10, the provisions of Sections 2.8 through 2.14 and
3.9 and 3.10 shall apply. All representations, warranties, covenants, defaults,
remedies, indemnifications and compensation regarding Letters of Credit shall be
exclusively set forth in the Loan Documents. From and after the Closing Date,
each Issuing Lender in respect of the Existing Letters of Credit agrees that the
reimbursement agreements related thereto shall be of no further force and
effect, and shall be superceded hereby.

                  2.16 Foreign Currency Subfacility. Subject to the terms and
conditions hereof, the Foreign Currency Lenders agree to make loans in one or
more Foreign Currencies to the Company or any Subsidiary Borrower from time to
time during the Three-Year Revolving Commitment Period, provided that, (i) after
giving effect to any such Foreign Currency Loan, the Total Three-Year Revolving
Extensions of Credit at such time do not exceed the Three-Year Revolving
Commitments at such time, (ii) after giving effect to such Foreign Currency Loan
and the use of proceeds thereof, the Dollar Equivalent of the aggregate
outstanding principal amount of Foreign Currency Loans does not exceed the
Foreign Currency Sublimit. During the Three-Year Revolving Commitment Period,
the Company and the Subsidiary Borrowers may borrow, prepay and reborrow Foreign
Currency Loans in whole or in part, all in accordance with the terms and
conditions hereof.

                  2.17 Procedure for Foreign Currency Loan Borrowings. The
Company and each Subsidiary Borrower may borrow under Section 2.16 during the
Three-Year Revolving Commitment Period on any Business Day, provided that a
Responsible Officer of the Company or such Subsidiary Borrower or its authorized
designee shall give the London Agent irrevocable notice (which notice must be
received by the London Agent prior to 10:00 A.M., London time, three Business
Days prior to the requested Borrowing Date) specifying (a) the amount to be
borrowed and the Foreign Currency with respect thereto, (b) the requested
Borrowing Date and (c) the initial Interest Periods with respect thereto. Upon
receipt of such notice, the London Agent shall promptly notify each Foreign
Currency Lender thereof and of the amount of such Foreign Currency Lender's Loan
to be made as part of the requested borrowing. Each borrowing of Foreign
Currency Loans shall be in a minimum amount equal to the Foreign Currency
Equivalent of $250,000 in the relevant Foreign Currency or a whole multiple
thereof. Each


                                       38

<PAGE>


Foreign Currency Lender shall make each Foreign Currency Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 11:00 A.M., London time, to the account of the London Agent most
recently designated by it for such purposes for Foreign Currency Loans by notice
to the Foreign Currency Lenders. The London Agent will make such Foreign
Currency Loans available to the Company or the relevant Subsidiary Borrower, as
the case may be, by promptly crediting the amounts so received, in like funds,
to an account of the Company or such Subsidiary Borrower maintained with the
London Agent.

                  2.18 Foreign Currency Loan Fees, Commissions and Other
Charges. (a) The Company shall (or shall cause each Subsidiary Borrower to) pay
to each Foreign Currency Lender with respect to each Foreign Currency Loan made
by such Foreign Currency Lender, for the account of such Foreign Currency
Lender, a fronting fee with respect to the period from and including the date of
such Foreign Currency Loan to but excluding the date of repayment thereof
computed at a rate of 0.125% per annum on the average daily principal amount of
such Foreign Currency Loan outstanding during the period for which such fee is
calculated. Such fronting fee shall be payable in the applicable Foreign
Currency in arrears on each Fee Payment Date to occur after the making of such
Foreign Currency Loan and on the Three-Year Revolving Termination Date (or on
such earlier date as the Three-Year Revolving Commitments shall terminate as
provided herein) and shall be nonrefundable.

                  (b) The Company shall pay to the Administrative Agent for the
account of the Foreign Currency Participants, a participation fee with respect
to each Foreign Currency Loan for the period from and including the date of such
Foreign Currency Loan to but excluding the date of repayment thereof, computed
at a rate per annum equal to the Applicable Margin in respect of Eurocurrency
Loans from time to time in effect on the average daily principal amount of such
Foreign Currency Loan outstanding during the period for which such fee is
calculated. Such fee shall be shared ratably among the Foreign Currency
Participants in accordance with their respective Three-Year Revolving
Percentages. Such commission shall be payable in Dollars (based on the Dollar
Equivalent of the amount calculated as set forth above) in arrears on each Fee
Payment Date to occur after the making of such Foreign Currency Loan and on the
Three-Year Revolving Termination Date (or on such earlier date as the Three-Year
Revolving Commitments shall terminate as provided herein) and shall be
nonrefundable.

                  (c) The Administrative Agent shall, promptly following its
receipt thereof, distribute to each Foreign Currency Lender and the Foreign
Currency Participants all fees received by the Administrative Agent for their
respective accounts pursuant to this section.

                  2.19 Participations in Foreign Currency Loans. (a) Each
Foreign Currency Lender irrevocably agrees to grant and hereby grants to each
Foreign Currency Participant, and, to induce such Foreign Currency Lender to
make Foreign Currency Loans hereunder, each such Foreign Currency Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
such Foreign Currency Lender, on the terms and conditions set forth below, for
such Foreign Currency Participant's own account and risk, an undivided interest
equal to such Foreign Currency Participant's Three-Year Revolving Percentage in
such Foreign Currency Lender's obligations and rights under and in respect of
each Foreign Currency Loan made by such Foreign Currency Lender hereunder. If
any amount in respect of the principal, interest or fees owing to such Foreign
Currency Lender in respect of a Foreign Currency Loan is not paid


                                       39
<PAGE>


when due in accordance with the terms of this Agreement, such unpaid amount
shall be converted into an amount denominated in Dollars at the applicable
Exchange Rate on the date of such conversion, as determined by the
Administrative Agent in accordance with the terms hereof (and shall thereafter
be denominated in Dollars for purposes of this Agreement), and each such Foreign
Currency Participant hereby unconditionally and irrevocably agrees to pay to the
Administrative Agent for the account of such Foreign Currency Lender upon demand
an amount in Dollars equal to such Foreign Currency Participant's Three-Year
Revolving Percentage of such unpaid amount denominated in Dollars. Each Foreign
Currency Participant's obligation to make the payment referred to in the
immediately preceding sentence shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Foreign Currency
Participant, the Company or any Subsidiary Borrower may have against any Foreign
Currency Lender, the Company, any Subsidiary Borrower or any other Person for
any reason whatsoever, (ii) the occurrence or continuance of a Default or an
Event of Default, (iii) any adverse change in the condition (financial or
otherwise) of the Company or any Subsidiary Borrower, (iv) any breach of this
Agreement or any other Loan Document by any Loan Party or any other Lender or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. In the event that it would be illegal for a
Foreign Currency Participant to purchase and remit to any Foreign Currency
Lender the relevant Foreign Currency or if the relevant Foreign Currency is not
available to it, the Foreign Currency Participant may pay such Foreign Currency
Lender the Dollar Equivalent of the amount in the relevant Foreign Currency,
determined as of the date of the relevant payment.

                  (b) If any amount required to be paid by any Foreign Currency
Participant to any Foreign Currency Lender pursuant to Section 2.19(a) is not
paid to such Foreign Currency Lender when due but is paid within three Business
Days after the date such payment is due, such Foreign Currency Participant shall
pay to such Foreign Currency Lender on demand an amount equal to the product of
(i) such amount, times (ii) the Eurocurrency Rate in respect of the related
Foreign Currency during the period from and including the date such payment is
required to the date on which such payment is immediately available to such
Foreign Currency Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any Foreign Currency Participant
pursuant to Section 2.19(a) is not in fact made available to any Foreign
Currency Lender by such Foreign Currency Participant within three Business Days
after the date such payment is due, such Foreign Currency Lender shall be
entitled to recover from such Foreign Currency Participant, on demand, such
amount with interest thereon calculated from such due date at the rate per annum
equal to the rate applicable thereto in accordance with the preceding sentence
plus the Applicable Margin in respect of Three-Year Revolving Loans which are
ABR Loans. A certificate of any Foreign Currency Lender submitted to any Foreign
Currency Participant with respect to any amounts owing under this Section shall
be conclusive in the absence of manifest error.

                  (c) Whenever, at any time after any Foreign Currency Lender
has received from any Foreign Currency Participant the full amount owing by such
Foreign Currency Participant pursuant to and in accordance with Section 2.19(a)
in respect of any Foreign Currency Loan, such Foreign Currency Lender receives
any payment related to such Foreign Currency Loan (whether directly from the
Company or the relevant Subsidiary Borrower or otherwise, as the case may be,
including proceeds of collateral applied thereto by such Foreign Currency
Lender),


                                       40
<PAGE>


or any payment of interest on account thereof, such Foreign Currency Lender will
distribute to such Foreign Currency Participant its pro rata share thereof;
provided, however, that if any such payment received by any Foreign Currency
Lender shall be required to be returned by such Foreign Currency Lender, each
Foreign Currency Participant shall return to such Foreign Currency Lender the
portion thereof previously distributed by such Foreign Currency Lender to it.

    SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

                  3.1 Optional Prepayments. (a) The Company may at any time and
from time to time prepay the Loans (other than Foreign Currency Loans), in whole
or in part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of
Eurocurrency Loans denominated in Dollars and at least one Business Day prior
thereto in the case of ABR Loans, which notice shall specify the date and amount
of prepayment and whether the prepayment is of Eurocurrency Loans denominated in
Dollars or ABR Loans; provided, that if a Eurocurrency Loan denominated in
Dollars is prepaid on any day other than the last day of the Interest Period
applicable thereto, the Company shall also pay any amounts owing pursuant to
Section 3.11. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of Revolving Loans that are ABR Loans
and Swingline Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of 364-Day Revolving Loans and Three-Year Revolving Loans
shall be in an aggregate principal amount of $1,000,000 or a whole multiple
thereof. Partial prepayments of Swingline Loans shall be in an aggregate
principal amount of $100,000 or a whole multiple thereof.

                  (b) The Company or a Subsidiary Borrower may at any time and
from time to time prepay Foreign Currency Loans, in whole or in part, without
premium or penalty except as specified in Section 3.11, upon irrevocable notice
(which notice must be received by the London Agent prior to 11:00 A.M., London
time, three Business Days before the date of prepayment) specifying the date and
amount of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together with any
amounts payable pursuant to Section 3.11 and accrued interest to such date on
the amount prepaid. Partial prepayments of Foreign Currency Loans shall be in a
minimum principal amount equal to the Foreign Currency Equivalent of $1,000,000
in the relevant Foreign Currency or a multiple of the Foreign Currency
Equivalent of $1,000,000 in the relevant Foreign Currency in excess thereof.

                  3.2 Mandatory Prepayments. (a) If, on any day, (i) the Dollar
Equivalent of the aggregate outstanding principal amount of Foreign Currency
Loans exceeds an amount equal to 103% of the Foreign Currency Sublimit, (ii) the
Total 364-Day Revolving Extensions of Credit exceed the 364-Day Revolving
Commitments on such date or (iii) the Total Three-Year Revolving Extensions of
Credit exceed the Three-Year Revolving Commitments on such date, the Company
shall, without notice or demand, immediately repay (or cause the relevant
Subsidiary Borrower to repay) such of the outstanding Loans in an aggregate
principal amount such that, after giving effect thereto, (x) the Dollar
Equivalent of the aggregate outstanding principal amount of Foreign Currency
Loans does not exceed the Foreign Currency Sublimit, (y) the Total 364-Day
Revolving Extensions of Credit do not exceed the 364-Day Revolving


                                       41
<PAGE>


Commitments and (z) the Total Three-Year Revolving Extensions of Credit do not
exceed the Three-Year Revolving Commitments, together with interest accrued to
the date of such payment or prepayment on the principal so prepaid and any
amounts payable under Section 3.11 in connection therewith. Any prepayment of
Three-Year Revolving Loans pursuant to clause (iii) of the immediately preceding
sentence shall first be applied to prepay any outstanding Swingline Loans. The
Company may in lieu of prepaying Foreign Currency Loans in order to comply with
this paragraph deposit amounts in the relevant Foreign Currency Currencies in a
Cash Collateral Account in accordance with the next succeeding sentence equal to
the aggregate principal amount of Foreign Currency Loans required to be prepaid.
To the extent that after giving effect to any prepayment of Loans required by
this paragraph, the Total Three-Year Revolving Extensions of Credit at such time
exceed the Three-Year Revolving Commitments at such time, the Company shall,
without notice or demand, immediately deposit in a Cash Collateral Account upon
terms reasonably satisfactory to the Administrative Agent an amount equal to the
lesser of (A) the sum of the aggregate then outstanding L/C Obligations and the
aggregate principal amount of Foreign Currency Loans then outstanding and (B)
the amount of such remaining excess. The Administrative Agent shall apply any
cash deposited in the Cash Collateral Account (to the extent thereof) to pay any
Reimbursement Obligations which are or become due thereafter and/or to repay
Foreign Currency Loans at the end of the Interest Periods therefor, provided
that, (x) the Administrative Agent shall release to the Company from time to
time such portion of the amount on deposit in the Cash Collateral Account to the
extent such amount is not required to be so deposited in order for the Company
to be in compliance with this paragraph and (y) the Administrative Agent may so
apply such cash at any time after the occurrence and during the continuation of
an Event of Default. "Cash Collateral Account" means an account specifically
established by the Company with the Administrative Agent for purposes of this
Section 3.2 and hereby pledged to the Administrative Agent and over which the
Administrative Agent shall have exclusive dominion and control, including the
right of withdrawal for application in accordance with this Section 3.2.

                  (b) The Company shall prepay Loans and cash collateralize L/C
Obligations to the extent required by Section 2.7(b).

                  3.3 Conversion and Continuation Options. (a) The Company may
elect from time to time to convert Eurocurrency Loans denominated in Dollars to
ABR Loans by giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election, provided that any such conversion of
Eurocurrency Loans may only be made on the last day of an Interest Period with
respect thereto. The Company may elect from time to time to convert ABR Loans to
Eurocurrency Loans denominated in Dollars by giving the Administrative Agent at
least three Business Days' prior irrevocable notice of such election (which
notice shall specify the length of the initial Interest Period therefor),
provided that no ABR Loan under a particular Facility may be converted into a
Eurocurrency Loan denominated in Dollars when any Event of Default has occurred
and is continuing and the Administrative Agent or the Majority Facility Lenders
in respect of such Facility have determined in its or their sole discretion not
to permit such conversions. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.

                  (b) Any Eurocurrency Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Company or the relevant Subsidiary Borrower giving irrevocable notice to the
Administrative Agent, in accordance with the


                                       42
<PAGE>



applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurocurrency Loan denominated in Dollars under a particular Facility may
be continued as such when any Event of Default has occurred and is continuing
and the Administrative Agent has or the Majority Facility Lenders in respect of
such Facility have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the Company or the relevant
Subsidiary Borrower shall fail to give any required notice as described above in
this paragraph or if such continuation is not permitted pursuant to the
preceding proviso any such Loans denominated in Dollars shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period
and, if the Company or the relevant Subsidiary Borrower shall fail to give such
notice of continuation of a Foreign Currency Loan, such Foreign Currency Loan
shall be automatically continued for an Interest Period of one month. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.

                  3.4 Limitations on Eurocurrency Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurocurrency Loans and all selections of Interest Periods shall
be in such amounts and be made pursuant to such elections so that no more than
twenty Eurocurrency Tranches under all Facilities shall be outstanding at any
one time.

                  3.5 Interest Rates and Payment Dates. (a) Each Eurocurrency
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
day plus, in the case of Eurocurrency Loans denominated in Dollars, the
Applicable Margin.

                  (b) Each ABR Loan shall bear interest at a rate per annum
equal to the ABR plus the Applicable Margin.

                  (c) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2% or (y) in the case of Reimbursement Obligations, the
rate applicable to Three-Year Revolving Loans which are ABR Loans plus 2%, and
(ii) if all or a portion of any interest payable on any Loan or Reimbursement
Obligation or any facility fee or other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to (A) the
rate then applicable to Three-Year Revolving Loans (or 364-Day Revolving Loans,
as the case may be) which are ABR Loans plus 2%, in the case of amounts that are
owing in Dollars, or (B)(I) the Eurocurrency Rate in respect of the relevant
Foreign Currency plus (II) 2%, in the case of amounts owing that are denominated
in Foreign Currencies, in each case with respect to clauses (i) and (ii) above
from the date of such non-payment until such amount is paid in full (as well
after as before judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section shall be payable from time to time on demand.


                                       43
<PAGE>


                  3.6 Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to (i) ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate and (ii) Foreign
Currency Loans denominated in British Pounds Sterling, the interest thereon
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Company and the affected Lenders of each determination of
a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Company and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Company, the Subsidiary Borrowers and the Lenders
in the absence of manifest error. The Administrative Agent shall, at the request
of the Company, deliver to the Company a statement showing the quotations used
by the Administrative Agent in determining any interest rate pursuant to Section
3.5(a).

                  3.7 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
         determination shall be conclusive and binding upon the Company and the
         Subsidiary Borrowers, absent manifest error) that, by reason of
         circumstances affecting the relevant market, adequate and reasonable
         means do not exist for ascertaining the Eurocurrency Rate for such
         Interest Period, or

                  (b) the Administrative Agent shall have received notice from
         the Majority Facility Lenders in respect of any Facility or any Foreign
         Currency Lender that the Eurocurrency Rate determined or to be
         determined for such Interest Period in respect of any Eurocurrency Loan
         will not adequately and fairly reflect the cost to such Lenders (as
         conclusively certified by such Lenders) of making or maintaining their
         affected Loans during such Interest Period, or

                  (c) a Foreign Currency Lender shall have determined (which
         determination shall be conclusive and binding upon the Company and the
         Subsidiary Borrowers, absent manifest error) that, by reason of
         circumstances affecting the relevant market, adequate and reasonable
         means do not exist for ascertaining the Eurocurrency Rate for such
         Interest Period in respect of any Foreign Currency (any such Foreign
         Currency is referred to as an "Affected Foreign Currency"),

the Administrative Agent (or the relevant Foreign Currency Lender in the case of
clause (c) above) shall give telecopy or telephonic notice thereof to the
Company and the Lenders (and, in the case of any notice by a Foreign Currency
Lender, the Administrative Agent) as soon as practicable thereafter. If such
notice is given (y) pursuant to clause (a) or (b) of this Section 3.7 in respect
of Eurocurrency Loans denominated in Dollars, then (i) any Eurocurrency Loans


                                       44
<PAGE>


denominated in Dollars under the relevant Facility requested to be made on the
first day of such Interest Period shall be made as ABR Loans, (ii) any Loans
under the relevant Facility that were to have been converted on the first day of
such Interest Period to Eurocurrency Loans denominated in Dollars shall be
continued as ABR Loans and (iii) any outstanding Eurocurrency Loans denominated
in Dollars under the relevant Facility shall be converted, on the last day of
the then-current Interest Period, to ABR Loans and (z) in respect of any Foreign
Currency Loans, then (i) any Foreign Currency Loans in an Affected Foreign
Currency requested to be made on the first day of such Interest Period shall not
be made and (ii) any outstanding Foreign Currency Loans in an Affected Foreign
Currency shall be due and payable on the first day of such Interest Period.
Until such notice has been withdrawn by the Administrative Agent (or the
relevant Foreign Currency Lender in the case of clause (c) above), no further
Eurocurrency Loans denominated in Dollars under the relevant Facility or Foreign
Currency Loans in an Affected Foreign Currency shall be made or continued as
such, nor shall the Company or any Subsidiary Borrower have the right to convert
Loans under the relevant Facility to Eurocurrency Loans.

                  3.8 Pro Rata Treatment and Payments. (a) Each borrowing by the
Company from the Lenders hereunder (other than the Foreign Currency Lenders),
each payment by the Company on account of any facility fee and any reduction of
the Revolving Commitments of the Lenders shall be made pro rata according to the
respective 364-Day Revolving Percentages or Three-Year Revolving Percentages of
the relevant Lenders, as the case may be. Each borrowing by the Company or any
Subsidiary Borrower from the Foreign Currency Lenders, each payment by the
Company or any Subsidiary Borrower on account of any fronting fee and any
reduction of the Foreign Currency Sublimit shall be made pro rata to the Foreign
Currency Lenders.

                  (b) Each payment (including each prepayment) by the Company on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective 364-Day Revolving Percentages or the Three-Year
Revolving Percentages of the relevant Lenders, as the case may be. Each payment
(including each prepayment) by the Company or any Subsidiary Borrower on account
of principal of and interest on the Foreign Currency Loans shall be made pro
rata according to the respective outstanding principal amounts of the Foreign
Currency Loans then held by the Foreign Currency Lenders.

                  (c) All payments (including prepayments) to be made by the
Company or any Subsidiary Borrower, whether on account of principal, interest,
fees or otherwise, shall be made without setoff or counterclaim (provided that
nothing herein shall be construed as a waiver of any applicable counterclaims)
and shall be made prior to 1:00 P.M., New York City time, on the due date
thereof to the Administrative Agent, for the account of the Lenders, at the
Funding Office, in Dollars (except as provided in Section 2.18(a)) and in
immediately available funds (or, in the case of principal, interest or fronting
fees relating to Foreign Currency Loans, to the London Agent, for the account of
the Foreign Currency Lenders, at its offices at Trinity Tower, 9 Thomas More
Street, London, England E19YT prior to 2:00 P.M., London time). The
Administrative Agent or the London Agent, as applicable, shall distribute such
payments to the Lenders or the Foreign Currency Lenders, as applicable, promptly
upon receipt in like funds as received. If any payment hereunder (other than
payments on the Eurocurrency Loans) becomes due and payable on a day other than
a Business Day, such payment shall be extended to the next succeeding Business
Day. If any payment on a Eurocurrency Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another


                                       45
<PAGE>


calendar month, in which event such payment shall be made on the immediately
preceding Business Day. In the case of any extension of any payment of principal
pursuant to the preceding two sentences, interest thereon shall be payable at
the then applicable rate during such extension.

                  (d) Unless the Administrative Agent or the London Agent, as
applicable, shall have been notified in writing by any Lender or Foreign
Currency Lender prior to a borrowing that such Lender or Foreign Currency Lender
will not make the amount that would constitute its share of such borrowing
available to the Administrative Agent or the London Agent, the Administrative
Agent or the London Agent, as applicable, may assume that such Lender or Foreign
Currency Lender is making such amount available to the Administrative Agent or
the London Agent, as applicable, and the Administrative Agent or the London
Agent may, in reliance upon such assumption, make available to the Company or
the relevant Subsidiary Borrower a corresponding amount. If such amount is not
made available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent. If such amount is not made
available to the London Agent by the required time on the Borrowing Date
therefor, such Foreign Currency Lender shall pay to the London Agent, on demand,
such amount with interest thereon at a rate per annum reasonably determined by
the London Agent to be the cost to it of funding such amount for the period
until such Lender makes such amount immediately available to the London Agent. A
certificate of the Administrative Agent or the London Agent submitted to any
Lender or any Foreign Currency Lender with respect to any amounts owing under
this paragraph shall be conclusive in the absence of manifest error. If such
Lender's share of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days after such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest
thereon at the rate per annum applicable to ABR Loans under the relevant
Facility, on demand, from the Company.

                  (e) Unless the Administrative Agent or the London Agent shall
have been notified in writing by the Company or a Subsidiary Borrower prior to
the date of any payment due to be made by the Company or such Subsidiary
Borrower hereunder that the Company or such Subsidiary Borrower will not make
such payment to the Administrative Agent or the London Agent, as applicable, the
Administrative Agent or the London Agent may assume that the Company or such
Subsidiary Borrower is making such payment, and the Administrative Agent or the
London Agent, as applicable, may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders or the Foreign Currency Lenders
their respective pro rata shares of a corresponding amount. If such payment is
not made to the Administrative Agent by the Company within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. If such payment
is not made to the London Agent by the Company or such Subsidiary Borrower
within three Business Days after such due date, the London Agent shall be
entitled to recover, on demand, from each Foreign Currency Lender to which any
amount which was made available pursuant to the preceding sentence, such amount
with interest thereon at a rate per annum reasonably determined by the London
Agent to be the cost to it of funding such amount. Nothing herein shall be
deemed to

                                       46
<PAGE>


limit the rights of the Administrative Agent, the London Agent, any Lender or
any Foreign Currency Lender against the Company or any Subsidiary Borrower.

                  3.9 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof by a
Governmental Authority or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority, in each case made or issued subsequent to the date
hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
         with respect to this Agreement, any Letter of Credit, any Application
         or any Eurocurrency Loan made by it, or change the basis of taxation of
         payments to such Lender in respect thereof (except for Excluded Taxes
         covered by Section 3.10 and changes in the rate of tax on the overall
         net income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender that is not
         otherwise included in the determination of the Eurocurrency Rate
         hereunder; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or issuing or participating in
Letters of Credit or participating in Foreign Currency Loans, or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Company shall (or shall cause the relevant Subsidiary Borrower to) promptly pay
such Lender, upon its demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof by a Governmental Authority (including the
Mandatory Liquid Asset requirements of the Bank of England or any similar
requirement) or compliance by such Lender or any corporation controlling such
Lender with any request or directive regarding capital adequacy (whether or not
having the force of law) from any Governmental Authority, in each case issued or
made subsequent to the date hereof, shall have the effect of reducing the rate
of return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, the Company shall
(or shall cause the relevant Subsidiary Borrower to) pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
for such reduction.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender as specified in paragraph (a) or (b)
of this Section and setting forth in


                                       47
<PAGE>


reasonable detail the calculation thereof shall be delivered to the Company and
shall be conclusive absent manifest error. The Company shall pay such Lender the
amount shown as due on any such certificate within 30 days after receipt
thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Company shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 90 days prior to the date that such
Lender notifies the Company in writing of the circumstances giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the circumstances giving rise
to such increased costs or reductions is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  (e) The obligations of the Company and the Subsidiary
Borrowers pursuant to this Section shall survive the termination of this
Agreement, the termination of the Letters of Credit and the payment of the Loans
and all other amounts payable hereunder.

                  (f) Notwithstanding anything herein to the contrary, in the
event that any Lender designates a different lending office than the lending
office of such Lender as of the Closing Date, so long as no Default has occurred
and is continuing, the Company shall not be liable to pay or compensate such
Lender under any provision of Section 3.9 or 3.10 in an amount in excess of that
for which the Company would have been liable had such designation not been made
unless such designation was made (1) with the Company's prior written consent or
(2) by reason of such Lender's having been required by Section 3.12 to designate
a new lending office.

                  3.10 Taxes. (a) Any and all payments by or on account of any
obligation of the Company or any Subsidiary Borrower hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Company or any Subsidiary Borrower shall be required
to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable shall be increased as necessary so that the Administrative Agent or
Lender receives (after payment of all Indemnified Taxes or Other Taxes) an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Company or Subsidiary Borrower shall make such deductions and (iii) the
Company or Subsidiary Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.
Notwithstanding the foregoing, the Company and the Subsidiary Borrowers shall
not be required to increase any such amounts payable to any Lender with respect
to any Indemnified Taxes (i) that are attributable to such Lender's failure to
comply with the requirements of paragraph (e) or (f) of this Section or (ii)
that are United States withholding taxes imposed on amounts payable to such
Lender at the time such Lender becomes a party to this Agreement, except to the
extent that such Lender's assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Company or the Subsidiary
Borrowers with respect to such Indemnified Taxes pursuant to this paragraph.

                  (b) In addition, the Company and the Subsidiary Borrowers
shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.


                                       48
<PAGE>


                  (c) The Company or the Subsidiary Borrowers shall indemnify
the Administrative Agent and each Lender, within 20 Business Days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent or such Lender on or with respect to any
payment by or on account of any obligation of the Company or any Subsidiary
Borrower hereunder or under any other Loan Document (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 3.10) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Government Authority. A certificate setting forth in reasonable detail the
amount and nature of such payment or liability delivered to the Company or any
Subsidiary Borrower by a Lender, or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.

                  (d) Whenever any Indemnified Taxes or Other Taxes are payable
by the Company or any Subsidiary Borrower, as promptly as possible thereafter
the Company or the relevant Subsidiary Borrower shall send to the Administrative
Agent for its own account or for the account of the relevant Lender, as the case
may be, a certified copy of an original official receipt received by the Company
or such Subsidiary Borrower showing payment thereof or other evidence of such
payment reasonably satisfactory to the Administrative Agent. If the Company or
any Subsidiary Borrower fails to pay any Indemnified Taxes or Other Taxes when
due to the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, the Company
and such Subsidiary Borrower shall indemnify the Administrative Agent and the
Lenders for any incremental taxes, interest or penalties that may become payable
by the Administrative Agent or any Lender as a result of any such failure.

                  (e) Each of the Administrative Agent and the Lenders
represents that, as of the date hereof, it is either (i) a corporation organized
under the laws of the United States of America or any state thereof or (ii) it
is entitled to complete exemption from United States withholding tax imposed on
or with respect to any payments, including fees, to be made to it pursuant to
this Agreement. Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Company and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Company or any Subsidiary Borrower under this Agreement and
the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender
on or before the date it becomes a party to this Agreement (or, in the case of
any Participant, on or before the date such Participant purchases the related
participation). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Company at
any time it determines that it is no longer in a position to provide any
previously delivered certificate to the Company (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of

                                       49
<PAGE>


this paragraph, a Non-U.S. Lender shall not be required to deliver any form
pursuant to this paragraph that such Non-U.S. Lender is not legally able to
deliver.

                  (f) A Lender that is entitled to an exemption from or
reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Company or any Subsidiary Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate,
provided that such Lender is legally entitled to complete, execute and deliver
such documentation and in such Lender's judgment such completion, execution or
submission would not materially prejudice the legal position of such Lender.

                  (g) To the extent any Lender or the Administrative Agent
receives a refund in respect of any amounts paid by the Company or any
Subsidiary Borrower pursuant to this Section 3.10, which refund is clearly
identified as specifically relating to any Indemnified Tax or Other Tax that was
incorrectly or illegally asserted in connection with this Agreement, it shall
promptly notify the Company or Subsidiary Borrower of such refund and shall,
within 15 days of receipt, if no Default or Event of Default shall have occurred
and be continuing, repay such refund to the Company or Subsidiary Borrower net
of all out-of-pocket expenses of such Lender or the Administrative Agent;
provided, however, that the Company or the Subsidiary Borrower, upon the request
of such Lender or the Administrative Agent, agrees to repay the amount paid over
to the Company or the Subsidiary Borrower to such Lender or the Administrative
Agent in the event such Lender or the Administrative Agent is required to repay
such refund; provided, further, that nothing in this Section 3.10(g) shall be
construed to require any Lender to disclose any information with respect to its
tax affairs.

                  (h) The agreements in this Section shall survive the
termination of this Agreement, the termination of the Letters of Credit and the
payment of the Loans and all other amounts payable hereunder.

                  3.11 Indemnity. The Company agrees to indemnify each Lender
for, and to hold each Lender harmless from, any loss or expense that such Lender
may sustain or incur as a consequence of (a) default by the Company or any
Subsidiary Borrower in making a borrowing of, conversion into or continuation of
Eurocurrency Loans after the Company or any Subsidiary Borrower has given a
notice requesting the same in accordance with the provisions of this Agreement,
(b) default by the Company or any Subsidiary Borrower in making any prepayment
of or conversion from Eurocurrency Loans after the Company or any Subsidiary
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurocurrency Loans on a day that
is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of


                                       50
<PAGE>


interest (as reasonably determined by such Lender) that would have accrued to
such Lender on such amount by placing such amount on deposit in the applicable
currency for a comparable period with leading banks in the interbank
Eurocurrency market. A certificate as to any amounts payable pursuant to this
Section submitted to the Company by any Lender and setting forth in reasonable
detail the calculation thereof shall be delivered to the Company and shall be
conclusive in the absence of manifest error. The Company shall pay such Lender
the amount shown as due on any such certificate within 30 days after receipt
thereof. This covenant shall survive the termination of this Agreement, the
termination of the Letters of Credit and the payment of the Loans and all other
amounts payable hereunder.

                  3.12 Mitigation Obligations. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 3.9 or 3.10(a)
with respect to such Lender, it will use reasonable efforts (subject to overall
policy considerations of such Lender) to avoid or minimize the amounts payable,
including, without limitation, to designate another lending office for any Loans
affected by such event or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates with the object of avoiding the
consequences of such event; provided, that such designation or assignment is
made on terms that, in the sole judgment of such Lender, cause such Lender and
its lending offices to suffer no economic, legal or regulatory disadvantage, and
provided, further, that nothing in this Section shall affect or postpone any of
the obligations of the Company or the Subsidiary Borrowers or the rights of any
Lender pursuant to Section 3.9 or 3.10(a).

                  3.13 Replacement of Lenders. The Company shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 3.9 or 3.10(a), (b) defaults in its obligation to make Loans hereunder,
(c) defaults in its obligations under Section 11.15 or (d) becomes a
Non-Consenting Lender, with a replacement financial institution; provided that
(i) such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall not have
taken all action required under Section 3.12 so as to eliminate the continued
need for payment of amounts owing pursuant to Section 3.9 or 3.10(a), (iv) the
replacement financial institution shall purchase, at par, all Loans and other
amounts owing to such replaced Lender on or prior to the date of replacement,
(v) the Company shall be liable to such replaced Lender under Section 3.11 if
any Eurocurrency Loan owing to such replaced Lender shall be purchased other
than on the last day of the Interest Period relating thereto, (vi) the
replacement financial institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (vii) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
11.6 (provided that the Company shall be obligated to pay the registration and
processing fee referred to therein), (viii) until such time as such replacement
shall be consummated, the Company and the Subsidiary Borrowers shall pay all
additional amounts (if any) required pursuant to Section 3.9 or 3.10(a), as the
case may be, and (ix) any such replacement shall not be deemed to be a waiver of
any rights that the Company, any Subsidiary Borrower, the Administrative Agent
or any other Lender shall have against the replaced Lender. In the event that
(x) the Company has requested the Lenders to consent to a departure or waiver of
any of the provisions of the Loan Documents or to agree to any other
modification thereto, (y) the consent, waiver or other modification in question
requires the agreement of all of the Lenders in accordance with the terms of
Section 11.1 and (z) Lenders holding at least 80% of the Total Revolving
Commitments then in effect (or, if the Revolving Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding)


                                       51
<PAGE>


have agreed to such consent, waiver or other modification, then any Lender who
does not agree to such consent, waiver or other modification shall, for purposes
of this Section, be deemed a "Nonconsenting Lender".

                  3.14 Foreign Currency Exchange Rate. (a) No later than 1:00
P.M., New York City time, on each Calculation Date with respect to a Foreign
Currency, the Administrative Agent shall determine the Exchange Rate as of such
Calculation Date with respect to such Foreign Currency, provided that, upon
receipt of a borrowing request pursuant to Section 2.17, the Administrative
Agent shall determine the Exchange Rate with respect to the relevant Foreign
Currency in accordance with the foregoing (it being acknowledged and agreed that
the Administrative Agent shall use such Exchange Rate for the purposes of
determining compliance with Section 2.16 with respect to such borrowing
request). The Exchange Rates so determined shall become effective on the first
Business Day immediately following the relevant Calculation Date (a "Reset
Date"), shall remain effective until the next succeeding Reset Date and shall
for all purposes of this Agreement (other than Section 2.19(a), 3.7, 11.17 or
any other provision expressly requiring the use of a current Exchange Rate) be
the Exchange Rates employed in converting any amounts between Dollars and
Foreign Currencies.

                  (b) No later than 5:00 P.M., New York City time, on each Reset
Date and each Borrowing Date with respect to Foreign Currency Loans, the
Administrative Agent shall determine the aggregate amount of the Dollar
Equivalents of the principal amounts of the Foreign Currency Loans then
outstanding (after giving effect to any Foreign Currency Loans to be made or
repaid on such date).

                  (c) The Administrative Agent shall promptly notify the Company
of each determination of an Exchange Rate hereunder.

                  3.15 Subsidiary Borrowers. The Company may designate any
Restricted Subsidiary of the Company which conducts a substantial portion of its
business outside the United States of America as a Subsidiary Borrower by
delivery to the Administrative Agent of a Borrowing Subsidiary Agreement
executed by such Restricted Subsidiary and the Company and upon such delivery
such Restricted Subsidiary shall for all purposes of this Agreement be a
Subsidiary Borrower and a party to this Agreement until the Company shall have
executed and delivered to the Administrative Agent a Borrowing Subsidiary
Termination with respect to such Restricted Subsidiary, whereupon such
Restricted Subsidiary shall cease to be a Subsidiary Borrower and a party to
this Agreement. The Administrative Agent shall promptly notify the Lenders at
each such designation. Notwithstanding the preceding sentence, (i) in no event
shall there be more than five Subsidiary Borrowers at any one time and (ii) no
Borrowing Subsidiary Termination will become effective as to any Subsidiary
Borrower at a time when any Subsidiary Borrower Obligation of such Subsidiary
Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary
Termination shall nevertheless be effective to terminate such Subsidiary
Borrower's right to make further borrowings under this Agreement.


                                       52
<PAGE>

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue or participate in the
Letters of Credit, the Company hereby represents and warrants to the
Administrative Agent and each Lender that:

                  4.1 Financial Condition. (a) The unaudited pro forma
consolidated balance sheet of the Company and its consolidated Restricted
Subsidiaries as at June 30, 2001 (the "Pro Forma Balance Sheet"), copies of
which have prior to the Closing Date been furnished to the Administrative Agent
for distribution to each Lender as of the Closing Date, has been prepared giving
effect (as if such events had occurred on such date) to (i) the Loans to be made
and the New Senior Notes to be issued on the Closing Date and the use of
proceeds thereof and (ii) the payment of fees and expenses in connection with
the foregoing. The Pro Forma Balance Sheet has been prepared based on the best
information available to the Company as of the date of delivery thereof, and
presents fairly on a pro forma basis the estimated financial position of Company
and its consolidated Restricted Subsidiaries as at June 30, 2001, assuming that
the events specified in the preceding sentence had actually occurred at such
date.

                  (b) The audited consolidated balance sheets of the Company and
its consolidated Subsidiaries as at December 31, 2000, and the related
consolidated statements of operations and comprehensive income and of cash flows
for the fiscal year ended on such date, reported on by and accompanied by an
unqualified report from Arthur Andersen LLP, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at such
date, and the consolidated results of its operations and its consolidated cash
flows for the fiscal year then ended. The unaudited consolidated balance sheet
of the Company and its consolidated Subsidiaries as at June 30, 2001, and the
related unaudited consolidated statements of operations and comprehensive income
and cash flows for the six-month period ended on such date, present fairly the
consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of its operations and
its consolidated cash flows for the six-month period then ended (subject to
normal year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein). As of the Closing
Date, no Group Member has any material Guarantee Obligations, material
contingent liabilities and liabilities for taxes, or any material long-term
leases or unusual forward or long-term commitments (including any material
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives entered into outside of the ordinary course
of business), that are not reflected in the most recent financial statements
referred to in this paragraph (other than the New Senior Note Indenture, the
execution and delivery of the Loan Documents and supplements to the Existing
Senior Indentures executed in connection with this Agreement) or any development
or event that has been disclosed publicly in the Company's filings with the SEC
on Form 10-Q for the quarters ended March 31, 2001 and June 30, 2001). During
the period from December 31, 2000 to and including the Closing Date there has
been no Disposition by any Group Member of any material part of its business or
property (other than any development or event that has been disclosed publicly
in the Company's filings with the SEC on Form 10-Q for the quarters ended March
31, 2001 and June 30, 2001).


                                       53
<PAGE>


                  4.2 No Change. Since December 31, 2000, there has been no
development or event (other than any development or event that has been
disclosed publicly in the Company's filings with the SEC on Form 10-Q for the
quarters ended March 31, 2001 and June 30, 2001) that has had or could
reasonably be expected to have a Material Adverse Effect.

                  4.3 Existence; Compliance with Law. Each Group Member (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, except, in the case of Subsidiaries, where the
failure to be so organized, validly existing or in good standing, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
(b) has the power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, except to the extent that the failure
to do so, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except where the failure so to qualify, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect and (d) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  4.4 Power; Authorization; Enforceable Obligations. Each Loan
Party has the power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and, in the case of the
Company, to obtain extensions of credit hereunder. Each Loan Party has taken all
necessary organizational action to authorize the execution, delivery and
performance of the Loan Documents to which it is a party and, in the case of the
Company, to authorize the extensions of credit on the terms and conditions of
this Agreement. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required to be obtained by any Loan Party in connection with the extensions of
credit hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i)
consents, authorizations, filings and notices which have been obtained or made
and are in full force and effect and (ii) the filings referred to in Section
4.19. Each Loan Document has been duly executed and delivered on behalf of each
Loan Party party thereto. This Agreement constitutes, and each other Loan
Document upon execution will constitute, a legal, valid and binding obligation
of each Loan Party party thereto, enforceable against each such Loan Party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

                  4.5 No Legal Bar. The execution, delivery and performance of
this Agreement and the other Loan Documents by each Loan Party, the issuance of
Letters of Credit, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law binding upon it or any Contractual
Obligation of any Group Member and will not result in, or require, the creation
or imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other
than the Liens created by the Security Documents).


                                       54
<PAGE>


                  4.6 Litigation. No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Company, threatened by or against the Company or any of its
Subsidiaries or against any of their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions contemplated
hereby or thereby, or (b) that could reasonably be expected to have a Material
Adverse Effect.

                  4.7 No Default. No Default or Event of Default has occurred
and is continuing.

                  4.8 Ownership of Property; Liens. Each Group Member has title
in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property (other than Intellectual Property), except (i) for such assets
and properties as are no longer being used or useful in the conduct of its
businesses or have been disposed of in compliance with this Agreement and (ii)
where the failure could not reasonably be expected to result in a Material
Adverse Effect. None of such property is subject to any Lien except as permitted
by Section 7.3.

                  4.9 Intellectual Property. Except as, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect: (a) each Group
Member owns, or is licensed to use, all Intellectual Property necessary for the
conduct of its business as currently conducted; (b) no material claim has been
asserted and is pending by any Person challenging or questioning the use of any
Intellectual Property or the validity or effectiveness of any Intellectual
Property, nor does the Company know of any valid basis for any such claim; and
(c) the use of Intellectual Property by each Group Member does not infringe on
the rights of any Person in any material respect.

                  4.10 Taxes. Each Group Member has filed or caused to be filed
all Federal, state and other material tax returns that are required to be filed
and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
and, to the knowledge of the Company, no claim is being asserted, with respect
to any such tax, fee or other charge (other than (a) any the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided on
the books of the relevant Group Member or (b) to the extent that the failure to
do so could not reasonably be expected to result in a Material Adverse Effect).
Except as permitted under Section 7.3, no tax Lien has been filed.

                  4.11 Federal Regulations. No part of the proceeds of any
Loans, and no other extensions of credit hereunder, will be used for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
or for any purpose that violates the provisions of the Regulations of the Board.
If requested by any Lender or the Administrative Agent, the Company will furnish
to the Administrative Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

                  4.12 Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against any Group Member pending or, to the
knowledge of the Company, threatened; (b) hours


                                       55
<PAGE>


worked by and payment made to employees of each Group Member have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement of
Law dealing with such matters; and (c) all payments due from any Group Member on
account of employee health and welfare insurance have been paid or accrued as a
liability on the books of the relevant Group Member.

                  4.13 ERISA. Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: (a) neither a Reportable Event
nor an "accumulated funding deficiency" (within the meaning of Section 412 of
the Code or Section 302 of ERISA) has occurred during the five-year period prior
to the date on which this representation is made or deemed made with respect to
any Plan; (b) each Plan has complied with the applicable provisions of ERISA and
the Code; (c) no termination of a Single Employer Plan has occurred; (d) no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period; (e) the
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits; (f) neither the Company nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan that has resulted or
could reasonably be expected to result in a liability under ERISA, and neither
the Company nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Company or any such Commonly Controlled Entity were
to withdraw completely from all Multiemployer Plans as of the valuation date
most closely preceding the date on which this representation is made or deemed
made; and (g) no such Multiemployer Plan is in Reorganization or Insolvent.

                  4.14 Investment Company Act; Other Regulations. No Loan Party
is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

                  4.15 Subsidiaries. As of the Closing Date, (a) Schedule 4.15
sets forth the name and jurisdiction of incorporation of each Subsidiary and, as
to each such Subsidiary, the percentage of each class of Capital Stock owned by
any Loan Party and (b) there are no outstanding subscriptions, options,
warrants, calls, rights or other similar agreements or commitments (other than
stock options granted to employees or directors and directors' qualifying
shares) of any nature relating to any Capital Stock of the Company or any
Subsidiary, except as permitted by the Loan Documents. As of the Closing Date,
the only Restricted Subsidiaries of the Company that qualify as Material
Subsidiaries under clause (a) of the definition thereof are Jiffy Lube
International, Inc., Jiffy Lube International of Maryland, Inc., Medo
Industries, Inc. and Blue Coral-Slick 50, Ltd., and the other Material
Subsidiaries are Q Lube, Inc., Blue Coral-Slick 50, Inc., Blue Coral Inc.,
Rain-X Corporation, Pennzoil-Quaker State Canada Company, Pennzoil-Quaker State
Canada Holdings Company, Pennzoil-Quaker State International Corporation and
Pennzoil-Quaker State Investment Company. As of the Closing Date, each
Subsidiary is a Restricted Subsidiary.

                  4.16 Use of Proceeds. The proceeds of the Revolving Loans, the
Swingline Loans and the Letters of Credit shall be used to refinance
indebtedness of the Company, to


                                       56
<PAGE>


finance the working capital needs of the Company and its Restricted Subsidiaries
and for general corporate purposes of the Company and its Restricted
Subsidiaries, and the proceeds of the Foreign Currency Loans shall be used to
finance the general corporate purposes of the Company and the relevant
Subsidiary Borrower.

                  4.17 Environmental Matters. Except (i) as set forth on
Schedule 4.17 or (ii) as, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect:

                  (a) the facilities and properties owned, leased or operated by
any Group Member (the "Properties") do not contain, and have not previously
contained, any Materials of Environmental Concern in amounts or concentrations
or under circumstances that constitute or constituted a violation of, or could
reasonably be expected to give rise to liability under, any applicable
Environmental Law;

                  (b) no Group Member has received or is aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
with respect to any Group Member attributable to Materials of Environmental
Concern or noncompliance with applicable Environmental Laws with regard to any
of the Properties or the business operated by any Group Member (the "Business"),
nor does the Company have knowledge or reason to believe that any such notice
will be received or is being threatened;

                  (c) Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location that could reasonably be expected to give rise to liability of
a Group Member under, any applicable Environmental Law, nor have any Materials
of Environmental Concern been generated, treated, stored or disposed of at, on
or under any of the Properties in violation of, or in a manner that could
reasonably be expected to give rise to liability of a Group Member under, any
applicable Environmental Law;

                  (d) no judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Company, threatened, under any
applicable Environmental Law to which any Group Member is or will be named as a
party with respect to the Properties or the Business, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders,
or other administrative or judicial requirements outstanding under any
applicable Environmental Law with respect to the Properties or the Business;

                  (e) there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of any Group Member in connection with the Properties
or otherwise in connection with the Business, in violation of or in amounts or
in a manner that could reasonably be expected to give rise to liability under
applicable Environmental Laws;

                  (f) the Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any applicable Environmental Law with respect to
the Properties or the Business; and

                  (g) no Group Member has assumed any liability of any other
Person under applicable Environmental Laws.


                                       57
<PAGE>


                  4.18 Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or
any of them, for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, taken as a whole, contained as of the
date such statement, information, document or certificate was so furnished (or,
in the case of the Confidential Information Memorandum, as of the date of this
Agreement), any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein, in
respect of the circumstances under which they were made, not misleading as of
the date made or deemed made; provided, that with respect to the projections and
pro forma financial information contained in the materials referenced above, the
Company only represents that they are based upon good faith estimates and
assumptions believed by management of the Company to be reasonable at the time
made, it being recognized by the Lenders that such financial information as it
relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount. There is no
fact known to any Loan Party (other than the future impact of generally known
industry-wide risks normally associated with the type of business conducted by
the Company and its Subsidiaries) that could reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents, in the Confidential Information Memorandum or in any other
documents, certificates and statements furnished to the Administrative Agent and
the Lenders for use in connection with the transactions contemplated hereby and
by the other Loan Documents.

                  4.19 Security Documents. Each Collateral Agreement is
effective to create in favor of the Collateral Agent a legal, valid and
enforceable security interest in the Collateral described therein and proceeds
thereof. In the case of the Pledged Stock described in the relevant Collateral
Agreement, when stock certificates representing such Pledged Stock are delivered
to the Collateral Agent, and in the case of the other Collateral described in
the relevant Collateral Agreement, when financing statements and other filings
specified on Schedule 4.19 in appropriate form are filed in the offices
specified on Schedule 4.19, each Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Secured Obligations (as defined in the relevant Collateral Agreement), in
each case prior and superior in right to any other Person (except, in the case
of Collateral other than Pledged Stock, Liens permitted by Section 7.3).

                  4.20 Solvency. The Company and its Restricted Subsidiaries, on
a consolidated basis and after giving effect to the incurrence of all
Indebtedness and obligations being incurred in connection herewith will be and
will continue to be, Solvent.


                                       58
<PAGE>

                        SECTION 5. CONDITIONS PRECEDENT

                  5.1 Conditions to Initial Extension of Credit. The agreement
of each Lender to make the initial extension of credit requested to be made by
it is subject to the satisfaction, prior to or concurrently with the making of
such extension of credit, of the following conditions precedent:

                  (a) Credit Agreement; Collateral Agreements. The
         Administrative Agent shall have received (i) this Agreement or, in the
         case of the Lenders, an Addendum, executed and delivered by the
         Administrative Agent, the Company and each Person listed on Schedule
         1.1A, (ii) each Collateral Agreement, executed and delivered by the
         Company and each Subsidiary Guarantor which is a party thereto, (iii)
         the Collateral Sharing Agreement, executed and delivered by the
         Collateral Agent and the Company, (iv) an Acknowledgement and Consent
         in the form attached to the Guarantee and Collateral Agreement,
         executed and delivered by each Issuer (as defined therein), if any,
         that is not a Loan Party and (v) an Acknowledgement and Consent in the
         form attached to the Shared Collateral Agreement, executed and
         delivered by each Issuer (as defined therein), if any, that is not a
         Loan Party.

                  In the event that any one or more Persons listed on Schedule
         1.1A have not executed and delivered an Addendum on the date scheduled
         to be the Closing Date (each such Person being referred to herein as a
         "Non-Executing Person"), the condition referred to in clause (i) above
         shall nevertheless be deemed satisfied if on such date the Company and
         the Administrative Agent shall have designated one or more Persons (the
         "Designated Lenders") to assume, in the aggregate, all of the Revolving
         Commitments that would have been held by the Non-Executing Persons
         (subject to each such Designated Lender's consent and its execution and
         delivery of an Addendum). Schedule 1.1A shall automatically be deemed
         to be amended to reflect the respective Revolving Commitments of the
         Designated Lenders and the omission of the Non-Executing Persons as
         Lenders hereunder.

                  (b) Other Transactions. The following transactions shall have
         been consummated, in each case on terms and conditions reasonably
         satisfactory to the Lenders:

                           (i) the Company shall have received at least
                  $250,000,000 in gross cash proceeds from the issuance of the
                  New Senior Notes; and

                           (ii) The Administrative Agent shall have received
                  satisfactory evidence that the Amended and Restated Credit
                  Agreement, dated as of December 14, 2000, among the Company,
                  the lenders party thereto and The Chase Manhattan Bank, as
                  administrative agent, has been terminated and all amounts
                  owing thereunder have been paid in full and all letters of
                  credit issued and outstanding thereunder have been assumed as
                  Existing Letters of Credit hereunder.


                                       59
<PAGE>


                  (c) Pro Forma Balance Sheet; Financial Statements. The
         Administrative Agent shall have received, for each Lender, (i) the Pro
         Forma Balance Sheet and (ii) the financial statements described in
         Section 4.1(b).

                  (d) Approvals. All governmental and third party approvals
         necessary in connection with the continuing operations of the Group
         Members and the transactions contemplated hereby shall have been
         obtained and be in full force and effect (except for any approvals as
         to which the failure to obtain could not reasonably be expected to have
         a Material Adverse Effect), and all applicable waiting periods shall
         have expired without any action being taken or threatened by any
         competent authority that would restrain, prevent or otherwise impose
         adverse conditions on the financing contemplated hereby.

                  (e) Lien Searches. Except as set forth in Schedule 5.1, the
         Administrative Agent shall have received the results of a recent lien
         search in each of the jurisdictions where assets of the Loan Parties
         are located in the United States, and such search shall reveal no liens
         on any of the assets of the Loan Parties except for liens permitted by
         Section 7.3 or discharged on or prior to the Closing Date pursuant to
         documentation satisfactory to the Administrative Agent.

                  (f) Environmental Condition. The Administrative Agent shall be
         reasonably satisfied with the environmental condition of the real
         property owned or leased by the Company and its Restricted
         Subsidiaries.

                  (g) Fees. The Lenders and the Administrative Agent shall have
         received all fees required to be paid, and all reasonable out-of-pocket
         expenses for which invoices have been presented (including the
         reasonable fees and expenses of legal counsel), on or before the
         Closing Date.

                  (h) Closing Certificate; Certified Certificate of
         Incorporation; Good Standing Certificates. Except as set forth in
         Schedule 5.1, the Administrative Agent shall have received (i) a
         certificate of each Loan Party, dated the Closing Date, substantially
         in the form of Exhibit C, with appropriate insertions and attachments,
         including the certificate of incorporation of each Loan Party that is a
         corporation certified by the relevant authority of the jurisdiction of
         organization of such Loan Party, and (ii) a long form good standing
         certificate for each Loan Party from its jurisdiction of organization.

                  (i) Legal Opinions. The Administrative Agent shall have
         received the following executed legal opinions:

                           (i) the legal opinion of Baker Botts, L.L.P., counsel
                  to the Company and the other Loan Parties, substantially in
                  the form of Exhibit E; and

                           (ii) the legal opinion of local counsel in each of
                  Arizona, Maryland and Ohio.

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative Agent
         may reasonably require.


                                       60
<PAGE>



                  (j) Pledged Stock; Stock Powers. The Administrative Agent
         shall have received the certificates representing the shares of Capital
         Stock pledged pursuant to the Guarantee and Collateral Agreement and
         the Shared Collateral Agreement, together with an undated stock power
         for each such certificate executed in blank by a duly authorized
         officer of the pledgor thereof.

                  (k) Filings, Registrations and Recordings. Each document
         (including any Uniform Commercial Code financing statement) required by
         the Security Documents or under law or reasonably requested by the
         Administrative Agent to be filed, registered or recorded in order to
         create in favor of the Collateral Agent a perfected Lien on the
         Collateral described therein, prior and superior in right to any other
         Person (other than with respect to Liens expressly permitted by Section
         7.3), shall be in proper form for filing, registration or recordation.

                  (l) Solvency Certificate. The Administrative Agent shall have
         received a satisfactory solvency certificate from the chief financial
         officer of the Company that shall document the solvency of the Company
         and its Restricted Subsidiaries on a consolidated basis after giving
         effect to the transactions contemplated hereby.

                  (m) Insurance. The Administrative Agent shall have received
         insurance certificates satisfying the requirements of Section 5.2(a) of
         the Guarantee and Collateral Agreement and Section 5.2(a) of the Shared
         Collateral Agreement.

                  5.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any Loan or issue any Letter of Credit requested to be made
or issued by it on any date (including its initial extension of credit) is
subject to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by any Loan Party in or pursuant to
         the Loan Documents shall be true and correct on and as of such date as
         if made on and as of such date (except those that by their terms are
         limited to a specified date, which shall be true and correct only as of
         such specified date).

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Company or
any Subsidiary Borrower hereunder shall constitute a representation and warranty
by the Company or such Subsidiary Borrower, as the case may be, as of the date
of such extension of credit that the conditions contained in this Section 5.2
have been satisfied.

                  5.3 Additional Conditions to Each Subsidiary Borrower Credit
Event. The agreement of each Lender to make the initial extension of credit
requested to be made by it to any Subsidiary Borrower on any date is also
subject to the satisfaction of the following conditions precedent:


                                       61
<PAGE>


                  (a) Borrowing Subsidiary Agreement. The Administrative Agent
         shall have received the Borrowing Subsidiary Agreement for such
         Subsidiary Borrower executed and delivered by the Company and such
         Subsidiary Borrower.

                  (b) Opinions. The Administrative Agent shall have received a
         favorable written opinion of counsel for such Subsidiary Borrower
         (which counsel shall be reasonably acceptable to the Administrative
         Agent), in form and substance reasonably satisfactory to the
         Administrative Agent, and covering such other matters (including
         matters of the type described in Section 3.9 or 3.10) relating to such
         Subsidiary Borrower or its Borrowing Subsidiary Agreement as the
         Required Lenders shall reasonably request.

                  (c) Other Documents. The Administrative Agent shall have
         received such documents and certificates as the Administrative Agent
         may reasonably request relating to the organization, existence and good
         standing of such Subsidiary Borrower, the authorization of the
         transactions contemplated hereby relating to such Subsidiary Borrower
         and any other legal matters relating to such Subsidiary Borrower, its
         Borrowing Subsidiary Agreement or such transactions, all in form and
         substance reasonably satisfactory to the Administrative Agent.

                        SECTION 6. AFFIRMATIVE COVENANTS

                  The Company hereby agrees that, so long as the Revolving
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, the Company shall and shall cause each of its Restricted Subsidiaries
and, with respect to Section 6.10, each of its Unrestricted Subsidiaries, to:

                  6.1 Financial Statements and Other Information. Furnish to the
Administrative Agent:

                  (a) as soon as available, but in any event within 120 days
         after the end of each fiscal year of the Company, a copy of the audited
         consolidated balance sheet of the Company and its Subsidiaries as at
         the end of such year and the related audited consolidated statements of
         income and of cash flows for such year, setting forth in each case in
         comparative form the figures for the previous year, reported on without
         a "going concern" or like qualification or exception, or qualification
         arising out of the scope of the audit, by Arthur Andersen LLP or other
         independent certified public accountants of nationally recognized
         standing (it being understood that, to the extent the foregoing are
         contained in the Company's Annual Report on Form 10-K, the Company may
         satisfy the foregoing requirement by delivering copies of its Annual
         Report on Form 10-K);

                  (b) as soon as available, but in any event not later than 60
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Company, the unaudited consolidated balance sheet of
         the Company and its Subsidiaries as at the end of such quarter and the
         related unaudited consolidated statements of income and of cash flows
         for such quarter and the portion of the fiscal year through the end of
         such quarter, setting forth in each case in comparative form the
         figures for the previous year, certified by a Responsible Officer as
         being fairly stated in all material respects (subject to normal


                                       62
<PAGE>


         year-end audit adjustments) (it being understood that, to the extent
         the foregoing are contained in the Company's Quarterly Report on Form
         10-Q, the Company may satisfy the foregoing requirement by delivering
         copies of its Quarterly Report on Form 10-Q); and

                  (c) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Company or any Subsidiary with the SEC, or any
         Governmental Authority succeeding to any or all of the functions of the
         SEC, under the Exchange Act.

All such financial statements referred to in Section 6.1(a) and (b) shall be
complete and correct in all material respects and shall be prepared in
reasonable detail and in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods (except as approved by such
accountants or officer, as the case may be, and disclosed therein). The Company
may satisfy the requirements with respect to delivery of the financial
statements, reports, proxy statements and other materials referred to in this
Section 6.1 by making such materials available on either the EDGAR System or its
Home Webpage.

                  6.2 Certificates; Other Information. Furnish to the
Administrative Agent (or, in the case of clause (d), to the relevant Lender):

                  (a) within 10 days after the delivery of the financial
         statements referred to in Section 6.1(a), a certificate of the
         independent certified public accountants reporting on such financial
         statements stating that in making the examination necessary therefor no
         knowledge was obtained of any Default or Event of Default with respect
         to the observance or performance of any agreement contained in Section
         7.1 of this Agreement, except as specified in such certificate (it
         being understood that such certificate shall be limited to the items
         that independent certified public accountants are permitted to cover in
         such certificates pursuant to their professional standards and customs
         of the profession);

                  (b) within 10 days after the delivery of any financial
         statements pursuant to Section 6.1, (i) a certificate of a Responsible
         Officer stating that, to the best of each such Responsible Officer's
         knowledge, no Default or Event of Default has occurred (other than a
         Default in respect of Section 6.1(a), 6.1(b), 6.2(a) or 6.2(b)) except
         as specified in such certificate and (ii) in the case of quarterly or
         annual financial statements, (x) a Compliance Certificate containing
         information and calculations reasonably necessary for determining
         compliance by each Group Member with the provisions of this Agreement
         referred to therein (including, without limitation, Sections 6.9(d)
         (attaching copies of consolidating financial statements of the Company
         and its Restricted Subsidiaries supporting the calculations required
         therefor) and 7.1) as of the last day of the fiscal quarter or fiscal
         year of the Company, as the case may be, and (y) to the extent not
         previously disclosed to the Administrative Agent, a listing of any
         copyrights, trademarks and patents registered by any Loan Party in the
         United State Copyright, Trademark or Patent Offices since the date of
         the most recent list delivered pursuant to this clause (y) (or, in the
         case of the first such list so delivered, since the Closing Date);


                                       63
<PAGE>


                  (c) promptly after the effectiveness thereof, copies of any
         amendment, supplement, waiver or other modification with respect to the
         New Senior Note Indenture or any of the Existing Senior Notes
         Indentures; and

                  (d) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                  6.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except (a) where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the relevant Group Member or (b) where the failure to
so pay, discharge or otherwise satisfy could not reasonably be expected to have
a Material Adverse Effect.

                  6.4 Maintenance of Existence; Compliance. (a)(i) Preserve,
renew and keep in full force and effect its organizational existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Sections 7.4 and 7.5 and except, in the case of
clause (ii) above, to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (b) comply with all Requirements
of Law except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  6.5 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted provided that the foregoing shall not prohibit
any sale, lease, transfer, merger, consolidation, amalgamation, liquidation,
winding-up or dissolution permitted under Section 7.4 or 7.5, and provided
further, that nothing in this clause (a) shall prevent the Company or any
Subsidiary from discontinuing the operation or maintenance of any property if
such discontinuance is, in the reasonable judgment of the Company, desirable in
the conduct of its business or the business of any Subsidiary; and (b) maintain
with financially sound and reputable insurance companies (or pursuant to a
program of self-insurance deemed prudent and consistent with sound business
practice by the board of directors of the Company) insurance on all its property
in at least such amounts and against at least such risks as are usually insured
against in the same general area by companies engaged in the same or a similar
business (or, in lieu of or supplemental to such insurance, adopt such other
plan or method of protection, whether by the establishment of an insurance fund
or reserve to be held and applied to make good losses from casualties or
liabilities, or otherwise, and consistent with sound business practice, as may
be determined by the board of directors of the Company).

                  6.6 Inspection of Property; Books and Records; Discussions.
(a) Keep proper books of records and account in which full, true and correct
entries, as required by GAAP and all Requirements of Law, shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit any representatives designated by the Administrative Agent or any Lender,
upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and its independent accountants, all at
such reasonable times and as often as reasonably


                                       64
<PAGE>


requested provided however, that with respect to discussions with the Company's
independent accountants, the Company shall be given the opportunity to have a
representative present during such discussions; provided, further,
notwithstanding the provisions of Section 11.5, the Administrative Agent or the
Lender making such inspection and visitation hereby releases the Company, its
Affiliates, and their officers, directors, employees, and agents against any
claim for injury to the Administrative Agent or such Lender (or the
representatives thereof) during such inspection and visitation; provided,
further, that neither the Company nor any of its Subsidiaries shall be required
to disclose to the Administrative Agent, any Lender or any agents or
representatives thereof any information which is the subject of attorney-client
privilege or attorney's work-product privilege properly asserted by the
applicable Person to prevent the loss of such privilege in connection with such
information. The Company shall pay or reimburse the reasonable and documented
expenses of the inspections and visitations made by the Administrative Agent and
any Lender pursuant to this Section 6.6, except that such expenses shall not be
the responsibility of the Company more than once per calendar year, unless a
Default has occurred and is continuing at the time of the inspection and
visitation, in which case the Company shall pay or reimburse such expenses.

                  6.7 Notices. Upon a Responsible Officer obtaining knowledge
thereof, promptly give notice to the Administrative Agent of:

                  (a) the occurrence of any Default or Event of Default (other
         than a Default in respect of Section 6.1(a), 6.1(b), 6.2(a) or 6.2(b));

                  (b) any (i) default or event of default under any Contractual
         Obligation of any Group Member or (ii) litigation, investigation or
         proceeding that may exist at any time affecting the Company or any of
         its Subsidiaries, that in either case could reasonably be expected to
         have a Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Company or any
         of its Subsidiaries which relates to any Loan Document;

                  (d) the following events that, alone or together, could
         reasonably be expected to result in liability of the Company and its
         Restricted Subsidiaries in an aggregate amount exceeding $2,500,000, as
         soon as possible and in any event within 30 days after the Company
         knows or has reason to know thereof: (i) the occurrence of any
         Reportable Event with respect to any Plan, a failure to make any
         required contribution to a Plan, the creation of any Lien in favor of
         the PBGC or a Plan or any withdrawal from, or the termination,
         Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the Company or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         termination, Reorganization or Insolvency of, any Plan; and

                  (e) any development or event that has had or could reasonably
         be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.


                                       65
<PAGE>


                  6.8 Environmental Laws. Except where the failure to do so
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect:

                  (a) Comply in all material respects with, and use reasonable
efforts to ensure compliance in all material respects by all tenants and
subtenants, if any, with, all applicable Environmental Laws, and obtain and
comply in all material respects with and maintain, and use reasonable efforts to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws; and

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
applicable Environmental Laws and promptly comply in all material respects with
all lawful orders and directives of all Governmental Authorities regarding
applicable Environmental Laws, except to the extent that any such order or
directive is being contested in good faith by appropriate proceedings and the
pendency of such proceedings could not reasonably be expected to result, in the
aggregate, in a Material Adverse Effect.

                  6.9 Additional Collateral, etc. Subject to Section 11.14:

                  (a) With respect to any property (which would have been
Collateral as of the Closing Date under the terms of the Guarantee and
Collateral Agreement and the Shared Collateral Agreement had such property been
owned as of the Closing Date) acquired after the Closing Date by any Loan Party
(other than (x) any property described in paragraph (b), (c) or (d) below and
(y) property acquired by any Foreign Subsidiary) as to which the Collateral
Agent does not have a perfected Lien, promptly upon the Administrative Agent's
reasonable request (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement and the Shared Collateral
Agreement or such other documents as the Administrative Agent deems reasonably
necessary or advisable to grant to the Collateral Agent a security interest in
such property and (ii) take all actions necessary or advisable to grant to the
Collateral Agent a perfected first priority security interest in such property
(other than Liens permitted by Section 7.3), including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by
the relevant Collateral Agreement or by law or as may be reasonably requested by
the Administrative Agent.

                  (b) With respect to any new Material Subsidiary (other than a
Foreign Subsidiary or Unrestricted Subsidiary) created, acquired or designated
after the Closing Date by any Loan Party (which, for the purposes of this
paragraph (b), shall include any existing Domestic Subsidiary that becomes a
Material Subsidiary or any Material Subsidiary that ceases to be a Foreign
Subsidiary or Unrestricted Subsidiary, as the case may be), promptly, upon the
Administrative Agent's request, (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement and the Shared
Collateral Agreement as the Administrative Agent deems reasonably necessary or
advisable to grant to the Collateral Agent a perfected first priority security
interest in the Capital Stock of such new Material Subsidiary that is owned by
any Loan Party, (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the relevant Loan Party
and (iii) cause such new Material Subsidiary (A) to become a party to the
Guarantee and Collateral Agreement


                                       66
<PAGE>


and the Shared Collateral Agreement, (B) to take such actions necessary or
advisable to grant to the Collateral Agent a perfected first priority security
interest in the Collateral described in the relevant Collateral Agreements with
respect to such new Material Subsidiary (other than Liens permitted by Section
7.3), including the filing of Uniform Commercial Code financing statements in
such jurisdictions as may be required by each Collateral Agreement or by law or
as may be reasonably requested by the Administrative Agent and (C) to deliver to
the Administrative Agent a certificate of such Material Subsidiary,
substantially in the form of Exhibit C, with appropriate insertions and
attachments.

                  (c) With respect to any new direct Foreign Subsidiary which is
a Material Subsidiary (other than an Unrestricted Subsidiary) created or
acquired after the Closing Date by any Loan Party, promptly upon the
Administrative Agent's request (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement and the Shared
Collateral Agreement as the Administrative Agent reasonably deems necessary or
advisable to grant to the Collateral Agent a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by any such
Loan Party (provided that in no event shall more than 66-2/3% of the total
outstanding voting Capital Stock of any such new Subsidiary be required to be so
pledged), (ii) deliver to the Administrative Agent the certificates representing
such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the relevant Loan Party, and take such
other action as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to perfect the Collateral Agent's security
interest therein, and (iii) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

                  (d) If, at any time, the Company and the Subsidiary Guarantors
collectively (after intercompany eliminations of investments in Subsidiaries,
affiliated accounts receivable and intercompany sales) account for less than 80%
of Consolidated Total Assets or less than 80% of Consolidated Total Revenues for
the four fiscal quarters of the Company most recently ended, promptly designate
additional Restricted Subsidiaries as Material Subsidiaries pursuant to an
officers' certificate delivered to the Administrative Agent for such purposes
such that, after giving effect thereto, the Company and the Subsidiary
Guarantors collectively (after intercompany eliminations of investments in
Subsidiaries, affiliated accounts receivable and intercompany sales) account for
greater than 80% of Consolidated Total Assets and greater than 80% of
Consolidated Total Revenues for the four fiscal quarters of the Company most
recently ended, and, in connection with the foregoing, promptly comply with the
requirements of Section 6.9(b).

                  6.10 Agreements Respecting Unrestricted Subsidiaries. (a)
Operate each Unrestricted Subsidiary in such a manner as to make it apparent to
all creditors of such Unrestricted Subsidiary that such Unrestricted Subsidiary
is a legal entity separate and distinct from the Company or any Restricted
Subsidiary and as such is solely responsible for its debts, and such manner
shall include, but shall not be limited to, the maintenance of a separate board
of directors for such Unrestricted Subsidiary.


                                       67
<PAGE>


                  (b) In connection with any Indebtedness, Guarantee Obligations
or other obligations incurred by each Unrestricted Subsidiary, incur such
obligations only to the extent that they constitute Non-Recourse Obligations.

                  6.11 Post-Closing Matters. Complete the matters set forth in
Schedule 5.1 within sixty days after the Closing Date.


                                       68
<PAGE>

                         SECTION 7. NEGATIVE COVENANTS

                  The Company hereby agrees that, so long as the Revolving
Commitments remain in effect, any Letter of Credit remains outstanding or any
Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, the Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                  7.1 Financial Condition Covenants.

                  (a) Consolidated Total Leverage Ratio. Permit the Consolidated
Total Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Company ending with any fiscal quarter set forth below to exceed
the ratio set forth below opposite such fiscal quarter:

<Table>
<Caption>
                                             Consolidated
        Fiscal Quarter Ending               Leverage Ratio
        ---------------------               --------------
<S>                                            <C>
             December 31, 2001                  5.25:1.0
              March 31, 2002                    5.25:1.0
               June 30, 2002                    5.25:1.0
            September 30, 2002                  5.25:1.0
             December 31, 2002                   5.0:1.0
              March 31, 2003                     5.0:1.0
               June 30, 2003                     5.0:1.0
            September 30, 2003                   5.0:1.0
     December 31, 2003 and thereafter           4.75:1.0
</Table>

                  (b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of the Company ending after the Closing Date to be less than 2.0:1.0.

                  (c) Consolidated Senior Secured Leverage Ratio. Permit the
Consolidated Senior Secured Leverage Ratio as at the last day of any period of
four consecutive fiscal quarters of the Company ending with any fiscal quarter
set forth below to exceed the ratio set forth below opposite such fiscal
quarter:


                                       69
<PAGE>


<Table>
<Caption>
                                          Consolidated Senior Secured
           Fiscal Quarter Ending                Leverage Ratio
           ---------------------          ---------------------------
<S>                                            <C>

             December 31, 2001                      4.25:1.0
              March 31, 2002                        4.25:1.0
               June 30, 2002                        4.25:1.0
            September 30, 2002                      4.25:1.0
             December 31, 2002                       4.0:1.0
              March 31, 2003                         4.0:1.0
               June 30, 2003                         4.0:1.0
            September 30, 2003                       4.0:1.0
     December 31, 2003 and thereafter               3.75:1.0
</Table>

                  (d) Consolidated Net Worth. Permit Consolidated Net Worth at
any time to be less than $675,000,000.

                  7.2 Indebtedness. Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:

                  (a) Indebtedness of any Loan Party pursuant to any Loan
         Document;

                  (b) Indebtedness of (i) the Company to any Restricted
         Subsidiary, (ii) any Restricted Subsidiary which is not a Subsidiary
         Guarantor to any Restricted Subsidiary which is not a Subsidiary
         Guarantor, (iii) any Subsidiary Guarantor to the Company or any
         Restricted Subsidiary, (iv) subject to Section 7.8(h), any Restricted
         Subsidiary which is a Foreign Subsidiary to the Company or any other
         Restricted Subsidiary and (v) subject to Section 7.8(v), any Restricted
         Subsidiary which is a Domestic Subsidiary but not a Subsidiary
         Guarantor to the Company or any other Restricted Subsidiary;

                  (c) Guarantee Obligations incurred by (i) the Company of
         obligations of any Subsidiary Guarantor, (ii) any Restricted Subsidiary
         which is not a Subsidiary Guarantor of obligations of any Restricted
         Subsidiary which is not a Subsidiary Guarantor, (iii) any Restricted
         Subsidiary of obligations of the Company or any other Restricted
         Subsidiary, (iv) subject to Section 7.8(h), the Company and any
         Subsidiary Guarantor of obligations of any Restricted Subsidiary which
         is a Foreign Subsidiary and (v) subject to Section 7.8(v), the Company
         and any Subsidiary Guarantor of obligations of any Restricted
         Subsidiary which is a Domestic Subsidiary but not a Subsidiary
         Guarantor;

                  (d) Indebtedness listed on Schedule 7.2(d) and any
         refinancings, refundings, renewals or extensions thereof (without
         increasing the principal amount thereof);

                  (e) Indebtedness incurred to finance the acquisition,
         construction or improvement of any fixed or capital assets (including
         Capital Lease Obligations incurred pursuant to this paragraph (e)), and
         extensions, renewals and replacements of any such


                                       70
<PAGE>


         Indebtedness that do not increase the outstanding principal amount
         thereof, in an aggregate principal amount not to exceed $25,000,000 at
         any one time outstanding;

                  (f) (i) Indebtedness of the Company in respect of the New
         Senior Notes in an aggregate principal amount not to exceed
         $250,000,000 and (ii) Guarantee Obligations of any Subsidiary Guarantor
         in respect of such Indebtedness;

                  (g) Indebtedness of the Company in respect of the Existing
         Senior Notes;

                  (h) Indebtedness under Hedge Agreements; provided such Hedge
         Agreements are entered into for bona fide hedging purposes of the
         Company or its Restricted Subsidiaries (as determined in good faith by
         the board of directors or senior management of the Company) and
         substantially correspond in terms of notional amount, duration,
         currencies and interest rates, as applicable, to Indebtedness of the
         Company or its Restricted Subsidiaries permitted under this Agreement;

                  (i) Indebtedness in respect of the principal component of
         amounts outstanding under Qualified Receivables Transactions in an
         aggregate principal amount not to exceed $170,000,000 at any time and
         Indebtedness of any Receivables Entity under the related Purchase Money
         Notes;

                  (j) Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, assets or
         Capital Stock of a Restricted Subsidiary, provided that the maximum
         aggregate liability in respect of any such Indebtedness shall at no
         time exceed the gross proceeds actually received by the Company and its
         Restricted Subsidiaries in connection with the relevant disposition;

                  (k) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft, instruction or similar
         instrument drawn against insufficient funds in the ordinary course of
         business, provided, however, that such Indebtedness is extinguished
         within five business days of incurrence;

                  (l) Guarantee Obligations of the Company in connection with
         the sale of (i) notes receivable under the PLCAC Agreement so long as
         the aggregate outstanding amount of such Guarantee Obligations does not
         exceed $48,000,000 at any time and (ii) Guarantee Obligations in
         connection with accounts receivable in which the account debtor is an
         entity located outside the United States in connection with the sale of
         such accounts receivable in the ordinary course of business and
         consistent with past practice;

                  (m) Guarantee Obligations of the Company in connection with
         fast lube customer agreements so long as the aggregate outstanding
         principal amount of Indebtedness of fast lube customers so guaranteed
         does not exceed $11,700,000 at any time;

                  (n) Indebtedness (i) assumed in connection with the
         acquisition of any assets or (ii) of any Person that becomes a
         Subsidiary after the date hereof; provided that (A) in the case of
         clause (i), such Indebtedness is not created in contemplation of or in
         connection


                                       71
<PAGE>


         with such acquisition, (B) in the case of clause (ii), such
         Indebtedness exists at the time such Person becomes a Subsidiary and is
         not created in contemplation of or in connection with such Person
         becoming a Subsidiary and (C) the aggregate principal amount of
         Indebtedness permitted by this clause (n) shall not exceed $25,000,000
         at any time outstanding;

                  (o) Indebtedness incurred in respect of workers' compensation
         claims, self-insurance obligations, performance, surety and similar
         bonds and completion guarantees provided by the Company or a Restricted
         Subsidiary in the ordinary course of business;

                  (p) Capital Lease Obligations in an aggregate principal amount
         not to exceed $70,000,000 at any one time outstanding;

                  (q) Capital Lease Obligations arising out of the leasing of
         assets pursuant to Sale-Leaseback Transactions permitted hereunder;

                  (r) Indebtedness in currencies other than Dollars in an
         aggregate principal amount (based on the Dollar Equivalent thereof),
         together with the Dollar Equivalent of the aggregate principal amount
         of the Foreign Currency Loans, not to exceed the Foreign Currency
         Equivalent of $75,000,000;

                  (s) Indebtedness in respect of take-or-pay or put-or-pay
         agreements in the ordinary course of business;

                  (t) Limited Recourse Obligations; and

                  (u) additional Indebtedness of the Company or any of its
         Restricted Subsidiaries in an aggregate principal amount (for the
         Company and all Restricted Subsidiaries) not to exceed $30,000,000 at
         any one time outstanding.

                  7.3 Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except:

                  (a) Liens for taxes, assessments or other governmental charges
         or claims not yet due or that are being contested in good faith by
         appropriate proceedings, provided that adequate reserves with respect
         thereto are maintained on the books of the Company or its Restricted
         Subsidiaries, as the case may be, in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business that are not overdue for a period of more than 30 days or that
         are being contested in good faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation or securing liability to insurance carriers under insurance
         or self-insurance in the ordinary course of business;

                  (d) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, subleases or
         licenses, statutory obligations, surety and appeal bonds, performance
         bonds and other obligations of a like nature incurred in the ordinary


                                       72
<PAGE>


         course of business, or deposits as security for contested taxes (so
         long as adequate reserves with respect thereto are maintained on the
         books of the Company and its Restricted Subsidiaries, as the case may
         be, in conformity with GAAP) or import or customs duties or for the
         payment of rent, in each case incurred in the ordinary course of
         business;

                  (e) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business that, in the
         aggregate, are not substantial in amount and that do not in any case
         materially detract from the value of the property subject thereto or
         materially interfere with the ordinary conduct of the business of the
         Company or any of its Restricted Subsidiaries;

                  (f) Liens in existence on the date hereof listed on Schedule
         7.3(f), securing Indebtedness permitted by Section 7.2 (and Liens
         securing any permitted refinancing, refunding, renewal or extension
         thereof), provided that no such Lien is spread to cover any additional
         property after the Closing Date (other than pursuant to the terms
         thereof as in effect on the date hereof) and that the amount of
         Indebtedness secured thereby is not increased;

                  (g) Liens securing Indebtedness of the Company or any other
         Restricted Subsidiary incurred pursuant to Section 7.2(e) to finance
         the acquisition, construction or improvement of fixed or capital
         assets, including Capital Lease Obligations, provided that (i) such
         Liens shall be created within 180 days after the acquisition or the
         completion of such construction or improvement of such fixed or capital
         assets, (ii) such Liens do not at any time encumber any property other
         than the property financed by such Indebtedness and any after-acquired
         assets or property affixed or appurtenant thereto and proceeds in
         respect thereof and (iii) the amount of Indebtedness secured thereby is
         not increased;

                  (h) Liens created pursuant to the Security Documents;

                  (i) any interest or title of a lessor or licensor under any
         lease, sublease, license or similar agreement entered into by the
         Company or any Restricted Subsidiary in the ordinary course of its
         business and covering only the assets so leased;

                  (j) judgment Liens not giving rise to an Event of Default so
         long as (i) such Lien is adequately bonded within 30 days of the
         creation thereof and any appropriate legal proceedings which may have
         been duly initiated for the review of such judgment have not been
         finally terminated or the period within which such proceedings may be
         initiated has not expired, unless such legal proceedings could
         reasonably be expected to have a Material Adverse Effect and (ii) the
         holder of such judgment has not attached or seized any assets of the
         Company or the Restricted Subsidiaries or commenced any legal
         proceedings in respect thereof;

                  (k) Liens arising solely by virtue of any statutory or common
         law provisions relating to banker's Liens, rights of set-off or similar
         rights and remedies as to deposit accounts or other funds maintained
         with a depositary institution, including dedicated cash collateral
         accounts to secure obligations under letters of credit;


                                       73
<PAGE>


                  (l) Liens on property (and after-acquired assets or property
         affixed or appurtenant thereto and proceeds in respect thereof) of a
         Person at the time such Person becomes a Restricted Subsidiary;
         provided that (i) such Liens are not created, incurred or assumed in
         connection with, or in contemplation of, such other Person becoming a
         Restricted Subsidiary; (ii) any such Lien shall cover only the property
         of the Person becoming a Restricted Subsidiary and shall not extend to
         any other property owned by the Company or any other Restricted
         Subsidiary; and (iii) any such Lien does not by its terms secure any
         Indebtedness other than Indebtedness existing immediately prior to the
         time such Person becomes a Restricted Subsidiary;

                  (m) Liens on property existing at the time the Company or a
         Restricted Subsidiary acquired the property (and after-acquired assets
         or property affixed or appurtenant thereto and proceeds in respect
         thereof); provided that (i) such Liens are not created, incurred or
         assumed in connection with, or in contemplation of, such acquisition,
         (ii) such Liens may not extend to any other property owned by the
         Company or any Restricted Subsidiary and (iii) such Liens do not by
         their terms secure any Indebtedness other than Indebtedness existing
         immediately prior to the time such property is acquired;

                  (n) Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or a Subsidiary Guarantor
         (other than a Receivables Entity) and Liens securing Indebtedness or
         other obligations of a Restricted Subsidiary which is not a Subsidiary
         Guarantor owing to another Restricted Subsidiary which is not a
         Subsidiary Guarantor;

                  (o) Liens on assets transferred to a Receivable Entity or on
         assets of a Receivables Entity, in either case incurred in connection
         with a Qualified Receivables Transaction;

                  (p) Liens arising out of consignment or similar arrangements
         for the sale of goods entered into by the Company or any Restricted
         Subsidiary in the ordinary course of business in accordance with
         industry practice;

                  (q) customary Liens for the fees, costs and expenses of
         trustees and escrow agents pursuant to an indenture, escrow agreement
         or similar agreement establishing a trust or escrow arrangement;

                  (r) Liens on property (and after-acquired assets or property
         affixed or appurtenant thereto and proceeds in respect thereof) that is
         subject to a Sale-Leaseback Transaction or Capital Lease Obligation
         permitted under this Agreement;

                  (s) Liens securing reimbursement obligations in respect of (i)
         documentary letters of credit, provided that such Liens cover only the
         documents, the goods covered thereby and the proceeds thereof or cash
         collateral provided with respect thereto (not in excess of the undrawn
         face amount thereof), and (ii) bankers' acceptances created in respect
         of drawings under such letters of credit, provided that such Liens
         cover only the specific goods financed under such letter of credit and
         the proceeds thereof;


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<PAGE>


                  (t) Liens arising from the Uniform Commercial Code financing
         statement filings regarding operating leases entered into by the
         Company and its Restricted Subsidiaries in the ordinary course of
         business;

                  (u) Liens on accounts receivable in which the account debtor
         is an entity located outside the United States in connection with the
         sale of such accounts receivable in the ordinary course of business and
         consistent with past practice;

                  (v) Limited Recourse Stock Pledges; and

                  (w) Liens not otherwise permitted by this Section so long as
         neither (i) the aggregate outstanding principal amount of the
         obligations secured thereby nor (ii) the aggregate fair market value
         (determined as of the date such Lien is incurred) of the assets subject
         thereto exceeds (as to the Company and all Restricted Subsidiaries)
         $30,000,000 at any one time.

                  7.4 Fundamental Changes. Enter into any merger, consolidation
or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

                  (a) any Person may be merged, amalgamated or consolidated with
         or into the Company (provided that the Company shall be the continuing
         or surviving corporation) or with or into any Restricted Subsidiary
         (provided that, except to the extent permitted under Section 7.8(h) or
         7.8(v), if such Restricted Subsidiary is a Subsidiary Guarantor, the
         continuing or surviving corporation shall also be a Subsidiary
         Guarantor);

                  (b) any Restricted Subsidiary may Dispose of any or all of its
         assets (i) to the Company or any Restricted Subsidiary (upon voluntary
         liquidation or otherwise) or (ii) pursuant to a Disposition permitted
         by Section 7.5 (other than Section 7.5 (c)), provided that except to
         the extent permitted under Section 7.8(h) or 7.8(v), if any such
         Restricted Subsidiary Disposing of any or all of its assets to another
         Restricted Subsidiary is a Subsidiary Guarantor, the Restricted
         Subsidiary to which such assets are sold or transferred must also be a
         Subsidiary Guarantor;

                  (c) any Investment expressly permitted by Section 7.8 may be
         structured as a merger, consolidation or amalgamation;

                  (d) any Restricted Subsidiary may liquidate or dissolve if the
         Company determines in good faith that such liquidation or dissolution
         is in the best interests of the Company and is not materially
         disadvantageous to the Lenders; and

                  (e) the Company may merge with an Affiliate incorporated
         solely for the purpose of reincorporating the Company in another
         jurisdiction within the United States in order to realize tax benefits,
         so long as (i) no Default or Event of Default shall have occurred and
         be continuing or would result therefrom, (ii) such merger does not
         materially adversely affect the rights of the Lenders, (iii) the
         continuing or surviving corporation expressly assumes all of the
         obligations of the Company hereunder pursuant to assumption documents
         reasonably satisfactory to the Administrative Agent and (iv) each
         document (including any Uniform Commercial Code financing statement)
         required


                                       75
<PAGE>


         by the Security Documents or under law or reasonably requested by the
         Administrative Agent to be filed, registered or recorded in order to
         maintain in favor of the Collateral Agent a perfected Lien on the
         Collateral effected thereby shall have been filed, registered or
         recorded.

                  7.5 Disposition of Property. Dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any Restricted
Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital
Stock to any Person, except:

                  (a) the Disposition of obsolete or worn out property in the
         ordinary course of business;

                  (b) the sale of inventory and Cash Equivalents in the ordinary
         course of business;

                  (c) Dispositions permitted by Section 7.4(a), (b) and (d);

                  (d) the sale or issuance of any Restricted Subsidiary's
         Capital Stock (i) to the Company or any Restricted Subsidiary, (ii) in
         connection with the allocation of directors' qualifying shares of such
         Capital Stock or (iii) to the shareholders of such Restricted
         Subsidiary in connection with the formation thereof;

                  (e) the Disposition of any Unrestricted Subsidiary by the
         Company or any Restricted Subsidiary;

                  (f) Dispositions of current or former lube stores and
         associated assets (including, without limitation, undeveloped lube
         store properties), provided that the Net Cash Proceeds of such
         Disposition shall be applied, at the Company's option, (i) toward the
         permanent reduction of the Revolving Commitments as set forth in
         Section 2.7(b) or (ii) reinvested within 180 days after such
         Disposition in other lube stores and associated assets (including,
         without limitation, undeveloped lube store properties);

                  (g) the Disposition of the Capital Stock or assets consisting
         of the Slick 50 division of Blue Coral-Slick 50, Ltd., Blue Coral-Slick
         50, Inc., Petrolon Europe Ltd. and/or Blue Coral, Inc. (collectively,
         the "Slick 50 Companies") and any related assets owned by the Company
         or any Restricted Subsidiary and used in the conduct of the Slick 50
         business, provided that (i) if such Disposition does not occur within
         180 days after the Closing Date, the Net Cash Proceeds of such
         Disposition pursuant to this Section 7.5(g) shall be applied toward the
         permanent reduction of the Revolving Commitments as set forth in
         Section 2.7(b) and (ii) any Disposition pursuant to this paragraph
         shall only be permitted pursuant to this Section 7.5(g) to the extent
         it constitutes a Disposition of the assets consisting of the Slick 50
         division of the Slick 50 Companies and any related assets owned by the
         Company or any Restricted Subsidiary and used in the conduct of the
         Slick 50 business as of the Closing Date and any assets consisting of
         the Slick 50 division acquired by the Slick 50 Companies or any such
         related assets in the ordinary course of business;


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<PAGE>


                  (h) Dispositions of property, within 180 days after the
         acquisition of such property, in connection with a Sale-Leaseback
         Transaction with respect to such property, so long as any Capital Lease
         Obligations related thereto are permitted under Section 7.2;

                  (i) Dispositions of property in connection with Sale-Leaseback
         Transactions that result in the creation of Capital Lease Obligations
         of the Company or its Restricted Subsidiaries otherwise permitted by
         Section 7.2;

                  (j) sales of accounts receivable and related assets or an
         interest therein of the type specified in the definition of "Qualified
         Receivables Transaction" made in connection with a Qualified
         Receivables Transaction;

                  (k) the licensing or sublicensing of intellectual property or
         other general intangibles and licenses, leases or subleases of other
         property in the ordinary course of business which do not materially
         interfere with the business of the Company and its Restricted
         Subsidiaries;

                  (l) sales of notes receivable (including, without limitation,
         any collateral securing such notes, all contracts and guarantees or
         other obligations in respect thereof and all proceeds of the foregoing)
         pursuant to the PLCAC Agreement;

                  (m) sales of Indebtedness of fast lube customers in connection
         with the financing thereof so long as the aggregate outstanding
         principal amount of such Indebtedness does not exceed $11,700,000 at
         any time;

                  (n) sales of accounts receivable in which the account debtor
         is an entity located outside the United States in the ordinary course
         of business and consistent with past practice;

                  (o) Dispositions permitted by Section 7.6 or 7.8;

                  (p) any operating leases entered into in the ordinary course
         of business;

                  (q) in connection with and to the extent required to effect an
         Investment permitted under Section 7.8, any rights offering to all the
         shareholders of Pennzoil-Quaker State India Limited, Pennzoil-Quaker
         State France S.A. or any other Foreign Subsidiary for which such rights
         offering is the only alternative allowed under applicable law to
         increase paid-in capital; and

                  (r) the Disposition of property having a fair market value not
         to exceed in the aggregate for any fiscal year of the Company an amount
         equal to 10% of Consolidated Net Tangible Assets as of the end of the
         immediately preceding fiscal year of the Company, provided that the
         aggregate fair market value of property Disposed in connection with
         Sale-Leaseback Transactions pursuant to this paragraph (r) shall not
         exceed an amount equal to 5% of Consolidated Net Tangible Assets as of
         the end of the immediately preceding fiscal year of the Company.

                  7.6 Restricted Payments. Declare or pay any dividend (other
than dividends payable solely in Capital Stock of the Person making such
dividend or in options, warrants or


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<PAGE>


other rights to purchase such Capital Stock of such Person) on, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of,
any Capital Stock of any Group Member, whether now or hereafter outstanding, or
make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of any Group Member (collectively,
"Restricted Payments"), except that, so long as no Default or Event of Default
shall have occurred and be continuing:

                  (a) any Restricted Subsidiary may make Restricted Payments to
the Company or any Subsidiary (and if such Restricted Subsidiary is not a Wholly
Owned Subsidiary, to its other holders of common Capital Stock on a pro rata
basis);

                  (b) the Company may pay dividends to its shareholders in an
aggregate amount not to exceed (i) $2,500,000 for the period of the 2001 fiscal
year of the Company following the Closing Date and (ii) $10,000,000 in any
fiscal year of the Company thereafter; provided that such amount may be
increased by the proportionate amount by which the number of outstanding shares
of Capital Stock of the Company is increased after the Closing Date as a result
of the issuance of any such Capital Stock by the Company (i) for cash or in
consideration for the retirement of Indebtedness of the Company or any
Restricted Subsidiary or (ii) pursuant to any of its employee benefits or
compensation plans; provided, further, that the Company may pay a dividend to
its shareholders pursuant to this clause (b), notwithstanding that a Default or
Event of Default has occurred and is continuing at the time of such payment, if
such dividend was declared at a time when no Default or Event of Default had
been occurring and continuing;

                  (c) any defeasance, purchase or redemption of Capital Stock of
the Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary or an employee stock
ownership plan or similar trust to the extent such sale to an employee stock
ownership plan or similar trust is financed by loans from or guaranteed by the
Company or any Restricted Subsidiary unless such loans have been repaid with
cash on or prior to the date of determination);

                  (d) the purchase, redemption or other acquisition,
cancellation or retirement for value (either directly or through an
intermediary) of Capital Stock, or options, warrants, equity appreciation rights
or other rights to purchase or acquire Capital Stock of the Company or any
Restricted Subsidiary of the Company held by any existing or former employees or
management of the Company or any Subsidiary of the Company or their assigns,
estates or heirs, in each case in connection with the repurchase provisions
under employee stock option or stock purchase agreements or other agreements to
compensate management employees; provided that such redemptions or repurchases
pursuant to this clause will not exceed $2,000,000 in the aggregate during any
calendar year and $5,000,000 in the aggregate for all such redemptions and
repurchases subsequent to the Closing Date;

                  (e) the purchase by the Company of fractional shares arising
out of stock dividends, splits or combinations or business combinations;

                  (f) the acquisition in open-market purchases of the Company's
common Capital Stock for contributions to its employee stock purchase and
deferred compensation plans in the


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<PAGE>


ordinary course of business or payments in settlement of stock appreciation
rights existing on the Closing Date in an amount not to exceed (i) $500,000 for
the period of the 2001 fiscal year of the Company following the Closing Date,
(ii) $2,000,000 in any fiscal year of the Company thereafter or (iii) $4,000,000
in the aggregate subsequent to the Closing Date; and

                  (g) repricing of employee stock options or repurchases of
Capital Stock deemed to occur upon the exercise of stock options if such Capital
Stock represents a portion of the exercise price thereof.

                  7.7 Capital Expenditures. Make or commit to make any Capital
Expenditure, except Capital Expenditures of the Company and its Restricted
Subsidiaries which, when added to the aggregate amount of Permitted Acquisitions
pursuant to 7.8(f), do not exceed $70,000,000 during the 2001 fiscal year of the
Company, $90,000,000 during the 2002 fiscal year of the Company, $95,000,000
during the 2003 fiscal year of the Company or $100,000,000 during the 2004
fiscal year of the Company; provided that 50% of such permitted Capital
Expenditures and Permitted Acquisitions not expended in any fiscal year of the
Company may be carried forward into the next succeeding fiscal year of the
Company; provided further that any amounts carried forward from a prior fiscal
year of the Company may not be carried forward into the next succeeding fiscal
year of the Company.

                  7.8 Investments. Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
Permitted Acquisition of, or make any other investment in, any Person (all of
the foregoing, "Investments"), except:

                  (a) extensions of trade credit in the ordinary course of
         business;

                  (b) investments in cash and Cash Equivalents in the ordinary
         course of business;

                  (c) Guarantee Obligations permitted by Section 7.2;

                  (d) loans and advances to employees, officers and directors of
         any Group Member in the ordinary course of business (including for
         travel, entertainment and relocation expenses) in an aggregate amount
         for all Group Members not to exceed $2,000,000 at any one time
         outstanding;

                  (e) intercompany Investments by any Group Member in the
         Company or any Person that, prior to such investment, is a Subsidiary
         Guarantor;

                  (f) Permitted Acquisitions the aggregate amount of which, when
         added to the aggregate amount of Capital Expenditures, do not exceed
         $70,000,000 during the 2001 fiscal year of the Company, $90,000,000
         during the 2002 fiscal year of the Company, $95,000,000 during the 2003
         fiscal year of the Company or $100,000,000 during the 2004 fiscal year
         of the Company; provided that 50% of such permitted Capital
         Expenditures and Permitted Acquisitions not expended in any fiscal year
         of the Company may be carried forward into the next succeeding fiscal
         year of the Company; provided further that any amounts carried forward
         from a prior fiscal year of the Company may not be carried forward into
         the next succeeding fiscal year of the Company;


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<PAGE>


                  (g) Investments (i) to the extent made with the proceeds of
         the issuance of the Capital Stock of the Company within six months
         after such issuance (it being understood that, to the extent such
         proceeds are used to finance such Investments, such proceeds may not be
         used to make Capital Expenditures except to the extent such Investments
         constitute Capital Expenditures) or (ii) to the extent the
         consideration for which consists of Capital Stock of the Company;

                  (h) subject to Section 6.9(d), Investments in Foreign
         Subsidiaries by the Company or any Subsidiary Guarantor in an aggregate
         amount (after giving effect to any reductions in the aggregate amount
         of Investments made pursuant to this clause (h) as a result of the
         receipt of cash due to the Disposition thereof, including through
         liquidation, repayment or other reduction, including by way of
         Disposition, dividend or distribution, the aggregate amount of such
         reductions not to exceed the aggregate amount of such Investments
         outstanding and previously made pursuant to this clause (h)) not to
         exceed $30,000,000, provided that the Company or any Subsidiary
         Guarantor may make additional Investments in Foreign Subsidiaries in an
         aggregate amount not to exceed $20,000,000 if, at the time of such
         Investment and after giving effect thereto, the Consolidated Total
         Leverage Ratio as at the last day of the most recently ended fiscal
         quarter of the Company is less than or equal to 3.0:1.0, provided,
         further, that for purposes of this clause (h), any recharacterization
         of any existing Investment in a Foreign Subsidiary shall not be deemed
         to be an additional Investment in such Foreign Subsidiary and any
         Investment by any Subsidiary Guarantor in any Foreign Subsidiary which
         is financed with the proceeds of an Investment in such Subsidiary
         Guarantor by any Restricted Subsidiary which is not a Subsidiary
         Guarantor shall not be included for purposes of determining compliance
         with the limits set forth in this clause (h);

                  (i) Investments by the Company or a Restricted Subsidiary in a
         Receivables Entity or any Investment by a Receivables Entity in any
         other Person, in each case, in connection with a Qualified Receivables
         Transaction, provided, however, that any Investment in any such Person
         is in the form of a Purchase Money Note or any equity interest or
         interests in accounts receivable and related assets generated by the
         Company or a Restricted Subsidiary and transferred to any Person in
         connection with a Qualified Receivables Transaction or any such Person
         owning such accounts receivable;

                  (j) loans made or repurchased pursuant to the PLCAC Agreement
         or the financing contemplated by the agreements referred to in Section
         7.2(m);

                  (k) the repurchase of accounts receivable in which the account
         debtor is an entity located outside the United States in the ordinary
         course of business and consistent with past practice;

                  (l) in addition to Investments otherwise expressly permitted
         by this Section, Investments by the Company or any of its Restricted
         Subsidiaries in an aggregate amount (valued at cost) not to exceed (i)
         $1,900,000 for the period of the 2001 fiscal year of the Company
         following the Closing Date or (ii) $7,500,000 in any fiscal year of the
         Company thereafter (after giving effect to any reductions in the
         aggregate amount of Investments made pursuant to this clause (l) as a
         result of the receipt of cash due to the Disposition thereof, including
         through liquidation, repayment or other reduction,


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<PAGE>


         including by way of Disposition, dividend or distribution, the
         aggregate amount of such reductions not to exceed the aggregate amount
         of such Investments outstanding and previously made pursuant to this
         clause (l));

                  (m) loans or advances to employees or directors of the Company
         or any Restricted Subsidiary the proceeds of which are used to purchase
         Capital Stock of the Company in an aggregate amount not in excess of
         $2,000,000 at any one time outstanding;

                  (n) Investments in any Joint Venture or Unrestricted
         Subsidiary made during any fiscal year of the Company or within 45 days
         after the end of such fiscal year in amounts that, together with all
         other Investments made in such Joint Venture or Unrestricted Subsidiary
         during such fiscal year in reliance on this clause (n) during such
         fiscal year or within 45 days after the end of such fiscal year, do not
         exceed the amount of dividends or distributions previously paid during
         such fiscal year to the Company or any Restricted Subsidiary by such
         Joint Venture or Unrestricted Subsidiary;

                  (o) notes receivable owing to the Company or any Restricted
         Subsidiary in the ordinary course of business and consistent with past
         practice in an additional amount not to exceed (i) $10,000,000 for the
         period of the 2001 fiscal year of the Company following the Closing
         Date and (ii) $30,000,000 in any fiscal year of the Company thereafter;

                  (p) Investments received in settlement of debts created in the
         ordinary course of business and owing to the Company or any Restricted
         Subsidiary or in satisfaction or settlement of judgments, litigations
         or arbitrations, or pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of a debtor;

                  (q) Investments made as a result of the receipt of (i)
         non-cash consideration from a Disposition that was made pursuant to and
         in compliance with this Agreement in an aggregate amount (valued at
         cost) not to exceed 20% of the consideration for any such Disposition
         and (ii) securities, notes or other obligations received by the Company
         or any Restricted Subsidiary from the transferee that are promptly
         converted or monetized by the Company or such Restricted Subsidiary
         into cash;

                  (r) Investments in existence on the Closing Date;

                  (s) Hedging Agreements, commodity price protection agreements
         and commodity hedging agreements, in each case incurred in compliance
         with this Agreement;

                  (t) Limited Recourse Stock Pledges and Investments resulting
         from Limited Recourse Obligations;

                  (u) endorsements of negotiable instruments and documents in
         the ordinary course of business;

                  (v) Investments by any Restricted Subsidiary which is not a
         Subsidiary Guarantor in any other Restricted Subsidiary which is not a
         Subsidiary Guarantor;


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<PAGE>


                  (w) subject to Section 6.9(d), Investments by the Company or
         any Subsidiary Guarantor in any Domestic Subsidiary which is not a
         Subsidiary Guarantor;

                  (x) Investments consisting of loans made by the Company or any
         Subsidiary Borrower to any Foreign Subsidiary financed with the
         proceeds of any Foreign Currency Loan; and

                  (y) Permitted Acquisitions or other acquisitions of assets
         (other than Capital Stock or Indebtedness of a Person which is not a
         Restricted Subsidiary after giving effect to such transaction) financed
         with (i) the Net Cash Proceeds of any Disposition (other than a
         Disposition in connection with a Sale-Leaseback Transaction) permitted
         under Section 7.5 to the extent such Net Cash Proceeds are used to
         finance such expenditure within 12 months after such Disposition or
         (ii) a contemporaneous exchange of like-kind assets of equivalent
         value.

                  7.9 Optional Payments and Modifications of Certain Debt
Instruments; Synthetic Purchase Agreements. (a) Make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to
the New Senior Notes or the Existing Senior Notes, other than (i) the payment,
prepayment, repurchase, redemption or defeasance of up to $87,500,000 in
principal amount of the New Senior Notes with the proceeds of the sale or
issuance of the Company's Capital Stock pursuant to the terms of the New Senior
Note Indenture, (ii) payments in connection with the exercise of put rights by
the holders of the 9.40% Senior Notes Due 2002 pursuant to the terms of the 1999
Indenture and the repurchase of the 9.40% Senior Notes Due 2002 in the open
market by the Company and (iii) any payment, prepayment, repurchase, redemption
or defeasance of the Existing Senior Notes made with the proceeds of the
issuance of the Company's Capital Stock; (b) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver or other
change to, any of the terms of the New Senior Notes or any of the Existing
Senior Notes that would shorten the maturity or increase the amount of any
payment of principal thereof or increase the rate or shorten any date for
payment of interest thereon and does not involve the payment of a consent fee;
(c) enter into or be party to, or make any payment under, any Synthetic Purchase
Agreement; or (d) amend, modify, waive or otherwise change, or consent or agree
to any amendment, modification, waiver or other change to, any of the terms of
the Excel Paralubes Partner Loan Agreement, the Excel Paralubes Sponsor
Agreement, the PLCAC Agreement or any agreement referred to in Section 7.2(m),
in each case that would materially adversely affect the rights of the Lenders,
taken as a whole, provided that any amendment, modification, waiver or other
change that increases or could increase the financial obligations of the Company
or its Restricted Subsidiaries under any such agreement shall be deemed to
materially adversely affect the rights of the Lenders. In addition, the Company
shall not (i) permit any Unrestricted Subsidiary to make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to
the New Senior Notes or the Existing Senior Notes that could not be made
directly by the Company in accordance with the provisions of this Section 7.9 or
(ii) furnish any funds to or make any Investment in an Unrestricted Subsidiary
or other Person for purposes of enabling it to make any such payment,
prepayment, repurchase, redemption, defeasance or segregation.


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<PAGE>


                  7.10 Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than the Company or any Restricted Subsidiary) unless such
transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary
course of business of the relevant Group Member, and (c) upon fair and
reasonable terms no less favorable to the relevant Group Member than it would
obtain in a comparable arm's length transaction with a Person that is not an
Affiliate.

                  The preceding paragraph will not apply to:

                  (ii) any Restricted Payment permitted to be made pursuant to
         this Agreement;

                  (iii) any issuance of securities, or other payments, awards or
         grants in cash, securities or otherwise pursuant to, or the funding of,
         employment arrangements, stock options and stock ownership plans and
         other reasonable fees, compensation, benefits and indemnities paid or
         entered into by the Company or its Restricted Subsidiaries in the
         ordinary course of business, or indemnification pursuant to the
         Company's or a Restricted Subsidiary's charter or by-laws or applicable
         corporate law, to or with officers, directors or employees of the
         Company and its Restricted Subsidiaries;

                  (iv) loans or advances to officers, employees or directors in
         the ordinary course of business of the Company or any of its Restricted
         Subsidiaries to the extent permitted under this Agreement;

                  (v) any transaction between or among the Company and/or
         Restricted Subsidiaries (other than Receivable Entities) to the extent
         permitted under this Agreement;

                  (vi) the payment of reasonable and customary fees and other
         compensation paid to, and indemnity provided on behalf of, officers,
         directors or employees of the Company or any Restricted Subsidiary of
         the Company;

                  (vii) the performance of obligations of the Company or any of
         its Restricted Subsidiaries under the terms of the agreements set forth
         on Schedule 7.10, as to which the Company or any of its Restricted
         Subsidiaries is a party, on the one hand, and an Affiliate other than
         the Company or a Restricted Subsidiary, on the other hand, on the
         Closing Date, as these agreements may be amended modified or
         supplemented from time to time; provided, however, that any future
         amendment, modification or supplement entered into after the Closing
         Date will be permitted only to the extent that its terms are not more
         materially disadvantageous, taken as a whole, to the Lenders than the
         terms of the agreements in effect on the Closing Date;

                  (viii) sales or other transfers or dispositions of accounts
         receivable and other related assets customarily transferred in an asset
         securitization transaction involving accounts receivable to a
         Receivables Entity in a Qualified Receivables Transaction, and
         Investments in connection with a Qualified Receivables Transaction, in
         each case to the extent permitted under this Agreement; and


                                       83
<PAGE>


                  (ix) sales of Capital Stock of the Company to the extent not
         prohibited by this Agreement.

                  7.11 Changes in Fiscal Periods. Permit the fiscal year of the
Company to end on a day other than December 31 or change the Company's method of
determining fiscal quarters.

                  7.12 Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of any Group
Member to create, incur, assume or suffer to exist any Lien upon any of its
property or revenues, whether now owned or hereafter acquired, to secure its
obligations under the Loan Documents to which it is a party other than (a) this
Agreement and the other Loan Documents, (b) the Existing Senior Indentures and
the New Senior Note Indenture and (c) any agreements containing encumbrances or
restrictions on the assets of the Company and its Material Subsidiaries
otherwise permitted by Section 7.13(ii), (iii), (iv), (v), (vi), (vii), (ix) and
(x) (in which case, any prohibition or limitation shall only be effective
against the assets so encumbered or restricted).

                  7.13 Clauses Restricting Subsidiary Distributions. Enter into
or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary of the Company to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay any Indebtedness owed to, the Company or any other Restricted Subsidiary
of the Company, (b) make loans or advances to, or other Investments in, the
Company or any other Restricted Subsidiary of the Company or (c) transfer any of
its assets to the Company or any other Restricted Subsidiary of the Company,
except for such encumbrances or restrictions existing under or by reason of:

                  (i) any encumbrance or restriction existing under the Loan
         Documents or the New Senior Note Indenture;

                  (ii) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement relating to any
         Indebtedness incurred by a Restricted Subsidiary on or before the date
         on which such Restricted Subsidiary was acquired by the Company (other
         than Indebtedness incurred as consideration in, or to provide all or
         any portion of the funds utilized to consummate, the transaction or
         series of related transactions pursuant to which such Restricted
         Subsidiary became a Restricted Subsidiary or was acquired by the
         Company or in contemplation of the transaction) and outstanding on such
         date;

                  (iii) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement effecting a refunding,
         replacement or refinancing of Indebtedness incurred pursuant to an
         agreement referred to in clause (ii) of this paragraph or this clause
         (iii) or contained in any amendment to an agreement referred to in
         clause (ii) of this paragraph or this clause (iii); provided, however,
         that the encumbrances and restrictions with respect to such Restricted
         Subsidiary contained in any such agreement are no less favorable in any
         material respect to the Lenders than the encumbrances and restrictions
         contained in such agreements referred to in clause (ii) of this
         paragraph on the Closing Date or the date such Restricted Subsidiary
         became a Restricted Subsidiary, whichever is applicable;


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                  (iv) in the case of clause (c) of the first paragraph of this
         covenant, any encumbrance or restriction:

                           (A) that restricts in a customary manner the
                  subletting, assignment or transfer of any property or asset
                  that is subject to a lease, license or similar contract, or
                  the assignment or transfer of any such lease, license or other
                  contract;

                           (B) contained in mortgages, pledges or other security
                  agreements permitted under this Agreement securing
                  Indebtedness of the Company or a Restricted Subsidiary to the
                  extent such encumbrances or restrictions restrict the transfer
                  of the property subject to such mortgages, pledges or other
                  security agreements;

                           (C) any restrictions in agreements governing Capital
                  Lease Obligations or Sale-Leaseback Transactions, to the
                  extent such restrictions relate to the property or assets that
                  are the subject of such Capital Lease Obligations or
                  Sale-Leaseback Transactions; and

                           (D) pursuant to customary provisions restricting
                  dispositions of real property interests set forth in any
                  reciprocal easement agreements of the Company or any
                  Restricted Subsidiary to the extent permitted under this
                  Agreement;

                  (v) purchase money obligations for property acquired in the
         ordinary course of business that impose encumbrances or restrictions of
         the nature described in clause (c) of the first paragraph of this
         covenant on the property so acquired;

                  (vi) any restriction with respect to a Restricted Subsidiary
         (or any of its property or assets) imposed pursuant to an agreement
         entered into for the direct or indirect sale or disposition of assets
         (including the Capital Stock or assets of such Restricted Subsidiary)
         (or the property or assets that are subject to such restriction)
         pending the closing of such sale or disposition;

                  (vii) encumbrances or restrictions arising or existing by
         reason of applicable law or any applicable rule, regulation or order;

                  (viii) customary provisions with respect to the disposition or
         distribution of assets or property in joint venture agreements;

                  (ix) any Purchase Money Note or other Indebtedness or
         contractual requirements incurred with respect to a Qualified
         Receivables Transaction relating exclusively to a Receivables Entity
         that, in the good faith determination of the board of directors or
         senior management of the Company, are necessary to effect such
         Qualified Receivables Transaction; and

                  (x) pursuant to agreements listed on Schedule 7.13.

                  7.14 Lines of Business. Enter into any business, either
directly or through any Restricted Subsidiary, except for those businesses in
which the Company and its Restricted


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Subsidiaries are engaged on the date of this Agreement or that are reasonably
related, ancillary or complementary thereto.

                          SECTION 8. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) the Company or any Subsidiary Borrower shall fail to pay
         any principal of any Loan or Reimbursement Obligation when due in
         accordance with the terms hereof; or the Company or any Subsidiary
         Borrower shall fail to pay any interest on any Loan or Reimbursement
         Obligation, or any other amount payable hereunder or under any other
         Loan Document, within five days after any such interest or other amount
         becomes due in accordance with the terms hereof; or

                  (b) any representation or warranty made or deemed made by any
         Loan Party herein or in any other Loan Document or that is contained in
         any certificate furnished by it at any time under or in connection with
         this Agreement or any such other Loan Document shall prove to have been
         inaccurate in any material respect on or as of the date made or deemed
         made; or

                  (c) any Loan Party shall default in the observance or
         performance of any agreement contained in clause (i) or (ii) of Section
         6.4(a) (with respect to the Company only), Section 6.7(a) or Section 7
         of this Agreement or Section 5.5(b) or 5.9 of the Guarantee and
         Collateral Agreement or Section 5.5(b) or 5.9 of the Shared Collateral
         Agreement; or

                  (d) any Loan Party shall default in the observance or
         performance of any other agreement contained in this Agreement or any
         other Loan Document (other than as provided in paragraphs (a) through
         (c) of this Section), and such default shall continue unremedied for a
         period of 30 days after notice to the Company from the Administrative
         Agent or the Required Lenders; or

                  (e) any Group Member (other than a Receivables Entity) shall
         (i) default in making any payment of any principal of any Indebtedness
         (including any Guarantee Obligation in respect of Indebtedness, but
         excluding the Reimbursement Obligations, the Loans and Permitted
         Non-Recourse Indebtedness) on the scheduled or original due date with
         respect thereto, and such failure shall continue unremedied beyond the
         period of grace, if any, provided in the instrument or agreement under
         which such Indebtedness was created; or (ii) default in making any
         payment of any interest on any such Indebtedness beyond the period of
         grace, if any, provided in the instrument or agreement under which such
         Indebtedness was created; or (iii) default in the observance or
         performance of any other agreement or condition relating to any such
         Indebtedness or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, in each case (other than for purposes of Section 5.2)
         continuing after any applicable notice and grace periods, if any,
         provided in the instrument or agreement under which such Indebtedness
         was created, the effect of which default or other event or condition is
         to cause, or to permit the holder or beneficiary of such Indebtedness
         (or a trustee or agent on behalf of such holder or beneficiary) to
         cause,


                                       86
<PAGE>

         such Indebtedness to become due prior to its stated maturity or (in the
         case of any such Indebtedness constituting a Guarantee Obligation) to
         become payable; provided, that a default, event or condition described
         in clause (i), (ii) or (iii) of this paragraph (e) shall not at any
         time constitute a Default or an Event of Default unless, at such time,
         one or more defaults, events or conditions of the type described in
         clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred
         and be continuing with respect to Indebtedness the outstanding
         principal amount of which exceeds in the aggregate $25,000,000;
         provided, further, that (x) the exercise of put rights by the holders
         of the 9.40% Senior Notes Due 2002 pursuant to the terms of the 1999
         Indenture, (w) any demand for payment under the Ohio Loan, (y)
         obligations to repurchase receivables in connection with the financing
         thereof (other than in connection with a termination of such financing)
         and (z) any demand for payment under a documentary letter of credit in
         accordance with its terms, in each case shall not constitute a Default
         or Event of Default under clause (iii) of this paragraph; or

                  (f) (i) any Group Member (other than any Receivables Entity or
         an Immaterial Subsidiary) shall commence any case, proceeding or other
         action (A) under any existing or future law of any jurisdiction,
         domestic or foreign, relating to bankruptcy, insolvency, reorganization
         or relief of debtors, seeking to have an order for relief entered with
         respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
         seeking reorganization, arrangement, adjustment, winding-up,
         liquidation, dissolution, composition or other relief with respect to
         it or its debts, or (B) seeking appointment of a receiver, trustee,
         custodian, conservator or other similar official for it or for all or
         any substantial part of its assets; or any Group Member (other than any
         Receivables Entity or an Immaterial Subsidiary) shall make a general
         assignment for the benefit of its creditors; or (ii) there shall be
         commenced against any Group Member (other than any Receivables Entity
         or an Immaterial Subsidiary) any case, proceeding or other action of a
         nature referred to in clause (i) above that (A) results in the entry of
         an order for relief or any such adjudication or appointment or (B)
         remains undismissed, undischarged or unbonded for a period of 60 days;
         or (iii) there shall be commenced against any Group Member (other than
         any Receivables Entity or an Immaterial Subsidiary) any case,
         proceeding or other action seeking issuance of a warrant of attachment,
         execution, distraint or similar process against all or any substantial
         part of its assets that results in the entry of an order for any such
         relief that shall not have been vacated, discharged, or stayed or
         bonded pending appeal within 60 days from the entry thereof; or (iv)
         any Group Member (other than any Receivables Entity or an Immaterial
         Subsidiary) shall take any action in furtherance of, or indicating its
         consent to, approval of, or acquiescence in, any of the acts set forth
         in clause (i), (ii), or (iii) above; or (v) any Group Member (other
         than any Receivables Entity or an Immaterial Subsidiary) shall
         generally not, or shall be unable to, or shall admit in writing its
         inability to, pay its debts as they become due; or

                  (g) (i) any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of any Group Member or any Commonly
         Controlled Entity, (iii) a Reportable Event shall occur with respect
         to, or proceedings shall commence to have a trustee appointed, or a
         trustee shall be appointed, to administer or to terminate, any Single

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<PAGE>


         Employer Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) any Group Member or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Required
         Lenders is likely to, incur any liability in connection with a
         withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with respect to a Plan; and in each case in clauses (i) through
         (vi) above, such event or condition, together with all other such
         events or conditions, if any, could reasonably be expected to have a
         Material Adverse Effect; or

                  (h) one or more judgments or decrees of a court of competent
         jurisdiction shall be entered against any Group Member (other than any
         Receivables Entity or an Immaterial Subsidiary) involving in the
         aggregate a liability (not paid or fully covered by insurance as to
         which the relevant insurance company has acknowledged coverage or which
         has been determined to be applicable by a final nonappealable
         determination by a court of competent jurisdiction) of $25,000,000 or
         more, and all such judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal within 60 days from the
         entry thereof; or

                  (i) (i) any of the Security Documents shall cease, for any
         reason, to be in full force and effect, or any Loan Party or any
         Affiliate of any Loan Party shall so assert, or (ii) any Lien created
         by any of the Security Documents shall, by reason of any breach by any
         Loan Party thereto of any of its covenants or other obligations
         contained in such Security Documents, cease to be enforceable and of
         the same effect and priority purported to be created thereby (and, in
         the case of any Lien purported to be created under any Security
         Document that shall cease to be valid and perfected with respect to
         Collateral having a fair market value not in excess of $1,000,000, all
         necessary action to cause such Lien to be valid and perfected is not
         completed within 10 days after receipt by the Company of notice of such
         invalidity or non-perfection from the Administrative Agent), except as
         a result of (x) the Disposition of the applicable Collateral in a
         transaction permitted under the Loan Documents or (y) the failure of
         the Administrative Agent to maintain possession of possessory
         Collateral after delivery thereof to the Administrative Agent to the
         extent required by the Security Documents; or

                  (j) the guarantee contained in Section 2 of the Guarantee and
         Collateral Agreement or in Section 2 of the Shared Collateral Agreement
         shall cease, for any reason (other than in accordance with the terms
         hereof or thereof), to be in full force and effect or any Loan Party or
         any Affiliate of any Loan Party shall so assert; or

                  (k) (i) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act shall become, or obtain
         rights (whether by means of warrants, options or otherwise) to become,
         the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under
         the Exchange Act), directly or indirectly, of more than 35% of the
         outstanding common stock of the Company; (ii) the board of directors of
         the Company shall cease to consist of a majority of Continuing
         Directors; or (iii) a Specified Change of Control shall occur; or


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<PAGE>


                  (l) any "Termination Event" under any Qualified Receivables
         Transaction or any similar such event or occurrence as defined in the
         documentation relating to any Qualified Receivables Transaction, or any
         event or circumstance (so long as such event or circumstance arises out
         of a breach of a covenant or a representation or warranty applicable to
         the Qualified Receivables Transaction or any applicable condition
         precedent) entitling the Persons purchasing, or financing the purchase
         of, receivables under any Qualified Receivables Transaction to stop so
         purchasing or financing (other than by reason of the occurrence of the
         stated expiry date of such Qualified Receivables Transaction), provided
         that (i) any notices or cure periods that are conditions to the rights
         of such Persons to stop purchasing, or financing the purchase of, such
         receivables have been given or have expired, as the case may be and
         (ii) obligations to repurchase receivables in connection with any
         Qualified Receivables Transaction (other than in connection with any
         such Termination Event or other event or circumstance described above)
         shall not constitute a Default or Event of Default under this
         paragraph;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically the Revolving Commitments shall immediately terminate and the
Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Company
declare the Revolving Commitments to be terminated forthwith, whereupon the
Revolving Commitments shall immediately terminate; and (ii) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Company,
declare the Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Company shall at such time deposit in a cash collateral account
opened by the Administrative Agent and hereby pledged to the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Company hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Company hereunder and under the other Loan Documents shall have been paid in
full, the balance, if any, in such cash collateral account shall be returned to
the Company (or such other Person as may be lawfully entitled thereto). Except
as expressly provided above in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived by the Company.


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                             SECTION 9. THE AGENTS

                  9.1 Appointment. Each Lender hereby irrevocably designates and
appoints each Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes each Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent.

                  The Issuing Lender and the Foreign Currency Lenders shall act
on behalf of the Three-Year Revolving Lenders with respect to Letters of Credit
and Foreign Currency Loans issued or made under this Agreement and the documents
associated therewith. It is understood and agreed that the Issuing Lender and
the Foreign Currency Lenders (a) shall have all of the benefits and immunities
(i) provided to the Agents in this Section 9 with respect to acts taken or
omissions suffered by the Issuing Lender and Foreign Currency Lenders in
connection with Letters of Credit and Foreign Currency Loans issued or made
under this Agreement and the documents associated therewith as fully as if the
term "Agents", as used in this Section 9, included the Issuing Lender and the
Foreign Currency Lenders with respect to such acts or omissions and (ii) as
additionally provided in this Agreement and (b) shall have all of the benefits
of the provisions of Section 9.7 and Section 10 as fully as if the term
"Agents", as used in Section 9.7 and Section 10, included the Issuing Lender and
the Foreign Currency Lenders.

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

                  9.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the


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<PAGE>


agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

                  9.4 Reliance by Agents. Each Agent shall be entitled to rely,
and shall be fully protected in relying, upon any instrument, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation reasonably
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including counsel to the Company), independent accountants and other experts
selected by such Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. Each Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Loans.

                  9.5 Notice of Default. No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
such Agent has received notice from a Lender or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders); provided that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

                  9.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make


                                       91
<PAGE>


such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

                  9.7 Indemnification. The Lenders agree to indemnify each Agent
in its capacity as such (to the extent not reimbursed by the Company or the
Subsidiary Borrowers and without limiting the obligation of the Company and the
Subsidiary Borrowers to do so), ratably according to their respective Aggregate
Exposure Percentages in effect on the date on which indemnification is sought
under this Section (or, if indemnification is sought after the date upon which
the Revolving Commitments shall have terminated and the Loans shall have been
paid in full, ratably in accordance with such Aggregate Exposure Percentages
immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever that may at any time (whether
before or after the payment of the Loans) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of, the Revolving
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the termination
of the Letters of Credit and payment of the Loans and all other amounts payable
hereunder.

                  9.8 Agent in Its Individual Capacity. Each Agent in its
individual capacity and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Loan Party as though such
Agent were not an Agent. With respect to its Loans made or renewed by it and
with respect to any Letter of Credit issued or participated in by it, each Agent
in its individual capacity shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same
as though it were not an Agent, and the terms "Lender" and "Lenders" shall
include each Agent in its individual capacity.

                  9.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 10 days' notice to the Lenders and the
Company. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section
8(f) with respect to the Company shall have occurred and be continuing) be
subject to approval by the Company (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the


                                       92
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Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 10 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective, and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. After any retiring Administrative Agent's
resignation 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 and the other Loan Documents.

                  9.10 Collateral Agent. The Collateral Agent shall be entitled
to the benefits of the Collateral Sharing Agreement with respect to Collateral
that is governed by the Guarantee and Collateral Agreement.

                  9.11 Co-Documentation Agents and Syndication Agent. Neither
the Co-Documentation Agents nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.


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                              SECTION 10. GUARANTEE

                  10.1 Guarantee. (a) To induce the Agents and the Lenders to
execute and deliver this Agreement and to make the extensions of credit provided
for herein to the Subsidiary Borrowers, the Company hereby unconditionally and
irrevocably guarantees to the Agents and the Lenders and their respective
successors, permitted transferees and permitted assigns, the prompt and complete
payment and performance by the Subsidiary Borrowers when due (whether at the
stated maturity, by acceleration or otherwise) of the Subsidiary Borrower
Obligations. The Company further agrees to pay any and all reasonable
out-of-pocket expenses (including, without limitation, all reasonable fees and
disbursements of counsel) which may be paid or incurred by any Agent or any
Lender in enforcing, or obtaining advice of counsel in respect of, any rights
with respect to, or collecting, any or all of the Subsidiary Borrower
Obligations and/or enforcing any rights with respect to, or collecting against,
the Company under this Section 10. This Guarantee shall remain in full force and
effect until the Subsidiary Borrower Obligations are paid in full, the Revolving
Commitments are terminated and no Letter of Credit remains outstanding,
notwithstanding that from time to time prior thereto the Subsidiary Borrowers
may be free from any Subsidiary Borrower Obligations. For purposes of this
Section 10, each Foreign Currency Lender shall be deemed to be a "Lender".

                  (b) No payment or payments made by any Subsidiary Borrower or
any other Person or received or collected by any Agent or any Lender from any
Subsidiary Borrower or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application, at any time or from time to time,
in reduction of or in payment of the Subsidiary Borrower Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of the
Company under this Section 10, which shall, notwithstanding any such payment or
payments, remain in full force and effect until the Subsidiary Borrower
Obligations are paid in full, the Revolving Commitments are terminated and no
Letter of Credit remains outstanding. The Company agrees that whenever, at any
time, or from time to time, it shall make any payment to any Agent or any Lender
on account of its liability under this Section 10, it will notify the
Administrative Agent and such Agent or Lender in writing that such payment is
made under this Section 10 for such purpose.

                  10.2 No Subrogation, Contribution, Reimbursement or Indemnity.
Notwithstanding anything to the contrary in this Section 10, the Company shall
not be entitled to be subrogated to any of the rights of any Agent or any Lender
against any Subsidiary Borrower or any other Subsidiary Guarantor or any
collateral security or guarantee or right of offset held by any Agent or any
Lender for the payment of the Subsidiary Borrower Obligations, nor shall the
Company seek or be entitled to seek any contribution or reimbursement from any
Subsidiary Borrower or any other Subsidiary Guarantor in respect of payments
made by the Company hereunder, until all amounts owing to the Agents and the
Lenders by the Subsidiary Borrowers on account of the Subsidiary Borrower
Obligations are paid in full, the Revolving Commitments are terminated and no
Letter of Credit remains outstanding. If any amount shall be paid to the Company
on account of such subrogation rights at any time when all of the Subsidiary
Borrower Obligations shall not have been paid in full, the Revolving Commitments
shall not have been terminated or any Letter of Credit is outstanding, such
amount shall be held by the Company in trust for the Agents and the Lenders,
segregated from other funds of the Company, and shall, forthwith upon receipt by
the Company, be turned over to the Administrative Agent, for the benefit of the
Lenders, in the exact form received by the Company (duly indorsed by the


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Company to the Administrative Agent, if required), to be applied against the
Subsidiary Borrower Obligations, whether matured or unmatured, in such order as
the Administrative Agent may determine. The provisions of this section shall
survive the termination of the guarantee contained in this Section 10 and the
payment in full of the Subsidiary Borrower Obligations and the termination of
the Revolving Commitments. Until all the Obligations shall have been paid in
full (by a Subsidiary Guarantor or otherwise), each Subsidiary Guarantor hereby
also waives any right or remedy which such Subsidiary Guarantor would then have
or thereafter acquire, by way of subrogation or otherwise, as to any collateral
or security for the Obligations if such collateral or security at any time
secures any other obligations to any of the Lenders or any Lender Affiliate.

                  10.3 Amendments, etc. with respect to the Subsidiary Borrower
Obligations: Waiver of Rights. The Company shall remain obligated hereunder
notwithstanding that, without any reservation of rights against the Company, and
without notice to or further assent by the Company, any demand for payment of
any of the Subsidiary Borrower Obligations made by any Agent or any Lender may
be rescinded by such Agent or such Lender, and any of the Subsidiary Borrower
Obligations continued, and (subject to Section 11.1) the Subsidiary Borrower
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
any Agent or any Lender, and this Agreement, the other Loan Documents, and any
other documents executed and delivered in connection herewith or therewith may
be amended, modified, supplemented or terminated, in whole or in part, from time
to time, and any collateral security, guarantee or right of offset at any time
held by any Agent or any Lender for the payment of the Subsidiary Borrower
Obligations may be sold, exchanged, waived, surrendered or released. No Agent or
Lender nor any of their respective Affiliates shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Subsidiary Borrower Obligations or for the guarantee contained in this
Section 10 or any property subject thereto. When making any demand hereunder
against the Company, any Agent or any Lender may, but shall be under no
obligation to, make a similar demand on the relevant Subsidiary Borrower or any
other guarantor, and any failure by any Agent or any Lender to make any such
demand or to collect any payments from such Subsidiary Borrower or any such
other guarantor or any release of such Subsidiary Borrower or such other
guarantor shall not relieve the Company of its obligations or liabilities under
this Section 10, and shall not impair or affect the rights and remedies, express
or implied, or as a matter of law, of any Agent or any Lender against the
Company. For the purposes hereof "demand" shall include the commencement and
continuance of any legal proceedings.

                  10.4 Guarantee Absolute and Unconditional. The Company waives,
to the fullest extent permitted by applicable law, any and all notice of the
creation, renewal, extension or accrual of any of the Subsidiary Borrower
Obligations and notice of or proof of reliance by any Agent or any Lender upon
the guarantee contained in this Section 10 or acceptance of the guarantee
contained in to this Section 10; the Subsidiary Borrower Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 10; and all dealings between the Subsidiary Borrowers,
on the one hand, and the Agents and the Lenders, on the other hand, shall
likewise be conclusively presumed to have been had or consummated in reliance
upon the guarantee contained in this Section 10. Except as otherwise provided in


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Section 8, the Company waives, to the fullest extent permitted by applicable
law, diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Subsidiary Borrowers with respect to the Subsidiary
Borrower Obligations. To the fullest extent permitted by law, the Guarantee
contained in this Section 10 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of this Agreement, any Note, any other Loan
Document, any of the Subsidiary Borrower Obligations or any guarantee or right
of offset with respect thereto at any time or from time to time held by any
Agent or any Lender, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be available to or be
asserted by the Subsidiary Borrowers against any Agent or any Lender or (c) any
other circumstance whatsoever (with or without notice to or knowledge of the
Company or the Subsidiary Borrowers) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Subsidiary Borrowers for the
Subsidiary Borrower Obligations, or of the Company under the guarantee contained
in this Section 10, in bankruptcy or in any other instance. When pursuing its
rights and remedies hereunder against the Company, any Agent and any Lender may,
but shall be under no obligation to, pursue such rights and remedies as it may
have against the Subsidiary Borrowers or any other Person or against any
guarantee for the Subsidiary Borrower Obligations or any right of offset with
respect thereto, and any failure by any Agent or any Lender to pursue such other
rights or remedies or to collect any payments from the Subsidiary Borrowers or
any such other Person or to realize upon any such guarantee or to exercise any
such right of offset, or any release of the Subsidiary Borrowers or any such
other Person or of any such guarantee or right of offset, shall not relieve the
Company of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of any
Agent or any Lender against the Company. The guarantee contained in this Section
10 shall remain in full force and effect and be binding in accordance with and
to the extent of its terms upon the Company and its successors, and shall inure
to the benefit of the Agents and the Lenders, and their respective successors,
permitted transferees and permitted assigns, until all the Subsidiary Borrower
Obligations and the obligations of the Company under this Section 10 shall have
been satisfied by payment in full, the Revolving Commitments shall be terminated
and no Letter of Credit shall be outstanding, notwithstanding that from time to
time during the term of this Agreement the Subsidiary Borrowers may be free from
any Subsidiary Borrower Obligations.

                  10.5 Reinstatement. The guarantee contained in this Section 10
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Subsidiary Borrower Obligations
is rescinded or must otherwise be restored or returned by any Agent or any
Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Subsidiary Borrower or upon or as a result of the
appointment of a receiver, intervener or conservator of, or trustee or similar
officer for, such Subsidiary Borrower or any substantial part of its property,
or otherwise, all as though such payments had not been made.


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                           SECTION 11. MISCELLANEOUS

                  11.1 Amendments and Waivers. Neither this Agreement, any other
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 11.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the expiration date of any
Letter of Credit to a date later than the Three-Year Revolving Termination Date,
reduce the stated rate of any interest or fee payable hereunder (except (x) in
connection with the waiver of applicability of any post-default increase in
interest rates (which waiver shall be effective with the consent of the Majority
Facility Lenders of each adversely affected Facility) and (y) that any amendment
or modification of defined terms used in the financial covenants in this
Agreement shall not constitute a reduction in the rate of interest or fees for
purposes of this clause (i)) or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration date of any Lender's
Revolving Commitment, in each case without the written consent of each Lender
directly affected thereby; (ii) eliminate or reduce the voting rights of any
Lender under this Section 11.1 without the written consent of such Lender; (iii)
reduce the percentage specified in the definition of Required Lenders, consent
to the assignment or transfer by the Company or any Subsidiary Borrower of any
of its rights and obligations under this Agreement and the other Loan Documents,
release all or substantially all of the Collateral or release all or
substantially all of the Subsidiary Guarantors from their obligations under the
Collateral Agreements, in each case without the written consent of all Lenders;
(iv) amend, modify or waive any provision of Section 9 without the written
consent of the Administrative Agent; (v) amend, modify or waive any provision of
Section 2.4 or 2.5 without the written consent of the Swingline Lender; (vi)
amend, modify or waive any provision of Sections 2.8 through 2.15 without the
written consent of the Issuing Lender; (vii) amend, modify or waive any
provision of Sections 2.16 through 2.19 without the consent of all the Foreign
Currency Lenders or (viii) reduce the percentage specified in the definition of
Majority Facility Lenders with respect to any Facility without the written
consent of all Lenders under such Facility. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Loan Parties, the Lenders, the Administrative
Agent and all future holders of the Loans. In the case of any waiver, the Loan
Parties, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

                  Notwithstanding the foregoing, this Agreement may be amended
(or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent, the


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Company and the Subsidiary Borrowers (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Extensions of Credit and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Facility
Lenders.

                  11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Company and the Subsidiary
Borrowers and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders,
or to such other address as may be hereafter notified by the respective parties
hereto:

     Company and Subsidiary
     Borrowers:                     700 Milam
                                    Houston, Texas 77002
                                    Attention: Assistant Treasurer - Corporate
                                    Finance
                                    Telecopy:  713-546-6040
                                    Telephone: 713-546-4000

      Administrative Agent:         600 Travis Street, 20th Floor
                                    Houston, Texas 77002
                                    Attention: Peter Licalzi
                                    Telecopy:  713-216-4117
                                    Telephone: 713-216-8869

      London Agent:                 9 Thomas Moore Street
                                    London, E1 9YT, United Kingdom
                                    Attention: Steve Clarke
                                    Telecopy:  44-207-777-2360/2085
                                    Telephone: 44-207-777-2353

      With a copy to:               Loan and Agency Services
                                    The Chase Manhattan Bank
                                    One Chase Manhattan Plaza, 8th Floor
                                    New York, New York 10081
                                    Attention: Muniram Appanna
                                    Telecopy:  212-552-3295
                                    Telephone: 212-552-7943

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.


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                  11.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                  11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

                  11.5 Payment of Expenses and Taxes. The Company and the
Subsidiary Borrowers jointly and severally agree (a) to pay or reimburse the
Administrative Agent for all its reasonable and documented out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of counsel to the Administrative Agent and filing and recording
fees and expenses, with statements with respect to the foregoing to be submitted
to the Company prior to the Closing Date (in the case of amounts to be paid on
the Closing Date) and from time to time thereafter on a quarterly basis or such
other periodic basis as the Administrative Agent shall deem appropriate, (b) to
pay or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel
to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, employees, affiliates, agents and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (other than
the type described in clause (a) above) with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan
Documents and any such other documents, including any of the foregoing relating
to the use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of any Group
Member or any of the Properties and the reasonable fees and expenses of legal
counsel in connection with claims, actions or proceedings by any Indemnitee
against any Loan Party under any Loan Document (all the foregoing in this clause
(d), collectively, the "Indemnified Liabilities"), provided, that the Company
and the Subsidiary Borrowers shall have no obligation hereunder to any
Indemnitee with respect to Indemnified Liabilities to the extent


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such Indemnified Liabilities are found by a final and nonappealable decision of
a court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee or arise from disputes among the Lenders.
Without limiting the foregoing, and to the extent permitted by applicable law,
each of the Company and each Subsidiary Borrower agrees not to assert and to
cause its Restricted Subsidiaries not to assert, and hereby waives and agrees to
cause its Restricted Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or nature
under or related to Environmental Laws that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 11.5 shall
be payable not later than 30 days after written demand therefor. Statements
payable by the Company pursuant to this Section 11.5 shall be submitted to Loan
and Agency Services Group, 8th Floor, 1 Chase Manhattan Plaza, New York, New
York (Telephone No. 212-552-7446) (Telecopy No. 212-552-3295), at the address of
the Company set forth in Section 11.2, or to such other Person or address as may
be hereafter designated by the Company in a written notice to the Administrative
Agent. Each Indemnitee shall give prompt notice to the Company of any claim for
indemnification under this Section 11.5 by such Indemnitee and shall consult
with the Company in the conduct of such Indemnitee's legal defense of such
claim; provided, however, that an Indemnitee's failure to give such prompt
notice to the Company or to seek such consultation with the Company shall not
constitute a defense to any claim for indemnification by such Indemnitee unless,
and only to the extent that, such failure materially prejudices the Company. The
agreements in this Section 11.5 shall survive termination of the Letters of
Credit and repayment of the Loans and all other amounts payable hereunder.

                  11.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Company, each Subsidiary Borrower, the Lenders, the Administrative Agent, all
future holders of the Loans and their respective successors and assigns, except
that neither the Company nor any Subsidiary Borrower may assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Lender.

                  (b) Any Lender other than any Conduit Lender may, without the
consent of the Company, in accordance with applicable law, at any time sell to
one or more banks, financial institutions or other entities that make, purchase
or invest in bank loans (each, a "Participant") participating interests in any
Loan owing to such Lender, any Revolving Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, and the
Company, the Subsidiary Borrowers and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents. In no
event shall any Participant under any such participation have any right to
approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Loans or any fees payable hereunder, or postpone the date of the final
maturity of the Loans, in each case to the extent subject to such participation.
The Company and each Subsidiary Borrower agree that if amounts outstanding under
this Agreement


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and the Loans are due or unpaid, or shall have been declared or shall have
become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff 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, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 11.7(a) as fully as if it were a Lender
hereunder. The Company and each Subsidiary Borrower also agree that each
Participant shall be entitled to the benefits of Sections 3.9, 3.10 and 3.11
with respect to its participation in the Revolving Commitments and the Loans
outstanding from time to time as if it were a Lender; provided that, in the case
of Section 3.10, such Participant shall have complied with the requirements of
said Section and provided, further, that no Participant shall be entitled to
receive any greater amount pursuant to any such Section than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

                  (c) Any Lender other than any Conduit Lender (an "Assignor")
may, in accordance with applicable law, at any time and from time to time assign
to any Lender or any Lender Affiliate or, with the consent of the Company and
the Administrative Agent (which, in each case, shall not be unreasonably
withheld or delayed), to an additional bank, financial institution or other
entity that makes, purchases or invests in bank loans (an "Assignee") all or any
part of its rights and obligations under this Agreement and the other Loan
Documents pursuant to an Assignment and Acceptance, executed by such Assignee,
such Assignor and any other Person whose consent is required pursuant to this
paragraph, and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that, unless otherwise agreed by the Company
and the Administrative Agent, (i) no such assignment to an Assignee (other than
any Lender or any Lender Affiliate) shall be in an aggregate principal amount of
less than $5,000,000, and (ii) after giving effect to any proposed assignment,
the Aggregate Exposure of the Assignor shall be at least $5,000,000, in each
case except in the case of an assignment of all of a Lender's interests under
this Agreement. For purposes of the proviso contained in the preceding sentence,
the amount described therein shall be aggregated in respect of each Lender and
its Lender Affiliates, if any. Any such assignment need not be ratable as among
the Facilities. Upon such execution, delivery, acceptance and recording, from
and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a Revolving Commitment and/or Loans as
set forth therein, and (y) the Assignor thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of an
Assignor's rights and obligations under this Agreement, such Assignor shall
cease to be a party hereto). Notwithstanding any provision of this Section 11.6,
the consent of the Company shall not be required for any assignment that occurs
when an Event of Default pursuant to Section 8(a) or Section 8(f) (with respect
to the Company) shall have occurred and be continuing. Notwithstanding the
foregoing, any Conduit Lender may assign at any time to its designating Lender
hereunder without the consent of the Company or the Administrative Agent any or
all of the Loans it may have funded hereunder and pursuant to its designation
agreement and without regard to the limitations set forth in the first sentence
of this Section 11.6(c).


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<PAGE>


                  (d) The Administrative Agent shall, on behalf of the Company
and the Subsidiary Borrowers, maintain at its address referred to in Section
11.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Revolving Commitment of, and the principal amount of the Loans owing to,
each Lender from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and the Company, each Subsidiary Borrower,
each other Loan Party, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loans and any
Notes evidencing the Loans recorded therein for all purposes of this Agreement.
Any assignment of any Loan, whether or not evidenced by a Note, shall be
effective only upon appropriate entries with respect thereto being made in the
Register (and each Note shall expressly so provide). Any assignment or transfer
of all or part of a Loan evidenced by a Note shall be registered on the Register
only upon surrender for registration of assignment or transfer of the Note
evidencing such Loan, accompanied by a duly executed Assignment and Acceptance,
and thereupon one or more new Notes shall be issued to the designated Assignee.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an Assignor, an Assignee and any other Person whose consent is required by
Section 11.6(c), together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) record the information
contained therein in the Register on the effective date determined pursuant
thereto.

                  (f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 11.6 concerning assignments
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender to any Federal Reserve Bank in accordance with applicable law.

                  (g) The Company and each Subsidiary Borrower, upon receipt of
written notice from the relevant Lender, agree to issue Notes to any Lender
requiring Notes to facilitate transactions of the type described in paragraph
(f) above.

                  (h) Each of the Company, each Subsidiary Borrower, each Lender
and the Administrative Agent hereby confirms that it will not institute against
a Conduit Lender or join any other Person in instituting against a Conduit
Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

                  11.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders, if any Lender (a "Benefitted Lender") shall receive any
payment of all or part of the Obligations owing to it, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in Section 8(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in


                                      102
<PAGE>


respect of the Obligations owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest unless the Lender from which such payment is recovered is
required to pay interest thereon, in which case each Lender returning funds to
such Lender shall pay its pro rata share of such interest.

                  (b) If (i) an Event of Default shall have occurred and be
continuing and (ii) the Loans shall have been declared due and payable pursuant
to the provisions of Section 8, in addition to any rights and remedies of the
Lenders provided by law, each Lender shall have the right, without prior notice
to the Company or any Subsidiary Borrower, any such notice being expressly
waived by the Company and each Subsidiary Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Company or any
Subsidiary Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise), to set off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Company or any Subsidiary
Borrower. Each Lender agrees promptly to notify the Company and the
Administrative Agent after any such setoff and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such setoff and application.

                  11.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Company and the Administrative Agent.

                  11.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  11.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Company, the Subsidiary Borrowers, the
Administrative Agent and the Lenders with respect to the subject matter hereof
and thereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Lender relative to the subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.


                                      103
<PAGE>


                  11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  11.12 Submission To Jurisdiction; Waivers. Each of the Company
and each Subsidiary Borrower hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States for
         the Southern District of New York, and appellate courts from any
         thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Company and to each Subsidiary Borrower at its address
         set forth in Section 11.2 or at such other address of which the
         Administrative Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  11.13 Acknowledgements. Each of the Company and each
Subsidiary Borrower hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to the Company or any Subsidiary
         Borrower arising out of or in connection with this Agreement or any of
         the other Loan Documents, and the relationship between the
         Administrative Agent and the Lenders, on one hand, and the Company and
         the Subsidiary Borrowers, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Company, the
         Subsidiary Borrowers and the Lenders.


                                      104
<PAGE>


                  11.14 Releases of Guarantees and Liens. (a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 11.1) to take any action requested by the Company having the effect
of releasing any Collateral or guarantee obligations (i) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or
that has been consented to in accordance with Section 11.1 or (ii) under the
circumstances described in paragraph (b) or (c) below, and the Administrative
Agent shall promptly deliver any instruments and perform such acts as are
necessary to evidence such release.

                  (b) If no Default or Event of Default has occurred and is
continuing and the Company and the Subsidiary Guarantors collectively (after
intercompany eliminations of investments in Subsidiaries, affiliated accounts
receivable and intercompany sales) account, on a consolidated basis, for greater
than 80% of Consolidated Total Assets and greater than 80% of Consolidated Total
Revenues for the four fiscal quarters of the Company most recently ended, the
Company may request that the Administrative Agent release the Collateral owned
by any Subsidiary Guarantor which is not a Material Subsidiary, the release of
the shares of Capital Stock of such Subsidiary Guarantor pledged pursuant to the
Guarantee and Collateral Agreement and the Shared Collateral Agreement and the
release of the guarantee obligations of such Subsidiary Guarantor, and the
Administrative Agent shall promptly deliver any instruments and perform such
acts as are necessary to evidence such release, provided that no such release
shall be effected if, after giving effect thereto, the Company and the
Subsidiary Guarantors collectively (after intercompany eliminations of
investments in Subsidiaries, affiliated accounts receivable and intercompany
sales) account, on a consolidated basis, for less than 80% of Consolidated Total
Assets or less than 80% of Consolidated Total Revenues for the four fiscal
quarters of the Company most recently ended.

                  (c) At such time as the Loans, the Reimbursement Obligations
and the other obligations under the Loan Documents (other than obligations under
or in respect of Hedge Agreements) shall have been paid in full, the Revolving
Commitments have been terminated and no Letters of Credit shall be outstanding
(unless such Letters of Credit shall have been cash collateralized in accordance
with this Agreement), the Collateral shall be released from the Liens created by
the Security Documents, and the Security Documents and all obligations (other
than those expressly stated to survive such termination) of the Administrative
Agent and each Loan Party under the Security Documents shall terminate, all
without delivery of any instrument or performance of any act by any Person.

                  11.15 Confidentiality. Each of the Administrative Agent and
each Lender agrees to keep confidential all non-public information provided to
it by any Loan Party pursuant to this Agreement; provided that nothing herein
shall prevent the Administrative Agent or any Lender from disclosing any such
information (a) to the Administrative Agent, any other Lender or any Lender
Affiliate, (b) subject to an agreement to comply with the provisions of this
Section, to any actual or prospective Transferee or any direct or indirect
counterparty to any Hedge Agreement (or any professional advisor to such
counterparty), (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its affiliates, (d) upon the
request or demand of any Governmental Authority, (e) in response to any order of
any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (f) if requested or required to do so in
connection with any litigation or

                                      105
<PAGE>


similar proceeding, (g) that has been publicly disclosed other than as a result
of breach of this Section 11.15 by the Administrative Agent or such Lender, as
the case may be, (h) to the National Association of Insurance Commissioners or
any similar organization or any nationally recognized rating agency that
requires access to information about a Lender's investment portfolio in
connection with ratings issued with respect to such Lender, or (i) in connection
with the exercise of any remedy hereunder or under any other Loan Document.

                  11.16 WAIVERS OF JURY TRIAL. THE COMPANY, EACH SUBSIDIARY
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  11.17 Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto (including
any Subsidiary Borrower) agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which, in accordance with
normal banking procedures in the relevant jurisdiction, the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.

                  (b) The obligations of the Company and each Subsidiary
Borrower in respect of any sum due to any party hereto or any holder of the
obligations owing hereunder (the "Applicable Creditor") shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than the currency in
which such sum is stated to be due hereunder (the "Agreement Currency"), be
discharged only to the extent that, on the Business Day following receipt by the
Applicable Creditor of any sum adjudged to be so due in the Judgment Currency,
the Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase the Agreement Currency with the Judgment
Currency; subject to Section 11.18, if the amount of the Agreement Currency so
purchased is less than the sum originally due to the Applicable Creditor in the
Agreement Currency, the Company and each Subsidiary Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Company and the
Subsidiary Borrowers contained in this Section 11.17 shall survive the
termination of this Agreement and the payment of all other amounts owing
hereunder.

                  11.18 Limitation on Obligations of Subsidiary Borrowers.
Notwithstanding any provision contained herein or in any of other the Loan
Documents to the contrary, in no event shall any Subsidiary Borrower be liable
or otherwise responsible, nor shall any assets of such Subsidiary Borrower be
pledged as Collateral or deemed to be Collateral for any Obligations other than
Obligations for principal, interest, fees and commissions with respect to Loans
made directly to such Subsidiary Borrower and for costs and expenses related
solely to such Loans, and in no event shall any of the provisions contained
herein or therein be construed or interpreted to cause any Subsidiary Borrower
to be considered a pledgor or guarantor of any Obligation of the Company, any
Subsidiary Guarantor or any other Person pursuant to Section 956(d) of the
Internal Revenue Code of 1986, as amended, or pursuant to any regulations
thereunder, including, but not limited to, Regulation 1.956-2(c).


                                      106
<PAGE>


                  11.19 Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

                  11.20 Delivery of Addenda. Each initial Lender shall become a
party to this Agreement by delivering to the Administrative Agent an Addendum
duly executed by such Lender.


                                      107
<PAGE>


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


                             PENNZOIL-QUAKER STATE COMPANY

                             By: /s/ THOMAS P. KELLAGHER
                                 ----------------------------------------------
                                 Name:  Thomas P. Kellagher
                                 Title: Group Vice President and
                                        Chief Financial Officer


                             THE CHASE MANHATTAN BANK, as
                             Administrative Agent and as a Lender

                             By: /s/ RUSSELL A. JOHNSON
                                 ----------------------------------------------
                                 Name:  Russell A. Johnson
                                 Title: Vice President


                             CITICORP USA, INC., as Syndication Agent and
                             as a Lender

                             By: /s/ LYDIA G. JUNEK
                                 ----------------------------------------------
                                 Name:  Lydia G. Junek
                                 Title: Vice President


                             THE BANK OF NOVA SCOTIA, as
                             Co-Documentation Agent and as a Lender

                             By: /s/ M.D. SMITH
                                 ----------------------------------------------
                                 Name:  M.D. Smith
                                 Title: Agent


                             DEUTSCHE BANK AG NEW YORK BRANCH,
                             as Co-Documentation Agent and as a Lender

                             By: /s/ ALEXANDER KAROW     /s/ CHRISTIAN DALLWITZ
                                 ----------------------------------------------
                                 Name:  Alexander Karow  Christian Dallwitz
                                 Title: Vice President   Vice President



<PAGE>


                                 LENDER ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of November 2, 2001 (the "Credit Agreement"),
among Pennzoil-Quaker State Company (the "Company"), the subsidiary Borrowers
party thereto, the Lenders party thereto, the Co-Documentation Agents and
Syndication Agent named therein and The Chase Manhattan Bank, as Administrative
Agent, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Company in an aggregate principal
amount not to exceed the amount of its 364-Day Revolving Commitment or
Three-Year Revolving Commitment, as applicable, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.



                                           BANK ONE, NA (Main Office - Chicago)
                                           ------------------------------------
                                                    (Name of Lender)


                                           By: /s/ DANIEL A. DAVIS
                                               --------------------------------
                                               Name:  Daniel A. Davis
                                               Title: Vice President



Dated as of November 2, 2001



<PAGE>


                                 LENDER ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of November 2, 2001 (the "Credit Agreement"),
among Pennzoil-Quaker State Company (the "Company"), the subsidiary Borrowers
party thereto, the Lenders party thereto, the Co-Documentation Agents and
Syndication Agent named therein and The Chase Manhattan Bank, as Administrative
Agent, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Company in an aggregate principal
amount not to exceed the amount of its 364-Day Revolving Commitment or
Three-Year Revolving Commitment, as applicable, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.



                                           The Bank of Tokyo-Mitsubishi, Ltd.
                                           ------------------------------------
                                                    (Name of Lender)

                                           By: /s/ KELTON GLASSCOCK
                                               --------------------------------
                                               Name:  Kelton Glasscock
                                               Title: Vice President and Manager



Dated as of November 2, 2001


<PAGE>


                                 LENDER ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of November 2, 2001 (the "Credit Agreement"),
among Pennzoil-Quaker State Company (the "Company"), the subsidiary Borrowers
party thereto, the Lenders party thereto, the Co-Documentation Agents and
Syndication Agent named therein and The Chase Manhattan Bank, as Administrative
Agent, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Company in an aggregate principal
amount not to exceed the amount of its 364-Day Revolving Commitment or
Three-Year Revolving Commitment, as applicable, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.



                                           BNP Paribas
                                           ------------------------------------
                                                    (Name of Lender)


                                           By: /s/ JOE ONISCHUK
                                              ---------------------------------
                                              Name:  Joe Onischuk
                                              Title: Director

                                           By: /s/ LARRY ROBINSON
                                               --------------------------------
                                               Name:  Larry Robinson
                                               Title: Vice President


Dated as of November 2, 2001


<PAGE>


                                 LENDER ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of November 2, 2001 (the "Credit Agreement"),
among Pennzoil-Quaker State Company (the "Company"), the subsidiary Borrowers
party thereto, the Lenders party thereto, the Co-Documentation Agents and
Syndication Agent named therein and The Chase Manhattan Bank, as Administrative
Agent, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Company in an aggregate principal
amount not to exceed the amount of its 364-Day Revolving Commitment or
Three-Year Revolving Commitment, as applicable, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.


                           Dresdner Bank AG, New York and Grand Cayman Branches
                           ----------------------------------------------------
                                            (Name of Lender)


                           By: /s/ J. MICHAEL LEFFLER
                               ------------------------------------------------
                               Name:  J. Michael Leffler
                               Title: Director

                           By: /s/ JASMINE XINYUE GEFFNER
                               ------------------------------------------------
                               Name:  Jasmine Xinyue Geffner, CFA
                               Title: Associate


Dated as of November 2, 2001


<PAGE>

                                 LENDER ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of November 2, 2001 (the "Credit Agreement"),
among Pennzoil-Quaker State Company (the "Company"), the subsidiary Borrowers
party thereto, the Lenders party thereto, the Co-Documentation Agents and
Syndication Agent named therein and The Chase Manhattan Bank, as Administrative
Agent, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Company in an aggregate principal
amount not to exceed the amount of its 364-Day Revolving Commitment or
Three-Year Revolving Commitment, as applicable, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.


                                 Wells Fargo Bank (Texas), National Association
                                 ----------------------------------------------
                                              (Name of Lender)


                                 By: /s/ KAREN PATTERSON
                                     ------------------------------------------
                                     Name:  Karen Patterson
                                     Title: Vice President



Dated as of November 2, 2001


<PAGE>


                                 LENDER ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of November 2, 2001 (the "Credit Agreement"),
among Pennzoil-Quaker State Company (the "Company"), the subsidiary Borrowers
party thereto, the Lenders party thereto, the Co-Documentation Agents and
Syndication Agent named therein and The Chase Manhattan Bank, as Administrative
Agent, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Company in an aggregate principal
amount not to exceed the amount of its 364-Day Revolving Commitment or
Three-Year Revolving Commitment, as applicable, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.



                                                Royal Bank of Canada
                                                -------------------------------
                                                        (Name of Lender)



                                                By: /s/ SHERYL L. GREENBERG
                                                    ---------------------------
                                                    Name:  Sheryl L. Greenberg
                                                    Title: Senior Manager



Dated as of November 2, 2001