<PAGE>
                                                                   EXHIBIT 10.28

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

                             ATRIUM COMPANIES, INC.,
                                  as Borrower,

                                       and

                           THE GUARANTORS PARTY HERETO

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

                                CREDIT AGREEMENT

                          Dated as of December 10, 2003

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

                VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                        FROM TIME TO TIME PARTIES HERETO,
                                 as the Lenders,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
              as the Administrative Agent and the Collateral Agent,

                               UBS SECURITIES LLC,
                            as the Syndication Agent,

                                       and

                           ANTARES CAPITAL CORPORATION
                                       and
                        CIT LENDING SERVICES CORPORATION,
                         as the Co-Documentation Agents

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

                            CIBC WORLD MARKETS CORP.
                                       and
                               UBS SECURITIES LLC,
                         as the Joint Lead Arrangers and
                               Joint Book-Runners



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

<PAGE>


<Table>
<Caption>
                                                                                                                 Page
                                                                                                                 ----
<S>               <C>                                                                                            <C>
Section 1.        Definitions, Accounting Matters and Rules of Construction.......................................2
      1.01.       Certain Defined Terms...........................................................................2
      1.02.       Accounting Terms and Determinations............................................................33
      1.03.       Classes and Types of Loans.....................................................................33
      1.04.       Rules of Construction..........................................................................33

Section 2.        Commitments, Letters of Credit, Fees, Register, Prepayments and Replacement of
                  Lenders........................................................................................34
      2.01.       Loans..........................................................................................34
      2.02.       Borrowings.....................................................................................36
      2.03.       Letters of Credit..............................................................................36
      2.04.       Termination and Reductions of Commitments......................................................41
      2.05.       Fees...........................................................................................41
      2.06.       Lending Offices................................................................................41
      2.07.       Several Obligations of Lenders.................................................................41
      2.08.       Notes; Register................................................................................41
      2.09.       Optional Prepayments and Conversions or Continuations of Loans.................................42
      2.10.       Mandatory Prepayments..........................................................................43
      2.11.       Replacement of Lenders.........................................................................45

Section 3.        Payments of Principal and Interest.............................................................46
      3.01.       Repayment of Loans.............................................................................46
      3.02.       Interest.......................................................................................46

Section 4.        Payments; Pro Rata Treatment; Computations; Etc................................................47
      4.01.       Payments.......................................................................................47
      4.02.       Pro Rata Treatment.............................................................................47
      4.03.       Computations...................................................................................48
      4.04.       Minimum Amounts................................................................................48
      4.05.       Certain Notices................................................................................48
      4.06.       Non-Receipt of Funds by the Administrative Agent...............................................49
      4.07.       Right of Setoff; Sharing of Payments; Etc......................................................50

Section 5.        Yield Protection, Etc..........................................................................51
      5.01.       Additional Costs...............................................................................51
      5.02.       Limitation on Types of Loans...................................................................52
      5.03.       Illegality.....................................................................................53
      5.04.       Treatment of Affected Loans....................................................................53
      5.05.       Compensation...................................................................................53
      5.06.       Net Payments...................................................................................54

Section 6.        Guarantee......................................................................................56
      6.01.       The Guarantee..................................................................................56
      6.02.       Obligations Unconditional......................................................................57
</Table>


                                      -i-
<PAGE>

<Table>
<Caption>
                                                                                                                 Page
                                                                                                                 ----
<S>               <C>                                                                                            <C>
      6.03.       Reinstatement...................................................................................58
      6.04.       Subrogation; Subordination......................................................................58
      6.05.       Remedies........................................................................................58
      6.06.       Instrument for the Payment of Money.............................................................59
      6.07.       Continuing Guarantee............................................................................59
      6.08.       General Limitation on Guarantee Obligations.....................................................59

Section 7.        Conditions Precedent............................................................................59
      7.01.       Effectiveness of Credit Agreement and Initial Extension of Credit Under the Credit
                     Agreement....................................................................................59
      7.02.       Initial and Subsequent Extensions of Credit Under This Agreement................................65
      7.03.       Release from Escrow Account.....................................................................65
      7.04.       Certifications..................................................................................66

Section 8.        Representations and Warranties..................................................................66
      8.01.       Corporate Existence.............................................................................66
      8.02.       Financial Condition; Etc........................................................................67
      8.03.       Litigation......................................................................................67
      8.04.       No Breach; No Default...........................................................................67
      8.05.       Action..........................................................................................67
      8.06.       Approvals.......................................................................................67
      8.07.       Representations and Warranties in Transaction Documents.........................................68
      8.08.       ERISA...........................................................................................68
      8.09.       Taxes...........................................................................................68
      8.10.       Investment Company Act; Public Utility Holding Company Act; Other Restrictions..................69
      8.11.       Environmental Matters...........................................................................69
      8.12.       Environmental Investigations....................................................................69
      8.13.       Use of Proceeds.................................................................................70
      8.14.       Subsidiaries....................................................................................70
      8.15.       Properties......................................................................................70
      8.16.       Security Documents..............................................................................70
      8.17.       Licenses and Permits; Compliance with Laws......................................................71
      8.18.       True and Complete Disclosure....................................................................71
      8.19.       Solvency; Etc...................................................................................72
      8.20.       Contracts.......................................................................................72
      8.21.       Labor Matters...................................................................................72
      8.22.       Intellectual Property...........................................................................72

Section 9.        Covenants.......................................................................................73
      9.01.       Financial Statements, Etc.......................................................................73
      9.02.       Litigation, Etc.................................................................................76
      9.03.       Existence; Compliance with Law; Payment of Taxes; Inspection Rights; Performance of
                     Obligations; Etc.............................................................................76
      9.04.       Insurance.......................................................................................77
      9.05.       Limitation on Lines of Business.................................................................78
      9.06.       Limitation on Fundamental Changes, Acquisitions and Dispositions................................78
      9.07.       Limitation on Liens and Related Matters.........................................................81
</Table>


                                      -ii-
<PAGE>


<Table>
<Caption>
                                                                                                                 Page
                                                                                                                 ----
<S>               <C>                                                                                            <C>
      9.08.       Prohibition on Disqualified Capital Stock; Limitation on Indebtedness and
                     Contingent Obligations.......................................................................83
      9.09.       Limitation on Investments; Limitation on Creation of Subsidiaries...............................85
      9.10.       Limitation on Dividend Payments.................................................................86
      9.11.       Financial Covenants.............................................................................88
      9.12.       Pledge or Mortgage of Additional Collateral.....................................................89
      9.13.       Security Interests; Further Assurances..........................................................91
      9.14.       Compliance with Environmental Laws..............................................................92
      9.15.       Limitation on Transactions with Affiliates......................................................92
      9.16.       Limitation on Accounting Changes; Limitation on Investment Company Status.......................93
      9.17.       Limitation on Modifications of Certain Documents, Etc...........................................93
      9.18.       Interest Rate Protection Agreements.............................................................93
      9.19.       Limitation on Certain Restrictions Affecting Subsidiaries.......................................93
      9.20.       Additional Obligors.............................................................................94
      9.21.       Limitation on Designation of Designated Senior Indebtedness.....................................94
      9.22.       Foreign Subsidiaries' Security..................................................................95
      9.23.       Limitation on Activities of Holdings............................................................95
      9.24.       Limitation on Issuance or Dispositions of Equity Interests of Companies.........................95
      9.25.       Limitation on Payments or Prepayments of Subordinated Debt or Modification of Debt
                     Documents....................................................................................95
      9.26.       Casualty and Condemnation.......................................................................96
      9.27.       Tax Sharing Arrangements........................................................................96
      9.28.       Use of Proceeds.................................................................................96
      9.29.       Rating of Loans.................................................................................96
      9.30.       Sale and Leaseback..............................................................................97
      9.31.       Account Maintenance.............................................................................97
      9.32.       Post-Closing Obligations........................................................................97

Section 10.       Events of Default...............................................................................97

Section 11.       The Agents......................................................................................100
      11.01.      General Provisions..............................................................................100
      11.02.      Indemnification.................................................................................102
      11.03.      Consents Under Other Credit Documents...........................................................103
      11.04.      Assistance by Lenders...........................................................................103
      11.05.      Syndication Agent and the Documentation Agents..................................................103

Section 12.       Collateral Account; Application of Collateral Proceeds..........................................103
      12.01.      Collateral Account..............................................................................103
      12.02.      Proceeds of Destruction, Taking and Collateral Dispositions.....................................104
      12.03.      Application of Proceeds.........................................................................105

Section 13.       Miscellaneous...................................................................................105
      13.01.      Waiver..........................................................................................105
      13.02.      Notices.........................................................................................105
      13.03.      Expenses, Indemnification, Etc..................................................................106
      13.04.      Amendments, Etc.................................................................................107
      13.05.      Successors and Assigns..........................................................................110
</Table>


                                   -iii-
<PAGE>

<Table>
<Caption>
                                                                                                                 Page
                                                                                                                 ----
<S>               <C>                                                                                            <C>
      13.06.      Assignments and Participations..................................................................110
      13.07.      Survival........................................................................................112
      13.08.      Captions........................................................................................113
      13.09.      Counterparts; Interpretation; Effectiveness.....................................................113
      13.10.      Governing Law; Submission to Jurisdiction; Waivers; Etc.........................................113
      13.11.      Confidentiality.................................................................................113
      13.12.      Independence of Representations, Warranties and Covenants.......................................114
      13.13.      Severability....................................................................................114
      13.14.      Acknowledgments.................................................................................114
      13.15.      Limitation on Interest..........................................................................114

Signatures........................................................................................................S-1
</Table>

                                      -iv-


<PAGE>

<Table>
<S>                                   <C>
ANNEX A                      -        General Terms of Permitted Receivables Transaction

SCHEDULE 1.01(a)             -        Existing Letters of Credit
SCHEDULE 1.01(b)             -        Subsidiary Guarantors
SCHEDULE 3.01(b)             -        Amortization Schedule
SCHEDULE 7.01(v)             -        Indebtedness
SCHEDULE 7.01(xiv)(c)        -        Deposit Accounts and Securities Accounts
SCHEDULE 7.01(xiv)(f)        -        Landlord Access Agreement Locations
SCHEDULE 8.03                -        Litigation
SCHEDULE 8.11                -        Environmental Matters
SCHEDULE 8.14                -        Subsidiaries of Borrower
SCHEDULE 8.15                -        Property
SCHEDULE 8.20                -        Certain Contracts
SCHEDULE 8.21                -        Labor Matters
SCHEDULE 8.22                -        Intellectual Property
SCHEDULE 9.06(k)             -        Certain Properties to Be Leased or Subleased
SCHEDULE 9.09                -        Investments
SCHEDULE 9.15                -        Existing Affiliate Agreements
SCHEDULE 9.32                -        Liens to be Removed Post-Closing

EXHIBIT A-1                  -        Form of Revolving Credit Note
EXHIBIT A-2                  -        Form of Term Loan Note
EXHIBIT A-3                  -        Form of Swing Loan Note
EXHIBIT B                    -        Form of Intercompany Note
EXHIBIT C                    -        Form of Interest Rate Certificate
EXHIBIT D                    -        [RESERVED]
EXHIBIT E                    -        Form of Security Agreement
EXHIBIT F                    -        Form of Perfection Certificate
EXHIBIT G                    -        Form of Opinion of Counsel to the Obligors to Be Delivered
                                        on the Closing Date
EXHIBIT H                    -        Form of Notice of Assignment
EXHIBIT I                    -        Form of Notice of Borrowing
EXHIBIT J                    -        Form of Notice of Conversion/Continuation
EXHIBIT K                    -        Form of Joinder Agreement
EXHIBIT L                    -        Form of Section 5.06 Certificate for Lenders
EXHIBIT M                    -        Form of  Solvency Certificate
EXHIBIT N                    -        Form of Assignment Agreement
EXHIBIT O                    -        Form of Tax Sharing Agreement
EXHIBIT P                    -        Form of Landlord Access Agreement
</Table>


                                      -v-
<PAGE>



                                CREDIT AGREEMENT


                  THIS CREDIT AGREEMENT, dated as of December 10, 2003, is among
ATRIUM COMPANIES, INC., a Delaware corporation ("Borrower"), ATRIUM CORPORATION,
a Delaware corporation ("Holdings"), the Subsidiary Guarantors, each of the
lenders that is a signatory hereto identified under the caption "LENDERS" on the
signature pages hereto or that, pursuant to Section 13.06(b), shall become a
"Lender" hereunder (collectively, the "Lenders"), CANADIAN IMPERIAL BANK OF
COMMERCE ("CIBC"), as the administrative agent (in such capacity, the
"Administrative Agent") for the Lenders and as the collateral agent (in such
capacity, the "Collateral Agent") for the Creditors, UBS SECURITIES LLC
("UBSS"), as the syndication agent (in such capacity, the "Syndication Agent")
for the Lenders, ANTARES CAPITAL CORPORATION and CIT LENDING SERVICES
CORPORATION, as the co-documentation agents (in such capacity, the
"Documentation Agents") for the Lenders, and CIBC WORLD MARKETS CORP. ("CIBC
World Markets") and UBSS, as the joint lead arrangers and joint book-runners
(collectively, in such capacities, the "Lead Arrangers").

                                   WITNESSETH:

                  WHEREAS, ATR Acquisition, LLC, a Delaware limited liability
company (the "LLC"), proposes to acquire Holdings pursuant to an agreement and
plan of merger (the "Merger Agreement"), dated as of October 27, 2003, as
amended, by and among KAT Holdings, Inc., a Delaware corporation formed by the
LLC ("Acquisition Sub"), Holdings and the securityholders named therein, whereby
Acquisition Sub will be merged (the "Merger") with and into Holdings, with
Holdings being the surviving corporation;

                  WHEREAS, in connection with the Merger, certain of Holdings's
and its subsidiaries' debt will be repaid or refinanced (the "Refinancing")
(including, without limitation, the repayment or refinancing of (a) Holdings's
existing 15% Senior Pay-In-Kind Notes due 2010 (the "PIK Notes") and (b)
Borrower's existing senior credit facility), and consents will be solicited with
respect to amendments to the indentures governing the Senior Subordinated Notes
and the PIK Notes (the "Consent Solicitations");

                  WHEREAS, the sources of funds required to fund the Merger, the
Refinancing, the payment of accrued interest, consent fees and redemption
premiums in connection with the Refinancing and the Consent Solicitations, to
pay fees, commissions and expenses of up to approximately $38.0 million in
connection with the Transactions and to provide ongoing working capital
requirements of Borrower and its Subsidiaries following the Merger will include:

                  (i) senior secured credit facilities consisting, pursuant to
         this Agreement, of (x) a senior secured term loan facility to Borrower
         of up to $140.0 million (and up to an additional $40 million in
         connection with the Superior Acquisition) and (y) a senior secured
         revolving credit facility to Borrower of up to $50.0 million, which
         will be undrawn on the closing date of the Merger;

                  (ii) the issuance by Borrower of up to $50.0 million aggregate
         gross proceeds of 10 1/2% unsecured senior subordinated notes due 2009
         (which notes shall have identical terms as the Senior Subordinated
         Notes) (the "Add-on Notes") pursuant to a public offering or Rule 144A
         or other private placement (the "Add-on Notes Offering"); and

                 (iii) cash equity investments in the LLC of not less than
         $265.0 million by Kenner Equities III, L.P. ("Sponsor"), its affiliates
         and one or more other investors (the "Equity


<PAGE>

         Investors") on terms and conditions reasonably satisfactory to the Lead
         Arrangers, which investments shall be contributed to Holdings in cash
         as common equity and used to fund a portion of the Transactions on the
         Closing Date (the "Equity Financing");

                  WHEREAS, in connection with the Transactions, the Superior
Acquisition and the ongoing working capital and general corporate needs of
Borrower and its Subsidiaries, Borrower desires to obtain the Commitments on the
terms and conditions set forth herein; and

                  WHEREAS, the Lenders and the Issuing Lender are willing, on
the terms and subject to the conditions hereinafter set forth, to extend the
Commitments and make Loans to Borrower and issue (or participate in) Letters of
Credit;

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

                  Section 1. Definitions, Accounting Matters and Rules of
Construction.

                  1.01. Certain Defined Terms. As used herein, the following
terms shall have the following meanings:

                  "ABR Loans" shall mean Loans that bear interest at rates based
upon the Alternate Base Rate.

                  "Account" shall mean any account (as that term is defined in
Section 9-106 of the UCC) of any Company arising from the sale or lease of goods
or rendering of services.

                  "Acquisition" shall mean, with respect to any Person, any
transaction or series of related transactions for the direct or indirect (a)
acquisition of all or substantially all of the Property of any other Person, or
of any business or division of any other Person, (b) acquisition of in excess of
50% of the Equity Interests of any other Person, or otherwise causing any other
Person to become a Subsidiary of such Person, or (c) merger or consolidation or
any other combination with any other Person.

                  "Acquisition Consideration" shall mean the purchase
consideration for any Acquisition and all other payments made and Indebtedness
assumed by any Company in exchange for, or as part of, or in connection with,
any Acquisition, whether paid in cash or by exchange of Equity Interests or of
assets or otherwise and whether payable at or prior to the consummation of such
Acquisition or deferred for payment at any future time, whether or not any such
future payment is subject to the occurrence of any contingency, and includes any
and all payments and liabilities representing the purchase price and the amount
of any Indebtedness assumed, "earn-outs" and other similar agreements in an
amount reasonably determined in good faith by Borrower (such determination to
include Borrower's good faith judgment as to whether any contingencies or other
conditions associated with any such "earn-out" or similar arrangement are
reasonably likely to be met or satisfied) at the time of consummation of such
Acquisition equal to the net present value of the payment provided for in such
"earn-out" or other similar agreement, consulting agreements (exclusive of
consulting or employment agreements for services rendered in the ordinary course
of business) and service agreements and non-competition agreements.

                  "Acquisition Sub" see the first recital to this Agreement.

                  "Additional Collateral" see Section 9.12.

                  "Add-on Notes" see the third recital to this Agreement.


                                      -2-
<PAGE>


                  "Add-on Notes Offering" see the third recital to this
Agreement.

                  "Adjusted Net Income" shall mean, for any period, the
consolidated net income (loss) for such period, of Borrower and its Consolidated
Subsidiaries calculated on a consolidated basis in accordance with GAAP,
adjusted by excluding (to the extent taken into account in the calculation of
such consolidated net income (loss)) the effect of (a) gains or losses for such
period from Dispositions not in the ordinary course of business and Excluded
Dispositions not in the ordinary course of business, and the tax consequences
thereof, (b) any non-recurring or extraordinary items of income or expense for
such period and the tax consequences thereof (including expenses related to the
Transactions or any Permitted Acquisition); provided that an item will not be
considered "non-recurring" if it is in the ordinary course of continuing
operations or if such item occurred within the prior two years, (c) the portion
of net income (loss) of any Person (other than a Subsidiary) in which Borrower
or any Subsidiary has an ownership interest, except to the extent of the amount
of cash dividends or other cash distributions actually paid to Borrower or
(subject to clause (d) below) any Subsidiary during such period to the extent
not in excess of Borrower's or such Subsidiary's proportionate interest in such
Person's consolidated net income for such period, and (d) the net income of any
Subsidiary to the extent that the declaration or payment of dividends or similar
distribution by such Subsidiary was not for the relevant period permitted
(without giving effect to any non-permanent waiver), directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Subsidiary or its stockholders.

                  "Administrative Agent" see the introduction to this Agreement.

                  "Advance Date" see Section 4.06.

                  "Affiliate" shall mean, with respect to any Person, any other
Person which directly or indirectly controls, or is under common control with,
or is controlled by, such Person. As used in this definition, "control"
(including, with its correlative meanings, "controlled by" and "under common
control with") shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise). Notwithstanding the foregoing, solely for purposes of Section 9.15,
no Company shall be deemed an Affiliate of any other Company. No Creditor will
be deemed to be an Affiliate of any Company solely by reason of its relationship
with such Company arising from the Credit Documents.

                  "Affiliate Transaction" see Section 9.15.

                  "Agent" shall mean any of the Administrative Agent, the
Collateral Agent, the Documentation Agents or the Syndication Agent; provided,
that for purposes of Section 11 "Agent" shall mean only the Administrative Agent
or the Collateral Agent, as the context requires.

                  "Agreement" shall mean, on any date, this Credit Agreement as
originally in effect on the Closing Date and as thereafter from time to time
amended, supplemented, amended and restated or otherwise modified from time to
time and in effect on such date.

                  "Alternate Base Rate" shall mean for any day, a rate per annum
that is equal to the higher of (i) the Federal Funds Rate, plus 0.50%, or (ii)
the Prime Rate.

                  "Amortization Payment" shall mean each scheduled installment
of principal payments on the Term Loans as set forth in Section 3.01(b).


                                      -3-
<PAGE>

                  "Applicable Lending Office" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or of an Affiliate
of such Lender) designated for such type of Loan on the signature pages hereof
or such other office of such Lender (or of an Affiliate of such Lender) as such
Lender may from time to time specify in writing to the Administrative Agent and
Borrower as the office by which its Loans of such Type are to be made and
maintained.

                  "Applicable Margin" shall mean:

                  (a) with respect to Term Loans, at all times prior to the
         Reset Date, 1.75% for Term Loans maintained as ABR Loans and 2.75% for
         Term Loans maintained as LIBOR Loans; provided that at all times after
         the Reset Date that the Total Leverage Ratio set forth in the Interest
         Rate Certificate most recently delivered by Borrower to the
         Administrative Agent is less than 3.00:1 the Applicable Margin shall be
         1.50% for Term Loans maintained as ABR Loans and 2.50% for Term Loans
         maintained as LIBOR Loans; and

                  (b) with respect to Revolving Credit Loans, (i) at all times
         prior to the Reset Date, 2.00% for Revolving Credit Loans maintained as
         ABR Loans and 3.00% for Revolving Credit Loans maintained as LIBOR
         Loans and (ii) at all times after the Reset Date, the applicable
         percentage set forth below corresponding to the relevant Total Leverage
         Ratio determined by reference to the Total Leverage Ratio set forth in
         the Interest Rate Certificate most recently delivered by Borrower to
         the Administrative Agent:

<Table>
<Caption>
                                                             Applicable                   Applicable
                                                             Margin for                   Margin for
                                                       Revolving Credit Loans       Revolving Credit Loans
                             Leverage                      Maintained as                 Maintained as
                               Ratio                         ABR Loans                    LIBOR Loans
                            ---------                  ----------------------       ----------------------
<S>                                                    <C>                          <C>
            > or = 4.25:1                                      2.00%                         3.00%

                 < 4.25:1 but greater than or = 3.75:1         1.75%                         2.75%

                 < 3.75:1 but greater than or = 3.25:1         1.50%                         2.50%

                 < 3.25:1 but greater than or = 2.75:1         1.25%                         2.25%

                 < 2.75:1                                      1.00%                         2.00%
</Table>

Changes in the Applicable Margin resulting from a change in the Total Leverage
Ratio shall become effective upon delivery by Borrower to the Administrative
Agent of a new Interest Rate Certificate pursuant to Section 9.01(e). If
Borrower fails to deliver the Interest Rate Certificates and financial
statements within the times specified in Sections 9.01(a), (b) and (e), the
Total Leverage Ratio shall be deemed to be that in the highest Applicable Margin
set forth above until but not including the date on which Borrower delivers such
Interest Rate Certificates and financial statements.

                  "Approved Fund" shall mean, with respect to any Lender that is
a fund or commingled investment vehicle that invests in commercial loans, any
other fund that invests in commercial loans and is administered, managed or
advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

                  "A/R Facility" shall mean Borrower's existing receivables
securitization facility established pursuant to the A/R Facility Documentation.

                  "A/R Facility Documentation" means that certain Receivable
Purchase Agreement dated as of July 31, 2001, among Atrium Funding Corporation,
Borrower, Fairway Finance Corporation and

                                      -4-
<PAGE>


BMO Nesbitt Burns Corp., as amended, and that certain Purchase and Sale
Agreement dated July 31, 2001, between the various entities listed on Schedule A
thereto and Atrium Funding Corporation, as amended.

                  "Bankruptcy Code" shall mean the Federal Bankruptcy Code of
1978, as amended.

                  "Borrower" see the introduction to this Agreement.

                  "Business Day" shall mean any day (a) on which commercial
banks are not authorized or required to close in New York City or Dallas, Texas
and (b) if such day relates to a borrowing of, a payment or prepayment of
principal of or interest on, a Continuation or Conversion of or into, or an
Interest Period for, a LIBOR Loan or a notice by Borrower with respect to any
such borrowing, payment, prepayment, Continuation, Conversion or Interest
Period, that is also a day on which dealings in Dollar deposits are carried out
in the London interbank market.

                  "Capital Expenditures" shall mean, for any period, any direct
or indirect expenditures of Borrower and the Subsidiaries which should be
capitalized on the consolidated balance sheet of Borrower and the Subsidiaries
in accordance with GAAP in respect of the purchase or other acquisition of fixed
or capital assets (including, without limitation, securities), excluding (i)
normal replacement and maintenance programs properly charged to current
operations, (ii) any expenditure made with the Net Available Proceeds of any
Disposition to the extent such Net Available Proceeds are not required to be
applied to the prepayment of the Loans in accordance with Section 2.10(a)(iv),
(iii) any expenditure made with the proceeds of any Excluded Disposition, (iv)
expenditures in an amount not to exceed the sum of (x) the Net Available
Proceeds of any Casualty Event to the extent such Net Available Proceeds are not
required to be applied to the prepayment of the Loans in accordance with Section
2.10(a)(i) and (y) the amount of any applicable insurance deductibles with
respect to such Casualty Event to the extent such amount is applied as set forth
in clause (x) of Section 2.10(a)(i) within the period specified therein, (v)
expenditures to effect Permitted Acquisitions, (vi) the purchase price of
equipment to the extent that the consideration therefor consists of used or
surplus equipment being traded in at such time or the proceeds of a concurrent
sale of such used or surplus equipment, in each case in the ordinary course of
business, (vii) any deposits required to be made in connection with the purchase
or other acquisition of fixed or capital assets; provided, however, that such a
deposit shall no longer be excluded from Capital Expenditures if used to
purchase or acquire fixed or capital assets, (viii) option exercise costs to
acquire Property and the costs of improvements to such Property so long as such
Property is sold within the same fiscal year, (ix) any capitalized interest and
(x) capital expenditures resulting from operating lease conversions pursuant to
Section 9.08(k)(ii).

                  "Capital Lease," as applied to any Person, shall mean any
lease of any Property by that Person as lessee which, in conformity with GAAP,
is required to be classified and accounted for as a capital lease on the balance
sheet of that Person.

                  "Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a Capital Lease,
and, for purposes of this Agreement, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP.

                  "Casualty Event" shall mean, with respect to any Property
(including Real Property) of any Person, any loss of title with respect to Real
Property or any loss of or damage to or destruction of, or any condemnation or
other taking (including by any Governmental Authority) of, such Property
(including Real Property) for which such Person or any of its Subsidiaries
receives insurance proceeds or proceeds of a condemnation award or other
compensation; provided, however, no such event shall constitute a Casualty Event
if (x) such proceeds or other compensation in respect thereof is less than $1.0
million

                                      -5-
<PAGE>


and (y) all such proceeds and other compensation in respect of all such events
since the Closing Date are less than $5.0 million. "Casualty Event" shall
include but not be limited to any taking of any Mortgaged Real Property or Real
Property of any Company or any part thereof, in or by condemnation or other
eminent domain proceedings pursuant to any law, general or special, or by reason
of the requisition (other than for temporary purposes) of the use or occupancy
of any Mortgaged Real Property or Real Property of any Company or any part
thereof, by any Governmental Authority, civil or military.

                  "CERCLA" see Section 8.11.

                  "Change of Control" shall mean any transaction or event
(including, without limitation, an issuance, sale or exchange of Equity
Interests, a merger or consolidation, or a dissolution or liquidation) occurring
on or after the Closing Date (whether or not approved by the board of directors
of Holdings) as a direct or indirect result of which (a) if such transaction or
event occurs prior to the consummation of an Initial Public Offering, the
Permitted Holders fail to collectively beneficially own, directly or indirectly,
Equity Interests of Holdings representing at least a majority (on a fully
diluted basis) of the aggregate voting power of the Equity Interests of Holdings
at the time outstanding or fail to have the ability to appoint at least a
majority of the board of directors of Holdings or Borrower; (b) if such
transaction or event is an Initial Public Offering or occurs after the
consummation of an Initial Public Offering, (i) any Person or any group (other
than the Permitted Holders) shall (A) (directly or indirectly) beneficially own
in the aggregate Equity Interests of Holdings representing 35% or more (on a
fully diluted basis) of the aggregate voting power of the Equity Interests of
Holdings at the time outstanding or (B) have the right or power to appoint,
directly or indirectly, a majority or more of the board of directors of Holdings
or Borrower or (ii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the board of directors of Holdings
or Borrower (together with any new directors whose election by the shareholders
of Holdings or Borrower, as applicable, was approved by a vote of at least a
majority of the directors of Holdings or Borrower, as applicable, then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the board of directors of Holdings or
Borrower, as applicable, then in office; or (c) if such transaction or event
occurs at any time, whether before or after the consummation of an Initial
Public Offering, (i) any event or circumstance constituting a "change of
control" or other similar occurrence under any Material Indebtedness shall occur
which results in an obligation of any Company to prepay, purchase, offer to
purchase, redeem or defease all or a portion of such Indebtedness or (ii)
Holdings at any time ceases to own directly or indirectly 100% of the Equity
Interests of Borrower. For purposes of this definition, the terms "beneficially
own" and "group" shall have the respective meanings ascribed to them pursuant to
Section 13(d) of the Exchange Act, except that a Person or group shall be deemed
to "beneficially own" all securities that such Person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time.

                  "CIBC" see the introduction to this Agreement.

                  "CIBC World Markets" see the introduction to this Agreement.

                  "Class" see Section 1.03.

                  "Closing Date" shall mean the date upon which the initial
extension of credit under this Agreement is made.

                  "Code" shall mean the United States Internal Revenue Code of
1986, as amended from time to time, and the U.S. Treasury Regulations
promulgated thereunder.


                                      -6-
<PAGE>


                  "Collateral" shall mean all of the Security Agreement
Collateral and Mortgaged Real Property.

                  "Collateral Account" see Section 12.01.

                  "Collateral Agent" see the introduction to this Agreement.

                  "Commission" shall mean the United States Securities and
Exchange Commission.

                  "Commitment Letter" shall mean the bank and bridge commitment
letter, dated October 27, 2003, from CIBC, CIBC Inc., CIBC World Markets, UBS
AG, Cayman Islands Branch, and UBSS to KAT Holdings, L.P.

                  "Commitments" shall mean the Revolving Credit Commitments and
the Term Loan Commitments.

                  "Companies" shall mean the Obligors and their respective
Subsidiaries; and "Company" shall mean any of them.

                  "Consent Solicitations" see the second recital to this
Agreement.

                  "Consolidated EBITDA" shall mean, for any Measurement Period,
the remainder of (A) the sum (without duplication) of the amounts for such
period of (i) Adjusted Net Income, (ii) income tax expense to the extent
deducted in determining Adjusted Net Income for such period, (iii) the sum of
(a) all interest expense to the extent deducted in determining Adjusted Net
Income for such period, plus (b) an amount equal to the interest (or other fees
in the nature of interest or discount accrued and paid or payable in cash) for
such period on any Permitted Receivables Transaction, plus (c) other than for
purposes of the definition of Excess Cash Flow, Permitted Securitization Fees
paid or payable in cash for such period to the extent deducted in determining
Adjusted Net Income for such period (without duplication of any such amounts
added back pursuant to any other clause of this definition), (iv) depreciation
expenses and amortization expense to the extent deducted in determining Adjusted
Net Income for such period, (v) the non-cash component of any item of expense to
the extent deducted in determining Adjusted Net Income for such period, other
than to the extent requiring an accrual or reserve for future cash expenses,
(vi) the amortization or expensing of any asset step-up resulting from purchase
accounting to the extent deducted in determining Adjusted Net Income, (vii)
other than for purposes of calculating Excess Cash Flow, to the extent deducted
in determining Adjusted Net Income, the cash portion of stock compensation
expense related to the departure from Holdings or any Subsidiary of any Person
owning any Equity Interests of Holdings up to a maximum of $15.0 million, (viii)
expenses resulting from changes in accounting methods, (ix) the non-cash portion
of stock compensation expense to the extent not requiring any cash expenses in
the relevant Measurement Period and (x) non-capitalized acquisition expenses,
all as determined on a consolidated basis for Borrower and its Consolidated
Subsidiaries in accordance with GAAP, minus (B) the sum of (1) cash dividends
and other distributions paid by Borrower pursuant to Sections 9.10(b)(i) and (2)
solely for purposes of calculating Consolidated EBITDA for purposes of the
Interest Coverage Ratio and the Fixed Charge Coverage Ratio, interest income
from Permitted Investments.

                  Other than for purposes of calculating Excess Cash Flow,
Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to
the Transactions, any Acquisition permitted hereby and Dispositions (other than
any Dispositions in the ordinary course of business) consummated during the
relevant Measurement Period as if each such Acquisition had been effected on the
first day of such period and as if each such Disposition had been consummated on
the day prior to the first day of such period.


                                      -7-
<PAGE>


                  Notwithstanding the foregoing, Consolidated EBITDA for (i) the
first fiscal quarter of 2003 shall be $12.447 million, (ii) the second fiscal
quarter of 2003 shall be $25.753 million and (iii) the third fiscal quarter of
2003 shall be $27.106 million, subject to accounting for Acquisitions and
Dispositions occurring after the Closing Date (other than the Transactions) on a
Pro Forma Basis. In addition, Consolidated EBITDA for the fourth fiscal quarter
of 2003 shall be increased by $764,000 to account for amounts related to certain
operating lease conversions and management fees that were deducted in
determining Adjusted Net Income.

                  "Consolidated Interest Expense" shall mean, for any
Measurement Period, the sum of (A) all cash interest expense (including
commitment fees, letter of credit fees and the interest component of Capital
Leases) of Borrower and its Consolidated Subsidiaries for such Measurement
Period including the net amounts payable or receivable under all Interest Rate
Protection Agreements less interest income from Permitted Investments, plus (B)
in the event of the consummation of a Permitted Receivables Transaction, an
amount equal to the interest (or other fees in the nature of interest or
discount accrued and paid or payable in cash) for such period on any Permitted
Receivables Transaction.

                  Consolidated Interest Expense shall be calculated on a Pro
Forma Basis to give effect to any Indebtedness incurred, assumed or permanently
repaid or extinguished during the relevant Measurement Period in connection with
any Acquisitions permitted hereby and Dispositions (other than any Dispositions
in the ordinary course of business) as if such incurrence, assumption, repayment
or extinguishing had been effected on the first day of such period.

                  "Consolidated Subsidiary" shall mean, for any Person, each
Subsidiary of such Person (whether now existing or hereafter created or
acquired) the financial statements of which shall be (or should have been)
consolidated with the financial statements of such Person in accordance with
GAAP.

                  "Contingent Obligation" shall mean, as to any Person, any
direct or indirect liability of such Person, whether or not contingent, with or
without recourse, (a) with respect to any Indebtedness, lease, dividend or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of such Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition 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 holder of any such primary obligation against loss in respect
thereof (each of (i)-(iv), a "Guaranty Obligation"); (b) with respect to any
Surety Instrument (other than any Letter of Credit) issued for the account of
such Person or as to which such Person is otherwise liable for reimbursement of
drawings or payments; (c) to purchase any materials, supplies or other property
from, or to obtain the services of, another Person if the relevant contract or
other related document or obligation requires that payment for such materials,
supplies or other property, or for such services, shall be made regardless of
whether delivery of such materials, supplies or other property is ever made or
tendered, or such services are ever performed or tendered; or (d) in respect of
any Swap Contract; provided, however, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection or standard
contractual indemnities entered into, in each case in the ordinary course of
business. The amount of any Contingent Obligation shall (x) in the case of a
Guaranty Obligation, be deemed equal to the stated or determinable amount of the
primary obligation in respect of which such Guaranty Obligation is made or, if
not stated or if indeterminable, the maximum reasonably anticipated liability in
respect thereof, and (y) in the case of other Contingent Obligations, be equal
to the maximum reasonably anticipated liability in respect thereof.


                                      -8-
<PAGE>


                  "Continue," "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.09 of a LIBOR Loan from one Interest Period
to the next Interest Period.

                  "Contractual Obligation" shall mean as to any Person, any
provision of any security issued by such Person or of any mortgage, security
agreement, pledge agreement, indenture, credit agreement, securities purchase
agreement, debt instrument, contract, agreement, instrument or other undertaking
to which such Person is a party or by or to which it or any of its Property is
bound or subject.

                  "Control Agreement" shall have the meaning assigned to such
term in the Security Agreement.

                  "Convert," "Conversion" and "Converted" shall refer to a
conversion pursuant to Section 2.09 of one Type of Loan into another Type of
Loan, which may be accompanied by the transfer by a Lender (at its sole
discretion) of a Loan from one Applicable Lending Office to another.

                  "Covered Taxes" see Section 5.06(a).

                  "Credit Documents" shall mean, collectively, this Agreement,
the Notes, the Letters of Credit, the Fee Letter, each Security Document and
each other agreement, certificate, document or instrument delivered in
connection with any Credit Document, whether or not specifically mentioned
herein or therein; provided that for purposes of any agreement pursuant to which
the Collateral Agent is granted a Lien to secure the Obligations, the term
"Credit Document" shall include each Swap Contract entered into by Borrower or
any of its Subsidiaries with a Creditor.

                  "Creditor" shall mean (i) any Agent, (ii) the Issuing Lender,
(iii) any Lender, and (iv) any party to a Swap Contract relating to the Loans if
at the date of entering into such Swap Contract such party was a Lender or an
Affiliate of a Lender.

                  "Debt Issuance" shall mean the incurrence by any Company of
any Indebtedness after the Closing Date (other than as permitted by Section
9.08).

                  "Default" shall mean any event or condition that constitutes
an Event of Default or that would become, with notice or lapse of time or both,
an Event of Default.

                  "Designated Equity Issuance Proceeds" shall mean at any time
the excess of (A) any net cash proceeds of any issuance of Qualified Capital
Stock by Holdings designated in writing by Borrower to the Administrative Agent
pursuant to an Officer's Certificate as being "Designated Equity Issuance
Proceeds" to the extent that the aggregate amount of such net cash proceeds so
designated since the Closing Date does not exceed $30.0 million over (B) the
aggregate sum total of all amounts applied in reliance on such Designated Equity
Issuance Proceeds since the Closing Date and on or prior to such time pursuant
to Section 9.06(i).

                  "Disposition" shall mean (i) any conveyance, sale, lease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any sale-leaseback transaction) of any Property
(including receivables and Equity Interests of any Person owned by any Company)
(whether now owned or hereafter acquired) by any Company to any Person other
than Borrower or any Qualified Subsidiary, (ii) any issuance or sale by any
Subsidiary of its Equity Interests to any Person other than Borrower or any
Subsidiary, and (iii) any liquidating or other non-ordinary course dividend or
distribution or return of Investment received by any Company in respect of any
joint venture or similar enterprise, excluding, however, in each case, any
Excluded Disposition.


                                      -9-
<PAGE>


                  "Disposition Event" shall mean the receipt by any Company of
cash proceeds or cash distributions of any kind from Property received in
consideration for a Disposition.

                  "Disqualified Capital Stock" shall mean, with respect to any
Person, any Equity Interest of such Person that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event, matures (excluding any maturity as the
result of an optional redemption by the issuer thereof) or is mandatorily
redeemable (other than solely for Qualified Capital Stock), pursuant to a
sinking fund obligation or otherwise, or is redeemable at the sole option of the
holder thereof (other than solely for Qualified Capital Stock) or exchangeable
or convertible into debt securities of the issuer thereof at the sole option of
the holder thereof, in whole or in part, on or prior to the date which is 90
days after the Final Maturity Date.

                  "Dividend Payment" shall mean dividends (in cash, Property or
obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any Equity Interests
or Equity Rights of any Company, but excluding dividends paid through the
issuance of additional shares of Qualified Capital Stock and any redemption or
exchange of any Qualified Capital Stock of such Company through the issuance of
Qualified Capital Stock of such Company.

                  "Documentation Agents" see the introduction to this Agreement.

                  "Dollars" and "$" shall mean lawful money of the United States
of America.

                  "Eligible Person" shall mean (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100.0 million; (ii) a commercial bank organized
under the laws of any other country that is a member of the Organization for
Economic Cooperation and Development (the "OECD"), or a political subdivision of
any such country, and having a combined capital and surplus in a dollar
equivalent amount of at least $100.0 million; provided, however, that such bank
is acting through a branch or agency located in the country in which it is
organized or another country that is also a member of the OECD; (iii) an
insurance company, mutual fund or other entity which is regularly engaged in
making, purchasing or investing in loans or securities or other financial
institution organized under the laws of the United States, any state thereof,
any other country that is a member of the OECD or a political subdivision of any
such country with assets, or assets under management, in a dollar equivalent
amount of at least $100.0 million; (iv) any Affiliate of a Lender or an Approved
Fund of a Lender; and (v) any other entity (other than a natural person) which
is an "accredited investor" (as defined in Regulation D under the United States
Securities Act of 1933, as amended) which extends credit or buys loans as one of
its businesses including, but not limited to, insurance companies, mutual funds
and investment funds. With respect to any Lender, any Approved Fund in respect
thereof shall be treated as a single Eligible Person.

                  "Employee Benefit Plan" shall mean an employee benefit plan
(as defined in Section 3(3) of ERISA) that is maintained or contributed to by
any ERISA Entity or with respect to which Borrower or a Subsidiary could incur
liability.

                  "Environment" shall mean ambient air, indoor air, soil,
surface water, ground water, drinking water, land or subsurface strata and
natural resources such as wetlands, flora and fauna.

                  "Environmental Claim" shall mean, with respect to any Person,
any written notice, claim, demand or other communication (collectively, a
"claim") by any other Person alleging such Person's liability for any costs,
cleanup costs, response, corrective action or other costs, damages to natural
resources or other Property, personal injuries, fines or penalties arising out
of or resulting from (i) the


                                      -10-
<PAGE>


presence, Release or threatened Release into the Environment, of any Hazardous
Material at any location, whether or not owned by such Person, or (ii) any
violation of any Environmental Law. The term "Environmental Claim" shall
include, without limitation, any claim by any Person seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief
resulting from the known or suspected presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the Environment.

                  "Environmental Laws" shall mean any and all applicable laws,
rules or regulations of any Governmental Authority, any orders, decrees,
judgments or injunctions and the common law in each case relating to pollution
or protection of health, safety or the Environment, including without
limitation, those relating to Releases or threatened Releases of Hazardous
Materials into the Environment, or otherwise relating to the manufacture,
processing, generation, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials.

                  "Equity Financing" see the third recital to this Agreement.

                  "Equity Interests" shall mean, with respect to any Person, any
and all shares, interests, participations or other equivalents, including
membership interests (however designated, whether voting or non-voting), of
capital of such Person, including, if such Person is a partnership, partnership
interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership, whether outstanding on or
after the Closing Date.

                  "Equity Investors" see the third recital to this Agreement.

                  "Equity Issuance" shall mean any of (a) any issuance or sale
after the Closing Date by Borrower, Holdings, or any other Person of which
Borrower is a Wholly Owned Subsidiary of (x) any Equity Interests (including any
Equity Interests issued upon exercise of any Equity Rights) or any Equity
Rights, or (y) any other security or instrument representing an Equity Interest
(or the right to obtain any Equity Interest) in the issuing or selling Person,
or (b) the receipt by any Company after the Closing Date of any capital
contribution (whether or not evidenced by any Equity Interest issued by the
recipient of such contribution) other than from any other Company; provided,
however, that the issuance of (i) any debt security that is convertible into or
exchangeable for Equity Interests or Equity Rights or (ii) any Disqualified
Capital Stock shall, for purposes of Section 2.10(a), be a Debt Issuance and not
an Equity Issuance. Notwithstanding the foregoing, each of the following shall
be deemed not to be an Equity Issuance: (i) any issuance of Equity Interests of
Holdings to the seller or sellers in consideration for a Permitted Acquisition;
(ii) any issuance or sale of Equity Interests of any Person (other than
Borrower) owned by any Company (which, for the avoidance of doubt, is treated as
a Disposition); (iii) any individual issuance or sale by Holdings of Equity
Interests of Holdings to any employee, director, officer or consultant of
Holdings or any of its Subsidiaries in an aggregate amount for all such
issuances and sales not to exceed 10% of the then outstanding Equity Interests
of Holdings; (iv) any issuance of Equity Interests of Holdings to the extent
that the proceeds thereof are used for a substantially contemporaneous purchase
or redemption of Equity Interests of Holdings pursuant to Section 9.10(b)(ii);
and (v) Equity Issuances to any of the Permitted Holders in an aggregate amount
not to exceed $15.0 million since the Closing Date.

                  "Equity Rights" shall mean, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including any stockholders' or voting trust agreements)
for the issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional Equity Interests of any class, or partnership
or other ownership interests of any type in, such Person.


                                      -11-
<PAGE>


                  "ERISA" shall mean the United States Employee Retirement
Income Security Act of 1974, as amended.

                  "ERISA Affiliate" shall mean, with respect to any person, any
trade or business (whether or not incorporated) that, together with such person,
is treated as a single employer under Section 414(b) or (c) of the Code, or
solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

                  "ERISA Entity" shall mean any member of an ERISA Group.

                  "ERISA Event" shall mean (a) any "reportable event," as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived); (b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived, the failure to make by its due date a required
installment under Section 412(m) of the Code with respect to any Plan or the
failure to make any required contribution to a Multiemployer Plan; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by any ERISA Entity of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by any ERISA
Entity from the PBGC of any notice relating to an intention of the PBGC to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, or
the occurrence of any event or condition which is reasonably likely to
constitute grounds under ERISA for the PBGC to terminate or appoint a trustee to
administer any Plan; (f) the incurrence by any ERISA Entity of any liability
with respect to the withdrawal or partial withdrawal from any Multiemployer
Plan; (g) the receipt by an ERISA Entity of any notice, or the receipt by any
Multiemployer Plan from any Company of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA; (h) the making of any amendment to any Plan which could result in the
imposition of a lien or the posting of a bond or other security; or (i) the
occurrence of a nonexempt prohibited transaction (within the meaning of Section
4975 of the Code or Section 406 of ERISA) which is reasonably likely to result
in liability to any Company.

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

                  "Escrow Account" shall mean Account No. 1204416 at the Escrow
Agent.

                  "Escrow Agent" shall mean Canadian Imperial Bank of Commerce,
as escrow agent under the Escrow Agreement.

                  "Escrow Agreement" shall mean that certain Escrow Agreement
dated the date hereof between Borrower and the Escrow Agent.

                  "Escrowed Funds" shall mean any proceeds from Term Loans
placed into the Escrow Account on the Closing Date.

                  "Event of Default" see Section 10.

                  "Excess Cash Flow" shall mean, for any period, (A) the sum of
(i) Consolidated EBITDA for such period (calculated for this definition by
adding back the cash portion of all extraordinary or non-recurring items of
income (other than from Dispositions and Excluded Dispositions) to the extent


                                      -12-
<PAGE>

excluded in the calculation of Adjusted Net Income and by deducting the cash
portion of all extraordinary or non-recurring items of expense to the extent
excluded in the calculation of Adjusted Net Income and determined by adding back
thereto, but without duplication, any amounts deducted in the calculation of
Adjusted Net Income for such period that were paid, incurred or accrued in
violation of any of the provisions of this Agreement), (ii) any net decrease in
Working Capital during such period (except to the extent attributable to assets
or Persons subject to a Disposition during such period), and (iii) cash received
from the proceeds of any life insurance or "key man" policy during such period,
minus (B) the sum of (i) cash interest expense in respect of Indebtedness
incurred in accordance with Section 9.08 (including, without duplication,
Capital Lease expense, letter of credit fees and commitment fees and, for each
Permitted Receivables Transaction, other fees in the nature of interest or
discount accrued or payable in cash) of Borrower and its Consolidated
Subsidiaries for such period to the extent deducted in calculating Adjusted Net
Income, (ii) the sum of all scheduled principal payments (other than pursuant to
Section 2.10(a)(v)) on any Indebtedness incurred in accordance with Section 9.08
(including Capital Leases and Term Loans pursuant to Section 3.01(b)) of
Borrower and its Consolidated Subsidiaries made during such period from
internally generated funds and all prepayments of Revolving Credit Loans made
from internally generated funds and to the extent accompanied by a permanent
reduction in Revolving Credit Commitments, (iii) Capital Expenditures (to the
extent permitted hereunder) made during such period by Borrower and the
Subsidiaries from internally generated funds (including expenditures that would
be Capital Expenditures but for being excluded from the definition of "Capital
Expenditures" by clauses (v) and (vii) thereof), (iv) all income taxes actually
paid in cash by Borrower or any Subsidiary during such period or within a normal
payment period thereafter (provided, however, that any amount deducted pursuant
to this clause (iv) which was not actually paid during such period shall not
again be deducted for determining Excess Cash Flow for another period), (v) cash
dividends paid during such period by Borrower pursuant to Section 9.10(b)(ii) to
the extent made with internally generated funds, (vi) cash paid during such
period for any Permitted Acquisition to the extent funded from internally
generated funds, (vii) any net increases in Working Capital during such period
(except to the extent attributable to assets or Persons subject to an
Acquisition during such period), (viii) any earnings included in Consolidated
EBITDA for such period of a Receivables Co. to the extent the terms of any
Permitted Receivables Transaction prohibit the distribution thereof to any
Obligor, and (ix) any cash payments in respect of Permitted Securitization Fees
during such period except to the extent deducted from Consolidated EBITDA in
clause (A)(i) of this definition.

                  "Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended.

                  "Excluded Dispositions" shall mean (i) Dispositions for fair
market value resulting in no more than $5.0 million in aggregate proceeds in any
fiscal year; (ii) an exchange of equipment or inventory for other equipment or
inventory, provided that the Company effecting such exchange receives at least
substantially equivalent value in such exchange for the Property disposed of;
(iii) other than for purposes of Section 9.06, any transaction permitted by
Section 9.06 (other than clauses (g) and (h) thereof), any Permitted Lien and
any Investment permitted by Section 9.09; (iv) any issuance of Equity Interests
by any Subsidiary to directors or nominees if required by applicable law if
resulting in de minimis proceeds; and (v) the sale of inventory in the ordinary
course of business.

                  "Excluded Equity Issuance" shall mean any issuance of Equity
Interests of Holdings excluded from the definition of Equity Issuance by virtue
of clause (iv) of the second sentence thereof.

                  "Excluded Taxes" see Section 5.06(a).

                  "Exempt Lender" see Section 5.06(b).


                                      -13-
<PAGE>


                  "Existing Affiliate Agreements" see Section 9.15.

                  "Existing Letter of Credit" shall mean each letter of credit
previously issued for the account of Borrower or any of its Subsidiaries that is
(a) outstanding on the Closing Date and (b) listed on Schedule 1.01(a).

                  "Extension Event" shall mean the refinancing of 100% of the
Senior Subordinated Notes and the Add-on Notes prior to November 15, 2008 on
terms reasonably acceptable to the Majority Lenders.

                  "fair market value" shall mean, with respect to any asset, a
price (after taking into account any liabilities relating to such assets), as
determined by Borrower in good faith, that is within a reasonable range of
prices which could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of which is
under any compulsion to complete the transaction.

                  "Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided, however, that (a) if the day for which such
rate is to be determined is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day
as so published on the next succeeding Business Day and (b) if such rate is not
so published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate quoted to the Administrative Agent on such Business
Day on such transactions by three federal funds brokers of recognized standing,
as determined by the Administrative Agent.

                  "Fee Letter" shall mean the confidential bank and bridge fee
letter, dated October 27, 2003, from CIBC, CIBC Inc., CIBC World Markets, UBS
AG, Cayman Islands Branch, and UBSS to KAT Holdings, L.P.

                  "Final Maturity Date" shall mean (a) with respect to all Term
Loans, December 10, 2008 or, if an Extension Event has occurred, December 10,
2010 and (b) with respect to all Revolving Credit Loans and Swing Loans the
earlier of (i) December 10, 2008 and (ii) the date that all Term Loans are
repaid in full.

                  "Financial Maintenance Covenants" shall mean the covenants set
forth in Section 9.11(a) through (e).

                  "Fixed Charge Coverage Ratio" shall mean, for any Test Date,
the ratio of (x) Consolidated EBITDA for the Measurement Period ending on or
immediately prior to such Test Date to (y) Fixed Charges for such Measurement
Period.

                  "Fixed Charges" shall mean, for any Measurement Period, the
sum of (i) Consolidated Interest Expense for such period, (ii) the sum of all
scheduled principal payments on any Indebtedness of Borrower and its
Consolidated Subsidiaries (including, without duplication, any lease payments in
respect of Capital Leases attributable to the principal component thereof for
such period), (iii) Capital Expenditures actually made during such period and
(iv) all income Taxes actually paid in cash by Borrower and its Subsidiaries
during such period.


                                      -14-
<PAGE>

                  "Foreign Plan" shall mean any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by, or entered
into with, Borrower or any Subsidiary with respect to employees employed outside
the United States.

                  "Foreign Subsidiary" shall mean any direct or indirect
Subsidiary organized outside of the United States as defined in Section
7701(a)(9) of the Code (or any successor provision).

                  "Funding Date" shall mean the date of the making of any
extension of credit hereunder.

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

                  "Governmental Authority" shall mean any government or
political subdivision of the United States or any other country or any agency,
authority, board, bureau, central bank, commission, department or
instrumentality thereof or therein, including, without limitation, any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to such government or political
subdivision.

                  "Governmental Real Property Disclosure Requirements" shall
mean any Requirement of Law of any Governmental Authority requiring notification
of the buyer, lessee, mortgagee, assignee or other transferee of any Real
Property, facility, establishment or business, or notification, registration or
filing to or with any Governmental Authority, in connection with the sale,
lease, mortgage, assignment or other transfer (including, without limitation,
any transfer of control) of any Real Property, facility, establishment or
business, of the actual or threatened presence or Release in or into the
Environment, or the use, disposal or handling of Hazardous Material on, at,
under or near the Real Property, facility, establishment or business to be sold,
leased, mortgaged, assigned or transferred.

                  "Greenshoe Option" see Section 13.04(iii).

                  "Guarantee" shall mean the guarantee of each Guarantor
pursuant to Section 6.

                  "Guaranteed Obligations" see Section 6.01.

                  "Guarantors" shall mean Holdings and each Subsidiary
Guarantor.

                  "Guaranty Obligation" see the definition of "Contingent
Obligation."

                  "Hazardous Material" shall mean any pollutant, contaminant,
toxic, hazardous or extremely hazardous substance, constituent or waste, or any
other constituent, waste, material, compound or substance subject to regulation
or which may result in liability under any Environmental Law including, without
limitation, petroleum or any petroleum product, including crude oil or any
fraction thereof, polychlorinated biphenyls, urea-formaldehyde insulation and
asbestos.

                  "Holdings" see the introduction to this Agreement.


                                      -15-
<PAGE>

                  "in the ordinary course of business" shall mean in the
ordinary course of business of Borrower and the Subsidiaries and on ordinary
business terms.

                  "Incremental Commitment Letter" shall mean the confidential
Superior Acquisition commitment letter, dated November 18, 2003, from CIBC, CIBC
World Markets, UBS AG, Cayman Islands Branch, and UBSS to KAT Holdings, LLC.

                  "Incremental Fee Letter" shall mean the confidential Superior
Acquisition fee letter, dated November 18, 2003, from CIBC, CIBC World Markets,
UBS AG, Cayman Islands Branch, and UBSS to KAT Holdings, LLC.

                  "incur" shall mean, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), assume, guarantee or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "incurrence," "incurred" and "incurring" shall
have meanings correlative to the foregoing). Indebtedness of any Person or any
of its Subsidiaries existing at the time such Person becomes a Company (or is
merged into or consolidates with any Company), whether or not such Indebtedness
was incurred in connection with, or in contemplation of, such Person becoming a
Company (or being merged into or consolidated with any Company), shall be deemed
incurred at the time any such Person becomes a Company or merges into or
consolidates with any Company. Neither the accrual of interest, nor the
accretion of accreted value or amortization of financing fees, shall be deemed
to be an incurrence.

                  "Indebtedness" shall mean, for any Person, without
duplication, (a) all indebtedness for borrowed money of such Person; (b) all
non-contingent (but only so long as non-contingent) obligations issued,
undertaken or assumed by such Person as the deferred purchase price of Property
or services (other than trade payables and accrued expenses paid on customary
terms and not more than 60 days past due and incurred in the ordinary course of
business on ordinary terms); (c) all non-contingent reimbursement or payment
obligations of such Person with respect to Surety Instruments (such as, for
example, unpaid reimbursement obligations in respect of a drawing under a letter
of credit); (d) all obligations of such Person evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred
in connection with the acquisition of Property or businesses; (e) all
indebtedness of such Person created or arising under any conditional sale or
other title retention agreement, or incurred as financing, in either case 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), the amount of such indebtedness to be
deemed the fair market value of such Property; (f) all Capital Lease Obligations
of such Person; (g) all amounts required to be paid by such Person as a
guaranteed payment to partners, including any mandatory redemption of shares or
interests; (h) all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and banker's acceptances
issued for the account of such Person; (i) all obligations of such Person under
any take-or-pay or other similar arrangements that are not in the ordinary
course of business; (j) all obligations of such Person under any Disqualified
Capital Stock; (k) all indebtedness of other Persons referred to in clauses (a)
through (j) above secured by (or for which the holder of such indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or
in Property (including accounts and contracts rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
indebtedness, the amount of such indebtedness to be deemed to be the fair market
value of such Property; and (l) all Guaranty Obligations of such Person in
respect of indebtedness or obligations of others of the kinds referred to in
clauses (a) through (j) above. Indebtedness shall not include accounts extended
by suppliers in the ordinary course of business on normal trade terms in
connection with the purchase of goods and services. The Indebtedness of any
Person shall include any Indebtedness of any partnership in which such Person is
the general partner.


                                      -16-
<PAGE>


                  "Indemnitee" see Section 13.03.

                  "Initial Public Offering" shall mean a primary underwritten
public offering of the common stock of Holdings, other than any public offering
or sale pursuant to a registration statement on Form S-8 or a comparable form.

                  "Insignificant Subsidiary" shall mean any Subsidiary of
Borrower that is not a Significant Subsidiary.

                  "Insolvency Proceeding" shall mean, with respect to any
Person, (a) any case, action or proceeding with respect to such Person before
any court or by or before any other Governmental Authority relating to
bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution,
sequestration, conservatorship, winding-up or relief of debtors (or the passing
of a resolution for or with a view to any of the foregoing), or (b) any
assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other similar arrangement in respect of such Person's creditors
generally or any substantial portion of its creditors.

                  "Intellectual Property" see Section 8.22.

                  "Intercompany Note" shall mean a promissory note substantially
in the form of Exhibit B.

                  "Interest Coverage Ratio" shall mean, for any Test Date, the
ratio of (x) Consolidated EBITDA for the Measurement Period ending on or
immediately prior to such Test Date to (y) Consolidated Interest Expense for
such Measurement Period.

                  "Interest Period" shall mean, with respect to any LIBOR Loan,
each period commencing on the date such LIBOR Loan is made or Converted from an
ABR Loan or the last day of the next preceding Interest Period for such LIBOR
Loan and (subject to the requirements of Sections 2.01(a), 2.01(b) and 2.09)
ending on the numerically corresponding day in (subject to Section 2.01(c)) the
first, second, third or sixth calendar month or, if available to all Lenders,
the ninth or twelfth calendar month thereafter, except that each Interest Period
that commences on the last Business Day of a calendar month (or on any day for
which there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate subsequent
calendar month. Notwithstanding the foregoing, (i) if any Interest Period for
any Revolving Credit Loan would otherwise end after the Revolving Credit
Commitment Termination Date, such Interest Period shall end on the Revolving
Credit Commitment Termination Date; (ii) no Interest Period for any Term Loan
may commence before and end after any Principal Payment Date, unless, after
giving effect thereto, the aggregate principal amount of the Term Loans having
Interest Periods that end after such Principal Payment Date shall be equal to or
less than the aggregate principal amount of the Term Loans scheduled to be
outstanding after giving effect to the payments of principal required to be made
on such Principal Payment Date; (iii) each Interest Period that would otherwise
end on a day that is not a Business Day shall end on the next succeeding
Business Day (or, if such next succeeding Business Day falls in the next
succeeding calendar month, on the next preceding Business Day); and (iv)
notwithstanding clauses (i) and (ii) above, no Interest Period shall have a
duration of less than one month and, if the Interest Period for any LIBOR Loan
would otherwise be a shorter period, such Loan shall not be available hereunder
as a LIBOR Loan for such period.


                                      -17-
<PAGE>


                  "Interest Rate Certificate" shall mean an Officer's
Certificate substantially in the form of Exhibit C, delivered pursuant to
Section 9.01(e), demonstrating in reasonable detail the calculation of the Total
Leverage Ratio as of the last day of the Measurement Period then last ended on
or immediately prior to the date such certificate is required to be delivered.

                  "Interest Rate Protection Agreement" shall mean, for any
Person, an interest rate swap, cap, floor or collar agreement or similar
arrangement between such Person and one or more financial institutions providing
for the transfer or mitigation of interest risks either generally or under
specific contingencies.

                  "internally generated funds" shall mean funds not generated
from the proceeds of any Loan, Debt Issuance, Equity Issuance, Disposition,
insurance or eminent domain, condemnation or other similar recovery or
Indebtedness (in each case without regard to the exclusions from the definition
thereof) (other than transactions in the ordinary course of business).

                  "Investment" shall mean, for any Person, (a) the acquisition
(whether for cash, Property, services or securities or otherwise) of Equity
Interests, bonds, notes, debentures or other securities of any other Person; (b)
the making of any deposit with, or advance, loan or other extension of credit
to, any other Person (including the purchase of Property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such Property to such Person); (c) any capital contribution to (by means of any
transfer of cash or other Property to others or any payment for Property or
services for the account or use of others) any other Person; (d) the entering
into, or direct or indirect incurrence, of any Guaranty Obligation with respect
to Indebtedness or other liability of any other Person; (e) the entering into of
any Swap Contract; or (f) any agreement to make any Investment (including any
"short sale" or any sale of any securities at a time when such securities are
not owned by the Person entering in to such sale).

                  "Issuing Lender" shall mean Canadian Imperial Bank of Commerce
or any of its Affiliates, or such other Lender or Lenders selected by Borrower
reasonably satisfactory to the Administrative Agent, as the issuer of Letters of
Credit under Section 2.03, together with its successors and assigns in such
capacity; provided that none of Canadian Imperial Bank of Commerce or any of its
Affiliates shall be obligated to act as the Issuing Lender with respect to any
documentary Letters of Credit and that documentary Letters of Credit shall only
be issued to the extent another Issuing Lender agrees to do so. Solely with
respect to the Existing Letters of Credit (and any amendment, renewal or
extension thereof in accordance with this Agreement), the Issuing Lender shall
mean Fleet National Bank.

                  "Joinder Agreement" shall mean a Joinder Agreement
substantially in the form of Exhibit K.

                  "LC Sub-Account" see Section 12.01(d).

                  "Lead Arrangers" see the introduction to this Agreement.

                  "Lease" shall mean any lease, sublease, franchise agreement,
license, occupancy or concession agreement.

                  "Lenders" see the introduction to this Agreement.

                  "Letter of Credit" see Section 2.03.


                                      -18-
<PAGE>


                  "Letter of Credit Documents" shall mean, with respect to any
Letter of Credit, collectively, any other agreements, instruments, guarantees or
other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (a) the rights and obligations of
the parties concerned or at risk with respect to such Letter of Credit or (b)
any collateral security for any of such obligations, each as the same may be
modified and supplemented and in effect from time to time.

                  "Letter of Credit Interest" shall mean, for each Revolving
Credit Lender, such Lender's participation interest (or, in the case of the
Issuing Lender, the Issuing Lender's retained interest) in the Issuing Lender's
liability under Letters of Credit and such Lender's rights and interests in
Reimbursement Obligations and fees, interest and other amounts payable in
connection with Letters of Credit and Reimbursement Obligations.

                  "Letter of Credit Liability" shall mean, without duplication,
at any time and in respect of any Letter of Credit, the sum of (a) the undrawn
face amount of such Letter of Credit, plus (b) the aggregate unpaid principal
amount of all Reimbursement Obligations of Borrower at such time due and payable
in respect of all drawings made under such Letter of Credit.

                  "LIBOR Base Rate" shall mean, with respect to any LIBOR Loan
for any Interest Period therefor, the rate per annum determined by the
Administrative Agent to be the arithmetic mean (rounded to the nearest 1/100th
of 1%) of the offered rates for deposits in Dollars with a term comparable to
such Interest Period that appears on the Telerate Screen 3750 (as defined below)
at approximately 11:00 a.m., London, England time, on the second full Business
Day preceding the first day of such Interest Period; provided, however, that (i)
if no comparable term for an Interest Period is available, the LIBOR Base Rate
shall be determined using the weighted average of the offered rates for the two
terms most nearly corresponding to such Interest Period and (ii) if there shall
at any time no longer exist a Telerate Screen 3750, "LIBOR Base Rate" shall
mean, with respect to each day during each Interest Period pertaining to LIBOR
Loans comprising part of the same Borrowing, the rate per annum equal to the
rate at which the Administrative Agent is offered deposits in Dollars at
approximately 11:00 a.m., London, England time, two Business Days prior to the
first day of such Interest Period in the London interbank market for delivery on
the first day of such Interest Period for the number of days comprised therein
and in an amount comparable to its portion of the amount of such LIBOR Loan to
be outstanding during such Interest Period. "Telerate Screen 3750" shall mean
the display designated as Page 3750 on the Telerate Service (or such other page
as may replace such page on such service for the purpose of displaying the rates
at which Dollar deposits are offered by leading banks in the London interbank
deposit market).

                  "LIBOR Loans" shall mean Loans that bear interest at rates
based on rates referred to in the definition of "LIBOR Base Rate" in this
Section 1.01.

                  "LIBOR Rate" shall mean, for any LIBOR Loan for any Interest
Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined by the Administrative Agent to be equal to the LIBOR
Base Rate for such Loan for such Interest Period divided by 1 minus the Reserve
Requirement (if any) for such Loan for such Interest Period.

                  "Lien" shall mean, with respect to any Property, any mortgage,
deed of trust, lien, pledge, claim, charge, security interest or encumbrance of
any kind, whether consensual or non-consensual, any other type of preferential
arrangement in respect of such Property having the effect of a security interest
or any filing consented to by any Company of any financing statement under the
UCC or any other similar notice of Lien under any similar notice or recording
statute of any Governmental Authority consented to by any Company, including any
easement, right-of-way or other encumbrance on title to Real Property, and any
agreement to give any of the foregoing. For purposes of the Credit Documents, a




                                      -19-
<PAGE>

Person shall be deemed to own subject to a Lien any Property that it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
(other than an operating lease) relating to such Property.

                  "LLC" see the first recital to this Agreement.

                  "Loans" shall mean the Revolving Credit Loans, the Term Loans
and the Swing Loans.

                  "Losses" of any Person shall mean the losses, liabilities,
claims (including those based upon negligence, strict or absolute liability and
liability in tort), damages, reasonable expenses, obligations, penalties,
actions, judgments, encumbrances, liens, penalties, fines, suits, reasonable and
documented costs or disbursements of any kind or nature whatsoever (including
reasonable fees and expenses of counsel in connection with any Proceeding
commenced or threatened in writing, whether or not such Person shall be
designated a party thereto) at any time (including following the payment of the
Obligations) incurred by, imposed on or asserted against such Person.

                  "Majority Lenders" shall mean Lenders holding at least a
majority of the sum of (without duplication) (a) the aggregate principal amount
of outstanding Loans (other than Swing Loans), plus (b) the aggregate amount of
all Letter of Credit Liabilities, plus (c) the aggregate Unutilized Revolving
Credit Commitments then in effect, plus (d) the aggregate Term Loan Commitments
then in effect, plus (e) in the case of the Swing Loan Lender only, the
aggregate amount of Swing Loans then outstanding.

                  "Majority Revolving Credit Lenders" shall mean Lenders holding
at least a majority of the sum of (without duplication) (a) the aggregate
principal amount of outstanding Revolving Credit Loans, plus (b) the aggregate
amount of all Letter of Credit Liabilities, plus (c) the aggregate Unutilized
Revolving Credit Commitments then in effect, plus (d) in the case of the Swing
Loan Lender only, the aggregate amount of Swing Loans then outstanding.

                  "Majority Term Loan Lenders" shall mean Lenders holding at
least a majority of the aggregate principal amount of outstanding Term Loans.

                  "Management Agreement" shall mean the management agreement
dated as of December 10, 2003 among Holdings, Borrower and JLK Operations, Inc.,
as such agreement may be amended and in effect from time to time in accordance
with its terms and this Agreement.

                  "Margin Stock" shall mean margin stock within the meaning of
Regulations T, U and X.

                  "Material Adverse Change" shall mean, with respect to any
Person, a material adverse change, or any condition or event that has resulted
or could reasonably be expected to result in a material adverse change, in the
business, condition (financial or otherwise), results of operations, assets or
liabilities of such Person, together with the Subsidiaries taken as a whole.
Unless otherwise indicated, Material Adverse Change refers to Holdings and its
Subsidiaries, taken as a whole.

                  "Material Adverse Effect" shall mean, any of (a) a material
adverse effect, or any condition or event that has resulted or could reasonably
be expected to result in a material adverse effect, on the business, condition
(financial or otherwise), results of operations, assets or liabilities of
Holdings and its Subsidiaries, taken as a whole, (b) a material adverse effect
on the ability of the Obligors to perform any of their material obligations
under any Credit Document, (c) an adverse effect on the legality, binding effect
or enforceability of any material provision of any Credit Document or any of the
material rights and remedies of the Lenders, the Issuing Lender or Lead Arranger
thereunder or (d) a material adverse effect


                                      -20-
<PAGE>


on the Collateral or the Liens in favor of the Administrative Agent on the
Collateral or the priority of such Liens.

                  "Material Indebtedness" shall mean (a) the Senior Subordinated
Notes, (b) the A/R Facility, (c) the Add-on Notes and (d) any Permitted
Refinancing of any Material Indebtedness.

                  "Measurement Period" shall mean the most recent trailing four
fiscal quarters of Borrower for which financial statements have been, or should
have been, provided pursuant to Section 9.01(a) or (b).

                  "Merger" see the first recital to this Agreement.

                  "Merger Agreement" see the first recital to this Agreement.

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

                  "Mortgage" shall mean an agreement, including, but not limited
to, a mortgage, deed of trust or any other document, creating and evidencing a
Lien on Mortgaged Real Property, which shall be on such form as shall be
reasonably acceptable to Collateral Agent, with such schedules and including
provisions as shall be necessary to conform such document to applicable or local
law or as shall be customary under local law, as the same may be amended from
time to time in accordance with the terms hereof and thereof.

                  "Mortgaged Real Property" shall mean each Real Property
subject to a Mortgage delivered pursuant to Section 9.12.

                  "Multiemployer Plan" shall mean at any time a multiemployer
plan within the meaning of Section 4001(a)(3) of ERISA (i) to which any member
of the ERISA Group is then making or accruing an obligation to make
contributions while a member of the ERISA Group, (ii) to which any member of the
ERISA Group has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period, or (iii) with respect to which any Company
is reasonably likely to incur liability.

                  "NAIC" shall mean the National Association of Insurance
Commissioners.

                  "Net Available Proceeds" shall mean:

                  (i) in the case of any Disposition Event, the amount of Net
         Cash Payments received by any Company in connection with such
         Disposition Event;

                  (ii) in the case of any Casualty Event, the aggregate amount
         of proceeds of insurance, condemnation awards and other compensation
         received by any Company in respect of such Casualty Event net of (A)
         fees and expenses payable to any Person other than an Affiliate of any
         Company incurred by such Company in connection with recovery thereof,
         (B) repayments of Indebtedness (other than Indebtedness hereunder) to
         the extent secured by a Lien on such Property, and (C) any taxes
         (including income, transfer, stamp, duty, customs, withholding and any
         other taxes) paid or payable by any Company in respect of the amount so
         recovered (after application of all credits and other offsets); and

                  (iii) in the case of any Equity Issuance or any Debt Issuance,
         the aggregate amount of all cash received by the Person effecting such
         transaction in respect thereof net of all investment


                                      -21-
<PAGE>


         banking fees, discounts and commissions, legal fees, consulting fees,
         accountants' fees, underwriting discounts and commissions and other
         customary fees and expenses payable to any Person other than an
         Affiliate of any Company, actually incurred and satisfactorily
         documented in connection therewith.

                  "Net Cash Payments" shall mean, with respect to any
Disposition Event, the aggregate amount of all cash payments (including any cash
payments 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) received by any Company directly or indirectly in
connection with such Disposition Event; provided, however, that Net Cash
Payments shall be net (without duplication) of (i) the amount of all fees and
expenses paid to any Person other than an Affiliate of any Company by any
Company in connection with such Disposition Event (the "Relevant Disposition");
(ii) any taxes (including income, transfer, stamp, duty, customs, withholding
and any other taxes) paid or estimated to be payable by any Company as a result
of the Relevant Disposition (after application of all credits and other
offsets); (iii) any repayments by any Company of any Indebtedness required to be
repaid as a condition to the consummation of such Relevant Disposition; (iv)
amounts required to be paid to any Person (other than any Company) owning a
beneficial interest in the assets subject to such Relevant Disposition; and (v)
any option exercise costs to acquire such Property.

                  "Non-U.S. Lender" see Section 5.06(b).

                  "Notes" shall mean the Revolving Credit Notes, Term Loan Notes
and the Swing Loan Note.

                  "Notice of Assignment" shall mean a notice of assignment
pursuant to Section 13.06 substantially in the form of Exhibit H.

                  "Notice of Borrowing" shall mean a notice of borrowing
substantially in the form of Exhibit I.

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding), and at any time existing, owing to any Creditor, or any of its
Related Parties or their respective permitted successors, transferees or
assignees, or any Indemnitee, pursuant to the terms of any Credit Document or
any Swap Contract or secured by any of the Security Documents, whether or not
the right of such Person to payment in respect of such obligations and
liabilities is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
and whether or not such claim is discharged, stayed or otherwise affected by any
bankruptcy case or insolvency or liquidation proceeding.

                  "Obligors" shall mean Borrower and the Guarantors.

                  "Officer's Certificate" shall mean, as applied to any
corporation, a certificate executed on behalf of such corporation by its
Chairman of the Board (if an officer), its Chief Executive Officer, its Chief
Financial Officer, its President or one of its Vice Presidents (or an equivalent
officer) or its Treasurer or any Assistant Treasurer in their official (and not
individual) capacities; provided, however, that every Officer's Certificate with
respect to the compliance with a condition precedent to the making of any Loan
or the taking of any other action hereunder shall include (i) a statement that
the officers making or giving such Officer's Certificate have read such
condition and any definitions or other provisions


                                      -22-
<PAGE>


contained in this Agreement relating thereto, and (ii) a statement as to
whether, in the opinion of the signers, such condition has been complied with.

                  "Old Interest Rate Agreement" shall mean, collectively, those
certain interest rate swap agreements, dated as of November 1, 2000 and December
8, 2000, between Borrower and Bank One, N.A.

                  "Organic Document" shall mean, relative to any Person, its
certificate of incorporation, its by-laws, its partnership agreement, its
memorandum and articles of association, share designations or similar
organization documents and all shareholder agreements, voting trusts and similar
arrangements applicable to any of its authorized shares of Equity Interests.

                  "Other Taxes" see Section 5.06(c).

                  "Participant" see Section 13.06(c).

                  "Payor" see Section 4.06.

                  "PBGC" shall mean the United States Pension Benefit Guaranty
Corporation or any successor thereto.

                  "Perfection Certificate" shall mean a certificate in the form
of Exhibit F or any other form approved by the Collateral Agent.

                  "Permits" see Section 8.17.

                  "Permitted Acquisition" shall mean any Acquisition effected in
compliance with Section 9.06(i), (m) or (o).

                  "Permitted Holders" means (i) the LLC and any other investment
entity managed or controlled by Kenner & Company, Inc. and/or its Affiliates,
(ii) UBS Capital Americas II, LLC and/or its Affiliates, (iii) ML IBK Positions,
Inc. and/or its Affiliates, (iv) any partners, members or investors (either
directly or indirectly through any investment partnerships or entities) in the
entities described in clauses (i), (ii) and (iii) above who are distributees of
investments held by the entities described in clauses (i), (ii) and (iii) above,
(v) any immediate family members or lineal descendents, or trusts or other
entities for their benefit in respect of the Persons described in clauses (i),
(ii), (iii) and (iv) above, and (vi) any Affiliates in respect of the Persons
described in clauses (i), (ii), (iii) and (iv) above.

                  "Permitted Investments" shall mean, for any Person: (a) direct
obligations of the United States of America, or of any agency thereof, or
obligations guaranteed as to principal and interest by the United States of
America, or by any agency thereof, in either case maturing not more than one
year from the date of acquisition thereof by such Person; (b) time deposits,
certificates of deposit or bankers' acceptances (including eurodollar deposits)
issued by any bank or trust company organized under the laws of the United
States of America or any state thereof and having capital, surplus and undivided
profits of at least $500.0 million and a deposit rating of investment grade; (c)
commercial paper rated A-1 or better by S&P or P-1 or better by Moody's,
respectively, maturing not more than 180 days from the date of acquisition
thereof by such Person; (d) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clause (a) above
entered into with a bank meeting the qualifications described in clause (b)
above; (e) securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States


                                      -23-
<PAGE>


of America, or by any political subdivision or taxing authority thereof, and
rated at least A by S&P or A by Moody's; or (f) money market mutual funds that
invest primarily in the foregoing items.

                  "Permitted Liens" see Section 9.07.

                  "Permitted Receivables Transaction" shall mean any transaction
providing for the sale or financing of Accounts (other than between Qualified
Companies) including the A/R Facility; provided, however, that (a) any such
transaction shall be consummated on material terms substantially as described on
Annex A, and such other terms and provisions that in Borrower's good faith
judgment are usual and customary for transactions of this type (including,
without limitation, representations warranties, covenants, indemnities and
defaults), or as the Majority Lenders may otherwise consent, such consent not to
be unreasonably withheld, and (b) the advance rate thereunder shall not be less
than 50% of face value of the Accounts subject thereto and the aggregate
purchase commitments thereunder by the parties other than any Company shall not
exceed $75,000,000, in the aggregate for all such transactions in effect from
time to time.

                  "Permitted Refinancing" shall mean, with respect to any
Indebtedness or Contingent Obligation, any refinancing thereof, provided,
however, that (x) no Event of Default shall have occurred and be continuing or
would arise therefrom, (y) any such refinancing Indebtedness shall (I) not be on
financial and other terms that are, taken as a whole, materially more onerous to
any Company or Creditor than the Indebtedness or Contingent Obligation being
refinanced and shall not have defaults, rights or remedies that are, taken as a
whole, more burdensome to any Company or Creditor than the Indebtedness being
refinanced, (II) not have a final stated maturity or weighted average life that
is shorter than the Indebtedness or Contingent Obligation being refinanced,
(III) if the Indebtedness or Contingent Obligation being refinanced is
subordinated by its terms or by the terms of any agreement or instrument
relating to such Indebtedness or Contingent Obligation, be at least as
subordinate to the Obligations as the Indebtedness or Contingent Obligation
being refinanced (and, except as otherwise permitted pursuant to Section 9.07,
unsecured if the refinanced Indebtedness is unsecured), and (IV) be in an
aggregate principal amount that does not exceed the aggregate principal amount
so refinanced, plus the lesser of (1) the stated amount of any premium or other
payment required to be paid in connection with such refinancing pursuant to the
terms of the Indebtedness or Contingent Obligation being refinanced and (2) the
amount of premium or other payment actually paid at such time to refinance the
Indebtedness, plus, in either case, the amount of fees and reasonable expenses
of any Company incurred in connection with such refinancing, and (z) except as
otherwise permitted pursuant to Section 9.08, the sole obligor on such
refinancing Indebtedness or Contingent Obligation shall be the original obligor
on such Indebtedness or Contingent Obligation being refinanced; provided,
however, that any guarantor of the Indebtedness or Contingent Obligation being
refinanced shall be permitted to guarantee the refinancing Indebtedness.

                  "Permitted Securitization Fees" shall mean any fees or
expenses (other than interest or fees in the nature of interest or discount)
paid in connection with any Permitted Receivables Transaction, including without
limitation placement fees, attorney's fees, accountant's fees, rating agency
fees and other out-of-pocket costs.

                  "Person" shall mean any individual, corporation, company,
voluntary association, partnership, limited liability company, joint venture,
trust, unincorporated organization or government (or any agency, instrumentality
or political subdivision thereof).

                  "PIK Notes" see the second recital to this Agreement.

                  "Plan" shall mean at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under


                                      -24-
<PAGE>


Section 412 of the Code or Section 302 of ERISA and is maintained or contributed
to by any member of the ERISA Group or with respect to which any Company could
incur liability.

                  "Preferred Stock" shall mean, with respect to any Person, any
and all preferred or preference Equity Interests (however designated) of such
Person, whether now outstanding or issued after the Closing Date.

                  "Primary Syndication" means the period commencing on or prior
to the Closing Date and ending on the earlier of (a) the date that is 60 days
following the Closing Date and (b) the date that the Lead Arrangers have
declared, in their reasonable discretion, the primary syndication of the
Commitments and Loans to have ended.

                  "Prime Rate" shall mean for any day, a rate per annum that is
equal to the corporate base rate of interest established by the Administrative
Agent from time to time, changing when and as said corporate base rate changes.
The corporate base rate is not necessarily the lowest rate charged by the
Administrative Agent to its customers.

                  "Principal Office" shall mean the principal office of the
Administrative Agent, located on the Closing Date at 425 Lexington Avenue, 3rd
Floor, New York, NY 10017, or such other office as may be designated by the
Administrative Agent.

                  "Principal Payment Date" shall mean, with respect to any Term
Loan, each Quarterly Date or other date set forth on Schedule 3.01(b) on which a
payment of principal is due with respect to such Term Loan.

                  "Pro Forma Basis" shall mean on a basis in accordance with
GAAP.

                  "Pro Forma Data" see Section 7.01(i)(9).

                  "Pro Forma Financial Statements" see Section 7.01(i)(9).

                  "Proceeding" shall mean any claim, counterclaim, action,
judgment, suit, hearing, governmental investigation, arbitration or proceeding,
including by or before any Governmental Authority and whether judicial or
administrative.

                  "Property" shall mean any right, title or interest in or to
property or assets of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible and including Equity Interests or other ownership
interests of any Person.

                  "Qualified Capital Stock" shall mean with respect to any
Person any Equity Interest of such Person that is not Disqualified Capital
Stock.

                  "Qualified Subsidiary" shall mean any Wholly Owned Subsidiary
that is an Obligor.

                  "Quarterly Dates" shall mean the last Business Day of March,
June, September and December in each year, commencing with the last Business Day
of December 2003.

                  "Real Property" shall mean all right, title and interest of
any Company (including, without limitation, any leasehold estate) in and to a
parcel of real property owned or operated by any Company, whether by lease,
license or other use agreement, together with, in each case, all improvements
and


                                      -25-
<PAGE>


appurtenant fixtures, equipment, personal property, easements and other property
and rights incidental to the ownership, lease or operation thereof or thereon.

                  "Receivables Co." shall mean any special purpose Wholly Owned
Subsidiary of Borrower (or such other Person reasonably agreed to by the
Administrative Agent) that purchases or otherwise acquires Accounts generated by
any Company in connection with a Permitted Receivables Transaction.

                  "redeem" shall mean redeem, repurchase, repay, defease or
otherwise acquire or retire for value; and "redemption" and "redeemed" have
correlative meanings.

                  "refinance" shall mean refinance, renew, extend, replace,
defease or refund, in whole or in part, including successively; and
"refinancing" and "refinanced" have correlative meanings.

                  "Refinancing" see the second recital to this Agreement.

                  "Refund" see Section 5.06(e).

                  "Register" see Section 2.08(c).

                  "Regulation D" shall mean Regulation D (12 C.F.R. Part 204) of
the Board of Governors of the United States Federal Reserve System.

                  "Regulations T, U and X" shall mean, respectively, Regulation
T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) and Regulation X (12
C.F.R. Part 224) of the Board of Governors of the United States Federal Reserve
System (or any successor), as the same may be modified and supplemented and in
effect from time to time.

                  "Reimbursement Obligations" shall mean, at any time, the
obligations of Borrower then outstanding, or that may thereafter arise in
respect of all Letters of Credit then outstanding, to reimburse amounts paid by
the Issuing Lender in respect of any drawings under a Letter of Credit.

                  "Related Parties" see Section 11.01.

                  "Release" shall mean any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the Environment.

                  "Relevant Disposition" see the definition of "Net Cash
Payments."

                  "Replaced Lender" see Section 2.11.

                  "Replacement Lender" see Section 2.11.

                  "Required Payment" see Section 4.06.

                  "Requirement of Law" shall mean 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.


                                      -26-
<PAGE>


                  "Reserve Requirement" shall mean, for any Interest Period for
any LIBOR Loan, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding one
billion Dollars against "Eurocurrency liabilities" (as such term is used in
Regulation D).

                  "Reset Date" means the date on which Borrower shall have
delivered to the Administrative Agent the financial statements and Interest Rate
Certificates required pursuant to Sections 9.01(a) and (e) for the fiscal
quarter ended March 31, 2004.

                  "Responsible Officer" shall mean the Chairman of the Board of
Borrower (if an officer), the Chief Executive Officer of Borrower or the
President of Borrower or, with respect to financial matters, the Chief Financial
Officer of Borrower, any Vice President-Finance of Borrower or the Treasurer (or
an equivalent officer) of Borrower.

                  "Returns" see Section 8.09.

                  "Revolving Credit Commitment" shall mean, for each Revolving
Credit Lender, the obligation of such Lender to make Revolving Credit Loans in
an aggregate principal amount at any one time outstanding up to but not
exceeding the amount recorded by the Administrative Agent in the Register on the
Closing Date (as the same may be reduced from time to time pursuant to Section
2.04 or changed pursuant to Section 13.06(b)). The aggregate principal amount of
the Revolving Credit Commitments on the Closing Date is $50.0 million.

                  "Revolving Credit Commitment Percentage" shall mean, with
respect to any Revolving Credit Lender, the ratio of (a) the amount of the
Revolving Credit Commitment of such Lender to (b) the aggregate amount of the
Revolving Credit Commitments of all of the Lenders.

                  "Revolving Credit Commitment Termination Date" shall mean the
earliest of

                  (a) December 15, 2003 or, if earlier, the termination date of
         the Merger Agreement, as set forth in the Merger Agreement (if the
         initial credit extension has not occurred on or prior to such date);

                  (b) the Final Maturity Date with respect to Revolving Credit
         Loans; and

                  (c) the date on which the Revolving Credit Commitments are
         terminated in full or reduced to zero pursuant to the terms of this
         Agreement.

                  "Revolving Credit Commitments" shall mean the aggregate sum of
the Revolving Credit Commitments of all of the Revolving Credit Lenders.

                  "Revolving Credit Facility" shall mean the credit facility
comprising the Revolving Credit Commitment of all of the Revolving Credit
Lenders.

                  "Revolving Credit Lenders" shall mean (a) on the Closing Date,
the Lenders having Revolving Credit Commitments and (b) thereafter, the Lenders
from time to time holding Revolving Credit Loans and Revolving Credit
Commitments after giving effect to any assignments thereof permitted by Section
13.06(b).

                  "Revolving Credit Loans" see Section 2.01(a).


                                      -27-
<PAGE>


                  "Revolving Credit Notes" shall mean the promissory notes
provided for by Section 2.08(a)(i) and all promissory notes delivered in
substitution or exchange therefor, in each case as the same shall be modified
and supplemented and in effect from time to time.

                  "S&P" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.

                  "Security Agreement" shall mean a Security Agreement
substantially in the form of Exhibit E among the Obligors and the Collateral
Agent, as the same may be amended in accordance with the terms thereof and
hereof, and such other agreements reasonably acceptable to the Collateral Agent
as shall be necessary to comply with applicable Requirements of Law and
effective to grant to the Collateral Agent a perfected first priority security
interest (subject to Permitted Liens) in the Security Agreement Collateral
covered thereby.

                  "Security Agreement Collateral" shall mean all property
pledged or granted as collateral pursuant to the Security Agreement delivered on
the Closing Date or thereafter pursuant to Section 9.12.

                  "Security Documents" shall mean the Security Agreement, the
Mortgages, the Perfection Certificate and each other security document, pledge
agreement or similar instrument permitted or required by applicable local law to
grant a valid, perfected security interest in any property or asset, and all UCC
and other financing statements or instruments of perfection required by this
Agreement, the Security Agreement, any Mortgage or any other Security Document
to be filed with respect to the security interests in Property and fixtures
created pursuant to the Security Agreement, any Mortgage or any other Security
Document and any other document or instrument utilized to pledge as collateral
for the Obligations any Property of whatever kind or nature.

                  "Senior Leverage Ratio" shall mean, for any Test Date, the
ratio of (x) the difference of (i) the sum of Total Debt at such Test Date
(including any debt incurred by any Company in connection with a financing
pursuant to any Permitted Receivables Transaction which is outstanding at such
Test Date) less (ii) the sum of Subordinated Debt of Borrower and its
Consolidated Subsidiaries at such Test Date, to (y) Consolidated EBITDA for the
Measurement Period ended on or immediately prior to such Test Date.

                  "Senior Subordinated Notes" shall mean the 10 1/2% Senior
Subordinated Notes due 2009 issued by Borrower pursuant to the Senior
Subordinated Notes Indenture on May 17, 1999, in an aggregate principal amount
of $175.0 million, guaranteed by each of the Guarantors on a senior subordinated
basis, including the senior subordinated notes issued pursuant to a registered
exchange offer therefor.

                  "Senior Subordinated Notes Indenture" shall mean the Indenture
by and among Borrower, as issuer, each of the guarantors party thereto from time
to time and State Street Bank and Trust Company, as trustee, dated as of May 17,
1999, as such may be amended and in effect from time to time in accordance with
its terms and this Agreement.

                  "Significant Subsidiary" shall mean (1) any Subsidiary of
Borrower that would be a "significant subsidiary" as defined in Regulation S-X
promulgated pursuant to the Securities Act as such Regulation is in effect on
the Closing Date and (2) any Subsidiary of Borrower that, when aggregated with
all other Subsidiaries of Borrower that are not otherwise Significant
Subsidiaries and as to which any event described in clause (e), (f), (g) or (l)
of Section 10 has occurred and is continuing, would constitute a Significant
Subsidiary under clause (1) of this definition.


                                      -28-
<PAGE>


                  "Solvent" and "Solvency" shall mean, for any Person on a
particular date, that on such date (a) the fair value of the Property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts and liabilities beyond such Person's ability
to pay as such debts and liabilities mature, (d) such Person is not engaged in a
business or a transaction, and is not about to engage in a business or a
transaction, for which such Person's Property would constitute an unreasonably
small capital and (e) such Person is able to pay its debts as they become due
and payable.

                  "Sponsor" see the third recital to this Agreement.

                  "Subordinated Debt" shall mean the Senior Subordinated Notes,
the Add-on Notes and any other Indebtedness of any Company that is subordinated
to any other Indebtedness of such Company.

                  "Subordinated Debt Documents" shall mean, collectively, the
Senior Subordinated Notes Indenture and each of the loan agreements, indentures,
note purchase agreements, promissory notes, guarantees, and other instruments
(including the Senior Subordinated Notes) and agreements (including registration
rights agreements) evidencing the terms of Subordinated Debt, as amended,
supplemented, amended and restated or otherwise modified in accordance with this
Agreement.

                  "Subordination Provisions" see Section 10(o).

                  "Subsidiary" shall mean, with respect to any Person, any
corporation, partnership or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person. Unless the context clearly requires
otherwise, all references to any Subsidiary shall mean a Subsidiary of Borrower.

                  "Subsidiary Guarantor" shall mean each Subsidiary listed on
Schedule 1.01(b) and each direct and indirect Wholly Owned Subsidiary that
guarantees the payment of the Obligations of Borrower under the Credit Documents
pursuant to Section 9.20.

                  "Superior" shall mean Superior Engineered Products
Corporation, a California corporation.

                  "Superior Acquisition" shall mean the potential acquisition by
Borrower of all the outstanding Equity Interests of Superior.

                  "Surety Instruments" shall mean all letters of credit
(including standby and commercial), bankers' acceptances, bank guarantees,
surety bonds and similar instruments.

                  "Survey" shall mean a survey of any Mortgaged Real Property
(and all improvements thereon) which is (a)(i) prepared by a surveyor or
engineer licensed to perform surveys in the state, province or country where
such Mortgaged Real Property is located, (ii) dated (or redated) not earlier
than six months prior to the date of delivery thereof unless there shall have
occurred after the date of such survey any exterior construction on the site of
such Mortgaged Real Property, in which event such survey shall


                                      -29-
<PAGE>


be dated (or redated) after the completion of such construction or, if such
construction shall not have been completed as of such date of delivery, not
earlier than 20 days prior to such date of delivery, (iii) certified by the
surveyor (in a manner reasonably acceptable to the Administrative Agent) to the
Administrative Agent, the Collateral Agent and the Title Company, (iv) complying
in all material respects with Requirements of Law, (v) complying in all respects
with the minimum detail requirements of the American Land Title Association as
such requirements are in effect on the date of preparation of such survey and
(vi) sufficient for the Title Company to remove all standard survey exceptions
from the title insurance policy (or commitment) relating to such Mortgaged
Property and issue the endorsements of the type required by Section 9.12 or (b)
otherwise reasonably acceptable to the Collateral Agent.

                  "Swap Contract" shall mean any agreement entered into in the
ordinary course of business (as a bona fide hedge and not for speculative
purposes) (including any master agreement and any agreement, whether or not in
writing, relating to any single transaction) that is an interest rate swap
agreement, basis swap, forward rate agreement, commodity swap, commodity option,
forward commodity purchase agreement, equity or equity index swap or option,
bond option, interest rate option, foreign exchange agreement, rate cap, collar
or floor agreement, currency swap agreement, cross-currency rate swap agreement,
swaption, currency option or any other similar agreement (including any option
to enter into any of the foregoing) and is designed to protect the Obligors
against fluctuations in interest rates, currency exchange rates, or similar
risks (including any Interest Rate Protection Agreement entered into pursuant to
Section 9.18) but excluding all forward commitments for the purchase of
materials and utilities used in the ordinary course of business of Borrower and
its Subsidiaries and not for speculative purposes.

                  "Swing Loan Commitment" shall mean the obligation of the Swing
Loan Lender to make or continue Swing Loans hereunder in an aggregate principal
amount up to but not exceeding $10.0 million, as the same may be reduced or
terminated pursuant to Section 2.04 or Section 10, it being understood that the
Swing Loan Commitment is part of the Revolving Credit Commitment of the Swing
Loan Lender, rather than a separate, independent commitment.

                  "Swing Loan Lender" shall mean CIBC Inc. and its successors
and assigns in such capacity.

                  "Swing Loan Maturity Date" shall mean the Revolving Credit
Commitment Termination Date.

                  "Swing Loan Note" shall mean the promissory notes provided for
by Section 2.08(a)(iii) and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be modified and supplemented
and in effect from time to time.

                  "Swing Loans" see Section 2.01(d).

                  "Syndication Agent" see the introduction to this Agreement.

                  "Taxes" shall mean any and all present or future taxes,
imposts, duties, charges, fees, levies or other charges or assessments of
whatever nature, including, but not limited to, income, gross receipts, excise,
real or personal property, sales, withholding, social security, retirement,
unemployment, occupation, use, service, license, net worth, payroll, franchise,
and transfer and recording, imposed by the Internal Revenue Service or any
taxing authority (whether domestic or foreign, including any federal, state,
U.S. possession, county, local or foreign government or any subdivision or
taxing agency thereof), whether computed on a separate, consolidated, unitary,
combined or any other basis, including interest,


                                      -30-
<PAGE>


fines, penalties or additions to tax attributable to or imposed on or with
respect to any such taxes, charges, fees, levies or other assessments.

                  "Tax Sharing Agreement" shall mean the Restated and Amended
Tax Sharing Agreement, dated as of October 25, 2000, among D and W Holdings,
Inc., Borrower and the direct and indirect Subsidiaries of Borrower signatory
thereto, as amended in connection with the Transactions on or prior to the
Closing Date, as such may be amended and in effect from time to time in
accordance with its terms and this Agreement.

                  "Term Loan Commitment" shall mean, for each Term Loan Lender,
the obligation of such Lender to make on the Closing Date a Term Loan in an
amount up to but not exceeding the amount recorded by the Administrative Agent
in the Register on the Closing Date (as the same may be changed pursuant to
Section 13.06(b)). The aggregate principal amount of the Term Loan Commitments
on the Closing Date is $180.0 million.

                  "Term Loan Commitments" shall mean the aggregate sum of the
Term Loan Commitment of all of the Term Loan Lenders.

                  "Term Loan Lenders" shall mean (a) on the Closing Date, the
Lenders having Term Loan Commitments, and (b) thereafter, the Lenders from time
to time holding Term Loans and Term Loan Commitments after giving effect to any
assignments thereof permitted by Section 13.06(b).

                  "Term Loan Notes" shall mean the promissory notes provided for
by Section 2.08(a)(ii) and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be modified and supplemented
and in effect from time to time.

                  "Term Loans" see Section 2.01(b).

                  "Test Date" shall mean, for any Financial Maintenance
Covenant, the last day of each fiscal quarter included within any period set
forth in the table for such Financial Maintenance Covenant and for the Senior
Leverage Ratio, the last day of each fiscal quarter. Compliance with the
Financial Maintenance Covenants shall be tested, as of each Test Date, on the
date on which financial statements pursuant to Section 9.01(a)(ii) or (b) have
been, or should have been, delivered for the applicable fiscal period.

                  "Title Company" shall mean a nationally recognized title
company designated by the Collateral Agent.

                  "Title Policy" see Section 9.12.

                  "Total Debt" shall mean, at any date, and without duplication,
the aggregate amount of Indebtedness of Borrower and its Consolidated
Subsidiaries of the types described in clauses (a), (b), (c), (d), (e), (f), (h)
and (j) of the definition of "Indebtedness" and all Guaranty Obligations of the
Borrower and its Consolidated Subsidiaries in respect thereof as of such date
and determined on a consolidated basis in accordance with GAAP.

                  "Total Leverage Ratio" shall mean, for any Test Date, the
ratio of (x) the sum of Total Debt at such Test Date, excluding any debt
incurred by any Company in connection with a financing pursuant to any Permitted
Receivables Transaction which is outstanding at such Test Date, to (y)
Consolidated EBITDA for the Measurement Period ended on or immediately prior to
such Test Date.


                                      -31-
<PAGE>


                  "Transaction Documents" shall mean, collectively, the Merger
Agreement (including all exhibits and schedules thereto), the Credit Documents
and all other agreements furnished pursuant to or in connection with the Merger,
the Consent Solicitations, the Refinancing, the Equity Financing and the
issuance of the Add-on Notes, in each case as amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with this
Agreement.

                  "Transactions" shall mean the Merger, the Refinancing, the
initial borrowings of Loans under this Agreement, the issuance of the Add-on
Notes, the Equity Financing, the Consent Solicitations and the payments of fees,
commissions and expenses in connection with each of the foregoing.

                  "Type" see Section 1.03.

                  "UBSS" see the introduction to this Agreement.

                  "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the State of New York; provided that if, with respect to any UCC
financing statement or by reason of any provisions of law, the perfection or the
effect of perfection or non-perfection of the security interests granted to the
Collateral Agent pursuant to the applicable Credit Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, then "UCC" means the Uniform Commercial Code as in effect
from time to time in such other jurisdiction for purposes of the provisions of
each Credit Document and any UCC financing statement relating to such perfection
or effect of perfection or non-perfection.

                  "Unutilized Revolving Credit Commitment" shall mean, for any
Revolving Credit Lender, at any time, the excess of such Lender's Revolving
Credit Commitment at such time over the sum of (i) the aggregate outstanding
principal amount of Revolving Credit Loans made by such Lender, (ii) such
Lender's Revolving Credit Commitment Percentage of the aggregate amount of
Letter of Credit Liabilities at such time and (iii) with respect to the Swing
Loan Lender only and only for purposes other than calculating any fee due
pursuant to Section 2.05(a), the aggregate principal amount of Swing Loans then
outstanding.

                  "U.S. Lender" see Section 5.06(b).

                  "Wholly Owned Subsidiary" shall mean, with respect to any
Person, any corporation, partnership or other entity of which all of the Equity
Interests (other than, in the case of a corporation, directors' qualifying
shares or nominee shares required under applicable law) are directly or
indirectly owned or controlled by such Person or one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person. Unless the context clearly requires otherwise, all
references to any Wholly Owned Subsidiary shall mean a Wholly Owned Subsidiary
of Borrower.

                  "Withdrawal Liability" shall mean liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

                  "Working Capital" shall mean an amount determined for Borrower
and the Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) equal to the sum of all current assets (other than cash)
less the sum of all current liabilities (other than the current portion of
long-term Indebtedness and the current portion of deferred tax assets or
liabilities).


                                      -32-
<PAGE>


                  1.02. Accounting Terms and Determinations. Except as otherwise
provided in this Agreement, all computations and determinations as to accounting
or financial matters (including financial covenants) shall be made in accordance
with GAAP consistently applied for all applicable periods, and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP. All
financial statements to be delivered pursuant to this Agreement shall be
prepared in accordance with GAAP. All financial covenants are to be calculated
in accordance with GAAP as in effect on the Closing Date unless such
modifications are agreed to by the parties hereto.

                  1.03. Classes and Types of Loans. Loans hereunder are
distinguished by "Class" and by "Type." The "Class" of a Loan (or of a
Commitment to make a Loan) refers to whether such Loan is a Revolving Credit
Loan or Term Loan, each of which constitutes a Class. The "Type" of a Loan
refers to whether such Loan is an ABR Loan or a LIBOR Loan, each of which
constitutes a Type. Loans may be identified by both Class and Type.

                  1.04. Rules of Construction. (a) In this Agreement and each
other Credit Document, unless the context clearly requires otherwise (or such
other Credit Document clearly provides otherwise), references to (i) the plural
include the singular, the singular the plural and the part the whole; (ii)
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such Persons; (iii) agreements (including this Agreement), promissory notes and
other contractual instruments include subsequent amendments, assignments, and
other modifications thereto, but only to the extent such amendments, assignments
or other modifications thereto are not prohibited by their terms or the terms of
any Credit Document; (iv) statutes and related regulations include any
amendments of same and any successor statutes and regulations; and (v) time
shall be a reference to New York time. Where any provision herein refers to
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person.

                  (a) In this Agreement and each other Credit Document, unless
the context clearly requires otherwise (or such other Credit Document clearly
provides otherwise), (i) "amend" shall mean "amend, restate, amend and restate,
supplement or modify"; and "amended," "amending" and "amendment" shall have
meanings correlative to the foregoing; (ii) in the computation of periods of
time from a specified date to a later specified date, "from" shall mean "from
and including"; "to" and "until" shall mean "to but excluding"; and "through"
shall mean "to and including"; (iii) "hereof," "herein" and "hereunder" (and
similar terms) in this Agreement or any other Credit Document refer to this
Agreement or such other Credit Document, as the case may be, as a whole and not
to any particular provision of this Agreement or such other Credit Document;
(iv) "including" (and similar terms) shall mean "including without limitation"
(and similarly for similar terms); (v) "or" has the inclusive meaning
represented by the phrase "and/or"; (vi) "satisfactory to" any Creditor shall
mean in form, scope and substance and on terms and conditions reasonably
satisfactory to such Creditor; (vii) references to "the date hereof" shall mean
the Closing Date; and (viii) "asset" and "Property" shall have the same meaning
and effect and refer to all tangible and intangible assets and property, whether
real, personal or mixed and of every type and description.

                  (b) In this Agreement unless the context clearly requires
otherwise, any reference to (i) an Annex, Exhibit or Schedule is to an Annex,
Exhibit or Schedule, as the case may be, attached to this Agreement and
constituting a part hereof, and (ii) a Section or other subdivision is to a
Section or such other subdivision of this Agreement.

                  (c) No doctrine of construction of ambiguities in agreements
or instruments against the interests of the party controlling the drafting
thereof shall apply to any Credit Document.


                                      -33-
<PAGE>


                  Section 2. Commitments, Letters of Credit, Fees, Register,
Prepayments and Replacement of Lenders.

                  2.01. Loans.

                  (a) Revolving Credit Loans. Each Revolving Credit Lender
severally agrees, on the terms and conditions of this Agreement, to make
revolving credit loans (the "Revolving Credit Loans") to Borrower in Dollars
during the period from but not including the Closing Date to but not including
the date that is five days prior to the Revolving Credit Commitment Termination
Date in an aggregate principal amount at any one time outstanding not exceeding
the amount of the Revolving Credit Commitment of such Lender as in effect from
time to time; provided, however, that in no event shall (i) the sum of the
aggregate principal amount of Revolving Credit Loans then outstanding made by
any Revolving Credit Lender, plus such Lender's pro rata share (based on the
Revolving Credit Commitments) of the aggregate principal amount of Swing Loans
then outstanding, plus such Lender's pro rata share (based on the Revolving
Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities
exceed such Lender's Revolving Credit Commitment at in effect at such time, or
(ii) the sum of the aggregate principal amount of (without duplication) all
Revolving Credit Loans then outstanding, plus the aggregate principal amount of
Swing Loans then outstanding, plus the aggregate amount of all Letter of Credit
Liabilities at any time exceed the aggregate amount of the Revolving Credit
Commitments as in effect at such time. Subject to the terms and conditions of
this Agreement, during such period Borrower may borrow, repay and reborrow the
amount of the Revolving Credit Commitments by means of ABR Loans and LIBOR Loans
and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans
of another Type (as provided in Section 2.09) or Continue Revolving Credit Loans
of one Type as Revolving Credit Loans of the same Type (as provided in Section
2.09).

                  (b) Term Loans. Each Lender having a Term Loan Commitment
severally agrees, on the terms and conditions of this Agreement, to make a
single term loan (the "Term Loans") to Borrower in Dollars on the Closing Date
in an aggregate principal amount equal to its Term Loan Commitment (or if less
than $180.0 million is requested pursuant to a notice of borrowing given
pursuant to Section 4.05, its Term Loan Commitment multiplied by a fraction, the
numerator of which is the amount of borrowing requested and the denominator of
which is $180.0 million), such loan to be used to finance a portion of the
Transactions and the Superior Acquisition and, in each case, to pay related fees
and expenses; provided that any proceeds from the Term Loans in excess of $140.0
million shall be placed into the Escrow Account subject to release only upon
satisfaction of the conditions set forth in Section 7.03. Subject to the terms
and conditions of this Agreement, on and after the Closing Date, Borrower may
Convert Term Loans of one Type into Term Loans of another Type (as provided in
Section 2.09) or Continue Term Loans of one Type as Term Loans of the same Type
(as provided in Section 2.09). Term Loans that are repaid or prepaid may not be
reborrowed.

                  (c) Limit on LIBOR Loans. No more than 10 separate Interest
Periods in respect of LIBOR Loans of each Class may be outstanding at any one
time. Unless consented to by the Lead Arrangers in their reasonable discretion,
no LIBOR Loans (other than one month LIBOR Loans) may be made prior to the
completion of the Primary Syndication.

                  (d) Swing Loans. Subject to the terms and conditions of this
Agreement, upon request of Borrower, the Swing Loan Lender agrees to make one or
more swing loans to Borrower from time to time from and including the Closing
Date to but excluding the date that is five days prior to the Swing Loan
Maturity Date, up to but not exceeding the amount of the Swing Loan Lender's
Swing Loan Commitment as then in effect. (Such swing loans referred to in this
Section 2.01(d) now or hereafter made by the Swing Loan Lender to Borrower from
and including the Closing Date to but excluding the Swing Loan Maturity Date are
hereinafter collectively called the "Swing Loans.") Prior to the Swing


                                      -34-
<PAGE>


Loan Maturity Date, Borrower may borrow, repay and reborrow Swing Loans up to
the Swing Loan Commitment in accordance with the terms of this Agreement. The
Swing Loan Lender shall not make any Swing Loans on or after the Swing Loan
Maturity Date. Notwithstanding anything to the contrary contained in this
Section 2.01(d) or elsewhere in this Agreement, the Swing Loan Lender shall not
be obligated, pursuant to this Section 2.01(d) or otherwise, to make any Swing
Loan to or for the account of Borrower, and Borrower shall not be entitled to
borrow, pursuant to this Section 2.01(d), if, after giving full effect to the
requested Swing Loan, the aggregate outstanding amount of Revolving Credit
Loans, plus the aggregate outstanding amount of Swing Loans, plus the aggregate
outstanding Letter of Credit Liabilities would exceed the aggregate amount of
the Revolving Credit Commitments as in effect at such time. Notwithstanding
anything herein or elsewhere to the contrary, the Swing Loans will be made and
maintained only as ABR Loans. The Swing Loan Lender shall not make any Swing
Loan after receiving a written notice from Borrower or the Majority Revolving
Credit Lenders stating that a Default exists and is continuing until such time
as the Swing Loan Lender shall have received written notice of (i) rescission of
all such notices from the party or parties originally delivering such notice,
(ii) the waiver of such Default by the Majority Lenders, or (iii) the
Administrative Agent's good faith determination that such Default has ceased to
exist. Swing Loans shall be made in minimum amounts of $100,000 and integral
multiples of $50,000 above such amount.

                  Upon the occurrence of a Default, each Revolving Credit Lender
shall be deemed to have purchased (and each Revolving Credit Lender hereby
irrevocably agrees to purchase on a pro rata basis (based upon each Revolving
Credit Lender's Revolving Credit Commitment)) an irrevocable participation in
all outstanding Swing Loans, together with all accrued interest thereon, without
any further action by or on behalf of the Swing Loan Lender, any other Lender,
Borrower or any other Person. Upon one Business Day's notice from the Swing Loan
Lender, each other Revolving Credit Lender shall deliver to the Swing Loan
Lender an amount equal to its respective participation in such Swing Loan (as
determined pursuant to the immediately preceding sentence) in cash. In order to
evidence such participation, each Revolving Credit Lender agrees to enter into a
participation agreement at the request of the Swing Loan Lender in form and
substance satisfactory to the Swing Loan Lender and the Revolving Credit Lender.
If any Revolving Credit Lender fails to make available to the Swing Loan Lender
the amount of such Revolving Credit Lender's participation as provided in this
paragraph, the Swing Loan Lender shall be entitled to recover such amount on
demand from such Revolving Credit Lender, together with interest thereon at the
Federal Funds Rate until such amount is paid in full in cash. In the event the
Swing Loan Lender receives a payment from Borrower or any other Obligor of any
amount in which the Revolving Credit Lenders have purchased participations as
provided in this paragraph, the Swing Loan Lender shall promptly distribute to
each Revolving Credit Lender its pro rata share of such payment. In the event
that any portion of any Swing Loan is not repaid when due, the Swing Loan Lender
shall promptly notify the Administrative Agent and the Administrative Agent
shall promptly, and in no event later than 1:00 p.m., New York time, two
Business Days after its receipt of such notice, notify each Revolving Credit
Lender in writing of the unreimbursed amount of such Swing Loan and of such
Revolving Credit Lender's percentage of such unreimbursed amount (to be pro rata
based upon the Revolving Credit Commitments). Each of the Revolving Credit
Lenders shall make a Revolving Credit Loan in an amount equal to such percentage
of the unreimbursed amount of such Swing Loan, together with accrued unpaid
interest thereon (to the extent that there is availability under the Revolving
Credit Commitments), and pay the proceeds thereof, in immediately available
funds, directly to the Administrative Agent for the account of the Swing Loan
Lender, not later than 1:00 p.m., New York time, on the next Business Day after
the date such Revolving Credit Lender is notified by the Administrative Agent.
Revolving Credit Loans made by the Lenders to repay unreimbursed Swing Loans
pursuant to this subsection shall constitute Revolving Credit Loans hereunder,
initially shall be ABR Loans and shall be subject to all of the provisions of
this Agreement concerning Revolving Credit Loans, except that such Revolving
Credit Loans shall be made upon demand by the Administrative Agent as set forth
above rather than upon notice by Borrower, and shall be made, notwithstanding
anything in this Agreement to the contrary, without regard to satisfaction


                                      -35-
<PAGE>


of conditions precedent to the making of Revolving Credit Loans set forth in
Section 7.02 of this Agreement; provided, however that no Lender shall be
obligated to make such Revolving Credit Loans if, prior to the date of the
borrowing of the Swing Loan to be refunded, the Swing Loan Lender had received
written notice from the Administrative Agent or any Lender of the existence and
continuance of a Default or an Event of Default. Anything contained in this
Agreement or otherwise to the contrary notwithstanding, (A) each Revolving
Credit Lender's obligation to comply with this paragraph shall be absolute and
unconditional and shall not be affected by any circumstances, including, without
limitation, (1) any setoff, counterclaim, recoupment, defense or other right
which such Revolving Credit Lender may now or hereafter have against the Swing
Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the
occurrence or continuation of a Default or an Event of Default (except as set
forth in this paragraph), (3) any Material Adverse Change in the condition of
any Company, (4) any breach or default of this Agreement or any of the Security
Documents by any Person, or (5) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing, and (B) the Swing
Loan Lender shall not have any obligation to make any Swing Loans if (1)
Borrower fails for whatever reason to satisfy any of the conditions precedent
set forth in Section 7.02 or (2) any Revolving Credit Lender fails for whatever
reason to comply with its obligations under this Section 2.01(d).

                  2.02. Borrowings. Borrower shall give the Administrative Agent
notice of each borrowing hereunder as provided in Section 4.05. The form of such
notice of borrowing shall be substantially in the form of Exhibit I. Promptly
following receipt of a notice of borrowing in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan or Loans to be made by it as part of the requested
borrowing. Not later than 1 p.m. New York time on the date specified for each
borrowing hereunder, each Lender shall make available the amount of the Loan or
Loans to be made by it on such date to the Administrative Agent, at an account
specified by the Administrative Agent maintained at the Principal Office, in
immediately available funds, for the account of Borrower. Each borrowing of
Revolving Credit Loans shall be made by each Revolving Credit Lender pro rata
based on such Lender's Revolving Credit Commitment Percentage. The amounts so
received by the Administrative Agent shall, subject to the terms and conditions
of this Agreement, be made available to Borrower by depositing the same, in
immediately available funds, in an account designated by Borrower.

                  2.03. Letters of Credit. Subject to the terms and conditions
hereof, the Revolving Credit Commitments may be utilized, upon the request of
Borrower, in addition to the Revolving Credit Loans provided for by Section
2.01(a), for standby and documentary letters of credit (herein collectively
called "Letters of Credit") issued by the Issuing Lender for the account of
Borrower or any Subsidiary which is an Obligor (provided, that Borrower shall be
a co-applicant (and jointly and severally liable) with respect to each Letter of
Credit issued for the account of any such Subsidiary); provided, however, that
in no event shall (i) the aggregate amount of all Letter of Credit Liabilities,
plus the aggregate principal amount of the Revolving Credit Loans then
outstanding, plus the aggregate principal amount of Swing Loans then outstanding
exceed at any time the Revolving Credit Commitments as in effect at such time,
(ii) the sum of the aggregate principal amount of Revolving Credit Loans then
outstanding made by any Revolving Credit Lender, plus such Lender's pro rata
share (based on the Revolving Credit Commitments) of the aggregate principal
amount of Swing Loans then outstanding, plus such Lender's pro rata share (based
on the Revolving Credit Commitments) of the aggregate amount of all Letter of
Credit Liabilities exceed such Lender's Revolving Credit Commitment as in effect
at such time, (iii) the outstanding aggregate amount of all Letter of Credit
Liabilities exceed $20.0 million, (iv) the face amount of any Letter of Credit
be less than $10,000, (v) the expiration date of any Letter of Credit extend
beyond the earlier of (x) the fifth Business Day preceding the Revolving Credit
Commitment Termination Date and (y) the date twelve months following the date of
such issuance for standby Letters of Credit or 180 days after the date of such
issuance (or as otherwise agreed with the Issuing Lender) for documentary
Letters of Credit, unless the Majority Revolving Credit Lenders have approved
such expiry date in writing


                                      -36-
<PAGE>
(but never beyond the fifth Business Day prior to the Revolving Credit
Commitment Termination Date); provided, however, that any standby Letter of
Credit may be automatically extendible for periods of up to one year (but never
beyond the fifth Business Day preceding the Revolving Credit Commitment
Termination Date) so long as such Letter of Credit provides that the Issuing
Lender retains an option satisfactory to the Issuing Lender to terminate such
Letter of Credit prior to each extension date, unless the Majority Revolving
Credit Lenders have approved such expiry date in writing, or (vi) the Issuing
Lender issue any Letter of Credit after it has received notice from Borrower or
the Majority Revolving Credit Lenders stating that a Default exists until such
time as the Issuing Lender shall have received written notice of (x) rescission
of such notice from the Majority Revolving Credit Lenders, (y) waiver of such
Default in accordance with this Agreement or (z) the Administrative Agent's good
faith determination that such Default has ceased to exist. The following
additional provisions shall apply to Letters of Credit:

                  (a) Borrower shall give the Administrative Agent at least
         three Business Days' irrevocable prior notice (effective upon receipt)
         specifying the date (which shall be no later than thirty days preceding
         the Revolving Credit Termination Date) each Letter of Credit is to be
         issued and describing in reasonable detail the proposed terms of such
         Letter of Credit (including the beneficiary thereof) (including whether
         such Letter of Credit is to be a documentary Letter of Credit or a
         standby Letter of Credit). Upon receipt of any such notice, the
         Administrative Agent shall advise the Issuing Lender of the contents
         thereof. Each Lender hereby authorizes, on the terms and conditions of
         this Agreement, the Issuing Lender to issue, and perform its
         obligations under, Letters of Credit. Letters of Credit shall be issued
         in accordance with the customary procedures of the Issuing Lender,
         which may include an application for Letters of Credit. The Issuing
         Lender may refuse to issue any Letter of Credit the contents of which
         are not reasonably satisfactory to it provided that it notifies
         Borrower of the reasons for its refusal. If there is any conflict
         between the procedures required by the Issuing Lender and this
         Agreement, this Agreement shall govern.

                  (b) On each day during the period commencing with the issuance
         by the Issuing Lender of any Letter of Credit and until such Letter of
         Credit shall have expired or been terminated, the Revolving Credit
         Commitment of each Revolving Credit Lender shall be deemed to be
         utilized for all purposes hereof in an amount equal to such Lender's
         Revolving Credit Commitment Percentage of the then undrawn face amount
         of such Letter of Credit. Each Revolving Credit Lender (other than the
         Issuing Lender) agrees that, upon the issuance of any Letter of Credit
         hereunder, it shall automatically acquire a participation in the
         Issuing Lender's liability under such Letter of Credit in an amount
         equal to such Lender's Revolving Credit Commitment Percentage of such
         liability, and each Revolving Credit Lender (other than the Issuing
         Lender) thereby shall absolutely, unconditionally and irrevocably
         assume, as primary obligor and not as surety, and shall be
         unconditionally obligated to the Issuing Lender to pay and discharge
         when due, its Revolving Credit Commitment Percentage of the Issuing
         Lender's liability under such Letter of Credit. The Issuing Lender
         shall be deemed to hold a Letter of Credit Liability in an amount equal
         to its retained interest in the related Letter of Credit after giving
         effect to such acquisition by the Revolving Credit Lenders other than
         the Issuing Lender of their participation interests.

                  (c) Upon the making of any payment to the beneficiary of any
         Letter of Credit, the Issuing Lender shall promptly notify Borrower
         (through the Administrative Agent) of the amount paid by the Issuing
         Lender and the date on which payment was made to such beneficiary.
         Borrower hereby unconditionally agrees to pay and reimburse the Issuing
         Lender for the amount of payment under such Letter of Credit, together
         with interest thereon at the Alternate Base Rate plus the Applicable
         Margin applicable to Revolving Credit Loans from the date payment was



                                      -37-
<PAGE>


         made to such beneficiary to the date on which payment is due, not later
         than the next Business Day after the date on which Borrower receives
         such notice from the Issuing Lender. Any such payment due from Borrower
         and not paid on the required date shall bear interest at rates
         specified in Section 3.02(b).

                  (d) Forthwith upon its receipt of a notice referred to in
         clause (c) of this Section 2.03, Borrower shall advise the Issuing
         Lender whether or not Borrower intends to borrow hereunder to finance
         its obligation to reimburse the Issuing Lender for the amount of the
         related demand for payment and, if it does, submit a notice of such
         borrowing as provided in Section 4.05. In the event that Borrower fails
         to so advise the Administrative Agent, or if Borrower fails to
         reimburse the Issuing Lender for a demand for payment under a Letter of
         Credit by the next Business Day after the date of such notice, the
         Administrative Agent shall give each Revolving Credit Lender prompt
         notice of the amount of the demand for payment, specifying such
         Lender's Revolving Credit Commitment Percentage of the amount of the
         related demand for payment.

                  (e) Each Revolving Credit Lender (other than the Issuing
         Lender) shall pay to the Administrative Agent for account of the
         Issuing Lender at the Principal Office in Dollars and in immediately
         available funds, the amount of such Lender's Revolving Credit
         Commitment Percentage of any payment under a Letter of Credit upon not
         less than one Business Day's notice by the Issuing Lender (through the
         Administrative Agent) to such Revolving Credit Lender requesting such
         payment and specifying such amount. Each such Revolving Credit Lender's
         obligation to make such payments to the Administrative Agent for
         account of the Issuing Lender under this clause (e), and the Issuing
         Lender's right to receive the same, shall be absolute and unconditional
         and shall not be affected by any circumstance whatsoever, including (i)
         the failure of any other Revolving Credit Lender to make its payment
         under this clause (e), (ii) the financial condition of Borrower or the
         existence of any Default or Event of Default or (iii) the termination
         of the Commitments. Each such payment to the Issuing Lender shall be
         made without any offset, abatement, withholding or reduction
         whatsoever.

                  (f) Upon the making of each payment by a Revolving Credit
         Lender to the Issuing Lender pursuant to clause (e) above in respect of
         any Letter of Credit, such Lender shall, automatically and without any
         further action on the part of the Administrative Agent, the Issuing
         Lender or such Lender, acquire (i) a participation in an amount equal
         to such payment in the Reimbursement Obligation owing to the Issuing
         Lender by Borrower hereunder and under the Letter of Credit Documents
         relating to such Letter of Credit and (ii) a participation in a
         percentage equal to such Lender's Revolving Credit Commitment
         Percentage in any interest or other amounts payable by Borrower
         hereunder and under such Letter of Credit Documents in respect of such
         Reimbursement Obligation. Upon receipt by the Issuing Lender from or
         for the account of Borrower of any payment in respect of any
         Reimbursement Obligation or any such interest or other amounts
         (including by way of setoff or application of proceeds of any
         collateral security) the Issuing Lender shall promptly pay to the
         Administrative Agent for account of each Revolving Credit Lender which
         has satisfied its obligations under clause (e) above (and the
         Administrative Agent shall promptly pay to each such Revolving Credit
         Lender), such Revolving Credit Lender's Revolving Credit Commitment
         Percentage of such payment, each such payment by the Issuing Lender to
         be made in the same money and funds in which received by the Issuing
         Lender. In the event any payment received by the Issuing Lender and so
         paid to the Revolving Credit Lenders hereunder is rescinded or must
         otherwise be returned by the Issuing Lender, each Revolving Credit
         Lender shall, upon the request of the Issuing Lender (through the
         Administrative Agent), repay to the Issuing Lender (through the
         Administrative Agent) the amount of such payment paid to such Lender,
         with interest at the rate specified in clause (i) of this Section 2.03.


                                      -38-
<PAGE>

                  (g) Borrower shall pay to the Administrative Agent for the
         account of the Issuing Lender in respect of each Letter of Credit a
         letter of credit commission in an amount (not less than $250) equal to
         (x) the rate per annum equal to the Applicable Margin for Revolving
         Credit Loans that are LIBOR Loans in effect from time to time,
         multiplied by (y) the daily average undrawn face amount of such Letter
         of Credit for the period from and including the date of issuance of
         such Letter of Credit (i) in the case of a Letter of Credit which
         expires in accordance with its terms, to and including such expiration
         date and (ii) in the case of a Letter of Credit which is drawn in full
         or is otherwise terminated other than on the stated expiration date of
         such Letter of Credit, to but excluding the date such Letter of Credit
         is drawn in full or is terminated, such fee to be non-refundable and to
         be paid in arrears quarterly, on each Quarterly Date (or such $250 per
         annum fee to be paid on the date of issuance of the applicable Letter
         of Credit), and on the earlier of the Revolving Credit Commitment
         Termination Date or the date of the termination of the Revolving Credit
         Commitments or the date of such termination, expiration or the Business
         Day subsequent to notice of a drawing. The Issuing Lender shall pay to
         the Administrative Agent for account of each Revolving Credit Lender
         (other than the Issuing Lender), from time to time at reasonable
         intervals (but in any event at least quarterly), but only to the extent
         actually received from Borrower (and the Administrative Agent shall
         promptly pay to each such Revolving Credit Lender), an amount equal to
         such Lender's Revolving Credit Commitment Percentage of all letter of
         credit commissions referred to in the first sentence of this clause
         (g). In addition, Borrower shall pay to the Administrative Agent for
         account of the Issuing Lender only in respect of each Letter of Credit
         a letter of credit issuance fee in an amount equal to, in the case of
         standby Letters of Credit, 0.25% per annum multiplied by the original
         face amount, and, in the case of documentary Letters of Credit, 0.25%
         per annum multiplied by the average daily outstanding amount, in each
         case from the issue date through the expiry date of such Letter of
         Credit (but in no event less than $500 per Letter of Credit), and such
         other fees as may be agreed by Borrower and the Issuing Lender, such
         amount to be payable quarterly in arrears on each Quarterly Date, plus
         all charges, costs and expenses in the amounts customarily charged by
         the Issuing Lender from time to time in like circumstances with respect
         to the issuance, amendment or transfer of each Letter of Credit and
         drawings and other transactions relating thereto.

                  (h) Upon the request of any Revolving Credit Lender from time
         to time, the Issuing Lender shall deliver any other information
         reasonably requested by such Lender with respect to each Letter of
         Credit then outstanding.

                  (i) To the extent that any Revolving Credit Lender fails to
         pay an amount required to be paid pursuant to clause (e) or (f) of this
         Section 2.03 on the due date therefor, such Lender shall pay interest
         to the Issuing Lender (through the Administrative Agent) on such amount
         from and including such due date to but excluding the date such payment
         is made (i) during the period from and including such due date to but
         excluding the date three Business Days thereafter, at a rate per annum
         equal to the Federal Funds Rate (as in effect from time to time) and
         (ii) thereafter, at a rate per annum equal to the post-default rate (as
         in effect from time to time) pursuant to Section 3.02(b)(y).

                  (j) The issuance by the Issuing Lender of any modification or
         supplement to any Letter of Credit hereunder that would extend the
         expiry date or increase the face amount thereof shall be subject to the
         same conditions applicable under this Section 2.03 to the issuance of
         new Letters of Credit, and no such modification or supplement shall be
         issued hereunder unless either (x) the respective Letter of Credit
         affected thereby would have complied with such conditions had it
         originally been issued hereunder in such modified or supplemented form
         or (y) each Revolving Credit Lender shall have consented thereto.


                                      -39-
<PAGE>


                  (k) Notwithstanding the foregoing, the Issuing Lender shall
         not be under any obligation to issue any Letter of Credit if at the
         time of such issuance, any order, judgment or decree of any
         Governmental Authority or arbitrator shall purport by its terms to
         enjoin or restrain the Issuing Lender from issuing such Letter of
         Credit or any requirement of law applicable to the Issuing Lender or
         any request or directive (whether or not having the force of law) from
         any Governmental Authority shall prohibit, or request that the Issuing
         Lender refrain from, the issuance of letters of credit generally or
         such Letter of Credit in particular or shall impose upon such Issuing
         Lender with respect to such Letter of Credit any restriction or reserve
         or capital requirement (for which the Issuing Lender is not otherwise
         compensated) not in effect on the date hereof. At any time that the
         Issuing Lender shall not be under any obligation to issue Letters of
         Credit pursuant to this paragraph (k), the Issuing Lender may be
         replaced by Borrower with another Lender reasonably acceptable to the
         Administrative Agent upon notice to the Issuing Lender and the
         Administrative Agent. Upon any such replacement, the Administrative
         Agent shall notify the Lenders of any such replacement of the Issuing
         Lender and the replacement Issuing Lender shall agree to be bound by
         the applicable provisions of this Agreement. At the time any such
         replacement shall become effective, Borrower shall pay all unpaid fees
         accrued for the account of the replaced Issuing Lender pursuant to
         Section 2.03(g). 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.

                  Each Existing Letter of Credit shall be deemed to be a Letter
of Credit issued hereunder for all purposes of this Agreement and the other
Credit Documents. The obligations of Borrower under this Agreement and any
Letter of Credit Document to reimburse the Issuing Lender for a drawing under a
Letter of Credit, and to repay any drawing under a Letter of Credit converted
into Revolving Credit Loans, shall be unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement and each such
other Letter of Credit Document under all circumstances, including the
following: (i) any lack of validity or enforceability of this Agreement or any
Letter of Credit Document; (ii) the existence of any claim, setoff, defense or
other right that Borrower may have at any time against any beneficiary or any
transferee of any Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the Issuing Lender or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by the Letter of Credit Documents or any unrelated transaction; (iii) any
draft, demand, certificate or other document presented under any Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under any Letter of Credit; or any defense based upon the failure
of any drawing under a Letter of Credit to conform to the terms of the Letter of
Credit or any non-application or misapplication by the beneficiary of the
proceeds of such drawing; or (iv) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, Borrower or a Guarantor; provided, however, that Borrower shall
not be obligated to reimburse the Issuing Lender for any wrongful payment
determined by a court of competent jurisdiction to have been made by the Issuing
Lender as a result of acts or omissions constituting bad faith or gross
negligence on the part of the Issuing Lender. To the extent that any provision
of any Letter of Credit Document is inconsistent with the provisions of this
Section 2.03, the provisions of this Section 2.03 shall control.


                                      -40-
<PAGE>


                  2.04. Termination and Reductions of Commitments. (a) The
aggregate amount of the Revolving Credit Commitments shall be automatically and
permanently reduced to zero on the Revolving Credit Commitment Termination Date.
The aggregate amount of Revolving Credit Commitments shall be permanently
reduced on the date any required prepayments described in Section 2.10(a) are
required to be made in the amount specified in Section 2.10(b)(ii).

                  The aggregate amount of the Term Loan Commitments shall be
automatically and permanently reduced to zero immediately after the making of
the Term Loans on the Closing Date.

                  (a) Borrower shall have the right at any time or from time to
time (without premium or penalty except breakage costs (if any)) (i) so long as
no Revolving Credit Loans or Letter of Credit Liabilities will be outstanding as
of the date specified for termination, to terminate the Revolving Credit
Commitments, and (ii) to reduce the aggregate amount of the Unutilized Revolving
Credit Commitments of all the Revolving Credit Lenders; provided, however, that
(x) Borrower shall give notice of each such termination or reduction as provided
in Section 4.05, and (y) each partial reduction shall be in an aggregate amount
at least equal to $5.0 million (or a larger multiple of $1.0 million) or, if
less, the remaining Revolving Credit Commitments.

                  (b) The Commitments once terminated or reduced may not be
reinstated.

                  2.05. Fees. (a) Borrower shall pay to the Administrative Agent
for the account of each Revolving Credit Lender (and the Administrative Agent
shall promptly pay to each such Revolving Credit Lender) a commitment fee on the
daily average amount of such Lender's Unutilized Revolving Credit Commitment,
for the period from and including the Closing Date to but not including the
earlier of the date such Revolving Credit Commitment is terminated and the
Revolving Credit Commitment Termination Date, at a rate per annum equal to
0.500%; provided that at any time when the Total Leverage Ratio set forth in the
Interest Rate Certificate most recently delivered by Borrower to the
Administrative Agent is less than 2.75:1 such rate per annum shall be 0.375%.
Any accrued commitment fee under this Section 2.05(a) shall be payable in
arrears on each Quarterly Date and on the Revolving Credit Commitment
Termination Date.

                  (a) Borrower agrees to pay to the Lead Arrangers and the
Administrative Agent, for their own account, the fees in the amounts and on the
dates set forth in the Fee Letter and the Incremental Fee Letter.

                  2.06. Lending Offices. The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type. No Lender shall (unless required by law or if the
failure to do so would adversely affect such Lender) change its Applicable
Lending Office for LIBOR Loans if such change would increase Borrower's net
costs or expenses hereunder materially (including withholding payments).

                  2.07. Several Obligations of Lenders. The failure of any
Lender to make any Loan to be made by it on the date specified therefor shall
not relieve any other Lender of its obligation to make its Loan on such date,
but neither any Lender nor the Administrative Agent shall be responsible for the
failure of any other Lender to make a Loan to be made by such other Lender, and
no Lender shall have any obligation to the Administrative Agent or any other
Lender for the failure by such Lender to make any Loan required to be made by
such Lender.

                  2.08. Notes; Register. (a) (i) Each Revolving Credit Lender
may request Notes to be issued in connection with its Revolving Credit
Commitments by written notice to the Administrative Agent. The Revolving Credit
Loans made or to be made by any Revolving Credit Lender who has


                                      -41-
<PAGE>


requested a Note shall be evidenced by one or more promissory notes of Borrower,
substantially in the form of Exhibit A-1, payable to such Lender and otherwise
duly completed.

                  (i) At the request of each Lender having Term Loan Commitments
by written notice to the Administrative Agent, the Term Loans made by such
Lender shall be evidenced by one or more promissory notes of Borrower,
substantially in the form of Exhibit A-2, payable to such Lender and otherwise
duly completed.

                  (ii) At the request of the Swing Loan Lender by written notice
to the Administrative Agent, the Swing Loans made by the Swing Loan Lender shall
be evidenced by one or more promissory notes of Borrower, substantially in the
form of Exhibit A-3, payable to the Swing Loan Lender and otherwise duly
completed.

                  (b) The date, amount, Type, interest rate and duration of
Interest Period (if applicable) of each Loan of each Class made by each Lender
to Borrower, and each payment made on account of the principal thereof, shall be
recorded by such Lender on its books and, prior to any transfer of any Note
evidencing the Loans of such Class held by it, endorsed by such Lender on the
schedule attached to such Note or any continuation thereof; provided, however,
that the failure of such Lender to make any such recordation or endorsement or
any error in making any such recordation or endorsement shall not affect the
obligations of Borrower to make a payment when due of any amount owing hereunder
or under such Note.

                  (c) Borrower hereby designates the Administrative Agent to
serve as its agent, solely for purposes of this Section 2.08, to maintain a
register (the "Register") on which it will record the name and address of each
Lender, the Commitment from time to time of each of the Lenders, the principal
amount of the Loans made by each of the Lenders and each repayment in respect of
the principal amount of the Loans of each Lender. Failure to make any such
recordation or any error in such recordation shall not affect Borrower's
obligations in respect of such Loans. The entries in the Register shall be
conclusive, in the absence of manifest error, and Borrower, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the
Register as the owner of a Loan or other obligation hereunder as the owner
thereof for all purposes of this Agreement and the other Credit Documents,
notwithstanding any notice to the contrary. The Register shall be available for
inspection by Borrower and (solely with respect to its Commitments and Loans)
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

                  2.09. Optional Prepayments and Conversions or Continuations of
Loans. Subject to Section 4.04, Borrower shall have the right to prepay Loans,
in whole or in part, without penalty or premium, or to Convert Loans of one Type
into Loans of another Type or to Continue Loans of one Type as Loans of the same
Type, at any time or from time to time to be applied as specified by Borrower;
provided, however, that: (a) Borrower shall give the Administrative Agent notice
of each such prepayment, Conversion or Continuation as provided in Section 4.05
(and, upon the date specified in any such notice of prepayment, the amount to be
prepaid shall become due and payable hereunder); (b) if LIBOR Loans are prepaid
or Converted other than on the last day of an Interest Period for such Loans,
Borrower shall at such time pay all expenses and costs required by Section 5.05;
and (c) prepayments of the Term Loans pursuant to this Section 2.09 shall be
applied to scheduled Amortization Payments on a pro rata basis. Each notice of
Conversion or Continuation shall be substantially in the form of Exhibit J.

                  Notwithstanding the foregoing, and without limiting the rights
and remedies of the Lenders under Section 10, in the event that any Event of
Default shall have occurred and be continuing, the Administrative Agent may (and
at the request of the Majority Lenders shall) suspend the right of Borrower to
Convert any Loan into a LIBOR Loan, or to Continue any Loan as a LIBOR Loan, in
which


                                      -42-
<PAGE>


event all Loans shall be Converted (on the last day(s) of the respective
Interest Periods therefor) or Continued, as the case may be, as ABR Loans.

                  2.10. Mandatory Prepayments. (a) Borrower shall prepay the
Term Loans (subject to Section 5.05, without penalty or premium) (and/or
permanently reduce Revolving Credit Commitments) as follows (each such
prepayment and reduction to be effected in each case in the manner, order and to
the extent specified in subsection (b) below of this Section 2.10):

                  (i) Casualty Events. On or prior to the third Business Day
         after the date on which any Company receives any Net Available Proceeds
         from any Casualty Event, in an aggregate principal amount equal to 100%
         of such Net Available Proceeds; provided, however, that (x) so long as
         no Event of Default then exists or would arise therefrom, such Net
         Available Proceeds shall not be required to be so applied on such date
         to the extent that Borrower has delivered an Officer's Certificate to
         the Administrative Agent on or prior to such date stating that such
         proceeds shall be used to (1) repair, replace or restore any Property
         in respect of which such Net Available Proceeds were paid or (2) fund
         the substitution of other Property used or usable in the business of
         Borrower and the Subsidiaries, in each case within 180 days following
         the date of the receipt of such Net Available Proceeds, (y) all such
         Net Available Proceeds shall be delivered to the Collateral Agent
         within 30 days of such receipt to be held in the Collateral Account and
         released therefrom only in accordance with Section 12, and (z) if all
         or any portion of such Net Available Proceeds not required to be
         applied to the prepayment of Term Loans (or reduction of Revolving
         Credit Commitments) pursuant to the preceding proviso is not so used
         within 180 days after the date of the receipt of such Net Available
         Proceeds, such remaining portion shall be applied on the last day of
         such period as specified in Section 2.10(b), unless prior to such 180th
         day a Company shall have entered into a binding agreement to so use
         such Net Available Proceeds, in each case within 180 days after the
         date of such agreement (and if not so used, the Net Available Proceeds
         shall be applied as specified in Section 2.10(b)).

                  (ii) Equity Issuance. On or prior to the third Business Day
         after the date on which the Person consummating the relevant Equity
         Issuance receives any Net Available Proceeds from any such Equity
         Issuance that is consummated after the Closing Date, in an aggregate
         principal amount equal to 50% of such Net Available Proceeds; provided,
         however, that the Designated Equity Issuance Proceeds to the extent
         contemporaneously applied pursuant to Section 9.06(i) need not be so
         applied.

                  (iii) Debt Issuance. On or prior to the third Business Day
         after the date on which the Person consummating the relevant Debt
         Issuance receives any Net Available Proceeds from any such Debt
         Issuance that is consummated after the Closing Date, in an aggregate
         principal amount equal to 100% of such Net Available Proceeds.

                  (iv) Disposition Events. On or prior to the third Business Day
         after the date of receipt by any Company of any Net Available Proceeds
         from any Disposition Event on or after the Closing Date, in an
         aggregate principal amount equal to 100% of the Net Available Proceeds
         from such Disposition Event; provided, however, that (x) the Net
         Available Proceeds from any Disposition Event pursuant to Section
         9.06(g) and 25% of the Net Available Proceeds from any Disposition
         Event pursuant to Section 9.06(h) shall not be required to be applied
         as provided herein on such date if and to the extent that (1) no Event
         of Default then exists or would arise therefrom and (2) Borrower
         delivers an Officer's Certificate to the Administrative Agent on or
         prior to such date stating that such Net Available Proceeds shall be
         reinvested in capital assets of Borrower or any Subsidiary in each case
         within 180 days following the date of such Disposition Event (which
         certificate shall set forth the estimates of the proceeds to be so
         expended), (y) all such Net Available


                                      -43-
<PAGE>


         Proceeds shall be delivered to the Administrative Agent within 30 days
         of such receipt to be held in the Collateral Account and released
         therefrom only in accordance with Section 12, and (z) if all or any
         portion of such Net Available Proceeds not so applied as provided
         herein is not so used within such 180 day period, such remaining
         portion shall be applied on the last day of such period as specified in
         Section 2.10(b), unless prior to such 180th day a Company shall have
         entered into a binding agreement to so use such Net Available Proceeds,
         in each case within 180 days after the date of such agreement (and if
         not so used, the Net Available Proceeds shall be applied as specified
         in Section 2.10(b)). Any interest income from Net Available Proceeds
         held in the Collateral Account shall be for the account of Borrower
         and, so long as no Default then exists and subject to Section 12, shall
         be delivered to Borrower (after deduction of customary administrative
         fees and expenses, if any) from time to time upon request by Borrower.

                  (v) Excess Cash Flow. Not later than 100 days after the end of
         each fiscal year of Borrower commencing with the fiscal year ending
         December 31, 2004, in an aggregate principal amount equal to (A) the
         excess of (x) 75% of Excess Cash Flow for such fiscal year less (y) an
         amount equal to all voluntary prepayments of Term Loans pursuant to
         Section 2.09 made from internally generated funds during such fiscal
         year if such fiscal year ends on or prior to December 31, 2005 or, if
         such fiscal year ends after December 31, 2005, the Total Leverage Ratio
         at the end of such fiscal year is greater than or equal to 3.0:1.0 (as
         evidenced in an Officer's Certificate delivered to the Administrative
         Agent), or (B) the excess of (x) 50% of Excess Cash Flow for such
         fiscal year less (y) an amount equal to all voluntary prepayments of
         Term Loans pursuant to Section 2.09 made from internally generated
         funds during such fiscal year if such fiscal year ends after December
         31, 2005 and the Total Leverage Ratio at the end of such fiscal year is
         less than 3.0:1.0 (as evidenced in an Officer's Certificate delivered
         to the Administrative Agent).

                  (vi) Other Required Prepayments. If the terms of any
         agreement, instrument or indenture pursuant to which any Indebtedness
         pari passu with or junior in right of payment to the Loans is
         outstanding (or pursuant to which such Indebtedness is guaranteed)
         require prepayment of such Indebtedness out of the proceeds of any
         Disposition or otherwise unless such proceeds are used to prepay other
         Indebtedness, then, to the extent not otherwise required by this
         Section 2.10(a), the Loans shall be repaid in an amount not less than
         the minimum amount that would be required to be prepaid not later than
         the latest time as and upon such terms so that such other Indebtedness
         will not be required to be prepaid pursuant to the terms of the
         agreement, indenture or instrument or guarantee governing such other
         Indebtedness.

                  (vii) No Superior Acquisition. If the Superior Acquisition has
         not been consummated and the Escrowed Funds have not been released from
         the Escrow Account within 60 days after the Closing Date, the Escrow
         Agent shall apply the Escrowed Funds to repay the Term Loans on the
         61st day after the Closing Date without any action by Borrower.

                  (b) Application. The amount of any required prepayments
described in Section 2.10(a) shall be applied as follows:

                  (i) first, the amount of the required prepayment shall be
         applied to the reduction of Amortization Payments on the Term Loans
         required by Section 3.01(b) pro rata to the remaining Amortization
         Payments thereof; and

                  (ii) second, after such time as no Term Loans remain
         outstanding, Revolving Credit Commitments shall be permanently reduced
         (at the same time that the prepayment of the Term Loans would have been
         made and assuming an unlimited amount thereof then outstanding) pro


                                      -44-
<PAGE>


         rata in an amount equal to the remaining amount of any such required
         prepayment that would have been applied to the Term Loans (assuming an
         unlimited amount thereof then outstanding) and to the extent that,
         after giving effect to such reduction, the aggregate principal amount
         of Revolving Credit Loans, plus the aggregate principal amount of Swing
         Loans, plus the aggregate amount of all Letter of Credit Liabilities
         would exceed the Revolving Credit Commitments, Borrower shall, first,
         prepay outstanding Swing Loans, second, prepay outstanding Revolving
         Credit Loans and, third, provide cover for Letter of Credit Liabilities
         in the manner provided by Section 2.10(d), in an aggregate amount equal
         to such excess.

                  Notwithstanding the foregoing, if the amount of any prepayment
of Loans required under this Section 2.10 shall be in excess of the amount of
the ABR Loans at the time outstanding, only the portion of the amount of such
prepayment as is equal to the amount of such outstanding ABR Loans shall be
immediately prepaid and, at the election of Borrower, the balance of such
required prepayment shall be either (i) deposited in the Collateral Account and
applied to the prepayment of LIBOR Loans on the last day of the then
next-expiring Interest Period for LIBOR Loans or (ii) prepaid immediately,
together with any amounts owing to the Lenders under Section 5.05.
Notwithstanding any such deposit in the Collateral Account, interest shall
continue to accrue on such Loans until prepayment.

                  (c) Revolving Credit Extension Reductions. Until the Revolving
Credit Commitment Termination Date, Borrower shall from time to time immediately
prepay the Swing Loans and the Revolving Credit Loans (and/or provide cover for
Letter of Credit Liabilities as specified in Section 2.10(d)) in such amounts as
shall be necessary so that at all times the aggregate outstanding amount of the
Revolving Credit Loans, plus the aggregate outstanding amount of Swing Loans,
plus the aggregate outstanding Letter of Credit Liabilities shall not exceed the
Revolving Credit Commitments as in effect at such time, such amount to be
applied, first, to Swing Loans, second, to Revolving Credit Loans outstanding
and, third, as cover for Letter of Credit Liabilities outstanding as specified
in Section 2.10(d).

                  (d) Cover for Letter of Credit Liabilities. In the event that
Borrower shall be required pursuant to this Section 2.10 to provide cover for
Letter of Credit Liabilities, Borrower shall effect the same by paying to the
Collateral Agent immediately available funds in an amount equal to the required
amount, which funds shall be retained by the Collateral Agent in the LC
Sub-Account until such time as all Letters of Credit shall have been terminated
and all of the Letter of Credit Liabilities paid in full.

                  2.11. Replacement of Lenders. Borrower shall have the right,
if no Default then exists, to replace any Lender (the "Replaced Lender") with
one or more other Eligible Persons reasonably acceptable to the Lead Arrangers
(collectively, the "Replacement Lender") if (x) such Lender is charging Borrower
increased costs pursuant to Section 5.01 or 5.06 in excess of those being
charged generally by the other Lenders or such Lender becomes incapable of
making LIBOR Loans as provided in Section 5.03 and/or (y) as provided in Section
13.04(ii), such Lender refuses to consent to certain proposed amendments,
waivers or modifications with respect to this Agreement; provided, however, that
(i) at the time of any replacement pursuant to this Section 2.11, the
Replacement Lender shall enter into one or more assignment agreements in
accordance with Section 13.06(b) (and with all fees payable pursuant to Section
13.06 to be paid by the Replacement Lender) pursuant to which the Replacement
Lender shall acquire all of the Commitments and outstanding Loans of, and in
each case Letter of Credit Interests for, the Replaced Lender and, in connection
therewith, shall pay to (x) the Replaced Lender, an amount equal to the sum of
(A) the principal of, and all accrued interest on, all outstanding Loans of the
Replaced Lender, (B) all Reimbursement Obligations owing to such Replaced
Lender, together with all then unpaid interest with respect thereto at such
time, and (C) all accrued, but theretofore unpaid, fees owing to the Replaced
Lender pursuant to Section 2.05, and (y) the Issuing Lender an amount equal to
such Replaced Lender's

                                      -45-
<PAGE>


Revolving Credit Commitment Percentage of any Reimbursement Obligations (which
at such time remains a Reimbursement Obligation) to the extent such amount was
not theretofore funded by such Replaced Lender, and (ii) all obligations of
Borrower owing to the Replaced Lender (other than those specifically described
in clause (i) above in respect of which the assignment purchase price has been,
or is concurrently being, paid, but including any amounts which would be paid to
a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan) shall
be paid in full to such Replaced Lender concurrently with such replacement. Upon
the execution of the applicable assignment agreement, the payment of amounts
referred to in clauses (i) and (ii) above and, if so requested by the
Replacement Lender, delivery to the Replacement Lender of Notes executed by
Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder and be released of
all its obligations as a Lender, except with respect to indemnification
provisions applicable to the Replaced Lender under this Agreement, which shall
survive as to such Replaced Lender.

                  Section 3. Payments of Principal and Interest.

                  3.01. Repayment of Loans.

                  (a) Revolving Credit and Swing Loans. Borrower hereby promises
to pay to the Administrative Agent for the account of each Lender the entire
outstanding principal amount of such Lender's Revolving Credit Loans, and each
Revolving Credit Loan shall mature, on the Revolving Credit Commitment
Termination Date. Borrower hereby promises to pay the Swing Loan Lender for its
account the entire outstanding principal amount of the Swing Loans, and the
Swing Loans shall mature, on the Swing Loan Maturity Date.

                  (b) Term Loans. Borrower hereby promises to pay to the
Administrative Agent for the account of the Term Loan Lenders, in repayment of
the principal of the Term Loans, the amounts set forth on Schedule 3.01(b) on
the dates set forth on Schedule 3.01(b) (subject to adjustment for any
prepayments required by Section 2.10 to the extent actually made).

                  3.02. Interest. (a) Borrower hereby promises to pay to the
Administrative Agent for the account of each Lender interest on the unpaid
principal amount of each Loan (including Loans the proceeds of which are placed
in the Escrow Account) made by such Lender for the period from and including the
date of such Loan to but excluding the date such Loan shall be paid in full at
the following rates per annum:

                  (i) during such periods as such Loan is an ABR Loan, the
         Alternate Base Rate (as in effect from time to time), plus the
         Applicable Margin; and

                  (ii) during such periods as such Loan is a LIBOR Loan, for
         each Interest Period relating thereto, the LIBOR Rate for such Loan for
         such Interest Period, plus the Applicable Margin.

                  (b) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and other overdue amounts owed by any
Obligor under the Credit Documents (including such interest accruing before and
after judgment) shall bear interest at a rate per annum equal to (x) in the case
of principal of any Loans, the rate which is 2% in excess of the rate then borne
by such Loans and (y) in the case of interest and such other amounts, the rate
which is 2% in excess of the rate otherwise applicable to ABR Loans which are
Revolving Credit Loans from time to time. Interest which accrues under this
paragraph shall be payable on demand.


                                      -46-
<PAGE>


                  (c) Accrued interest on each Loan shall be payable (i) in the
case of an ABR Loan, quarterly on the Quarterly Dates, (ii) in the case of a
LIBOR Loan, on the last day of each Interest Period therefor and, if such
Interest Period is longer than three months, at three-month intervals following
the first day of such Interest Period and (iii) in the case of any LIBOR Loan,
upon the payment or prepayment thereof or the Conversion of such Loan to a Loan
of another Type (but only on the principal amount so paid, prepaid or
Converted), except that interest payable at the rate set forth in Section
3.02(b) shall be payable from time to time on demand. Promptly after the
determination of any interest rate provided for herein or any change therein,
the Administrative Agent shall give notice thereof to the Lenders to which such
interest is payable and to Borrower.

                  Section 4. Payments; Pro Rata Treatment; Computations; Etc.

                  4.01. Payments. (a) Except to the extent otherwise provided
herein, all payments of principal, interest, Reimbursement Obligations and other
amounts to be made by Borrower under this Agreement and the Notes, and, except
to the extent otherwise provided therein, all payments to be made by the
Obligors under any other Credit Document, shall be made in Dollars, in
immediately available funds, without deduction, setoff or counterclaim, to the
Administrative Agent at its account at the Principal Office, not later than 1
p.m. New York time on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been made on
the next succeeding Business Day).

                  (a) Borrower shall, at the time of making each payment under
this Agreement or any Note for the account of any Lender, specify (in accordance
with Section 2.09 and 2.10, if applicable) to the Administrative Agent (which
shall so notify the intended recipient(s) thereof) the Loans, Reimbursement
Obligations or other amounts payable by Borrower hereunder to which such payment
is to be applied (and in the event that Borrower fails to so specify, or if an
Event of Default has occurred and is continuing, the Administrative Agent may
distribute such payment to the Lenders for application to the Obligations under
the Credit Documents in such manner as it or the Majority Lenders, subject to
Section 4.02, may determine to be appropriate).

                  (b) Except to the extent otherwise provided in the second
sentence of Section 2.03(g), each payment received by the Administrative Agent
or by the Issuing Lender (through the Administrative Agent) under this Agreement
or any Note for the account of any Lender shall be paid by the Administrative
Agent or by the Issuing Lender (through the Administrative Agent), as the case
may be, to such Lender, in immediately available funds, (x) if the payment was
actually received by the Administrative Agent or by the Issuing Lender (through
the Administrative Agent), as the case may be, prior to 1 p.m. (New York time)
on any day, on such day and (y) if the payment was actually received by the
Administrative Agent or by the Issuing Lender (through the Administrative
Agent), as the case may be, after 1 p.m. (New York time) on any day, by 2:00
p.m. (New York time) on the following Business Day (it being understood that to
the extent that any such payment is not made in full by the Administrative Agent
or by the Issuing Lender (through the Administrative Agent), as the case may be,
the Administrative Agent shall pay to such Lender, upon demand, interest at the
Federal Funds Rate from the date such amount was required to be paid to such
Lender pursuant to the foregoing clauses until the date the Administrative Agent
pays such Lender the amount).

                  (c) If the due date of any payment under this Agreement or any
Note would otherwise fall on a day that is not a Business Day, such date shall
be extended to the next succeeding Business Day, and interest shall be payable
for any principal so extended for the period of such extension.

                  4.02. Pro Rata Treatment. Except to the extent otherwise
provided herein: (a) each borrowing of Loans of a particular Class from the
Lenders under Section 2.01 shall be made from the


                                      -47-
<PAGE>


relevant Lenders, each payment of commitment fee under Section 2.05 in respect
of Commitments of a particular Class shall be made for account of the relevant
Lenders, and each termination or reduction of the amount of the Commitments of a
particular Class under Section 2.04 shall be applied to the respective
Commitments of such Class of the relevant Lenders, pro rata according to the
amounts of their respective Commitments of such Class; provided, however, that
Swing Loans shall be made only by, and interest thereon shall be paid by
Borrower only to, the Swing Loan Lender (subject to such Lender's obligations in
respect of any participation therein purchased by the other Revolving Credit
Lenders as provided in Section 2.01(d)); (b) except as otherwise provided in
Section 5.04, LIBOR Loans of any Class having the same Interest Period shall be
allocated pro rata among the relevant Lenders according to the amounts of their
respective Revolving Credit and Term Loan Commitments (in the case of the making
of Loans) or their respective Revolving Credit and Term Loans (in the case of
Conversions and Continuations of Loans); (c) each payment or prepayment of
principal of Revolving Credit Loans or Term Loans by Borrower shall be made for
account of the relevant Lenders pro rata in accordance with the respective
unpaid outstanding principal amounts of the Loans of such Class held by them;
and (d) each payment of interest on Revolving Credit Loans and Term Loans by
Borrower shall be made for account of the relevant Lenders pro rata in
accordance with the amounts of interest on such Loans then due and payable to
the respective Lenders.

                  4.03. Computations. Interest on LIBOR Loans and commitment
fees and letter of credit fees shall be computed on the basis of a year of 360
days and actual days elapsed (including the first day but excluding the last
day) occurring in the period for which such amounts are payable and interest on
ABR Loans and Reimbursement Obligations shall be computed on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed (including the
first day but excluding the last day) occurring in the period for which such
amounts are payable. Notwithstanding the foregoing, for each day that the
Alternate Base Rate is calculated by reference to the Federal Funds Rate,
interest on ABR Loans and Reimbursement Obligations shall be computed on the
basis of a year of 360 days and actual days elapsed (including the first day but
excluding the last day).

                  4.04. Minimum Amounts. Except for mandatory prepayments made
pursuant to Section 2.10, Conversions or prepayments made pursuant to Section
5.04 and borrowings hereunder to finance any payment made in respect of a Letter
of Credit, each borrowing, Conversion and prepayment of principal of Loans
(other than Swing Loans, for which the minimum amounts thereof are in Section
2.01(d)) shall be in an amount at least equal to $500,000 (or, if less, the
remaining aggregate principal amount thereof) with respect to ABR Loans and
$1,000,000 (or, if less, the remaining aggregate principal amount thereof) with
respect to LIBOR Loans and in multiples of $100,000 in excess thereof
(borrowings, Conversions or prepayments of or into Loans of different Types or,
in the case of LIBOR Loans, having different Interest Periods at the same time
hereunder to be deemed separate borrowings, Conversions and prepayments for
purposes of the foregoing, one for each Type or Interest Period).

                  4.05. Certain Notices. Notices by Borrower to the
Administrative Agent of terminations or reductions of the Commitments, of
borrowings, Conversions, Continuations and optional prepayments of Loans and of
Classes of Loans, of Types of Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than the New York time specified in the table
below on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing, Conversion, Continuation or prepayment or the
first day of such Interest Period specified in the table below.


                                      -48-
<PAGE>


                                 NOTICE PERIODS

<Table>
<Caption>
Notice                                                                    Number of Business Days Prior
------                                                                    -----------------------------
<S>                                                                   <C>
Termination or reduction of Commitments                                           3 (1:00 p.m.)

Borrowing or optional prepayment of, or Conversions into, ABR
Loans (other than Swing Loans)                                                    1 (11:00 a.m.)

Borrowing or optional prepayment of, Swing Loans                      0 (i.e., same day notice) (1:00 p.m.)
Borrowing or optional prepayment of, Conversions into,
Continuations as, or duration of Interest Periods for, LIBOR
Loans                                                                             3 (11:00 a.m.)
</Table>

                  Each such notice of termination or reduction shall specify the
amount and the Class of the Commitments to be terminated or reduced. Each such
notice of borrowing, Conversion, Continuation or prepayment shall specify the
Class of Loans to be borrowed, Converted, Continued or prepaid and the amount
(subject to Section 4.04) and Type of each Loan to be borrowed, Converted,
Continued or prepaid and the date of borrowing, Conversion, Continuation or
prepayment (which shall be a Business Day). Each such notice of the duration of
an Interest Period shall specify the Loans to which such Interest Period is to
relate. Unless otherwise consented to by CIBC World Markets in its sole
discretion, prior to the date on which Borrower has been notified by CIBC World
Markets that the Primary Syndication has been completed, no borrowing or
Continuation of or Conversion into any LIBOR Loan may be made having an Interest
Period other than one month. The Administrative Agent shall promptly notify the
Lenders of the contents of each such notice. In the event that Borrower fails to
select the Type of Loan within the time period and otherwise as provided in this
Section 4.05, such Loan (if outstanding as a LIBOR Loan) will be automatically
Converted into an ABR Loan on the last day of the then current Interest Period
for such Loan or (if outstanding as an ABR Loan) will remain as, or (if not then
outstanding) will be made as, an ABR Loan. In the event that Borrower fails to
select an Interest Period for any LIBOR Loan within the time period and
otherwise as provided in this Section 4.05, such Interest Period shall be for
one month.

4.06. Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have received written notice from a Lender or
Borrower (the "Payor") prior to the date on which the Payor is to make payment
to the Administrative Agent of (in the case of a Lender) the proceeds of a Loan
to be made by such Lender hereunder or a payment to the Administrative Agent for
the account of one or more of the Lenders hereunder (such payment being herein
called the "Required Payment"), which notice shall be effective upon receipt,
that the Payor does not intend to make the Required Payment to the
Administrative Agent, the Administrative Agent may assume that the Required
Payment has been made and may, in reliance upon such assumption (but shall not
be required to), make the amount thereof available to the intended recipient(s)
on such date; and, if the Payor has not in fact made the Required Payment to the
Administrative Agent, the recipient(s) of such payment shall, on demand, repay
to the Administrative Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date (the
"Advance Date") such amount was so made available by the Administrative Agent
until the date the Administrative Agent recovers such amount at a rate per annum
equal to the Federal Funds Rate for such day and, if such recipient(s) shall
fail promptly to make such payment, the Administrative Agent shall be entitled
to recover such amount, on demand, from the Payor, together with interest as
aforesaid; provided, however, that if neither the recipient(s) nor the Payor
shall return the Required Payment to the Administrative Agent within three
Business Days of the date such demand was made, then, retroactively to the
Advance Date, the Payor and the recipient(s) shall each be obligated to pay
interest on the Required Payment as follows (without double recovery):


                                      -49-
<PAGE>

                  (i) if the Required Payment shall represent a payment to be
         made by Borrower to the Lenders, Borrower and the recipient(s) shall
         each be obligated retroactively to the Advance Date to pay interest in
         respect of the Required Payment at the rate set forth in Section
         3.02(b) (without duplication of the obligation of Borrower under
         Section 3.02 to pay interest on the Required Payment at the rate set
         forth in Section 3.02(b)), it being understood that the return by the
         recipient(s) of the Required Payment to the Administrative Agent shall
         not limit such obligation of Borrower under Section 3.02 to pay
         interest at the rate set forth in Section 3.02(b) in respect of the
         Required Payment and

                  (ii) if the Required Payment shall represent proceeds of a
         Loan to be made by the Lenders to Borrower, the Payor and Borrower
         shall each be obligated retroactively to the Advance Date to pay
         interest in respect of the Required Payment pursuant to Section 3.02,
         it being understood that the return by Borrower of the Required Payment
         to the Administrative Agent shall not limit any claim Borrower may have
         against the Payor in respect of such Required Payment.

                  4.07. Right of Setoff; Sharing of Payments; Etc. (a) Each
Obligor agrees that, in addition to (and without limitation of) any right of
setoff, banker's lien or counterclaim a Lender may otherwise have, each Lender
shall be entitled, at its option (to the fullest extent permitted by law), to
set off and apply any deposit (general or special, time or demand, provisional
or final), or other indebtedness, held by it for the credit or account of such
Obligor at any of its offices, in Dollars or in any other currency, against any
principal of or interest on any of such Lender's Loans, Reimbursement
Obligations or any other amount payable to such Lender hereunder that is not
paid when due (regardless of whether such deposit or other indebtedness is then
due to such Obligor), in which case it shall promptly notify such Obligor and
the Administrative Agent thereof; provided, however, that such Lender's failure
to give such notice shall not affect the validity thereof.

                  (a) Each of the Lenders agrees that, if it should receive
(other than pursuant to Section 5) any amount hereunder (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff or
banker's lien, by counterclaim or cross action, by the enforcement of any right
under the Credit Documents, or otherwise) which is applicable to the payment of
the principal of, or interest on, the Loans, Reimbursement Obligations or fees,
of a sum which with respect to the related sum or sums received by other Lenders
is in a greater proportion than the total of such amounts then owed and due to
such Lender bears to the total of such amounts then owed and due to all of the
Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Obligor to such
Lenders in such amount as shall result in a proportional participation by all of
the Lenders in such amount; provided, however, that if all or any portion of
such excess amount is thereafter recovered from such Lender, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery, but
without interest. Borrower consents to the foregoing arrangements.

                  (b) Borrower agrees that any Lender so purchasing such a
participation may exercise all rights of setoff, banker's lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender
were a direct holder of Loans or other amounts (as the case may be) owing to
such Lender in the amount of such participation.

                  (c) Nothing contained herein shall require any Lender to
exercise any such right or shall affect the right of any Lender to exercise, and
retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of any Obligor. If, under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 4.07 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured


                                      -50-
<PAGE>


claim in a manner consistent with the rights of the Lenders entitled under this
Section 4.07 to share in the benefits of any recovery on such secured claim.

                  Section 5. Yield Protection, Etc.

                  5.01. Additional Costs. (a) If the adoption of, or any change
in, any Requirement of Law or in the interpretation or application thereof 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 or the
NAIC made subsequent to the Closing Date:

                  (i) shall subject any Lender or Issuing Lender to any tax of
         any kind whatsoever with respect to this Agreement, any Note, any
         Letter of Credit or any Lender's participation therein, any Letter of
         Credit Document or any LIBOR Loan made by it or change the basis of
         taxation of payments to such Lender in respect thereof by any
         Governmental Authority (except for taxes covered by or expressly
         excluded from coverage by Section 5.06 and changes in the rate of tax
         on the overall net income or taxable income for any applicable minimum
         tax or alternative minimum tax of such Lender or its Applicable Lending
         Office, or any affiliate thereof or franchise tax by any Governmental
         Authority);

                  (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 or Issuing Lender
         which is not otherwise included in the determination of the LIBOR Rate
         hereunder; or

                  (iii) shall impose on such Lender or Issuing Lender any other
         condition (excluding taxes);

and the result of any of the foregoing is to increase the cost to such Lender or
Issuing Lender, by an amount which such Lender or Issuing Lender deems to be
material, of making, converting into, continuing or maintaining LIBOR Loans or
issuing or participating in Letters of Credit or to reduce any amount receivable
hereunder in respect thereof then, in any such case, Borrower shall promptly pay
such Lender or Issuing Lender, upon its written demand, any additional amounts
necessary to compensate such Lender or Issuing Lender for such increased cost or
reduced amount receivable; provided, however, that a Lender that is an assignee
or transferee of an interest under this Agreement pursuant to Section 2.11 or
13.06 that was already a Lender hereunder immediately prior to such assignment
or transfer shall be entitled to additional amounts pursuant to this Section
5.01 on the assigned or transferred interest only to the same extent as the
assignor Lender. If any Lender or Issuing Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall promptly notify
Borrower, through the Administrative Agent, of the event by reason of which it
has become so entitled. A certificate as to any additional amounts setting forth
the calculation of such additional amounts pursuant to this Section 5.01
submitted by such Lender or Issuing Lender, through the Administrative Agent, to
Borrower shall be conclusive in the absence of clearly demonstrable error.
Without limiting the survival of any other covenant hereunder, this Section 5.01
shall survive the termination of this Agreement and the payment of the Notes and
all other amounts payable hereunder.

                  (b) In the event that any Lender or Issuing Lender shall have
determined that the adoption of any law, rule, regulation or guideline regarding
capital adequacy (or any change after the date hereof therein or in the
interpretation or application thereof) or compliance by any Lender or Issuing
Lender or any corporation controlling such Lender or Issuing Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any central bank or Governmental


                                      -51-
<PAGE>


Authority or the NAIC, in each case, made subsequent to the date hereof
including, without limitation, the issuance of any final rule, regulation or
guideline, does or shall have the effect of reducing the rate of return on such
Lender's or Issuing Lender's or such corporation's capital as a consequence of
its obligations hereunder or under any Letter of Credit to a level below that
which such Lender or Issuing Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or Issuing Lender's or such corporation's policies with respect to capital
adequacy) by an amount deemed by such Lender or Issuing Lender to be material,
then from time to time, after submission by such Lender or Issuing Lender to
Borrower (with a copy to the Administrative Agent) of a written request
therefor, Borrower shall promptly pay to such Lender or Issuing Lender such
additional amount or amounts as will compensate such Lender or Issuing Lender
for such reduction.

                  (c) Each Lender (and Issuing Lender) shall notify Borrower of
any event that will entitle such Lender (or Issuing Lender, as the case may be)
to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as
practicable, but in any event within 90 days after such Lender (or Issuing
Lender, as the case may be) obtains actual knowledge thereof; provided, however,
that (i) if any Lender (or Issuing Lender, as the case may be) fails to give
such notice within 90 days after it obtains actual knowledge of such an event,
such Lender (or Issuing Lender, as the case may be) shall, with respect to
compensation payable pursuant to this Section 5.01 in respect of any costs
resulting from such event, only be entitled to payment under this Section 5.01
for costs incurred from and after the date 90 days prior to the date that such
Lender (or Issuing Lender, as the case may be) does give such notice and (ii)
each Lender (or Issuing Lender, as the case may be), will designate a different
Applicable Lending Office for the Loans of such Lender (or the Letters of
Credit, as the case may be) affected by such event if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the sole opinion of such Lender (or Issuing Lender, as the case may be), be
disadvantageous to such Lender (or Issuing Lender, as the case may be). Each
Lender (or Issuing Lender, as the case may be) will furnish to Borrower at the
time of request for compensation under paragraph (a) or (b) of this Section 5.01
a certificate setting forth the basis, amount and reasonable detail of
computation of each request by such Lender for compensation under paragraph (a)
or (b) of this Section 5.01, which certificate shall, except for demonstrable
error, be final, conclusive and binding for all purposes.

                  5.02. Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any LIBOR Base
Rate for any Interest Period:

                  (i) the Administrative Agent determines, which determination
         shall be conclusive, absent manifest error, that quotations of interest
         rates for the relevant deposits referred to in the definition of "LIBOR
         Base Rate" in Section 1.01 are not being provided in the relevant
         amounts or for the relevant maturities for purposes of determining
         rates of interest for LIBOR Loans as provided herein; or

                  (ii) if the related Loans are Revolving Credit Loans, the
         Majority Revolving Credit Lenders or, if the related Loans are Term
         Loans, the Majority Term Loan Lenders, determine, which determination
         shall be conclusive, that the relevant rates of interest referred to in
         the definition of "LIBOR Base Rate" in Section 1.01 upon the basis of
         which the rate of interest for LIBOR Loans for such Interest Period is
         to be determined are not likely adequate to cover the cost to the
         applicable Lenders of making or maintaining LIBOR Loans for such
         Interest Period,

then the Administrative Agent shall give Borrower and each Lender prompt notice
thereof, and so long as such condition remains in effect, the affected Lenders
shall be under no obligation to make additional LIBOR Loans (but shall make
their portion of any additional Borrowings as ABR Loans), to Continue LIBOR
Loans or to Convert ABR Loans into LIBOR Loans and Borrower shall, on the last
day(s) of the

                                      -52-
<PAGE>


then current Interest Period(s) for the outstanding LIBOR Loans, either prepay
such Loans of such affected Lenders or Convert such Loans of such affected
Lenders into ABR Loans in accordance with Section 2.09.

                  5.03. Illegality. Notwithstanding any other provision of this
Agreement, in the event that any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender or
Issuing Lender or its Applicable Lending Office to honor its obligation to make
or maintain LIBOR Loans or issue Letters of Credit hereunder (and, in the sole
opinion of such Lender or Issuing Lender, the designation of a different
Applicable Lending Office would either not avoid such unlawfulness or would be
disadvantageous to such Lender or Issuing Lender), then such Lender or Issuing
Lender shall promptly notify Borrower thereof (with a copy to the Administrative
Agent) and such Lender's or Issuing Lender's obligation to make or Continue, or
to Convert Loans of any other Type into, LIBOR Loans or issue Letters of Credit
shall be suspended until such time as such Lender or Issuing Lender may again
make and maintain LIBOR Loans or issue Letters of Credit (in which case the
provisions of Section 5.04 shall be applicable).

                  5.04. Treatment of Affected Loans. If the obligation of any
Lender to make LIBOR Loans or to Continue, or to Convert ABR Loans into, LIBOR
Loans shall be suspended pursuant to Section 5.03, such Lender's LIBOR Loans
shall be automatically Converted into ABR Loans on the last day(s) of the then
current Interest Period(s) for such LIBOR Loans (or on such earlier date as such
Lender may specify to Borrower with a copy to the Administrative Agent as is
required by law) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 5.03 which gave rise to such
Conversion no longer exist:

                  (i) to the extent that such Lender's LIBOR Loans have been so
         Converted, all payments and prepayments of principal which would
         otherwise be applied to such Lender's LIBOR Loans shall be applied
         instead to its ABR Loans; and

                  (ii) all Loans which would otherwise be made or Continued by
         such Lender as LIBOR Loans shall be made or Continued instead as ABR
         Loans and all ABR Loans of such Lender which would otherwise be
         Converted into LIBOR Loans shall remain as ABR Loans.

If such Lender gives notice to Borrower with a copy to the Administrative Agent
that the circumstances specified in Section 5.03 which gave rise to the
Conversion of such Lender's LIBOR Loans pursuant to this Section 5.04 no longer
exist (which such Lender agrees to do promptly upon such circumstances ceasing
to exist) at a time when LIBOR Loans are outstanding, such Lender's ABR Loans
shall be automatically Converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so
that, after giving effect thereto, all Loans held by the Lenders holding LIBOR
Loans and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitments.

                  5.05. Compensation. (a) Borrower agrees to indemnify each
Lender and to hold each Lender harmless from any loss or expense which such
Lender may sustain or incur as a consequence of (1) default by Borrower in
payment when due of the principal amount of or interest on any LIBOR Loan, (2)
default by Borrower in making a borrowing of, Conversion into or Continuation of
LIBOR Loans after Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (3) default by Borrower in making any
prepayment after Borrower has given a notice thereof in accordance with the
provisions of the Agreement, or (4) the making of a payment or a prepayment of
LIBOR Loans on a day which is not the last day of an Interest Period with
respect thereto, including in each case, any such loss (excluding loss of
margin) or expense arising from the reemployment of funds obtained by it or from
fees payable to terminate the deposits from which such funds were obtained.


                                      -53-
<PAGE>


                  (a) For the purpose of calculation of all amounts payable to a
Lender under this Section 5.05 each Lender shall be deemed to have actually
funded its relevant LIBOR Loan through the purchase of a deposit bearing
interest at the LIBOR Rate in an amount equal to the amount of the LIBOR Loan
and having a maturity comparable to the relevant Interest Period; provided,
however, that each Lender may fund each of its LIBOR Loans in any manner it sees
fit, and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this subsection. Any Lender requesting compensation
pursuant to this Section 5.05 will furnish to the Administrative Agent and
Borrower a certificate setting forth the basis and amount of such request and
such certificate, absent manifest error, shall be conclusive. Without limiting
the survival of any other covenant hereunder, this covenant shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder.

                  5.06. Net Payments. (a) All payments made by Borrower or any
Guarantor hereunder or under any Note or any Guarantee will be made without
setoff, counterclaim or other defense. Except as provided in Section 5.06(b),
all such payments will be made free and clear of, and without deduction or
withholding for, any Taxes now or hereafter imposed by any Governmental
Authority or by any political subdivision or taxing authority thereof or therein
with respect to such payments (but excluding any Excluded Tax) and all interest,
penalties or similar liabilities with respect thereto (all such Taxes (other
than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any
Covered Taxes are so levied or imposed, Borrower and each Guarantor, as the case
may be, agrees (on a joint and several basis) to pay the full amount of such
Covered Taxes, and such additional amounts as may be necessary so that every
payment of all amounts due under this Agreement, the Guarantees or under any
Note, after withholding or deduction for or on account of any Covered Taxes
(including any covered Taxes attributable to any amounts under this Section
5.06), will not be less than the amount provided for herein or in such Note or
Guarantee. Borrower and each Guarantor, as the case may be, will furnish to the
Administrative Agent within 45 days after the date the payment of any Covered
Taxes is due pursuant to applicable law certified copies of tax receipts or
other documentation reasonably satisfactory to such Lender or Administrative
Agent, as the case may be, evidencing such payment by Borrower or any Guarantor.
Borrower and the Guarantors agree (jointly and severally) to indemnify and hold
harmless each Lender, and the Administrative Agent and reimburse such Lender or
Administrative Agent, promptly upon its written request, for the amount of any
Covered Taxes so levied or imposed and paid by such Lender or Administrative
Agent and any liability (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto whether or not such Covered
Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that if any Obligor determines in good faith that a
reasonable basis exists for contesting any Covered Taxes or Other Taxes for
which an increase in the amount of such payment is made or for which
indemnification has been demanded pursuant to this Section 5.06, such Lender or
the Administrative Agent, as applicable, shall cooperate with such Obligor in
challenging such Covered Taxes or Other Taxes at such Obligor's expense if so
requested by such Obligor in writing.

                  "Excluded Taxes" shall mean any Tax (other than any Other
Taxes) imposed on or measured by the net income or net profits of a Lender
pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or Applicable Lending Office of such
Lender is located or any jurisdiction in which such Lender conducts business
(other than a business deemed to arise solely from the transactions contemplated
herein) or any subdivision thereof or therein.

                  (a) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax
purposes (a "Non-U.S. Lender") agrees to deliver to Borrower and the
Administrative Agent on or prior to the Closing Date or, in the case of a
Non-U.S. Lender that is an assignee or transferee of an interest under this
Agreement pursuant to Section 2.11 or 13.06 (unless the respective Non-U.S.
Lender was already a Lender hereunder immediately prior to such


                                      -54-
<PAGE>


assignment or transfer), on the date of such assignment or transfer to such
Non-U.S. Lender, (i) two accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI or W-8BEN claiming eligibility of the
Non-U.S. Lender for benefits of an income tax treaty to which the United States
is a party (or successor forms) certifying to such Non-U.S. Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Note (or, with respect to
any assignee Lender, an exemption at least as extensive as the assigning
Lender), or (ii) if the Non-U.S. Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8BEN or W-8ECI pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit L (any such certificate, a "Section 5.06
Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 BEN (or successor form) certifying to such
Lender's entitlement to a complete exemption from United States withholding tax
with respect to payments to be made under this Agreement and under any Note (or,
with respect to any assignee Lender, an exemption at least as extensive as the
assigning Lender). At the request of Borrower, each Lender that is a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. federal income tax purposes (a "U.S. Lender"), other than a U.S. Lender
that is a corporation or financial institution (an "Exempt Lender"), agrees to
deliver to Borrower and the Administrative Agent as soon as practicable after
the Closing Date, or in the case of a U.S. Lender that is not an Exempt Lender
and that is an assignee or transferee of an interest under this Agreement
pursuant to Section 2.11 or 13.06 (unless the respective U.S. Lender was already
a Lender hereunder immediately prior to such assignment or transfer), on the
date of such assignment or transfer to such U.S. Lender, two accurate and
complete original signed copies of Internal Revenue Service Form W-9 (or
successor form) in order to demonstrate such Lender's entitlement to a complete
exemption from United States back-up withholding tax with respect to payments to
be made under this Agreement and under any Note. In addition, each Lender agrees
that from time to time after the Closing Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver to Borrower and the Administrative Agent two
new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN, and a Section 5.06 Certificate, or Form W-9 (if a Form
W-9 was previously provided to Borrower and the Administrative Agent pursuant to
Borrower's request), as the case may be, and such other forms as may be required
in order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or it shall immediately notify
Borrower and the Administrative Agent of its inability to deliver any such form
or certificate, in which case such Lender shall not be required to deliver any
such form or certificate pursuant to this Section 5.06(b). Notwithstanding,
anything to the contrary in this Section 5.06, no Lender shall be required under
this Section 5.06(b) to deliver any such form or certificate if a change any
applicable law, treaty, regulation, or administrative order, notice or
pronouncement, or in the official interpretation thereof, has occurred prior to
the date on which such delivery would otherwise be required that renders any
such form or certificate inapplicable or would prevent the Lender from duly
completing and delivering any such form or certificate with respect to it and
such Lender so advises Borrower. Neither Borrower nor any Guarantor shall be
required to indemnify any Non-U.S. Lender, or to pay any additional amounts to
any Non-U.S. Lender, in respect of any Covered Taxes to the extent that the
obligation to pay such Covered Taxes would not have arisen but for a failure by
such Non-U.S. Lender to comply with the provisions of this Section 5.06(b).
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 5.06 and except as set forth in Section 13.06(b),
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 5.06(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Covered
Taxes.


                                      -55-
<PAGE>


                  (b) In addition, Borrower agrees to pay and indemnify and hold
harmless each Lender and Administrative Agent from any and all present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or under the Notes or
from the execution, delivery, enforcement or registration of, or otherwise with
respect to, this Agreement or the Notes or Guarantee, and all interest and
penalties or similar liabilities and related expenses with regard thereto
(hereinafter referred to as "Other Taxes").

                  (c) Any Lender claiming any additional amounts payable
pursuant to this Section 5.06 agrees to use (at the Obligors' expense)
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Applicable Lending Office if it
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue; provided, however, that such change of the
Applicable Lending Office, and the filing of any certificates or forms
contemplated by the immediately succeeding sentence, would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
Each Lender shall submit to Borrower or any applicable Governmental Authority
all certificates or forms relating to Taxes reasonably requested of it by
Borrower pursuant to applicable provisions of the Code, treaties or regulations;
provided that no Lender shall have any obligation under this paragraph (d) with
respect to any Tax imposed by any jurisdiction other than the United States if
in the reasonable judgment of such Lender such compliance would subject such
Lender to any material unreimbursed cost or expense or would otherwise be
disadvantageous to such Lender in any material respect.

                  (d) If Borrower or any Guarantor pays any amount under this
Section 5.06 to a Lender and such Lender determines in its sole and absolute
discretion that it has actually received in connection therewith any refund (a
"Refund"), such Lender shall pay to such Borrower or such Guarantor, as the case
may be, an amount that the Lender shall, in its sole and absolute discretion,
determine is equal to the net of all out-of-pocket expenses and after tax, which
was obtained by the Lender as a consequence of such Refund; provided, however,
that (i) Borrower and the Guarantors (jointly and severally), upon the request
of the applicable Lender, agree to repay as soon as reasonably practicable the
amount paid over to such Borrower or Guarantor (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to such Lender in
the event such Lender is required to repay such refund to such Governmental
Authority, or such Lender loses the benefits of the Refund in question; (ii)
such Lender shall not be required to make any payment under this Section 5.06(e)
if an Event of Default shall have occurred and be continuing; (iii) any taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Refund with respect to
which such Lender has made a payment to Borrower or any Guarantor pursuant to
this Section 5.06(e) shall be treated as a tax for which Borrower or any
Guarantor is obligated to indemnify such Lender pursuant to this Section 5.06
without any exclusions or defenses; and (iv) nothing in this Section 5.06(e)
shall require the Lender to disclose any confidential information to Borrower or
any Guarantor (including its tax returns).

                  Section 6. Guarantee.

                  6.01. The Guarantee. The Guarantors hereby jointly and
severally guarantee as a primary obligor and not as a surety to each Lender,
Issuing Lender and Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the principal of and interest (including any interest, fees, costs
or charges that would accrue but for the provisions of the Bankruptcy Code after
any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans
made by the Lenders to, and the Notes held by each Lender of, Borrower and all
other Obligations from time to time owing to the Lenders, Indemnitees, Issuing
Lender or Agents by Borrower under this Agreement and under the Notes and by any
Obligor under any of the other Credit


                                      -56-
<PAGE>


Documents, and all obligations of Borrower or any Subsidiary to any Lender or
any Affiliate of any Lender in respect of any Swap Contract and all Obligations
owing to the Issuing Lender under the Letter of Credit Documents, in each case
strictly in accordance with the terms thereof (such obligations being herein
collectively called the "Guaranteed Obligations"). The Guarantors hereby jointly
and severally agree that if Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantors will promptly pay the same, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in
full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

                  6.02. Obligations Unconditional. The obligations of the
Guarantors under Section 6.01 are absolute, irrevocable and unconditional, joint
and several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of Borrower under this Agreement, the Notes or
any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
Guarantor (except for payment in full). Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantors hereunder which shall
remain absolute, irrevocable and unconditional under any and all circumstances
as described above:

                  (i) at any time or from time to time, without notice to the
         Guarantors, the time for any performance of or compliance with any of
         the Guaranteed Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii) any of the acts mentioned in any of the provisions of
         this Agreement or the Notes or any other agreement or instrument
         referred to herein or therein shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be amended
         in any respect, or any right under this Agreement, the Notes or any
         other Credit Document or any other agreement or instrument referred to
         herein or therein shall be amended or waived in any respect or any
         other guarantee of any of the Guaranteed Obligations or any security
         therefor shall be released or exchanged in whole or in part or
         otherwise dealt with;

                  (iv) any lien or security interest granted to, or in favor of,
         the Issuing Lender or any Lender or Agent as security for any of the
         Guaranteed Obligations shall fail to be perfected; or

                  (v) the release of any other Guarantor.

                  The Guarantors hereby expressly waive diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
the Issuing Lender or any Agent or any Lender exhaust any right, power or remedy
or proceed against Borrower under this Agreement or the Notes or any other
agreement or instrument referred to herein or therein, or against any other
Person under any other guarantee of, or security for, any of the Guaranteed
Obligations. The Guarantors waive any and all notice of the creation, renewal,
extension, waiver, termination or accrual of any of the Guaranteed Obligations
and notice of or proof of reliance by the Issuing Lender, any Lender or any
Agent upon this guarantee or acceptance of this guarantee, and the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this guarantee, and all dealings between
Borrower and the Issuing Lender, Lenders and Agents shall likewise be
conclusively presumed


                                      -57-
<PAGE>

to have been had or consummated in reliance upon this guarantee. This guarantee
shall be construed as a continuing, absolute, irrevocable and unconditional
guarantee of payment without regard to any right of offset with respect to the
Guaranteed Obligations at any time or from time to time held by the Issuing
Lender, Lenders and Agents, and the obligations and liabilities of the
Guarantors hereunder shall not be conditioned or contingent upon the pursuit by
the Issuing Lender, Lenders or Agents or any other Person at any time of any
right or remedy against Borrower or against any other Person which may be or
become liable in respect of all or any part of the Guaranteed Obligations or
against any collateral security or guarantee therefor or right of offset with
respect thereto. This guarantee shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon the Guarantors
and the successors and assigns thereof, and shall inure to the benefit of the
Lenders, and their respective successors and assigns, notwithstanding that from
time to time during the term of this Agreement there may be no Guaranteed
Obligations outstanding.

                  6.03. Reinstatement. The obligations of the Guarantors under
this Section 6 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of Borrower in respect of the Guaranteed
Obligations is rescinded or must be otherwise restored by any holder of any of
the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise (and whether as a result of any demand,
settlement, litigation or otherwise). The Guarantors jointly and severally agree
that they will indemnify the Issuing Lender, each Agent and each Lender on
demand for all reasonable costs and expenses (including reasonable fees of
counsel) incurred by the Issuing Lender, such Agent or such Lender in connection
with such rescission or restoration, including any such costs and expenses
incurred in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law, other than any costs or expenses resulting from the
gross negligence or bad faith of such Creditor.

                  6.04. Subrogation; Subordination. Each Guarantor hereby agrees
that until the indefeasible payment and satisfaction in full in cash of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement it shall not exercise any right or remedy
arising by reason of any performance by it of its guarantee in Section 6.01,
whether by subrogation or otherwise, against Borrower or any other Guarantor of
any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations. The payment of any amounts due with respect to any indebtedness of
Borrower or any other Guarantor now or hereafter owing to any Guarantor by
reason of any payment by such Guarantor under the Guarantee in this Section 6 is
hereby subordinated to the prior indefeasible payment in full in cash of the
Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for
or otherwise attempt to collect any such indebtedness of Borrower to such
Guarantor until the Obligations shall have been indefeasibly paid in full in
cash and all Commitments of the Lenders under this Agreement have expired or
been terminated. If, notwithstanding the foregoing sentence, any Guarantor shall
prior to the indefeasible payment in full in cash of the Guaranteed Obligations
and expiration or termination of all Commitments of the Lenders under this
Agreement collect, enforce or receive any amounts in respect of such
indebtedness, such amounts shall be collected, enforced and received by such
Guarantor as trustee for the Lead Arrangers, the Agents, the Issuing Lender and
the Lenders and be paid over to the Administrative Agent on account of the
Guaranteed Obligations without affecting in any manner the liability of such
Guarantor under the other provisions of the guaranty contained herein.

                  6.05. Remedies. The Guarantors jointly and severally agree
that, as between the Guarantors and the Lenders, the obligations of Borrower
under this Agreement and the Notes may be declared to be forthwith due and
payable as provided in Section 10 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 10)
for purposes of Section 6.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations


                                      -58-
<PAGE>


from becoming automatically due and payable) as against Borrower and that, in
the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by Borrower) shall forthwith become due and payable by the Guarantors for
purposes of Section 6.01.

                  6.06. Instrument for the Payment of Money. Each Guarantor
hereby acknowledges that the guarantee in this Section 6 constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
Agent, at its sole option, in the event of a dispute by such Guarantor in the
payment of any moneys due hereunder, shall have the right to bring a
motion-action under New York CPLR Section 3213.

                  6.07. Continuing Guarantee. The guarantee in this Section 6 is
a continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.

                  6.08. General Limitation on Guarantee Obligations. In any
action or proceeding involving any state corporate law, or any state, Federal or
foreign bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Guarantor under Section 6.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 6.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any
further action by such Guarantor, any Lender, any Agent or any other Person, be
automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.

                  Section 7. Conditions Precedent.

                  7.01. Effectiveness of Credit Agreement and Initial Extension
of Credit Under the Credit Agreement. The effectiveness of the Credit Documents
and the obligation of the Lenders to make any initial extension of credit
hereunder (whether by making a Loan or issuing a Letter of Credit) is subject to
the satisfaction of the conditions precedent that:

                  (i) Documentation and Evidence of Certain Matters. The
         Administrative Agent shall have received the following documents, each
         duly executed where appropriate (with sufficient conformed copies for
         each Lender), each of which shall be reasonably satisfactory to the
         Administrative Agent (and to the extent specified below, to each Lender
         or the Lead Arrangers, as the case may be) in form and substance:

                           (1) Corporate Documents. Certified true and complete
                  copies of the charter and by-laws and all amendments thereto
                  (or equivalent documents) of each Person to become an Obligor
                  on the Closing Date and of all corporate authority for each
                  Obligor (including board of director resolutions and evidence
                  of the incumbency, including specimen signatures, of officers)
                  with respect to the execution, delivery and performance of
                  such of the Credit Documents to which such Obligor is intended
                  to be a party and each other document to be delivered by such
                  Obligor from time to time in connection herewith and the
                  extensions of credit hereunder and the consummation of the
                  Transactions, certified as of the Closing Date as complete and
                  correct copies thereof by the Secretary or an Assistant
                  Secretary of such Obligor.

                           (2) Officer's Certificate. An Officer's Certificate
                  of Borrower, dated the Closing Date, to the effect set forth
                  in clauses (a) and (b) of Section 7.02(i) and to the effect
                  that all conditions precedent to the making of such extension
                  of credit have been


                                      -59-
<PAGE>


                  satisfied (except to the extent that any such condition is
                  required to be satisfactory to, or determined by, any Agent,
                  the Lead Arrangers, the Lenders or the Majority Lenders).

                           (3) Opinions of Counsel. (i) Opinion of Mayer, Brown,
                  Rowe & Maw LLP, counsel to the Obligors, substantially in the
                  form of Exhibit G, and (ii) opinions of local counsel to the
                  Obligors in the states of Alabama, Connecticut and Colorado
                  reasonably acceptable to the Administrative Agent (and each
                  Obligor hereby instructs such counsel to deliver such opinion
                  to the Lenders and the Administrative Agent).

                           (4) The Credit Agreement. This Agreement, (i)
                  executed and delivered by a duly authorized officer of each
                  Obligor with a counterpart for each Lender, and (ii) executed
                  and delivered by a duly authorized officer of each Lender and
                  Agent.

                           (5) Notes. The Notes, duly completed and executed for
                  each Lender that has requested Notes by written notice to the
                  Administrative Agent prior to the Closing Date.

                           (6) Solvency Certificate. A certificate from the
                  chief financial officer of Borrower substantially in the form
                  of Exhibit M, in form and substance reasonably satisfactory to
                  the Administrative Agent with respect to the Solvency of
                  Borrower (on a consolidated basis) immediately after giving
                  effect to the Transactions.

                           (7) Insurance. A copy of, or a certificate as to
                  coverage under, the insurance policies required by Section
                  9.04 and the applicable provisions of the Security Documents,
                  each of which shall be endorsed or otherwise amended to
                  include a "standard" or "New York" lender's loss payable
                  endorsement and to name the Collateral Agent as additional
                  insured, in form and substance satisfactory to the
                  Administrative Agent.

                           (8) Transaction Documents, etc. Copies of each of the
                  Transaction Documents (as well as all other closing
                  documentation executed or delivered in connection therewith),
                  any management or similar agreement entered into by any
                  Obligor or any executive officer or director thereof with the
                  LLC, Holdings or any of their Affiliates, and all exhibits,
                  appendices, annexes and schedules to any thereof, each
                  certified by a senior officer of Borrower as true, complete
                  and correct copies thereof and each in form and substance
                  reasonably satisfactory to the Lead Arrangers.

                           (9) Financial Statements. The following documents
                  satisfactory to the Lenders: a pro forma consolidated balance
                  sheet and related statement of income for Borrower and its
                  Subsidiaries (the "Pro Forma Financial Statements"), as well
                  as pro forma levels of EBITDA and other operating data (the
                  "Pro Forma Data"), for the fiscal year ended December 31,
                  2002, and the nine and twelve month periods ended September
                  30, 2003, in each case after giving effect to the
                  Transactions; provided that no such balance sheet need be
                  delivered as of December 31, 2002. The Pro Forma Financial
                  Statements and the Pro Forma Data shall be consistent in all
                  material respects with the sources and uses for the
                  Transactions and the forecasts previously provided to the
                  Lenders. The Pro Forma Financial Statements shall be certified
                  by the chief financial or accounting Responsible Officer of
                  Borrower.

                  (ii) Date of Closing. Such extension of credit shall be made
         on or before December 15, 2003 or, if earlier, the termination date of
         the Merger Agreement, as set forth in the Merger Agreement.


                                      -60-
<PAGE>


                  (iii) Consummation of Transactions. (a) The Transactions shall
         have been or shall simultaneously be consummated in accordance with the
         terms hereof and the terms of each Transaction Document and the other
         documentation therefor, without any waiver or amendment thereof which
         is material or otherwise adverse to the Lenders, unless consented to by
         the Lead Arrangers.

                  (a) The LLC shall have received not less than $265.0 million
         in cash from the Equity Financing from the Equity Investors, which cash
         shall have been contributed to Acquisition Sub and used by Acquisition
         Sub to fund a portion of the Transactions. The terms of and
         documentation for the Equity Financing shall be reasonably satisfactory
         to the Lead Arrangers.

                  (b) Borrower shall have received not less than $50.0 million
         of gross proceeds from the issuance of the Add-on Notes. The terms of
         and documentation for the Add-on Notes shall be reasonably satisfactory
         in form and substance to the Lead Arrangers.

                  (c) The Lead Arrangers shall have reviewed, and be reasonably
         satisfied with, the ownership, corporate, legal, tax, management and
         capital structure of the LLC, Holdings, Borrower and their respective
         Subsidiaries (after giving effect to the Transactions) and any
         securities issued, and any indemnities, employment and other
         arrangements entered into, in connection with the Transactions.

                  (iv) Good Standing Certificates. The Administrative Agent
         shall have received from each Obligor a copy of a good standing
         certificate (from such Obligor's jurisdiction of organization and each
         jurisdiction in which such Obligor is qualified to do business) dated a
         date reasonably close to the Closing Date and, from each Obligor's
         jurisdiction of organization only, a bring-down good standing
         certificate dated the date prior to the Closing Date.

                  (v) No Other Debt or Preferred Stock. All Indebtedness of the
         Obligors identified on Schedule 7.01(v), together with all interest,
         all prepayment premiums and other amounts due and payable with respect
         thereto, shall have been paid in full and the commitments in respect of
         such Indebtedness shall have been terminated, and all Liens securing
         payment of any such Indebtedness shall have been released and the
         Administrative Agent shall have received all Uniform Commercial Code
         Form UCC-3 termination statements or other instruments as may be
         reasonably necessary in connection therewith. All of the PIK Notes
         shall have either been (a) redeemed or repurchased and be no longer
         outstanding or (b) called for redemption and sufficient funds for such
         redemption shall have been irrevocably deposited with the trustee for
         the PIK Notes in accordance with the terms of the indenture for the PIK
         Notes. The Old Interest Rate Agreement shall have been terminated on or
         prior to the Closing Date. After giving effect to the Transactions,
         none of the LLC, Holdings or any of their respective Subsidiaries shall
         have outstanding any Indebtedness or Preferred Stock, other than
         Indebtedness under (a) this Agreement, (b) the Senior Subordinated
         Notes, (c) the Add-on Notes, (d) Indebtedness under the A/R Facility
         and (e) other Indebtedness permitted under this Agreement and
         identified to the Lead Arrangers.

                  (vi) Tax Sharing Agreement. The Tax Sharing Agreement shall be
         in full force and effect in form and substance reasonably satisfactory
         to the Lead Arrangers.

                  (vii) [Reserved].

                  (viii) A/R Facility. The maturity of the A/R Facility shall
         have been extended by at least three years on terms reasonably
         acceptable to the Lead Arrangers.


                                      -61-
<PAGE>


                  (ix) No Material Adverse Effect. There shall not have occurred
         since December 31, 2002 any event or circumstance which has had or
         could be reasonably expected to have (a) a Material Adverse Effect, (b)
         a material adverse effect on the ability of the Obligors to consummate,
         in a timely manner, the Transactions or (c) an adverse effect on the
         legality, binding effect or enforceability of any material provision of
         any of the Transaction Documents or the Transactions.

                  (x) [Reserved].

                  (xi) Approvals. All requisite Governmental Authorities and
         third parties shall have approved or consented to the Transactions and
         the other transactions contemplated hereby to the extent required and
         all applicable appeal periods shall have expired. There shall be no
         governmental or judicial action or Proceeding, actual or threatened,
         that has had the effect of (or could reasonably be expected to have the
         effect of) restraining, preventing or imposing materially burdensome
         conditions on any of the Transactions or the other transactions
         contemplated hereby.

                  (xii) Payment of Fees and Expenses of Agents. All accrued fees
         (including without limitation fees under the Fee Letter and the
         Incremental Fee Letter) and expenses (including without limitation the
         reasonable fees and expenses of Cahill Gordon & Reindel LLP, special
         counsel to both the Lead Arrangers and the Agents (and appropriate
         local counsel in respect of security interest matters) and the fees and
         expenses of appraisers, consultants and other advisors) of the Lead
         Arrangers and the Agents in connection with the Credit Documents shall
         have been paid, in the case of expenses to the extent invoiced through
         the Closing Date.

                  (xiii) Compliance with Applicable Laws. The Transactions and
         the extensions of credit under this Agreement shall be in compliance in
         all material respects with all applicable laws and regulations
         (including Regulations T, U and X). The LLC, Holdings and their
         respective Subsidiaries shall be in compliance, in all material
         respects, with all applicable foreign and U.S. federal, state and local
         laws and regulations, including all applicable Environmental Laws.

                  (xiv) Personal Property Requirements. The Collateral Agent
         shall have received:

                           (a) the Security Agreement duly executed by the
                  Obligors;

                           (b) all certificates, agreements or instruments
                  representing or evidencing the Pledged Securities and the
                  Intercompany Notes (each as defined in the Security Agreement)
                  accompanied by instruments of transfer and stock powers
                  endorsed in blank;

                           (c) control agreements with respect to each Deposit
                  Account and Securities Account (as such terms are defined in
                  the Security Agreement) listed on Schedule 7.01(xiv)(c) and
                  all other certificates, acknowledgments, agreements, including
                  control agreements, or instruments necessary to perfect the
                  Collateral Agent's security interest in all Chattel Paper, all
                  Instruments and all Investment Property of each Obligor (as
                  each such term is defined in the Security Agreement and to the
                  extent required by the Security Agreement);

                           (d) UCC termination statements and UCC financing
                  statements in appropriate form for filing under the UCC,
                  filings with the United States Patent, Trademark and Copyright
                  offices and such other documents under applicable Requirements
                  of Law in each jurisdiction as may be necessary or appropriate
                  or, in the opinion of the Collateral


                                      -62-
<PAGE>


                  Agent, desirable to perfect the Liens created, or purported to
                  be created, by the Security Documents;

                           (e) certified copies of UCC, tax and judgment lien
                  searches, bankruptcy and pending lawsuit searches or
                  equivalent reports or searches, each of a recent date listing
                  all effective financing statements, lien notices or comparable
                  documents that name any Obligor as debtor and that are filed
                  in those state and county jurisdictions listed on Schedule
                  4(a) annexed to the Perfection Certificate dated December 10,
                  2003, none of which encumber the Collateral covered or
                  intended to be covered by the Security Documents (other than
                  those relating to Liens acceptable to the Collateral Agent or
                  those that will be terminated pursuant to UCC termination
                  statements described in clause (d) above);

                           (f) with respect to each lease set forth on Schedule
                  7.01(xiv)(f), such Obligor shall use its commercially
                  reasonable efforts to obtain a Landlord Access Agreement in
                  the form of Exhibit P or such other form reasonably acceptable
                  to the Collateral Agent from the landlord thereunder; and

                           (g) payment (or arrangement for payment in a manner
                  reasonably acceptable to the Collateral Agent) by the Obligors
                  of all applicable recording taxes, fees, charges, costs and
                  expenses required for the filings contemplated by clause (d)
                  above.

                  (xv) Conditions Relating to Real Property. On or prior to the
         Closing Date, each Obligor shall have caused to be delivered to the
         Collateral Agent, on behalf of the Creditors, copies of all Leases with
         respect to any Real Property in which Borrower or any Subsidiary holds
         the lessor's interest or other agreements relating to possessory
         interests, if any.

                  (xvi) Other Matters. The Administrative Agent and the Lenders
         shall have received such other legal opinions, corporate documents and
         other instruments and/or certificates as the Administrative Agent or
         the Majority Lenders may request in their reasonable discretion.

                  (xvii) Escrow Agreement. If the initial extension of credit
         consists of Term Loans in excess of $140.0 million, the Escrow
         Agreement shall have been executed and delivered by Borrower and the
         terms and conditions of the Escrow Agreement shall be reasonably
         satisfactory to the Lead Arrangers.

                  (xviii) Officer's Certificate. A Officer's Certificate dated
         the Closing Date stating that as of the Closing Date:

                           (a) None of the execution, delivery and performance
                  by each of the Obligors of any Transaction Document to which
                  it is a party and the consummation of the transactions herein
                  and therein contemplated will (i) conflict with or result in a
                  breach of, or require any consent (which has not been obtained
                  and is in full force and effect) under (a) any Organic
                  Document of any Company, or (b) any applicable Requirement of
                  Law or any order, writ, injunction or decree of any
                  Governmental Authority binding on any Company, or any term or
                  provision of any Contractual Obligation of any Company, or
                  (ii) constitute (with due notice or lapse of time or both) a
                  default under any such Contractual Obligation, or (iii) result
                  in the creation or imposition of any Lien (except for the
                  Liens created pursuant to the Security Documents) upon any
                  Property of any Company pursuant to the terms of any such
                  Contractual Obligation, except with respect to each of




                                      -63-
<PAGE>


                  the foregoing (other than (i)(a)) which is not (either
                  individually or in the aggregate) reasonably likely to have a
                  Material Adverse Effect.

                           (b) Each of the Obligors has all necessary corporate
                  power, authority and legal right to execute, deliver and
                  perform its obligations under each Transaction Document to
                  which it is a party and to consummate the transactions herein
                  and therein contemplated; the execution, delivery and
                  performance by each of the Obligors of each Transaction
                  Document to which it is a party and the consummation of the
                  transactions herein and therein contemplated have been duly
                  authorized by all necessary corporate action on its part; each
                  of the Transaction Documents to which it is a party when
                  executed and delivered by such Obligor will constitute, its
                  legal, valid and binding obligation, enforceable against each
                  of the Obligors in accordance with its terms, except as such
                  enforceability may be limited by (a) bankruptcy, insolvency,
                  fraudulent conveyance, reorganization, moratorium or similar
                  laws of general applicability from time to time in effect
                  affecting the enforcement of creditors' rights and remedies
                  and (b) the application of general principles of equity
                  (regardless of whether such enforceability is considered in a
                  proceeding in equity or at law).

                           (c) No authorizations, approvals or consents of, and
                  no filings or registrations with, any Governmental Authority
                  or any securities exchange are necessary for the execution,
                  delivery or performance by any Obligor of the Transaction
                  Documents to which it is a party or for the legality, validity
                  or enforceability thereof or for the consummation of the
                  transactions therein contemplated, except for filings and
                  recordings in respect of the Liens created pursuant to the
                  Security Documents and, in connection with the Transactions,
                  except for consents, filings and authorizations that have been
                  maintained or made and are in full force and effect.

                           (d) There does not exist any judgment, order or
                  injunction prohibiting or imposing material adverse conditions
                  upon any of the Transactions or the performance by any Obligor
                  of its obligations under the Transaction Documents.

                  (xix) Financial Officer Certificate. A certificate dated the
         Closing Date signed by the Chief Financial Officer of Borrower stating
         that as of the Closing Date:

                           (a) Borrower has heretofore furnished to the Lenders
                  the consolidated balance sheets and related statements of
                  income, stockholders' equity and cash flows of Borrower (i) as
                  of and for the fiscal years ended December 31, 2002, 2001 and
                  2000, audited by and accompanied by the opinion of
                  PricewaterhouseCoopers LLP, independent public accountants,
                  and (ii) as of and for the three, six and nine month periods
                  ended March 31, June 30 and September 30, 2003 and for the
                  comparable periods of the preceding fiscal year. Such
                  financial statements have been prepared in accordance with
                  GAAP consistently applied and present fairly and accurately
                  the financial condition and results of operations and cash
                  flows of Borrower and its Subsidiaries as of such dates and
                  for such periods.

                           (b) The financial statements delivered pursuant to
                  Section 7.01(i)(9) have been prepared in good faith by the
                  Obligors, based on the assumptions stated therein (which
                  assumptions are believed by the Obligors on the date hereof
                  and on the Closing Date to be reasonable), are based on the
                  best information available to the Obligors as of the date of
                  delivery thereof, accurately reflect all adjustments required
                  to be made to give effect to the Transactions, and present
                  fairly on a pro forma basis the estimated


                                      -64-
<PAGE>


                  consolidated financial position and results of operations of
                  Borrower as of and for such dates, assuming that the
                  Transactions had actually occurred at such dates, subject to
                  period end audit adjustments that would be made in audited
                  financial statements.

                           (c) Except as set forth in the financial statements
                  or other information referred to in Section 7.01(xix)(a), as
                  of the Closing Date there are no material liabilities of any
                  Company of any kind, whether accrued, contingent, absolute,
                  determined, determinable or otherwise, and there is no
                  existing condition, situation or set of circumstances which is
                  reasonably likely to result in such a liability, other than:

                                    (i) liabilities incurred in the ordinary
                           course of business consistent with past practice
                           since December 31, 2002 which in the aggregate are
                           not reasonably likely to have a Material Adverse
                           Effect; and

                                    (ii) liabilities under this Agreement and
                           the other Credit Documents or the Transaction
                           Documents or liabilities incurred in connection with
                           the transactions contemplated hereby.

                  7.02. Initial and Subsequent Extensions of Credit Under This
Agreement. The obligation of the Lenders to make any Loan or otherwise extend
any credit to Borrower upon the occasion of each borrowing or other extension of
credit hereunder (including the initial borrowing on the Closing Date) is
subject to the further conditions precedent that:

                  (i) No Default; Representations and Warranties True. Both
         immediately prior to the making of such Loan or other extension of
         credit and also after giving pro forma effect thereto and to the
         intended use thereof:

                           (a) no Default shall have occurred and be continuing;
                  and

                           (b) the representations and warranties made by the
                  Obligors in Section 8, and by each Obligor in each of the
                  other Credit Documents to which it is a party, shall be true
                  and correct in all material respects (except that any
                  representation or warranty that is qualified as to
                  "materiality" or "Material Adverse Effect" shall be true and
                  correct in all respects) on and as of the date of the making
                  of such Loan or other extension of credit with the same force
                  and effect as if made on and as of such date (or, if any such
                  representation or warranty is expressly stated to have been
                  made as of a specific date, as of such specific date).

                  (ii) No Legal Bar. The Loans and the use of proceeds thereof
         shall not contravene, violate or conflict with, nor involve any Lender
         in a violation of, any law, rule, injunction, or regulation or
         determination of any court of law or other Governmental Authority.

                  (iii) No Material Adverse Change. Since December 31, 2002,
         there shall not have been any Material Adverse Change with respect to
         Holdings and its Subsidiaries taken as a whole.

                  7.03. Release from Escrow Account. The obligation of the
Collateral Agent to instruct the Escrow Agent to release the Escrowed Funds from
the Escrow Account shall be subject to the conditions precedent that:


                                      -65-
<PAGE>

                  (i) No Event of Default. Both immediately prior to such
         release and also after giving pro forma effect thereto and to the
         intended use of the Escrowed Funds no Event of Default shall have
         occurred and be continuing.

                  (ii) No Legal Bar. Such release and the use of proceeds of the
         Escrowed Funds shall not contravene, violate or conflict with, nor
         involve any Lender in a violation of, any law, rule, injunction, or
         regulation or determination of any court of law or other Governmental
         Authority.

                  (iii) Superior Acquisition. The Lead Arrangers shall have
         reviewed, and be reasonably satisfied with, the final terms and
         conditions and the documentation relating to the Superior Acquisition
         (including, without limitation, the amount and form of the financing
         thereof). The Superior Acquisition shall be consummated on or before
         the date that is 60 days following the Closing Date in accordance with
         such documentation without any material, or otherwise adverse to the
         Lenders, waiver or amendment thereof unless consented to by the Lead
         Arrangers.

                  (iv) Due Diligence. As of the date that, except for the
         release of the Escrowed Funds, Borrower is prepared to consummate the
         Superior Acquisition, no facts or information concerning Superior shall
         have become known to the Lenders which, after giving effect to the
         consummation of the Superior Acquisition, would reasonably be expected
         to have a Material Adverse Effect.

                  7.04. Certifications. (a) Each notice of borrowing or request
for the issuance of a Letter of Credit or release of the Escrowed Funds by
Borrower hereunder shall constitute a certification by Borrower to the effect
set forth in Section 7.02(i) or Section 7.03(i), as applicable (both as of the
date of such notice or request and, unless Borrower otherwise notifies
Administrative Agent prior to the date of such borrowing, issuance or release,
as of the date of such borrowing, issuance or release).

                  (a) Each notice submitted by Borrower hereunder for an
extension of credit or release of the Escrowed Funds hereunder shall constitute
a representation and warranty by Borrower, as of the date of such notice and as
of the relevant borrowing date, date of issuance of a Letter of Credit or
release of the Escrowed Funds, as applicable, that the applicable conditions in
Sections 7.01, 7.02 and 7.03 have been satisfied or waived in accordance with
the terms hereof.

                  Section 8. Representations and Warranties.

                  Each of the Obligors represents and warrants to the Creditors
that, on the Closing Date and at and as of each Funding Date (in each case
immediately before and immediately after giving effect to the transactions
contemplated to occur on such date (including the Transactions)):

                  8.01. Corporate Existence. Each Obligor and each Subsidiary:
(a) is a corporation, partnership or other entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power and authority, and
has all governmental licenses, authorizations, consents and approvals necessary
to own its Property and carry on its business as now being conducted, except as
would not, individually or in the aggregate, be reasonably likely to have a
Material Adverse Effect; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure to be so qualified and
in good standing individually or in the aggregate is reasonably likely to have a
Material Adverse Effect.


                                      -66-
<PAGE>


                  8.02. Financial Condition; Etc. Except as set forth in the
financial statements referred to in Section 7.01(xix)(a), since December 31,
2002, there has been no Material Adverse Effect or any event, change or
circumstance which could reasonably be expected to cause or evidence, either
individually or together with any other events, changes and circumstances, a
Material Adverse Effect.

                  8.03. Litigation. Except as disclosed on Schedule 8.03, there
is no Proceeding pending against, or to the knowledge of any Company threatened
in writing against or affecting, any Company or any of its respective Properties
before any Governmental Authority that has a reasonable likelihood of being
adversely determined and that, if determined or resolved adversely to such
Company in accordance with the plaintiff's demands, is reasonably likely to have
(individually or in the aggregate) a Material Adverse Effect.

                  8.04. No Breach; No Default. (a) None of the execution,
delivery and performance by each of the Obligors of any Credit Document to which
it is a party and the consummation of the transactions herein and therein
contemplated will (i) conflict with or result in a breach of, or require any
consent (which has not been obtained and is in full force and effect) under (a)
any Organic Document of any Company, or (b) any applicable Requirement of Law or
any order, writ, injunction or decree of any Governmental Authority binding on
any Company, or any term or provision of any Contractual Obligation of any
Company, or (ii) constitute (with due notice or lapse of time or both) a default
under any such Contractual Obligation, or (iii) result in the creation or
imposition of any Lien (except for the Liens created pursuant to the Security
Documents) upon any Property of any Company pursuant to the terms of any such
Contractual Obligation, except with respect to each of the foregoing (other than
(i)(a)) which is not (either individually or in the aggregate) reasonably likely
to have a Material Adverse Effect.

                  (a) No Company is in default under or with respect to any
Contractual Obligation or any order, award or decree of any Governmental
Authority or arbitrator binding upon it or any of its Property in any respect
which is likely to have (individually or in the aggregate) a Material Adverse
Effect.

                  (b) No Default has occurred and is continuing.

                  8.05. Action. Each of the Obligors has all necessary corporate
power, authority and legal right to execute, deliver and perform its obligations
under each Credit Document to which it is a party and to consummate the
transactions herein and therein contemplated; the execution, delivery and
performance by each of the Obligors of each Credit Document to which it is a
party and the consummation of the transactions herein and therein contemplated
have been duly authorized by all necessary corporate action on its part; and
this Agreement has been duly and validly executed and delivered by each of the
Obligors and constitutes, and each of the Notes and the other Credit Documents
to which it is a party when executed and delivered by such Obligor (in the case
of the Notes, for value) will constitute, its legal, valid and binding
obligation, enforceable against each of the Obligors in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of
general applicability from time to time in effect affecting the enforcement of
creditors' rights and remedies and (b) the application of general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

                  8.06. Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority or any
securities exchange are necessary for the execution, delivery or performance by
any Obligor of the Credit Documents to which it is a party or for the legality,
validity or enforceability hereof or thereof or for the consummation of the
transactions herein and therein


                                      -67-
<PAGE>


contemplated, except for filings and recordings in respect of the Liens created
pursuant to the Security Documents.

                  8.07. Representations and Warranties in Transaction Documents.
The representations and warranties of each Company set forth in each Transaction
Document were, in each case, true and correct in all material respects as of the
time such representations and warranties were made or deemed made. As of the
Closing Date, to the best knowledge of each Company, the representations and
warranties of each party other than the Companies to each Transaction Document
contained therein were true and correct in all material respects on the date
made.

                  8.08. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability could be reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that could reasonably be expected to have a Material Adverse
Effect. Each Company is in compliance in all material respects with the
presently applicable provisions of ERISA and the Code with respect to each
Employee Benefit Plan maintained by such Company. Using actuarial assumptions
and computation methods consistent with subpart 1 of subtitle E of Title IV of
ERISA, the aggregate liabilities of any ERISA Entity to all Multiemployer Plans
in the event of a complete withdrawal therefrom, as of the close of the most
recent fiscal year of each such Multiemployer Plan, would not reasonably be
expected to result in a Material Adverse Effect.

                  Each Foreign Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities, except where
failure to do so would not be expected to have a Material Adverse Effect.
Neither Borrower nor any Subsidiary have incurred any obligation in connection
with the termination of or withdrawal from any Foreign Plan which could
reasonably be expected to result in a Material Adverse Effect. The present value
of the accrued benefit liabilities (whether or not vested) under each Foreign
Plan which is funded, determined as of the end of the most recently ended fiscal
year of Borrower or Subsidiary, as applicable, on the basis of actuarial
assumptions, each of which is, and which collectively are, reasonable, did not
exceed the current value of the assets of such Foreign Plan by an amount that
could reasonably be expected to have a Material Adverse Effect, and for each
Foreign Plan which is not funded, the obligations of such Foreign Plan, to the
extent such obligations are material, are properly accrued.

                  8.09. Taxes. (i) Each Company has timely filed or caused to be
timely filed all U.S. federal income tax returns and all other returns,
statements, forms and reports for taxes (the "Returns"), domestic or foreign,
required to be filed by it, except for those returns the failure of which to be
filed would not reasonably be expected to have a Material Adverse Effect, and
has timely paid all Taxes payable by it which have become due or 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 (including the Mortgaged Real
Property) by any Governmental Authority (other than those which, in the
aggregate, are not substantial in amount or those the amount or validity of
which is 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 Company, as the case may be, and which contested Tax
individually or in the aggregate could not reasonably be expected to result in a
Material Adverse Effect); the Returns accurately reflect in all material
respects all liability for Taxes of the relevant Company for the periods covered
thereby; and no Tax lien has been filed (except with respect to taxes not yet
due and payable) and, to the best knowledge of the Obligors, no action, suit,
proceeding, investigation, audit or claim is being asserted or has been



                                      -68-
<PAGE>


threatened in writing or otherwise by any authority with respect to any such
Tax, fee or other charge, except as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and (ii) no Company
has entered into an agreement or waiver extending any statute of limitations
relating to the payment or collection of Taxes of any Company.

                  8.10. Investment Company Act; Public Utility Holding Company
Act; Other Restrictions. No Company is an "investment company," or a company
"controlled" by an "investment company," within the meaning of the United States
Investment Company Act of 1940, as amended. No Company is a "holding company,"
or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," within the meaning of the United States Public Utility Holding Company
Act of 1935, as amended. No Obligor is subject to regulation under any law or
regulation which limits its ability to incur Indebtedness, other than Regulation
X of the Board of Governors of the Federal Reserve System.

                  8.11. Environmental Matters. Except as disclosed on Schedule
8.11 and except as would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect: (i) each Company is in
compliance with and in the last two years has been in compliance with, and is
not subject to liability under, any Environmental Laws applicable to it and
there are no Environmental Laws which would reasonably be expected to result in
material expenditures by any Company, and no such Environmental Laws would
reasonably be expected to interfere in any material way with current or
projected operations of any Company; (ii) no Company has received written notice
that it or any of its predecessors in interest has been or may be identified as
a potentially responsible party under the United States Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended
("CERCLA"), or any other Environmental Law, nor has any Company received notice
that any Hazardous Materials that it or any of its predecessors in interest has
used, generated, stored, treated, handled, transported or disposed of, or
arranged for disposal or treatment of, have been found at any site at which any
Person is conducting or plans to conduct any action pursuant to any
Environmental Law, and no Company, or to the knowledge of the Obligors, any of
their respective predecessors in interest, has disposed of, arranged for the
disposal or treatment of, or otherwise released Hazardous Materials at any site
at which any Person is conducting or plans to conduct any action under
Environmental Law; (iii) no properties now or formerly owned, leased or operated
by any Company or any of their respective predecessors in interest, are (x)
listed or proposed for listing on the National Priorities List under CERCLA or
(y) listed on the Comprehensive Environmental Response, Compensation and
Liability Information System List promulgated pursuant to CERCLA or (z) included
on any similar lists maintained by any Governmental Authority; (iv) there are no
past or present events, conditions, activities, practices or actions, or any
agreements, judgments, decrees or orders by which any Company or any of its
predecessors in interest is bound, which would reasonably be expected to prevent
any Company's compliance with any Environmental Law, or which would reasonably
be expected to give rise to any liability of any Company under any Environmental
Law, including, without limitation, liability under CERCLA or similar state or
foreign laws; (v) no Lien has been asserted or recorded, or to the knowledge of
the Obligors, threatened, under any Environmental Law with respect to any asset,
facility, inventory or property currently owned, leased or operated by any
Company; (vi) there has been no Release or threat of Release of Hazardous
Material at, on, from, under or affecting any real property now or previously
owned, operated or leased by any Company or, to the knowledge of the Obligors,
any predecessor in interest; and (vii) no Company is subject to any
Environmental Claim and, to the knowledge of the Obligors, no Environmental
Claim is threatened.

                  8.12. Environmental Investigations. All material environmental
investigations, studies, audits, assessments and data which are in the
possession, custody or control of any Company relating (i) to the current or
prior business, operations, facilities or Property of any Company or any of
their respective predecessors in interest or (ii) to any facility, Property or
other asset now or previously owned,


                                      -69-
<PAGE>


operated, leased or used by any Company or any of their respective predecessors
in interest have been made available to the Lead Arrangers and the Lenders.

                  8.13. Use of Proceeds. No Company is engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Margin
Stock and no part of the proceeds of any extension of credit hereunder will be
used directly or indirectly and whether immediately, incidentally or ultimately
to purchase or carry any Margin Stock or to extend credit to others for such
purpose or to refund Indebtedness originally incurred for such purpose. Borrower
will use the proceeds of (A) all Term Loans made on the Closing Date to finance
in part the Transactions and, if consummated, the Superior Acquisition, and, in
each case, to pay related fees and expenses and (B) all Revolving Credit Loans
for working capital and general corporate purposes of Borrower and its
Subsidiaries.

                  Following application of the proceeds of each extension of
credit hereunder, not more than 25 percent of the value of the assets (either of
Borrower only or of Borrower and its Consolidated Subsidiaries) will be Margin
Stock. If requested by any Lender or the Lead Arranger, Borrower will furnish to
the Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in Regulation U.

                  8.14. Subsidiaries. As of the Closing Date (after giving
effect to the Transactions), none of Borrower or Holdings has any Subsidiaries
or interests in partnerships, joint ventures or business trusts other than the
entities set forth on Schedule 8.14. Borrower and Holdings own, as of the
Closing Date, the percentage of the issued and outstanding Equity Interests or
other evidences of the ownership of each of their respective Subsidiaries,
partnerships or joint ventures listed on Schedule 8.14 as set forth on such
Schedule. Except as set forth on Schedule 8.14, no such Subsidiary, partnership
or joint venture has issued any securities convertible into shares of its Equity
Interests (or other evidence of ownership) or any Equity Rights to acquire such
shares or securities convertible into such shares (or other evidence of
ownership), and the outstanding stock and securities (or other evidence of
ownership) of such Subsidiaries, partnerships or joint ventures are owned by
Borrower or Holdings free and clear of all Liens and Equity Rights of others of
any kind whatsoever, except for Liens pursuant to the Security Documents.
Holdings does not have any direct equity interest in any Person other than
Borrower.

                  8.15. Properties. Each of the Companies (i) has good title to
and beneficial ownership of all Property owned by it, including all the Property
reflected in the most recent financial statements provided hereunder (except
Property sold or otherwise disposed of since the date thereof in the ordinary
course of business or as otherwise not prohibited by the Credit Documents), or
acquired after the date thereof, free and clear of all Liens, except Permitted
Liens and (ii) is the lessee of all leasehold estates and, except as disclosed
on Schedule 8.15, is in possession of the Properties purported to be leased
thereunder, and each such lease is valid without default thereunder by the
lessee or, to the knowledge of the Obligors, the lessor. Title to all Property
of any Company is held by such Company free and clear of all Liens except for
Permitted Liens. The Real Property listed on Schedule 8.15 constitutes, as of
the Closing Date, all of the Real Property owned or leased by any Company as of
the Closing Date and such schedule describes the type of interest therein held
by such Company.

                  8.16. Security Documents. (a) The Security Agreement is
effective to create in favor of the Collateral Agent for the benefit of the
Creditors, a legal, valid and enforceable security interest in and Lien on the
Security Agreement Collateral and, when (i) financing statements and other
filings in appropriate form are filed in the offices specified on Schedule 6 to
the Perfection Certificate and (ii) upon the taking of possession or control by
the Collateral Agent of the Security Agreement Collateral with respect to which
a security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is


                                      -70-
<PAGE>


required by the Security Agreement), the Lien created by the Security Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the grantors thereunder in the Security Agreement
Collateral (other than the Intellectual Property Collateral (as defined in the
Security Agreement)), in each case subject to no Liens other than Permitted
Liens (it being understood that no representation is being made as to the
perfection of any Lien or security interest under laws other than those of the
United States or any state thereof).

                  (a) When the Security Agreement or a short form thereof is
filed in the United States Patent and Trademark Office and the United States
Copyright Office, the Lien created by such Security Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the grantors thereunder in the Intellectual Property Collateral (as defined
in such Security Agreement), in each case subject to no Liens other than
Permitted Liens.

                  (b) Each Mortgage executed and delivered by the relevant
Obligor pursuant to Sections 9.12 and 9.13 will be effective to create, in favor
of the Collateral Agent, for the benefit of the Creditors, a legal, valid and
enforceable first priority Lien on and security interest in all of the Obligors'
right, title and interest in and to the Mortgaged Real Properties thereunder and
the proceeds thereof, and when such Mortgage is filed in the offices specified
in the local counsel opinion delivered with respect thereto in accordance with
the provisions of Sections 9.12 and 9.13, the Mortgages shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the Obligors in the Mortgaged Real Properties and the proceeds thereof, in each
case prior and superior in right to any other person, other than Liens
reasonably acceptable to Collateral Agent.

                  (c) Each Security Document delivered pursuant to Sections 9.12
and 9.13 will, upon execution and delivery thereof, be effective to create in
favor of the Collateral Agent, for the benefit of the Creditors, a legal, valid
and enforceable security interest in and Lien on all of the Obligors' right,
title and interest in and to the Collateral thereunder, and when all appropriate
filings or recordings are made in the appropriate offices as may be required
under applicable law or the Collateral Agent obtains control of the Collateral,
as applicable, such Security Document will constitute a fully perfected Lien on,
and security interest in, all right, title and interest of the Obligors in such
Collateral, in each case subject to no Liens other than the applicable Permitted
Liens.

                  8.17. Licenses and Permits; Compliance with Laws. The
Companies hold all governmental permits, licenses, authorizations, consents and
approvals necessary for the Companies to own, lease, and operate their
respective Properties and to operate their respective businesses as now being
conducted (collectively, the "Permits"), except for Permits the failure of which
to obtain is not reasonably likely to have a Material Adverse Effect. None of
the Permits has been modified in any way that is reasonably likely to have a
Material Adverse Effect. All Permits are in full force and effect except where
the failure to be in full force and effect is not reasonably likely to have a
Material Adverse Effect.

                  Each Company is in material compliance with all applicable
statutes, laws, ordinances, rules, orders and regulations of any Governmental
Authority in all jurisdictions in which it is presently doing business, and each
Company will comply with all such laws and regulations which may be imposed in
the future in jurisdictions in which it may then be doing business, in each case
other than those the non-compliance with which would not (individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect. There does
not exist any judgment, order or injunction prohibiting or imposing material
adverse conditions upon the performance by any Obligor of its obligations under
the Credit Documents and all applicable laws.

                  8.18. True and Complete Disclosure. The information, reports,
financial statements, exhibits and schedules furnished in writing by or on
behalf of any Obligor to any Creditor in connection


                                      -71-
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with the negotiation, preparation or delivery of this Agreement and the other
Credit Documents or included herein or therein or delivered pursuant hereto or
thereto or pursuant to any information memorandum distributed in connection with
the syndication of the Commitments and Loans, including all filings made with
the Commission by Borrower or any Company but in each case excluding all
projections, whether prior to or after the Closing Date, when taken as a whole,
do not, as of the date such information was furnished, contain any untrue
statement of material fact or omit to state a material fact necessary in order
to make the statements herein or therein, in light of the circumstances under
which they were made, not materially misleading. The projections and pro forma
financial information furnished at any time by any Obligor to any Creditor
pursuant to this Agreement have been prepared in good faith based on assumptions
believed by Borrower 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 and no Obligor makes any representation as to
the ability of any Company to achieve the results set forth in any such
projections. Each Obligor understands that all such statements, representations
and warranties shall be deemed to have been relied upon by the Lenders as a
material inducement to make each extension of credit hereunder.

                  8.19. Solvency; Etc. The Companies, taken as a whole, are
Solvent.

                  8.20. Contracts. No Company is in default under any material
contract or agreement to which it is a party or by which it is bound, nor, to
Borrower's knowledge, does any condition exist that, with notice or lapse of
time or both, would constitute such default, excluding in any case such defaults
that are not reasonably likely to have a Material Adverse Effect. Schedule 8.20
accurately and completely lists (x) all agreements, if any, among the
stockholders (or any of their Affiliates other than any Company) of Holdings or
the LLC on the one hand and any Company on the other in effect on the date
hereof and (y) all material agreements which are in effect on the date hereof in
connection with the conduct of the business of the Companies.

                  8.21. Labor Matters. Set forth on Schedule 8.21 is a list and
description (including dates of termination) of all collective bargaining or
similar agreements between or applicable to any Company as of the date hereof
and any union, labor organization or other bargaining agent in respect of the
employees of any Company on the date indicated on Schedule 8.21. Except as set
forth on Schedule 8.21, there are no strikes or other labor disputes against any
Company pending or, to the knowledge of any Obligor, threatened which could
reasonably be expected to result in a Material Adverse Effect.

                  8.22. Intellectual Property.

                  (a) Ownership/No Claims. Each Company owns, or is licensed to
use, all patents, patent applications, trademarks, trade names, service marks,
copyrights, technology, trade secrets, proprietary information, domain names,
know-how and processes necessary for the conduct of its business as currently
conducted (the "Intellectual Property"), except for those the failure to own or
license which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. Except as disclosed on Schedule
8.22, no claim has been asserted and is pending against any Company by any
person challenging or questioning any Company's use of any such Intellectual
Property or the validity or effectiveness of any such Intellectual Property, nor
does any Obligor know of any valid basis for any such claim. To each Obligor's
knowledge, the use of such Intellectual Property by each Company does not
infringe the rights of any person, except for such claims and infringements
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.


                                      -72-
<PAGE>


                  (b) Registrations. Except pursuant to licenses and other user
agreements entered into by each Obligor in the ordinary course of business that
are listed on Schedules 13(a) and 13(b) annexed to the Perfection Certificate,
on and as of the date hereof (i) each Obligor owns and possesses the right to
use, and has done nothing to authorize or enable any other person to use, any
Copyright, Patent or Trademark (as such terms are defined in the Security
Agreement) listed on Schedules 13(a), 13(b), 13(c) and 13(d) annexed to the
Perfection Certificate and (ii) all registrations listed on Schedules 13(a),
13(b), 13(c) and 13(d) annexed to the Perfection Certificate are valid and in
full force and effect.

                  (c) No Violations or Proceedings. To each Obligor's knowledge,
on and as of the date hereof, (i) except as set forth on Schedule 8.22, there is
no material violation by others of any right of such Obligor with respect to any
Copyright, Patent or Trademark listed on Schedules 13(a), 13(b), 13(c) and 13(d)
annexed to the Perfection Certificate, respectively, pledged by it under the
name of such Obligor, (ii) such Obligor is not infringing upon any Copyright,
Patent or Trademark of any other person other than such infringement that,
individually or in the aggregate, would not (or would not reasonably be expected
to) result in a Material Adverse Effect on the value or utility of the
Intellectual Property or any portion thereof material to the use and operation
of the Collateral and (iii) no proceedings have been instituted or are pending
against such Obligor or, to such Obligor's knowledge, threatened, and no claim
against such Obligor has been received by such Obligor, alleging any such
violation, except as may be set forth on Schedule 8.22.

                  Section 9. Covenants.

                  Each Obligor, for itself and on behalf of its Subsidiaries,
covenants and agrees with the Creditors that, so long as any Commitment, Loan or
Letter of Credit Liability is outstanding and until payment in full of all
amounts payable by Borrower hereunder:

                  9.01. Financial Statements, Etc. The Companies shall deliver
to the Administrative Agent (and the Administrative Agent shall deliver to each
Lender within three Business Days after the receipt thereof):

                  (a) Quarterly Financials. As soon as available and in any
         event within 45 days (or, if SEC Form 12b-25 is filed in respect of
         such fiscal quarter, 50 days) after the end of each of the first three
         quarterly fiscal periods of each fiscal year, consolidated statements
         of operations of Borrower and its Consolidated Subsidiaries for such
         period, consolidated statements of operations, cash flows and
         stockholders' equity of Borrower and its Consolidated Subsidiaries for
         the period from the beginning of the respective fiscal year to the end
         of such period, and the related consolidated balance sheet of Borrower
         and its Consolidated Subsidiaries as of the end of such period, setting
         forth in each case in comparative form the corresponding consolidated
         statements of operations and cash flows for the corresponding periods
         in the preceding fiscal year accompanied by a certificate of a
         Responsible Officer of Borrower, which certificate shall state that
         said consolidated financial statements fairly present the consolidated
         financial condition, results of operations and cash flows of Borrower
         and its Consolidated Subsidiaries in accordance with GAAP, consistently
         applied, as at the end of, and for, such period (subject to normal
         year-end audit adjustments);

                  (b) Annual Financials. As soon as available and in any event
         within 90 days (or, if SEC Form 12b-25 is filed in respect of such
         fiscal year, 105 days) after the end of each fiscal year, consolidated
         statements of operations, cash flows and stockholders' equity of
         Borrower and its Consolidated Subsidiaries for such year and the
         related consolidated balance sheet of Borrower and its Consolidated
         Subsidiaries as of the end of such year, setting forth in each case in
         comparative form the corresponding consolidated information as of the
         end of and for the


                                      -73-
<PAGE>


         preceding fiscal year, accompanied by an opinion, without material
         qualification, thereon of independent certified public accountants of
         recognized national standing, which opinion shall state that said
         consolidated financial statements fairly present the consolidated
         financial condition, results of operations and cash flows of Borrower
         and its Consolidated Subsidiaries as at the end of, and for, such
         fiscal year in accordance with GAAP, consistently applied; Borrower
         shall supply such additional information and detail as to any item or
         items contained on any such statement that Lenders (to the extent
         applicable) may reasonably require; all such information will be
         prepared in accordance with GAAP consistently applied;

                  (c) Compliance Certificate. (i) Concurrently with the delivery
         of the financial statements referred to in Section 9.01(b), 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 Event of Default
         relating to the Financial Maintenance Covenants, except as specified in
         such certificate; and

                  (i) at the time it furnishes each set of financial statements
         pursuant to paragraph (a) or (b) above, a certificate of a senior
         financial officer of Borrower (I) to the effect that no Default has
         occurred and is continuing (or, if any Default has occurred and is
         continuing, describing the same in reasonable detail and describing the
         action that Borrower has taken and proposes to take with respect
         thereto) and (II) setting forth in reasonable detail the computations
         necessary (to the extent applicable) to determine whether each Company
         is in compliance with Sections 9.07, 9.08, 9.09, 9.10 and 9.11 as of
         the end of the respective quarterly fiscal period or fiscal year;

                  (d) Other Financial Information. Promptly upon delivery
         thereof to the stockholders of any Company generally, copies of all
         financial statements and reports and proxy statements so delivered, and
         within five days after the same are filed, copies of all financial
         statements and reports which any Company may make to or file with the
         Commission or any successor or analogous Governmental Authority or any
         national securities exchange;

                  (e) Interest Rate Certificates. Together with the financial
         statements delivered pursuant to clause (a) or (b) of this Section
         9.01, an Interest Rate Certificate;

                  (f) Notice of Default. Promptly after any Company knows or has
         reason to believe that any Default has occurred or that Holdings is in
         default of any material term or provision of any of the Transaction
         Documents or any other agreement or instrument relating to or
         evidencing Material Indebtedness of any Company, a notice of such
         Default or other default describing the same in reasonable detail and,
         together with such notice or as soon thereafter as possible, a
         description of the action that the Companies have taken and propose to
         take with respect thereto;

                  (g) Environmental Matters. Written notice of any (i)
         Environmental Claim materially affecting any Company, any Real Property
         or the operations of any Company, (ii) the occurrence of any Release of
         any Hazardous Material that is reportable under any Environmental Law,
         (iii) the commencement of any investigation or clean-up pursuant to or
         in accordance with any Environmental Law of any Hazardous Material at,
         on, under, within or emanating from the Real Property or any part
         thereof, (iv) any matters relating to Hazardous Materials or
         Environmental Laws that may impair, or threaten to impair, Lenders'
         security interest in the Real Property or any Obligor's ability to
         perform any of its obligations under this Agreement when such
         performance is due or (v) any other condition, circumstance, occurrence
         or event which could reasonably be expected to result in a material
         liability of any Company under any Environmental Law;


                                      -74-
<PAGE>


                  (h) Auditors' Reports. Promptly upon receipt thereof, copies
         of all reports submitted to any Company by independent certified public
         accountants in connection with each annual, interim or special audit of
         such Company's books made by such accountants, including, without
         limitation, any management letter commenting on any Company's internal
         controls submitted by such accountants to management at any time;

                  (i) Annual Budgets. As soon as practicable and in any event
         within 60 days after the beginning of each fiscal year of Borrower, a
         consolidated plan and financial forecast for such fiscal year,
         including without limitation (a) a forecasted consolidated balance
         sheet and forecasted consolidated statements of income and cash flows
         of Borrower and its Consolidated Subsidiaries for such fiscal year,
         together with an Officer's Certificate demonstrating pro forma
         compliance for such fiscal year with Section 9.11 and an explanation of
         the assumptions on which such forecasts are based and (b) forecasted
         consolidated statements of income and cash flows of Borrower and its
         Consolidated Subsidiaries for each month of each such fiscal year,
         together with an explanation of the assumptions on which such forecasts
         are based;

                  (j) Lien Matters. Written notice of (1) the incurrence of any
         Lien (other than Permitted Liens) on, or claim asserted against any of,
         the Collateral or (2) the occurrence of any other event which is
         reasonably likely to result in a Material Adverse Effect of the type
         described in clause (d) of the definition thereof;

                  (k) Notice of Material Adverse Effect or Material Adverse
         Change. Written notice of the occurrence of any event or condition
         which has had or has resulted in any Material Adverse Effect or any
         Material Adverse Change;

                  (l) Governmental Filings and Notices. Promptly after request
         by the Administrative Agent, copies of any other reports or documents
         that were filed by any Company with any Governmental Agency;

                  (m) ERISA Information. Promptly upon the occurrence of any
         ERISA Event that, alone or together with any other ERISA Events that
         have occurred, is reasonably likely to result in liability to the
         Companies in an aggregate amount exceeding $250,000, a written notice
         specifying the nature thereof, what action Borrower, its Subsidiaries
         or other ERISA Entity have taken, are taking or propose to take with
         respect thereto, and, when known, any action taken or threatened by the
         Internal Revenue Service, Department of Labor, PBGC or Multiemployer
         Plan sponsor with respect thereto;

                  (n) ERISA Filings, Etc. Upon request by the Administrative
         Agent, copies of: (i) each Schedule B (Actuarial Information) to the
         annual report (Form 5500 Series) filed by Borrower, its Subsidiaries or
         ERISA Affiliates with the Internal Revenue Service with respect to each
         Plan; (ii) the most recent actuarial valuation report for each Plan;
         (iii) all notices received by Borrower or any of its Subsidiaries or
         ERISA Affiliates from a Multiemployer Plan sponsor or any governmental
         agency concerning an ERISA Event; and (iv) such other documents or
         governmental reports or filings relating to any Employee Benefit Plan
         as the Administrative Agent shall reasonably request;

                  (o) Subordinated Debt Notices. Promptly following the mailing
         or receipt of any notice or report delivered under the terms of any
         Subordinated Debt, copies of such notice or report;


                                      -75-
<PAGE>


                  (p) Name and Location Changes. Promptly, written notice of any
         change (i) in such Company's corporate name or in any trade name used
         to identify it in the conduct of its business or in the ownership of
         its properties, (ii) in the location of such Obligor's chief executive
         office, its principal place of business, any office in which it
         maintains books or records relating to Collateral owned by it or any
         office or facility at which Collateral owned by it is located
         (including the establishment of any such new office or facility), (iii)
         in such Company's identity or corporate structure, (iv) resulting in
         any tangible Collateral being located in any jurisdiction in which a
         financing statement must be, but has not been, filed in order to
         perfect the Collateral Agent's Liens, or (v) in such Company's Federal
         Taxpayer Identification Number (to the extent applicable); each Company
         will not effect or permit any change referred to in the preceding
         sentence unless all filings have been made under the UCC or otherwise
         that are required in order for the Collateral Agent to continue at all
         times following such change to have a valid, legal and perfected
         security interest in all the Collateral; and

                  (q) Miscellaneous. Promptly, such financial and other
         information with respect to any Company as any Creditor may from time
         to time reasonably request.

                  9.02. Litigation, Etc. Borrower shall promptly give to the
Administrative Agent and each Lender notice of all Proceedings, and any material
development thereof, affecting any Company, except Proceedings which could not
reasonably be expected to have (individually or in the aggregate) a Material
Adverse Effect.

                  9.03. Existence; Compliance with Law; Payment of Taxes;
Inspection Rights; Performance of Obligations; Etc. Each Company shall (i)
preserve and maintain its legal existence and all of its material rights,
privileges and franchises (provided, however, that nothing in this Section 9.03
shall prohibit any transaction expressly permitted under Section 9.06); (ii)
except as is not reasonably likely to have (individually or in the aggregate) a
Material Adverse Effect, comply with the requirements of all applicable laws,
rules, regulations and orders of Governmental Authorities; (iii) except as is
not reasonably likely to have (individually or in the aggregate) a Material
Adverse Effect, timely file true, accurate and complete tax returns required by
all Governmental Authorities and pay and discharge all Taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its Property prior to the date on which any penalties attach thereto
(except for any such Tax, assessment, charge or levy the payment of which is
being contested in good faith and by proper proceedings and against which
adequate reserves are being maintained in accordance with GAAP); (iv) maintain
all of its Properties used or useful in its business in good working order and
condition, ordinary wear and tear excepted, except to the extent that the
failure to do so with respect to any such Property is not reasonably likely to
have (individually or in the aggregate) a Material Adverse Effect; (v) permit
representatives of any Creditor during normal business hours and upon reasonable
notice to examine, copy and make extracts from its books and records, to inspect
its Properties, and to discuss its business and affairs with its officers and
employees, all to the extent reasonably requested by such Creditor; (vi) allow
the Lead Arrangers and Administrative Agent to consult with Borrower's
independent public accountants and auditors with respect to the financial
affairs of the Companies (and the Lead Arrangers are expressly authorized to
disclose any information obtained to the Lenders) and authorize such accountants
to disclose to the Lead Arrangers and the Lenders any and all financial
statements and other supporting financial documents and schedules including
copies of any management letter with respect to the business, financial
condition and other affairs of the Companies; at the request of the Lead
Arrangers, Borrower shall deliver a letter addressed to such accountants
instructing them to comply with the provisions of this Section 9.03(vi); (vii)
perform in all respects all of its Contractual Obligations, except where such
failure to so perform, singly or in the aggregate with all other such failures,
is not reasonably likely to have a Material Adverse Effect; and (viii) keep
proper books of record and accounts, in which full and correct entries shall be
made of all financial transactions and the Property and business of each Company
in accordance

                                      -76-
<PAGE>


with GAAP in effect from time to time or as otherwise required by applicable
rules and regulations of any Governmental Authority having jurisdiction over
such Company.

                  9.04. Insurance. (a) Each Company shall maintain, with
financially sound and reputable insurers, insurance of the kinds and in the
amounts customarily insured against by companies engaged in the same or similar
businesses and similarly situated (including business interruption insurance)
and any insurance required by law. Each Company shall pay all insurance premiums
payable by it as and when due. Borrower will advise the Administrative Agent and
the Collateral Agent promptly of any material policy cancellation, reduction or
amendment. Borrower will not, and will not permit any Subsidiary to, materially
modify any of the provisions of any policy with respect to casualty insurance
without delivering the original copy of the endorsement reflecting such
modification to the Administrative Agent and the Collateral Agent. With respect
to the Collateral, each Company shall also maintain all insurance coverage that
may be required under any other Credit Document in such form, amounts and
coverage as is reasonably satisfactory to the Administrative Agent and the
Collateral Agent.

                  (a) All policies of insurance required to be maintained by any
Obligor must name the Collateral Agent on behalf of the Creditors as loss payee
(in the case of property insurance) or additional insured (in the case of
liability insurance), as applicable, or certificate holder (in the case of
workers' compensation insurance) and must provide that no cancellation,
non-renewal or modification (including reduced coverage) of the policies will be
made without thirty days' prior written notice to the Collateral Agent and if
the insurance carrier shall have received written notice from the Administrative
Agent of the occurrence and continuance of an Event of Default, the insurance
carrier shall pay all proceeds otherwise payable to any Obligor under such
policies directly to the Collateral Agent.

                  (b) The Obligors shall give immediate written notice of any
loss in excess of $10.0 million to the insurance carrier and to Administrative
Agent and the Collateral Agent. Each Obligor hereby irrevocably authorizes and
empowers the Administrative Agent, as its attorney-in-fact coupled with an
interest, if any Default shall have occurred or such loss is reasonably likely
to be materially adverse to the Lenders, to make proof of loss, to adjust and
compromise any claim under insurance policies, to appear in and prosecute any
action rising from such insurance policies, to collect and receive insurance
proceeds, and to deduct therefrom the Administrative Agent's expenses incurred
in the collection of such proceeds. Nothing contained in this Section 9.04(c),
however, shall require the Administrative Agent to incur any expense or take any
action hereunder.

                  (c) Each policy of insurance obtained or maintained by any
Company shall: (i) be written by financially responsible companies selected by
Borrower and having an A.M. Best rating of "A" or better and being in a
financial size category of XII or larger, or by other companies reasonably
acceptable to the Administrative Agent; (ii) waive all rights of subrogation of
the insurers against the Creditors; (iii) waive any right of the insurers to set
off or counterclaim or to make any other deduction, whether by way of attachment
or otherwise, as against any Creditor; (iv) waive all claims for insurance
premiums or commissions or additional premiums or assessments against the
Creditors; and (v) provide that, except in the case of third-party liability
insurance, the proceeds of any loss affecting any Property which is Collateral
(including Real Property) or interests therein shall be applied in accordance
with the terms of this Agreement.

                  (d) If at any time the area in which any Mortgaged Real
Property is located is designated (i) a "flood hazard area" on any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), Borrower shall obtain flood insurance in such total amount as
the Administrative Agent or the Majority Lenders may from time to time
reasonably require, and otherwise comply with the National Flood Insurance
Program as set forth in the Flood Disaster Protection Act of 1973, as amended
from time to time, or (ii) a "Zone 1" area, Borrower shall obtain


                                      -77-
<PAGE>


earthquake insurance in such total amount as the Administrative Agent or the
Majority Lenders may reasonably require; provided, however, that Borrower shall
not, unless required by applicable law pertaining to Borrower or any Creditor,
be required to obtain any insurance described in this Section 9.04(e) if not
available at commercially reasonable rates.

                  9.05. Limitation on Lines of Business. No Company shall
directly or indirectly engage to any material extent in any line or lines of
business activity other than the business of the type conducted by Borrower and
the Subsidiaries as of the Closing Date or any business related, ancillary or
complementary thereto.

                  9.06. Limitation on Fundamental Changes, Acquisitions and
Dispositions. No Company shall, directly or indirectly, in a single transaction
or series of transactions, on or after the Closing Date, (1) merge, consolidate
or amalgamate with or into any Person (other than pursuant to the Transactions
on the Closing Date), or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), (2) effect any Acquisition, or (3) effect any
Disposition (or agree to do any of the foregoing). Notwithstanding the foregoing
provisions of this Section 9.06, each of the following shall be permitted:

                  (a) purchases and sales of Property to be sold or used in the
         ordinary course of business;

                  (b) the pledge of the Collateral pursuant to the Security
         Documents and the incurrence of any Permitted Lien;

                  (c) the merger, consolidation, dissolution or liquidation of
         (1) any Subsidiary with or into (i) Borrower if Borrower shall be the
         continuing or surviving corporation or (ii) any Qualified Subsidiary if
         such Qualified Subsidiary shall be the continuing or surviving
         corporation, and (2) any Subsidiary that is not a Qualified Subsidiary
         with or into any other Subsidiary that is not a Qualified Subsidiary;

                  (d) Dispositions by (1) any Company to Borrower or to any
         Qualified Subsidiary or (2) any Subsidiary that is not a Qualified
         Subsidiary to any other Subsidiary that is not a Qualified Subsidiary;

                  (e) Dispositions of used, worn out, obsolete or surplus
         Property by any Company in the ordinary course of business;

                  (f) sale or discount, in each case without recourse, of
         accounts receivable past due arising in the ordinary course of
         business, but only in connection with the compromise or collection
         thereof; provided, however, that in no event may any Company enter into
         any factoring or securitization program with respect to receivables
         other than pursuant to Section 9.06(p);

                  (g) any Disposition by Borrower or any Subsidiary for fair
         market value not to exceed $15.0 million in the aggregate in any fiscal
         year of Borrower and $50.0 million in the aggregate since the Closing
         Date; provided, however, that the Net Available Proceeds therefrom are
         applied as specified in Section 2.10(a)(iv);

                  (h) any Disposition of all of the Equity Interests of, or all
         or substantially all of the assets of, Thermal Industries, Inc.;
         provided, however, that the Net Available Proceeds therefrom are
         applied as specified in Section 2.10(a)(iv);


                                      -78-
<PAGE>


         (i) Acquisitions by Borrower or any Qualified Subsidiary; provided,
however, that each Acquisition under this Section 9.06(i) shall satisfy each of
the following conditions:

                  (i) the Loans to be made on the Closing Date shall have been
         made, and the Transactions shall have been consummated;

                  (ii) no Default then exists or would result therefrom;

                  (iii) immediately after giving effect to such Acquisition,
         Borrower would be in compliance with Section 9.05;

                  (iv) after giving effect to such Acquisition on a Pro Forma
         Basis, (1) Borrower shall be in compliance with all of the Financial
         Maintenance Covenants, and, if the Acquisition Consideration for such
         Acquisition, together with the aggregate amount of the Acquisition
         Consideration for all Acquisitions (other than Acquisitions made
         pursuant to Section 9.06(m)) effected pursuant to this Section 9.06(i)
         since the Closing Date, exceeds $25.0 million, the Senior Leverage
         Ratio shall be less than 3.00:1:00, as of the Test Date immediately
         prior to the consummation thereof (assuming, for purposes of the
         Financial Maintenance Covenants and the Senior Leverage Ratio, that
         such Acquisition, and all other Acquisitions consummated since the
         first day of the relevant Measurement Period for each of the Financial
         Maintenance Covenants and the Senior Leverage Ratio ending on or prior
         to the date of such Acquisition, had occurred on the first day of such
         relevant Measurement Period), and the Lenders shall have been provided
         reasonably detailed calculations of such compliance and reasonable
         supporting data and information with respect thereto), and (2) as
         reasonably determined in good faith by Borrower at such time based on
         available information then known by Borrower, Borrower and the
         Subsidiaries can reasonably be expected to remain in compliance with
         the Financial Maintenance Covenants through the Final Maturity Date and
         to have sufficient cash liquidity to conduct their respective business
         and pay their respective debts and other liabilities as they come due;

                  (v) no Company shall, in connection with any such Acquisition,
         assume or remain liable with respect to any Indebtedness or other
         liability (including any tax or ERISA liability) of the related seller,
         except (1) to the extent permitted under Section 9.08 and, if after
         giving pro forma effect thereto, the representations and warranties of
         each Obligor in Section 8 would be true in all material respects, and
         (2) obligations of the seller or acquired Person or business incurred
         in the ordinary course of business and necessary or desirable to the
         continued operation of the underlying properties, and any other such
         liabilities or obligations not permitted to be assumed or otherwise
         supported by any of the Companies hereunder shall be paid in full or
         released as to the assets being so acquired on or before the
         consummation of such Acquisition;

                  (vi) the Properties acquired in connection with any such
         Acquisition shall be free and clear of any Liens, other than Permitted
         Liens;

                  (vii) the board of directors of the acquired Person shall not
         have indicated privately to any Company or publicly its opposition to
         the consummation of such Acquisition;

                  (viii) either (x) such Acquisition shall be effected through
         Borrower or a Qualified Subsidiary and the Person or business acquired
         shall at the time of


                                      -79-
<PAGE>


         consummation of such Acquisition be merged or combined or consolidated
         with or into a domestic Qualified Subsidiary or shall be at the time of
         consummation thereof a domestic Qualified Subsidiary or (y) the
         Acquisition Consideration for such Acquisition, together with the
         aggregate amount of the Acquisition Consideration for all other
         Acquisitions (other than Acquisitions made pursuant to Section 9.06(m))
         effected pursuant to this Section 9.06(i) that do not comply with
         clause (x) of this subparagraph (viii) since the Closing Date, shall
         not exceed $5.0 million;

                  (ix) with respect to any Acquisition involving Acquisition
         Consideration of more than $15.0 million, Borrower shall have provided
         not fewer than 30 days prior to the proposed closing thereof the
         Administrative Agent and the Lenders with (1) written notice thereof
         and a brief description of the material terms thereof and a brief
         description of the business or Person to be acquired, (2) historical
         financial statements for the last three fiscal years (or, if less, for
         the period of such Person's existence) of the Person or business to be
         acquired (audited if available without undue cost or delay) and
         unaudited financial statements thereof for the most recent interim
         period which are available, (3) reasonably detailed projections for the
         succeeding five years (or, if earlier, through the year in which the
         Final Maturity Date occurs) pertaining to the Person or business to be
         acquired, (4) copies of all material documentation pertaining to such
         Acquisition, and (5) all such other information and data relating to
         such Acquisition or the Person or business to be acquired as may be
         reasonably requested by the Administrative Agent or the Majority
         Lenders;

                  (x) Borrower shall have delivered to the Administrative Agent
         and the Lenders (x) an Officer's Certificate at least ten days prior to
         the date of consummation of such Acquisition (but in any event not
         earlier than a date which would result in the Test Date occurring on or
         immediately prior to the consummation of such Acquisition being more
         than 135 days prior to the date of consummation of such Acquisition)
         certifying that (1) such Acquisition complies with this Section 9.06(i)
         (which shall have attached thereto reasonably detailed backup data and
         calculations showing such compliance), and (2) such Acquisition is not
         reasonably likely to have a Material Adverse Effect and (y) financial
         statements referred to in clause (ix) of this Section 9.06(i) for the
         most recently ended fiscal period if the latest financial statements
         previously delivered pursuant to clause (ix) cover a period ending more
         than 135 days before the date of consummation of such Acquisition; and

                  (xi) the Acquisition Consideration for such Acquisition,
         together with the aggregate amount of the Acquisition Consideration for
         all Acquisitions (other than Acquisitions made pursuant to Sections
         9.06(m) and 9.06(o) below) effected pursuant to this Section 9.06(i)
         since the Closing Date, shall not exceed $100.0 million, plus the then
         available amount of the Designated Equity Issuance Proceeds but not to
         exceed $30.0 million;

         (j) transfers resulting from any casualty or condemnation of Property;

         (k) licenses or sublicenses by any Company of software, trademarks and
other intellectual property and general intangibles and leases, licenses or
subleases of other property in the ordinary course of business and which do not
materially interfere with the business of any Company, and any lease or sublease
of the properties listed on Schedule 9.06(k);


                                      -80-
<PAGE>


                  (l) any consignment arrangements or similar arrangements for
         the sale of assets in the ordinary course of business of any Company;

                  (m) Acquisitions not otherwise permitted hereunder by Borrower
         or any Subsidiary; provided, however, that (1) the sole consideration
         provided therefor by any Company is Qualified Capital Stock of
         Holdings, and (2) such Acquisition shall comply with each of clauses
         (i), (ii), (iii), (iv), (v), (vi), (vii), (viii)(x), (ix) and (x) of
         Section 9.06(i) (with references therein to Section 9.06(i) being
         deemed references to this Section 9.06(m));

                  (n) the making of Investments permitted by Section 9.09 and
         the liquidation in the ordinary course of business of (A) Permitted
         Investments and (B) Investments made pursuant to Section 9.09(a);

                  (o) the Superior Acquisition to the extent consummated prior
         to a prepayment of Term Loans in accordance with Section 2.10(a)(vii);

                  (p) the sale, transfer or discount of Accounts and related
         assets pursuant to any Permitted Receivables Transaction; provided,
         however, that no Default or Event of Default shall then exist or would
         arise therefrom; and

                  (q) Dispositions pursuant to Section 9.30.

To the extent the Majority Lenders waive the provisions of this Section 9.06
with respect to the sale or other disposition of any Collateral, or any
Collateral is sold or otherwise disposed of as permitted by this Section 9.06
(other than to any Obligor), such Collateral in each case shall be sold or
otherwise disposed of free and clear of the Liens created by the Security
Documents and the Administrative Agent shall take such actions as are
appropriate in connection therewith.

                  9.07. Limitation on Liens and Related Matters. No Company
shall, directly or indirectly, create, incur, assume or suffer to exist any Lien
upon or with respect to any of its Property, whether now owned or hereafter
acquired, or assign any right to receive income, or file or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute, except the following, which are herein
collectively referred to as "Permitted Liens":

                  (a) [Reserved];

                  (b) Liens imposed by any Governmental Authority for taxes,
         assessments or charges not yet due or which are being contested in good
         faith and by appropriate proceedings if adequate reserves with respect
         thereto are maintained on the books of the relevant Company, in
         accordance with GAAP;

                  (c) Liens imposed by law which were incurred in the ordinary
         course of business, such as carriers', warehousemen's, landlords' and
         mechanics' Liens and other similar Liens arising in the ordinary course
         of business, in each case for sums the payment of which is not required
         by Section 9.03;

                  (d) pledges or deposits under workers' compensation,
         unemployment insurance and other social security legislation or the
         deposits securing the liability to insurance carriers and entered into
         in the ordinary course of business;


                                      -81-
<PAGE>


                  (e) pledges or deposits to secure the performance of bids,
         trade contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (f) easements, rights-of-way, restrictions or minor defects or
         irregularities in title incurred in the ordinary course of business and
         encumbrances consisting of zoning restrictions, easements, licenses,
         restrictions on the use of Real Property or minor imperfections in
         title thereto which, in the aggregate, are not material in amount, and
         which do not in any case materially detract from the value of the Real
         Property subject thereto or interfere with the ordinary conduct of the
         business of any Company;

                  (g) Liens upon tangible personal Property acquired after the
         Closing Date by Borrower or any Subsidiary, each of which Liens either
         (A) existed on such Property before the time of its acquisition and was
         not created in anticipation thereof, or (B) was created solely for the
         purpose of securing Indebtedness representing, or incurred to finance
         or refinance, the cost of such Property or improvements thereon;
         provided, however, that (1) no such Lien shall extend to or cover any
         Property of any Company other than the Property so acquired and
         improvements thereon and proceeds thereof, and (2) the principal amount
         of Indebtedness secured by any such Lien shall at no time exceed 100%
         of the fair market value of such Property at the time it was acquired;

                  (h) Liens existing on any Property of any Person at the time
         such Property is acquired or such Person becomes a Subsidiary or is
         merged or consolidated with or into a Subsidiary and, in each case, not
         created in contemplation of or in connection with such event; provided,
         however, that such Liens do not extend to any other Property of any
         Company;

                  (i) Liens not otherwise permitted hereunder securing
         obligations of Borrower or any Subsidiary at any time not exceeding in
         the aggregate $7.5 million;

                  (j) Liens securing obligations under Swap Contracts with any
         Creditor to the extent such Swap Contract relates to the Loans and only
         so long as the Obligations are secured by the same collateral on at
         least a pari passu basis;

                  (k) Liens consisting of judgment or judicial attachment Liens
         (including prejudgment attachment) in existence less than 60 days after
         the entry thereof or the enforcement of which is effectively stayed or
         payment of which is covered in full (subject to a customary deductible)
         by insurance or which do not otherwise result in an Event of Default
         under Section 10(h);

                  (l) Liens securing obligations in respect of Capital Leases
         solely on Property subject to such Capital Leases;

                  (m) leases or subleases granted to third Persons not
         interfering in any material respect with the business of any Company;

                  (n) Liens arising from UCC financing statements regarding
         leases permitted by this Agreement;

                  (o) any interest or title of a lessor or sublessor under any
         lease permitted by this Agreement;


                                      -82-
<PAGE>


                  (p) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of custom duties in connection
         with the importation of goods so long as such Liens attach only to the
         imported goods;

                  (q) Liens arising out of consignment or similar arrangements
         for the sale of goods entered into by any Company in the ordinary
         course of business;

                  (r) Liens created under the Credit Documents securing the
         obligations owing to the Creditors;

                  (s) any extension, renewal or replacement of the foregoing;
         provided, however, that the Liens permitted by this Section 9.07(s)
         shall not cover any additional principal amount of Indebtedness or
         Property (other than like Property substituted for Property covered by
         such Lien);

                  (t) Liens on Accounts or related assets of any Receivables Co.
         created in connection with a Permitted Receivables Transaction; and

                  (u) Liens in connection with sale and leaseback transactions
         permitted pursuant to Section 9.30 that are customarily incurred in
         connection with such transactions;

provided, however, that no consensual Liens shall be permitted to exist,
directly or indirectly, on any Pledged Securities (as defined in the Security
Agreement), other than Liens granted pursuant to the Security Documents.

                  Except with respect to (i) specific Property encumbered
pursuant to a Permitted Lien or (ii) specific Property to be sold pursuant to an
executed agreement with respect to a Disposition consummated in accordance with
this Agreement, no Company will directly or indirectly enter into any agreement
on or after the Closing Date prohibiting or restricting in any manner (directly
or indirectly and including by way of covenant, representation or warranty or
event of default) the creation or assumption of any Lien upon its Property,
whether now owned or hereafter acquired, except pursuant to the Credit
Documents, the Transaction Documents and the Senior Subordinated Notes
Indenture, and any Permitted Refinancing of any thereof (so long as such
Permitted Refinancing is not more restrictive in such regard than the
Indebtedness being refinanced) so long as not directly or indirectly restricting
the granting of any Lien securing the Obligations, and any agreements in
connection with any Permitted Receivables Transaction permitted hereby (in which
case, any prohibition or limitation shall only be effective against the Accounts
and related cash which are the subject thereof).

                  9.08. Prohibition on Disqualified Capital Stock; Limitation on
Indebtedness and Contingent Obligations. No Company shall directly or indirectly
issue or permit to be outstanding any of its Disqualified Capital Stock, other
than Disqualified Capital Stock issued to and held by Borrower or any Qualified
Subsidiary. No Company shall, directly or indirectly, incur any Indebtedness or
any Contingent Obligation, except (each of which shall be given independent
effect) for the following:

                  (a) the Loans and the other Obligations (including the
         Guarantees) under the Credit Documents;

                  (b) (i) the Senior Subordinated Notes (less all repayments and
         prepayments thereof) and (ii) Permitted Refinancings of the Senior
         Subordinated Notes;

                  (c) (i) the Add-on Notes (less all repayments and prepayments
         thereof) and (ii) Permitted Refinancings of the Add-on Notes;


                                      -83-
<PAGE>


                  (d) [Reserved];

                  (e) (x) Indebtedness and Contingent Obligations of Borrower or
         any Subsidiary owing to Borrower or any Qualified Subsidiary and (y)
         Indebtedness and Contingent Obligations of any Subsidiary that is not a
         Qualified Subsidiary owed to any other Subsidiary that is not a
         Qualified Subsidiary; provided, however, that (1) such Indebtedness
         shall be evidenced by an Intercompany Note which (other than if issued
         by or held by a Foreign Subsidiary) shall be pledged to the Collateral
         Agent on behalf of the Creditors pursuant to the Security Agreement and
         (2) such Indebtedness and Contingent Obligations shall not be held by
         any Person other than Borrower or a Qualified Subsidiary and shall not
         be subordinate to any other Indebtedness or Contingent Obligations or
         other obligation of the obligor unless also subordinated to the Loans
         on terms no less favorable to the Lenders than that of any other
         creditor;

                  (f) Contingent Obligations in respect of operating leases;

                  (g) Indebtedness and Contingent Obligations arising from
         honoring a check, draft or similar instrument against insufficient
         funds; provided, however, that such Indebtedness is extinguished within
         two Business Days of its incurrence;

                  (h) Swap Contracts;

                  (i) Contingent Obligations of Borrower, Holdings or any
         Subsidiary in respect of Indebtedness or other liabilities of Borrower
         or any Subsidiary to the extent that the existence of such Indebtedness
         or other liabilities is not prohibited under this Agreement;

                  (j) Contingent Obligations in connection with Dispositions
         permitted under Section 9.06, arising in connection with
         indemnification and other agreements in respect of any contract
         relating to such Disposition, not to exceed the consideration received
         by Borrower or any Subsidiary in connection with such sale and
         excluding, however, in all cases any Contingent Obligation with respect
         to any obligation of any third person incurred in connection with the
         acquisition of the Property which is the subject of such Disposition;

                  (k) (i) Indebtedness and Contingent Obligations of Borrower
         and the Subsidiaries (including Permitted Refinancings thereof) secured
         by Liens permitted under Section 9.07(g) or (l) (and extensions,
         renewals or replacements thereof pursuant to Section 9.07(s)) not
         exceeding (together with any Permitted Refinancing thereof) $25.0
         million in the aggregate at any time outstanding for Borrower and the
         Subsidiaries collectively and (ii) in addition to and not in limitation
         of clause (k)(i), Indebtedness of Borrower and its Subsidiaries of up
         to $10.0 million in the aggregate at any time outstanding created by
         converting operating leases in existence on the Closing Date to Capital
         Leases secured by Liens permitted under Section 9.07(l) (and
         extensions, renewals or replacements thereof pursuant to Section
         9.07(s));

                  (l) Indebtedness of a Person that becomes a Subsidiary after
         the date hereof; provided, however, that (1) such Indebtedness existed
         at the time such Person became a Subsidiary and was not created in
         connection with or in anticipation thereof, (2) immediately after
         giving effect to the acquisition of such Person by Borrower no Default
         shall have occurred and be continuing, and (3) the aggregate amount of
         Indebtedness outstanding at any time pursuant to this Section 9.08(l)
         shall not exceed $10.0 million for all Subsidiaries;

                  (m) Indebtedness and Contingent Obligations incurred by
         Borrower or any Subsidiary, and any Permitted Refinancing thereof, not
         to exceed in the aggregate at any time


                                      -84-
<PAGE>


         outstanding the excess of (1) $15.0 million over (2) the aggregate
         amount of Indebtedness outstanding pursuant to Section 9.08(l);

                  (n) Indebtedness and Contingent Obligations of any Receivables
         Co. incurred in connection with a Permitted Receivables Transaction
         consisting of (i) Indebtedness in an aggregate amount at any time not
         to exceed $75.0 million and (ii) Indebtedness of any Company to any
         Receivables Co. in connection with any Permitted Receivables
         Transaction;

                  (o) Guaranty Obligations of any Company in respect of recourse
         events in connection with any Permitted Receivables Transaction; and

                  (p) Subordinated Debt of Holdings incurred to redeem Equity
         Interests (other than Disqualified Capital Stock) held by current or
         former employees, directors or consultants of any Company (or their
         estates or beneficiaries of their estates) in an aggregate amount at
         any time not to exceed the excess of (1) $20.0 million less (2) the
         aggregate cash consideration paid, or distributions made, pursuant to
         Section 9.10(b)(ii); provided that (i) no such Subordinated Debt shall
         permit or require the payment of cash interest, (ii) the subordination
         terms of such Subordinated Debt shall be at least as favorable to the
         Creditors as the subordination terms contained in an Intercompany Note
         and (iii) any such Subordinated Debt shall at all times be held by the
         Person (or their estates or beneficiaries of their estates) whose
         Equity Interests were redeemed through the incurrence of such
         Subordinated Debt.

                  All intercompany debt shall be unsecured and subordinate in
right of payment (to the same extent as the subordination provisions set forth
in Exhibit B hereto) to the Obligations. Each Obligor, by its execution and
delivery of this Agreement, hereby agrees to subordinate its right of payment
under any intercompany debt owed to it by Borrower or any Subsidiary to the full
and complete payment and performance of the Obligations. No Obligor shall incur
any Subordinated Debt unless such Subordinated Debt shall be subordinated to the
Obligations at least to the same extent and for so long as such Subordinated
Debt is subordinated to any other Indebtedness pursuant to documentation
reasonably acceptable to the Administrative Agent.

                  9.09. Limitation on Investments; Limitation on Creation of
Subsidiaries. No Company shall, directly or indirectly, make or permit to remain
outstanding any Investment, except for the following:

                  (a) operating deposit accounts and certificates of deposit
         with banks in the ordinary course of business;

                  (b) Permitted Investments;

                  (c) Investments by any Company in Borrower or any Qualified
         Subsidiary or in any Subsidiary if as a result thereof or in connection
         therewith such Subsidiary becomes a Qualified Subsidiary (provided that
         no Investment will be permitted in respect of any Subsidiary with
         respect to which Borrower has not complied with Section 9.20);

                  (d) Investments outstanding on the Closing Date and identified
         on Schedule 9.09 and any renewals, amendments and replacements thereof
         that do not increase the amount thereof;

                  (e) Investments that constitute Indebtedness or Contingent
         Obligations permitted under Section 9.08;


                                      -85-
<PAGE>


                  (f) advances, loans or extensions of credit by any Company to
         (1) employees of any Company in the ordinary course of business;
         provided, however, that the aggregate amount of all such loans,
         advances and extensions of credit shall not at any time exceed in the
         aggregate $2.0 million (without giving effect to any write-down or
         write-off thereof) and (2) employees of any Company in connection with
         stock option plans so long as (x) such loans do not involve cash
         payments by any Company and (y) no Company incurs any obligations at
         any time to repurchase the stock so purchased;

                  (g) extensions of credit in the nature of accounts receivable
         or notes receivable arising from the sale or lease of goods or services
         in the ordinary course of business;

                  (h) pledges or deposits required in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other social security or similar legislation;

                  (i) pledges or deposits in connection with (i) the
         non-delinquent performance of bids, trade contracts (other than for
         borrowed money), leases or statutory obligations, (ii) contingent
         obligations on surety or appeal bonds, and (iii) other non-delinquent
         obligations of a like nature, in each case incurred in the ordinary
         course of business;

                  (j) Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (k) Borrower and the Subsidiaries may hold additional
         Investments in any Subsidiary which is not a Qualified Subsidiary to
         the extent that such Investments reflect an increase in the
         stockholders' equity of such Subsidiary resulting from retained
         earnings of such Subsidiary;

                  (l) Investments by any Subsidiary (other than a Qualified
         Subsidiary) in any other Subsidiary (other than a Qualified
         Subsidiary);

                  (m) Capital Expenditures permitted by Section 9.11(e);

                  (n) Investments by any Company in any Subsidiary which is not
         a Qualified Subsidiary to the extent made in the ordinary course to
         fund or support the ordinary course operations of such Subsidiary so
         long as no Default shall have occurred and be continuing; provided,
         however, that (1) the amount of such Investments made pursuant to this
         clause (n) shall not exceed $2.5 million in the aggregate outstanding
         at any time (without giving effect to any write-down or write-off
         thereof), and (2) all such Investments which are Indebtedness shall be
         evidenced by Intercompany Notes, which shall be pledged to Collateral
         Agent pursuant to the Security Agreement;

                  (o) Borrower or any Subsidiary may hold the Equity Interests
         of any Subsidiary existing on the Closing Date or created or acquired
         thereafter in accordance with the provisions hereof and any additional
         Equity Interests issued in exchange therefor or as a dividend thereon;

                  (p) Investments for the creation of any Wholly Owned Foreign
         Subsidiary which is a foreign sales corporation consisting of de
         minimis capitalization;

                  (q) Investments consisting of non-cash consideration received
         in the form of securities, notes or similar obligations in connection
         with any Disposition permitted by Section 9.06(g)


                                      -86-
<PAGE>


         (which shall not be subordinated by its terms to any obligations of the
         issuer thereof); provided, however, that (1) the aggregate amount of
         such non-cash consideration received in connection with any such
         Disposition shall not exceed 20% of the total consideration received in
         connection with such Disposition, (2) such non-cash consideration is
         pledged pursuant to the appropriate Security Document, and (3) the
         aggregate amount of such Investments made and outstanding at any time
         shall not exceed $7.5 million (without giving effect to any write-downs
         or write-offs thereof);

                  (r) Investments by Foreign Subsidiaries in high quality
         investments of the type similar to Permitted Investments made outside
         the United States;

                  (s) Permitted Acquisitions;

                  (t) Investments by Borrower or any Subsidiary in any joint
         venture so long as after giving effect thereto Borrower shall be in
         compliance with Section 9.05 and the aggregate amount thereof
         outstanding at any time (without giving effect to any write-downs or
         write-offs thereof, but net of any cash returns of capital, cash
         dividends and cash distributions received in respect thereof) does not
         exceed $7.5 million;

                  (u) in addition to the foregoing, other Investments by
         Borrower or any Subsidiary not exceeding in the aggregate outstanding
         at any time (without giving effect to any write-downs or write-offs
         thereof, but net of any cash returns of capital, cash dividends and
         cash distributions received in respect thereof) $7.5 million; and

                  (v) any Investment which, in the good faith judgment of such
         Company, is reasonably necessary in connection with, and pursuant to,
         any Permitted Receivables Transaction.

                  No Company shall, directly or indirectly, create or acquire
any Subsidiary without the prior written consent of the Majority Lenders, which
consent shall not be unreasonably withheld; provided, however, that the
provisions of this paragraph shall not require any consent hereunder for (I) the
creation or acquisition of direct or indirect Wholly Owned Subsidiaries so long
as Section 9.20 is complied with at the time of formation or acquisition
thereof, (II) the creation or acquisition of any Subsidiary which is not a
Wholly Owned Subsidiary so long as the Investment made in connection therewith
complies with this Section 9.09 at the time of formation or acquisition thereof
and (III) the creation of any Receivables Co. in connection with a Permitted
Receivables Transaction.

                  9.10. Limitation on Dividend Payments. No Company shall,
directly or indirectly, declare or make any Dividend Payment at any time,
except:

                  (a) any Subsidiary may declare and make Dividend Payments to
         Borrower or any Subsidiary to the extent made pro rata to all holders
         of Equity Interests thereof; and

                  (b) so long as no Default has occurred and is continuing or
         would arise therefrom, Borrower may make Dividend Payments to Holdings
         if the proceeds thereof are used at the time of such Dividend Payment
         by Holdings (and Holdings may use such Dividend Payments by Borrower as
         set forth below):

                           (i) to pay out-of-pocket expenses, for
                  administrative, legal and accounting services provided by
                  third parties that are reasonable and customary and incurred
                  in the ordinary course of business for the professional
                  services, or to pay franchise fees and similar costs;


                                      -87-
<PAGE>


                           (ii) to redeem Equity Interests (other than
                  Disqualified Capital Stock) held by current or former
                  employees, directors or consultants of any Company (or their
                  estates or beneficiaries of their estates); provided, however,
                  that the aggregate cash consideration paid, or distributions
                  made, pursuant to this clause (b)(ii) shall not exceed $15.0
                  million in the aggregate since the Closing Date, plus, in each
                  case, the proceeds of any Excluded Equity Issuance consummated
                  substantially contemporaneously with such purchase or
                  redemption; and

                           (iii) to fund a portion of the Transactions on the
                  Closing Date in the manner contemplated by the Transaction
                  Documents.

                  9.11. Financial Covenants.

                  (a) Maximum Total Leverage Ratio. The Total Leverage Ratio
shall not, as of any Test Date during any period set forth in the table below,
exceed the ratio set forth opposite such period in the table below:

<Table>
<Caption>
                  Period                                            Ratio
                  ------                                            -----
<S>                                                                 <C>
                  Closing Date through September 30, 2004           4.95x
                  October 1, 2004 through September 30, 2005        4.75x
                  October 1, 2005 through September 30, 2006        4.25x
                  October 1, 2006 through September 30, 2007        3.75x
                  October 1, 2007 through September 30, 2008        3.25x
                  October 1, 2008 and thereafter                    3.00x
</Table>

                  (b) [Reserved].

                  (c) Minimum Interest Coverage Ratio. The Interest Coverage
Ratio shall not, as of any Test Date during any period set forth in the table
below, be less than the ratio set forth opposite such period in the table below:

<Table>
<Caption>
                  Period                                            Ratio
                  ------                                            -----
<S>                                                                 <C>
                  Closing Date through September 30, 2004           2.25x
                  October 1, 2004 through September 30, 2005        2.25x
                  October 1, 2005 through September 30, 2006        2.50x
                  October 1, 2006 through September 30, 2007        2.50x
                  October 1, 2007 through September 30, 2008        2.75x
                  October 1, 2008 and thereafter                    3.00x
</Table>

                  (d) Minimum Fixed Charge Coverage Ratio. The Fixed Charge
Coverage Ratio shall not, as of any Test Date during any period set forth in the
table below, be less than the ratio set forth opposite such period in the table
below:


                                      -88-
<PAGE>


<Table>
<Caption>
                  Period                                            Ratio
                  ------                                            -----
<S>                                                                 <C>
                  Closing Date through September 30, 2004           1.25x
                  October 1, 2004 through September 30, 2005        1.25x
                  October 1, 2005 through September 30, 2006        1.25x
                  October 1, 2006 through September 30, 2007        1.25x
                  October 1, 2007 through September 30, 2008        1.25x
                  October 1, 2008 and thereafter                    1.25x
</Table>

                  (e) Capital Expenditures. Borrower shall not permit the
aggregate amount of Capital Expenditures made by Borrower and the Subsidiaries
to exceed (a) $25.0 million in the aggregate for the fiscal year ended December
31, 2003, (b) $25.0 million in the aggregate for the fiscal year ended December
31, 2004, (c) $26.0 million for the fiscal year ended December 31, 2005, (d)
$27.0 million for the fiscal year ended December 31, 2006, (e) $28.0 million for
the fiscal year ended December 31, 2007, (f) $29.0 million for the fiscal year
ended December 31, 2008, (g) $30.0 million for the fiscal year ended December
31, 2009 and (h) $31.0 million for the fiscal year ended December 31, 2010;
provided, however, that (x) if the aggregate amount of Capital Expenditures for
any fiscal year shall be less than the amount permitted for such fiscal year
(before giving effect to any carryover), then 75% of the amount of such
shortfall may be added to the amount of Capital Expenditures permitted for the
immediately succeeding (but not any other) fiscal year and (y) in determining
whether any amount is available for carryover, the amount expended in any fiscal
year shall first be deemed to be from the amount allocated to such year before
any carryover.

                  9.12. Pledge or Mortgage of Additional Collateral. Promptly,
and in any event within 30 days, after the acquisition of any Property (other
than Real Property) of the type that would have constituted Collateral at the
Closing Date (including the Equity Interests of any Subsidiary hereafter created
or acquired owned directly by Borrower or any Qualified Subsidiary) (the
"Additional Collateral") and after the creation or acquisition of any Wholly
Owned Subsidiary or other Subsidiary (so long as such creation or acquisition is
by Borrower or any Qualified Subsidiary), each Obligor shall take all action
reasonably necessary or desirable, if any, including the execution and delivery
of all such agreements, assignments, documents, registers and instruments
(including amendments to the Credit Documents) and the filing of appropriate
financing statements or other documents under the provisions of the UCC or
applicable requirements of any Governmental Authority in each of the offices
where such filing is necessary or appropriate, and the delivery of appropriate
equity certificates or control agreements, to grant (in the reasonable judgment
of the Collateral Agent or the Majority Lenders) to the Collateral Agent for the
benefit of the Creditors a duly perfected first priority Lien on such Property
pursuant to the appropriate Security Documents subject to Liens permitted under
Section 9.07(g) or (h); provided, however, that not more than 65% of the capital
stock of any Foreign Subsidiary (limited to "first-tier" Foreign Subsidiaries)
need be pledged. Notwithstanding the foregoing, the provisions of this paragraph
shall not apply to any Receivables Co. or any Equity Interest therein, so long
as any Permitted Receivables Transaction with respect thereto is in effect.

                  In the event that, after the Closing Date, any Obligor
(including any Qualified Subsidiary created or acquired on or after the Closing
Date) acquires or holds a fee interest with a market or book value of $1.0
million or more in any Real Property, such Obligor shall promptly and in any
event within 90 days of the date of acquisition of such Real Property by any
Obligor (i) take such actions and execute such documents as the Collateral Agent
shall reasonably require to confirm the Lien of an existing Mortgage, if
applicable, or to create a new Mortgage on such additional Real Property in
favor of the Collateral Agent and (ii) cause to be delivered to the Collateral
Agent, on behalf of the Creditors, the documents and instruments reasonably
requested by the Collateral Agent, including, without limitation, the following
items:


                                      -89-
<PAGE>


         (a) a Mortgage in favor of the Collateral Agent, for the benefit of the
Creditors, duly executed and acknowledged by each Obligor that is the owner of
or holder of any interest in such Mortgaged Real Property, and otherwise in form
for recording in the recording office of each political subdivision where each
such Mortgaged Real Property is situated, together with such certificates,
affidavits, questionnaires or returns as shall be required in connection with
the recording or filing thereof to create a Lien under applicable law, and such
UCC financing statements, all of which shall be in form and substance reasonably
satisfactory to the Collateral Agent, and any other instruments necessary to
grant a mortgage lien under the laws of any applicable jurisdiction;

         (b) with respect to each Mortgaged Real Property, such consents,
approvals, amendments, supplements, estoppels, tenant subordination agreements
or other instruments as shall reasonably be deemed necessary by the Collateral
Agent in order for the owner or holder of the fee interest constituting such
Mortgaged Real Property to grant the Lien contemplated by the Mortgage with
respect to such Mortgaged Real Property;

         (c) with respect to each Mortgage, a policy (or commitment to issue a
policy) of title insurance insuring (or committing to insure) the Lien of such
Mortgage as a valid first mortgage Lien on the Mortgaged Real Property and
fixtures described therein in the amount of 115% of the fair market value of
such Mortgaged Real Property which policies (or commitments) (each, a "Title
Policy") shall (A) be issued by the Title Company, (B) to the extent necessary,
include such reinsurance arrangements (with provisions for direct access, if
necessary) as shall be reasonably acceptable to the Collateral Agent, (C)
contain a "tie-in" or "cluster" endorsement (if available under applicable law)
(i.e., policies which insure against losses regardless of location or allocated
value of the insured property up to a stated maximum coverage amount), (D) have
been supplemented by such endorsements (or where such endorsements are not
available, opinions of special counsel, architects or other professionals
reasonably acceptable to the Collateral Agent to the extent that such opinions
can be obtained at a cost which is reasonable with respect to the value of the
Mortgaged Real Property subject to such Mortgage) as shall be reasonably
requested by the Collateral Agent (including, without limitation, endorsements
on matters relating to usury, first loss, last dollar, zoning, contiguity,
revolving credit, doing business, non-imputation, public road access, survey,
variable rate, environmental lien, separate tax lot, subdivision, lender
non-imputation and so-called comprehensive coverage over covenants and
restrictions), and (E) contain no exceptions to title other than exceptions
reasonably acceptable to the Collateral Agent;

         (d) with respect to each Mortgaged Real Property, such affidavits,
certificates, information (including financial data) and instruments of
indemnification (including, without limitation, a so-called "gap"
indemnification) as shall be required to induce the Title Company to issue the
Title Policy/ies (or commitment) and endorsements contemplated in subparagraph
(c) above;

         (e) evidence reasonably acceptable to the Collateral Agent of payment
by Borrower of all Title Policy premiums, search and examination charges, and
related charges, mortgage recording taxes, fees, charges, costs and expenses
required for the recording of the Mortgages and issuance of the Title Policies
referred to subparagraph (c) above;

         (f) with respect to each Mortgaged Real Property, copies of all Leases
in which Borrower or any Subsidiary holds the lessor's interest or other
agreements relating to possessory interests, if any; such agreement shall be
subordinate to the Lien of the Mortgage to be recorded against such Mortgaged
Real Property, either expressly by its terms or pursuant to a


                                      -90-
<PAGE>


subordination, non-disturbance and attornment agreement, and shall otherwise be
acceptable to the Collateral Agent;

                  (g) with respect to each Mortgaged Real Property, Borrower and
         each of its Subsidiaries shall have made all notifications,
         registrations and filings, to the extent required by, and in accordance
         with, all Governmental Real Property Disclosure Requirements applicable
         to such Mortgaged Real Property;

                  (h) Surveys with respect to each Mortgaged Real Property; and

                  (i) with respect to each Mortgage and Mortgaged Real Property,
         a legal opinion from counsel licensed in the state in which the
         Mortgaged Real Property is located in form and substance reasonably
         satisfactory to Collateral Agent.

If requested by the Administrative Agent or the Majority Lenders, Borrower shall
obtain at its sole expense and as soon as practicable but in any event not later
than 45 days after request therefor, Phase 1 environmental reports from an
environmental engineering firm reasonably acceptable to the Administrative Agent
with respect to any Real Property owned by any Company if not delivered on or
prior to the Closing Date.

                  The costs of all actions taken by the parties in connection
with the pledge of Additional Collateral or in connection with any Mortgage,
including reasonable costs of counsel for the Agents, shall be paid by the
Obligors promptly following written demand.

                  9.13. Security Interests; Further Assurances. Each Obligor
shall, promptly, upon the reasonable request of the Collateral Agent or any
Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Collateral Agent reasonably
necessary or desirable for the continued validity, perfection and priority of
the Liens on the Collateral covered thereby, or obtain any consents, including,
without limitation, landlord or similar lien waivers and consents, as may be
reasonably necessary or appropriate in connection therewith.

                  Each Obligor shall deliver or cause to be delivered to the
Collateral Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance reasonably
satisfactory to the Collateral Agent as the Collateral Agent shall reasonably
deem necessary to perfect or maintain the Liens on the Collateral.

                  If any Lender determines in good faith that it is required by
any Governmental Authority or any Requirement of Law to obtain appraisals as to
the market value of any Real Property constituting Collateral, Borrower shall
obtain such appraisals as soon as practicable but in any event not less than 60
days after request therefor, at the sole cost and expense of Borrower and in
conformity with the requirements of such Governmental Authority and all
Requirements of Law, as from time to time in effect.

                  If an Event of Default shall have occurred and be continuing,
upon the reasonable request of the Administrative Agent, Borrower will obtain
and deliver to the Administrative Agent appraisal reports in form and substance
and from appraisers satisfactory to the Administrative Agent, stating (a) the
then current fair market, orderly liquidation and forced liquidation values of
all or any portion of the


                                      -91-
<PAGE>


equipment or real estate owned by any Company and (b) the then current business
value of each Company. All such appraisals shall be conducted and made at the
reasonable expense of Borrower.

                  Upon the exercise by any Agent or the Lenders of any power,
right, privilege or remedy pursuant to any Credit Document which requires any
consent, approval, registration, qualification or authorization of any
Governmental Authority, each Obligor shall execute and deliver all applications,
certifications, instruments and other documents and papers that the Agents or
the Lenders may be so required to obtain.

                  9.14. Compliance with Environmental Laws. (a) Each Company
shall comply with all Environmental Laws, and will keep or cause all Property to
be kept free of any Liens under Environmental Laws, unless failure to do so
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or subject any Agent, Lender or Issuing Lender to any
material risk of damages or liability; (b) in the event of the presence of any
Hazardous Material at, on, under, within or emanating from any Real Property
which would reasonably be expected to result in liability under or a violation
of any Environmental Law, in each case which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, each Company
shall undertake, and/or use their best efforts to cause any of their respective
tenants or occupants to undertake, at no expense to any Lender, any action
required pursuant to Environmental Laws to mitigate and eliminate such adverse
effect; provided, however, that no Company shall be required to comply with any
order or directive of a Governmental Authority which is being contested in good
faith and by proper proceedings so long as it has maintained adequate reserves
with respect to such compliance to the extent required in accordance with GAAP;
(c) each Company shall promptly notify the Administrative Agent of the
occurrence of any event specified in clause (b) of this Section 9.14 and shall
periodically thereafter keep the Administrative Agent informed of any material
actions taken in response to such event and the results of such actions; and (d)
at the written request of the Administrative Agent at any time and from time to
time, each Obligor will provide, at such Obligor's sole cost and expense, an
environmental site assessment (including, without limitation, the results of any
soil or groundwater or other testing, conducted if the Administrative Agent
directs that such testing be conducted) concerning any Real Property now or
hereafter owned, leased or operated by any Company, conducted by an
environmental consulting firm proposed by such Obligor and approved by the
Administrative Agent indicating the presence or absence of Hazardous Materials
and the potential cost of any required investigation or other response or any
corrective action in connection with any Hazardous Materials on, at, under,
within or emanating from such Real Property and the potential cost of any
required investigation, response or corrective action to address any such
Hazardous Materials; provided, however, that such request may be made only if
(a) there has occurred and is continuing an Event of Default, (b) the
Administrative Agent reasonably believes that any Company or any such Real
Property or operations are not in material compliance with Environmental Law or
(c) circumstances exist that reasonably could be expected to form the basis of
an Environmental Claim against such Company or any such Real Property or result
in material expenditures by any Company, in each case which could, individually
or in the aggregate, have a Material Adverse Effect. If any Obligor fails to
provide the same within 60 days after such request was made, the Administrative
Agent may but is under no obligation to conduct the same, and such Obligor shall
grant and hereby grants to the Administrative Agent and its agents access to
such Real Property and specifically grants the Administrative Agent an
irrevocable non-exclusive license, subject to the rights of tenants, to
undertake such an assessment, all at such Obligor's sole cost and expense.

                  9.15. Limitation on Transactions with Affiliates. No Company
shall, directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
Property, the rendering of any service, or a merger or consolidation) with or
for the benefit of any Affiliate (an "Affiliate Transaction") unless such
Affiliate Transaction is (i) otherwise not prohibited under this Agreement; (ii)
in the ordinary course of such Company's business, and (iii) on fair


                                      -92-
<PAGE>


and reasonable terms that are not less favorable to such Company than those that
are reasonably obtainable at the time in an arm's-length transaction with a
Person that is not such an Affiliate; provided, however, that, other than with
respect to clauses (b), (d) or (f) of this Section 9.15, so long as no Default
under Section 10(a), (e), (f), (g) or (j) or Section 10(d) arising by virtue of
a default in the performance of any obligation in Section 9.05, 9.06, 9.07,
9.08, 9.09, 9.10, 9.11, 9.15, 9.25, 9.28, 9.29 or 9.30 shall have occurred and
be continuing or would arise therefrom, the following shall be permitted: (a)
Dividend Payments permitted by Section 9.10; (b) reasonable fees and
compensation paid to, and customary indemnity and reimbursement provided on
behalf of, officers, directors and employees of any Company in the ordinary
course of business; (c) loans or advances to employees permitted by Section
9.09; (d) transactions and agreements contemplated by the Management Agreement
and, so long as the annual fees thereunder are no greater than $500,000, any
amendments thereof permitted by Section 9.17 (including any payment of accrued
fees thereunder for any prior period during which the payment thereof was not
permitted by this Section 9.15); provided, further, however, so long as any
Default under Section 10(a) has not been cured or waived, payments pursuant to
agreements (including the Management Agreement) described in clause (d) of this
Section 9.15 shall not be permitted, but shall be permitted to (and shall)
accrue thereunder on a subordinated basis until such Default is cured or waived;
(e) transactions and agreements pursuant to and payments under the Tax Sharing
Agreement and any amendments thereof permitted by Section 9.27; (f) transactions
and agreements in existence on the Closing Date and described with particularity
on Schedule 9.15 (as such agreements are in effect on the Closing Date, the
"Existing Affiliate Agreements") and the transactions pursuant to the Existing
Affiliate Agreements; (g) other transactions with the Sponsor or its Affiliates
in the ordinary course of business of the Companies or with an aggregate value
for all such transactions not to exceed $1,000,000; (h) any Permitted
Receivables Transaction; (i) payments to the Permitted Holders in connection
with the Transactions of up to $10.5 million; or (j) (i) buy-sell agreements
entered into by Holdings, KAT Holdings, L.P. and certain officers, directors,
employees and management of Holdings and any of its Subsidiaries and (ii) stock
option agreements entered into by Holdings and certain officers, directors,
employees and management of Holdings and any of its Subsidiaries, in each case
in form and substance substantially similar to those buy-sell agreements and
stock option agreements referred to on Schedule 9.15.

                  9.16. Limitation on Accounting Changes; Limitation on
Investment Company Status. No Company shall make or permit, any change in (i)
accounting policies or reporting practices, except immaterial changes and except
as required by GAAP (it being understood and agreed that Borrower shall be
permitted to change from "LIFO" to "FIFO" accounting (as such terms are used in
accordance with GAAP) on or prior to December 31, 2003) or (ii) its fiscal year
end (December 31 of each year). No Obligor shall be or become an investment
company subject to the registration requirements under the United States
Investment Company Act of 1940, as amended.

                  9.17. Limitation on Modifications of Certain Documents,
Etc.(a) No Company shall, directly or indirectly, consent to any modification,
supplement or waiver of, or amend, in any manner which could reasonably be
expected to be materially adverse to the Lenders, any of the provisions of any
Organic Document, Transaction Document or the Management Agreement.

                  9.18. Interest Rate Protection Agreements. Borrower shall
obtain, on or within 90 days after the Closing Date, Interest Rate Protection
Agreements having terms and with counterparties reasonably satisfactory to the
Administrative Agent as shall result in at least 50% of the aggregate principal
amount of then outstanding Total Debt of Borrower either bearing interest at a
fixed rate or being hedged for a period of at least two years from the date the
initial Interest Rate Protection Agreements were obtained.

                  9.19. Limitation on Certain Restrictions Affecting
Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or
indirectly, create or otherwise cause or suffer to exist or

                                      -93-
<PAGE>


become effective any direct or indirect encumbrance or restriction on the
ability of such Company to (a) pay dividends or make any other distributions on
such Company's Equity Interests or any other interest or participation in its
profits owned by any other Company, or pay any Indebtedness or any other
obligation owed to any other Company, (b) make Investments in or to any other
Company, or (c) transfer any of its Property to any other Company. The foregoing
shall not prohibit (i) any such encumbrances or restrictions existing under or
by reason of (A) applicable law, (B) the Credit Documents, (C) the Subordinated
Debt Documents as in effect on the Closing Date, (D) any Permitted Refinancing
of the Subordinated Debt so long as such restriction in such Permitted
Refinancing is not more disadvantageous to the Lenders or Borrower than the
Subordinated Debt Documents as in effect on the Closing Date and (E) any
agreement entered into by any Receivables Co. in connection with any Permitted
Receivables Transaction, (ii) restrictions on the transfer of assets subject to
a Permitted Lien, (iii) customary restrictions on subletting or assignment of
any lease governing a leasehold interest of any Company, and (iv) with respect
to restrictions described in clause (c) only, restrictions on the transfer of
any Property subject to a Disposition permitted under this Agreement.

                  9.20. Additional Obligors. Upon any Obligor creating or
acquiring any Wholly Owned Subsidiary (other than a Foreign Subsidiary) after
the Closing Date, Borrower shall (i) cause each such Wholly Owned Subsidiary to
execute and deliver all such agreements, guarantees, documents and certificates
(including any amendments to the Credit Documents and a Joinder Agreement) as
the Administrative Agent may reasonably request and do such other acts and
things as the Administrative Agent may reasonably request in order to have such
Wholly Owned Subsidiary guarantee the Obligations in accordance with the terms
of the Credit Documents, (ii) promptly (I) execute and deliver to the
Administrative Agent such amendments to the Security Documents as the
Administrative Agent deems necessary or advisable in order to grant to the
Collateral Agent, for the benefit of the Creditors, a perfected first priority
security interest in the Equity Interests and debt securities of such new Wholly
Owned Subsidiary which are owned by Borrower or any Wholly Owned Subsidiary and
required to be pledged pursuant to the Security Agreement, (II) deliver to the
Collateral Agent the certificates representing such Equity Interests and debt
securities, together with (A) in the case of such Equity Interests, undated
stock powers endorsed in blank, and (B) in the case of such debt securities,
endorsed in blank, in each case executed and delivered by a responsible officer
of Borrower or such Subsidiary, as the case may be, (III) cause such new Wholly
Owned Subsidiary to take such actions necessary or advisable to grant to the
Collateral Agent for the benefit of the Creditors a perfected first priority
security interest in the collateral described in the Security Agreement with
respect to such new Wholly Owned Subsidiary (subject to Permitted Liens),
including, without limitation, the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Security Agreement or
by law or as may be reasonably requested by the Collateral Agent, and (IV) if
reasonably 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. Notwithstanding the foregoing, the provisions of this
Section 9.20 shall not apply to any Receivables Co., so long as any Permitted
Receivables Transaction with respect thereto is in effect.

                  9.21. Limitation on Designation of Designated Senior
Indebtedness. Borrower shall not, nor shall it permit any Subsidiary to,
designate any Indebtedness or other obligation, other than Indebtedness under
the Credit Documents, as "Designated Senior Indebtedness," as such term is
defined in the Senior Subordinated Notes Indenture as in effect on the Closing
Date or any Permitted Refinancing thereof, or any comparable designation that
confers upon the holders of such Indebtedness or other obligation (or any Person
acting on their behalf) the right to initiate blockage periods under the Senior
Subordinated Notes Indenture or any other Indebtedness or other obligation of
Borrower and its Subsidiaries.


                                      -94-
<PAGE>


                  9.22. Foreign Subsidiaries' Security. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for
Borrower reasonably acceptable to the Administrative Agent does not within 30
days after a request from the Administrative Agent or the Majority Lenders
deliver evidence, in form and substance mutually satisfactory to the
Administrative Agent and Borrower, with respect to any Foreign Subsidiary which
has not already had all of its stock pledged pursuant to the Security Agreement
that (i) a pledge of more than 65% of the total combined voting power of all
classes of capital stock of such Foreign Subsidiary entitled to vote and (ii)
the entering into by such Foreign Subsidiary of a Joinder Agreement, in any such
case could reasonably be expected to cause the undistributed earnings of such
Foreign Subsidiary as determined for Federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary's United States parent for
Federal income tax purposes, then in the case of a failure to deliver the
evidence described in clause (i) above, that portion of such Foreign
Subsidiary's outstanding capital stock so issued by such Foreign Subsidiary and
not theretofore pledged pursuant to the Security Agreement shall be pledged to
the Collateral Agent for the benefit of the Creditors pursuant to the Security
Agreement (or another security agreement in substantially similar form, if
needed), and in the case of a failure to deliver the evidence described in
clause (ii) above, such Foreign Subsidiary shall execute and deliver a Joinder
Agreement, guaranteeing the Obligations of Borrower under the Credit Documents
and granting the Collateral Agent for the benefit of the Creditors a security
interest in all of such Foreign Subsidiary's assets securing the Obligations of
such Foreign Subsidiary under its Guarantee, in each case to the extent that the
entering into of such Joinder Agreement is permitted by the laws of the
respective foreign jurisdiction and with all documents delivered pursuant to
this Section 9.22 to be in form and substance reasonably satisfactory to the
Administrative Agent.

                  9.23. Limitation on Activities of Holdings. Holdings shall not
conduct any business, incur any obligations (other than the Credit Documents,
the agreements contemplated by Section 9.15 to which it is a party, as in effect
on the Closing Date, and corporate overhead (including, without limitation, fees
and expenses incidental to an initial public offering) and Indebtedness incurred
pursuant to Section 9.08(p)) or hold or acquire any assets (other than (i) the
Equity Interests of Borrower or any other Person of which Borrower is a Wholly
Owned Subsidiary and (ii) cash received in accordance with this Agreement) and
shall have no operations other than holding such Equity Interests and activities
reasonably related thereto.

                  9.24. Limitation on Issuance or Dispositions of Equity
Interests of Companies. Borrower shall not issue any of its Equity Interests or
Equity Rights or permit any Person to own any of its Equity Interests or Equity
Rights other than Holdings or any parent or indirect parent thereof. Holdings
shall not, directly or indirectly, effect any Disposition of any Equity
Interests or Equity Rights of Borrower other than the pledge thereof pursuant to
the Security Agreement. No Company shall effect the Disposition of any Equity
Interests of any Subsidiary unless (i) all Equity Interests owned by such
Company are sold pursuant thereto in accordance with the Credit Documents, upon
which sale the Guarantee of such Subsidiary shall be automatically deemed to be
released, or (ii) an Investment in an amount equal to the fair market value of
the remaining Equity Interests owned by such Company in such Subsidiary after
giving effect to such Disposition would have been permitted to be made at such
time pursuant to Section 9.09 (at the time of such sale an Investment shall be
deemed made in such Subsidiary in an amount equal to the fair market value of
such Equity Interests).

                  9.25. Limitation on Payments or Prepayments of Subordinated
Debt or Modification of Debt Documents. No Company shall, directly or
indirectly:

                  (a) make any payment or prepayment (optional or otherwise) on
         or redemption of or any payments in redemption, defeasance or
         repurchase of any Subordinated Debt (whether in cash, securities or
         other Property) except (1) regularly scheduled mandatory payments of
         interest,


                                      -95-
<PAGE>


         but only to the extent permitted under Section 9.10 and the
         subordination provisions, if any, applicable thereto, (2) any Permitted
         Refinancing thereof effected in accordance with this Agreement and (3)
         the conversion or exchange of any Indebtedness into shares of common
         Equity Interests of Holdings; or

                  (b) amend, supplement, waive or otherwise modify any of the
         provisions of any Subordinated Debt (or any Permitted Refinancing of
         any thereof):

                           (i) which shortens the fixed maturity, or increases
                  the rate or shortens the time of payment of interest on, or
                  increases the amount or shortens the time of payment of any
                  principal or premium payable whether at maturity, at a date
                  fixed for prepayment or by acceleration or otherwise of such
                  Subordinated Debt, or increases the amount of, or accelerates
                  the time of payment of, any fees payable in connection
                  therewith;

                           (ii) which relates to the affirmative or negative
                  covenants, events of default, redemption or repurchase
                  provisions, or remedies under the documents or instruments
                  evidencing any such Indebtedness and the effect of which is to
                  subject any Company to any more onerous or more restrictive
                  provisions taken as a whole; or

                           (iii) which otherwise materially adversely affects
                  the interests of the Lenders as senior creditors or the
                  interests of the Lenders under this Agreement or any other
                  Credit Document in any respect.

                  9.26. Casualty and Condemnation. Each Obligor will furnish to
the Administrative Agent and the Lenders prompt written notice of any casualty
or other insured damage to any material portion of the Collateral or the
commencement of any action or proceeding for the taking of any material portion
of the Collateral or any part thereof or interest therein under power of eminent
domain or by condemnation or similar proceeding.

                  9.27. Tax Sharing Arrangements. No Company shall enter into or
permit to exist any amendment to the Tax Sharing Agreement or any other tax
sharing agreement or similar arrangement that is material or is adverse to the
Lenders unless the same shall have been reviewed by, and consented to, by the
Administrative Agent.

                  9.28. Use of Proceeds. Borrower shall apply the proceeds of
the credit extensions as follows:

                  (a) in the case of the Term Loans to finance a portion of the
         Transactions and, if consummated, the Superior Acquisition and, in each
         case, the fees, costs and expenses in connection therewith;

                  (b) in the case of the Revolving Credit Loans, for working
         capital and general corporate purposes of Borrower and its
         Subsidiaries; and

                  (c) in the case of the Swing Loans and Letters of Credit, for
         working capital and general corporate purposes of Borrower and its
         Subsidiaries.

                  9.29. Rating of Loans. Borrower shall (i) provide each of
Moody's and S&P with information, to the extent reasonably obtainable by
Borrower, and take all commercially reasonable action necessary, to enable
Moody's and S&P to provide and maintain credit ratings on the Loans and (ii) pay


                                      -96-
<PAGE>


such ongoing fees of Moody's and S&P as such entities may reasonably request to
monitor their respective ratings of the Loans.

                  9.30. Sale and Leaseback. No Company shall, directly or
indirectly enter into any agreement or arrangement providing for the sale or
transfer by it of any property (now owned or hereafter acquired) to a Person and
the subsequent lease or rental of such property or other similar property from
such Person unless (i) the proceeds therefrom are applied in accordance with
Section 2.10(a)(iv) and (ii) the aggregate amount of all such transactions
pursuant to this Section 9.30 on and after the Closing Date is not in excess of
$20.0 million. Notwithstanding anything to the contrary in the definition of
"Excluded Disposition," any such sale or transfer shall be considered a
"Disposition."

                  9.31. Account Maintenance. R.G. Darby Company, Inc. and Total
Trim, Inc. shall not have cash available for withdrawal in excess of $500,000 in
the aggregate in all of their Deposit Accounts, Securities Accounts and
Commodities Accounts (each as defined in the Security Agreement) at Compass Bank
that are not subject to Control Agreements for a period in excess of one
Business Day. No Company shall have cash available for withdrawal in excess of
$200,000 at any time in any Deposit Account, Securities Account or Commodities
Account that is not subject to a Control Agreement and is not specified in the
first sentence of this Section 9.31 and all Companies shall not have cash
available for withdrawal in excess of $2.0 million in the aggregate in all such
accounts at any time; provided that this sentence shall not apply to Securities
Accounts of Borrower in existence on the Closing Date until the 31st day after
the Closing Date.

                  9.32. Post-Closing Obligations. (a) The relevant Obligor shall
use its commercially reasonable efforts to obtain a Landlord Access Agreement,
in the form of Exhibit P or such other form reasonably acceptable to the
Collateral Agent, from the landlord under each lease set forth on Schedule
7.01(xiv)(f) for which such a Landlord Access Agreement has not been obtained on
or prior to the Closing Date.

                  (b) The Obligors shall payoff or discharge the Liens set forth
on Schedule 9.32 within 10 Business Days after the Closing Date and shall use
their best efforts to file or cause to be filed UCC termination statements, if
applicable, with respect to such Liens in all applicable jurisdictions.

                  (c) Within 30 days after the Closing Date Borrower shall
either (i) cause any institutions at which it has Securities Accounts on the
Closing Date to enter into Control Agreements reasonably satisfactory to the
Collateral Agent with respect to such Securities Accounts or (ii) move such
Securities Accounts to another institution that will enter into Control
Agreements reasonably satisfactory to the Collateral Agent with respect to such
Securities Accounts and cause such new institution to enter into such Control
Agreements.

                  Section 10. Events of Default.

                  If one or more of the following events (herein called "Events
of Default") shall occur and be continuing:

                  (a) (i) Borrower shall default in the payment when due
         (whether at stated maturity upon prepayment or repayment or
         acceleration or otherwise) of any principal of any Loan or
         Reimbursement Obligation, or (ii) Borrower shall default in the payment
         when due of interest on any Loan or any Reimbursement Obligation or any
         fee or any other amount payable by it hereunder or under any other
         Credit Document when due and such default under this clause (ii) shall
         have continued unremedied for three or more Business Days; or


                                      -97-
<PAGE>


                  (b) Any Company shall default in the payment when due of any
         principal of or interest on any of its Indebtedness (other than the
         Loans) aggregating $5.0 million or more, beyond the period of grace, if
         any, provided in the instrument or agreement under which such
         Indebtedness was created, after giving effect to any consents or
         waivers relating thereto obtained before the expiration of any such
         period of grace; or any event specified in any note, agreement,
         indenture or other document evidencing or relating to any Indebtedness
         aggregating $5.0 million or more if the effect of such event (after
         giving effect to any consents or waivers relating thereto obtained
         before the expiration of any such period of grace) is to cause, or
         (with the giving of any notice or the lapse of time or both) to permit
         the holder or holders of such Indebtedness (or a trustee or agent on
         behalf of such holder or holders) to cause, such Indebtedness to become
         due, or to be prepaid in full (whether by redemption, purchase, offer
         to purchase or redeem, defeasance or otherwise), prior to its stated
         maturity; or

                  (c) Any representation or warranty made or deemed made in any
         Credit Document (or in any modification or supplement thereto) by any
         Obligor or in any certificate furnished to any Creditor pursuant to the
         provisions thereof, shall prove to have been false or misleading as of
         the time made, deemed made or furnished in any material respect; or

                  (d) Any Obligor shall default in the performance of any of its
         obligations under any of Sections 9.01(f), 9.05 through 9.13, 9.15,
         9.16, 9.18, 9.19, 9.21, 9.23 through 9.25, 9.28 and 9.30; or any
         Obligor shall default in the performance of its obligations under
         Section 9.31 and such default shall continue unremedied for five
         Business Days; or Borrower or any other Obligor shall default in the
         performance of any of its other obligations in this Agreement, the
         Security Documents or the Letter of Credit Documents and such default
         shall continue unremedied for a period of thirty days after written
         notice thereof to such Obligor or Borrower by the Administrative Agent
         or any Lender; or

                  (e) Any Company, other than any Insignificant Subsidiary,
         shall not, or shall admit in writing its inability to, or be generally
         unable to, pay its debts as such debts become due; or

                  (f) Any Company other than an Insignificant Subsidiary shall
         (i) apply for or consent to the appointment of, or the taking of
         possession by, a receiver, custodian, trustee or liquidator of itself
         or of all or a substantial part of its Property, (ii) make a general
         assignment for the benefit of its creditors, (iii) commence or consent
         to any Insolvency Proceeding, (iv) file a petition seeking to take
         advantage of any other law relating to bankruptcy, insolvency,
         reorganization, winding-up, or composition or readjustment of debts,
         (v) fail to controvert within 60 days or in a timely and appropriate
         manner, or acquiesce in writing to, any petition filed against it in an
         involuntary Insolvency Proceeding, or (vi) take any corporate action
         for the purpose of effecting any of the foregoing; or

                  (g) (i) Any Insolvency Proceeding is commenced or filed
         against any Company, other than an Insignificant Subsidiary, or any
         writ, judgment, warrant of attachment, execution or similar process is
         issued or levied against any such Company, and either (1) such
         proceeding or petition shall not be dismissed, or such writ, judgment,
         warrant of attachment, execution or similar process shall not be
         released, vacated or fully bonded, within 60 days after commencement,
         filing or levy or (2) such proceeding shall not be actively contested
         by such Company; (ii) any such Company admits the material allegations
         of a petition against it in any Insolvency Proceeding, or an order for
         relief (or similar order under non-U.S. law) is ordered in any
         Insolvency Proceeding; (iii) any such Company acquiesces in the
         appointment of a receiver, receiver and manager, trustee, custodian,
         conservator, liquidator, mortgagee in possession (or agent therefor),
         or other similar person for itself or a substantial portion of its
         Property or business; or (iv) an order


                                      -98-
<PAGE>


         of relief against any such Company shall be entered in any involuntary
         Insolvency Proceeding; or

                  (h) A final judgment or judgments for the payment of money in
         excess of $5.0 million in the aggregate (exclusive of judgment amounts
         to the extent covered by insurance) shall be rendered by one or more
         courts, administrative tribunals or other bodies having jurisdiction
         against any Company and the same shall not be discharged (or provision
         shall not be made for such discharge), vacated or bonded pending
         appeal, or a stay of execution thereof shall not be procured, within 60
         days from the date of entry thereof and such Company shall not, within
         said period of 60 days, or such longer period during which execution of
         the same shall have been stayed, appeal therefrom and cause the
         execution thereof to be stayed during such appeal; or

                  (i) An ERISA Event or noncompliance with respect to Foreign
         Plans shall have occurred that, when taken together with all other
         ERISA Events and noncompliance with respect to Foreign Plans that have
         occurred, is reasonably likely to result in liability of any Company in
         an aggregate amount exceeding $5.0 million; or

                  (j) Any Change of Control shall occur; or

                  (k) Any Security Document after delivery thereof by any
         Obligor at any time (other than by reason of the express release
         thereof pursuant to Section 13.04(i)(d)) shall cease to be in full
         force and effect or shall for any reason fail to create or cease to
         maintain a valid and duly perfected first priority security interest in
         and Lien upon (subject to Permitted Liens) any material portion of the
         Collateral, or any such Lien or security interest shall be asserted by
         any Obligor not to be a valid, perfected, first priority (subject to
         Permitted Liens) security interest in or Lien on the Collateral covered
         thereby; provided that there shall be no Event of Default under this
         clause (k) to the extent such Event of Default arises solely from the
         gross negligence or willful misconduct of the Collateral Agent; or

                  (l) Any Guarantee of an Obligor, other than an Insignificant
         Subsidiary, ceases to be in full force and effect (other than by reason
         of the express release thereof pursuant to Section 13.04(i)(d)) or any
         of the Guarantors repudiates or attempts to repudiate, any of its
         obligations under any of the Guarantees; or

                  (m) Any Credit Document or any material provision thereof
         shall at any time and for any reason be declared by a court of
         competent jurisdiction to be null and void, or a Proceeding shall be
         commenced by any Obligor, or by any Governmental Authority, seeking to
         establish the invalidity or unenforceability thereof (exclusive of
         questions of interpretation of any provision thereof), or any Obligor
         shall repudiate or deny that it has any liability or obligation for the
         payment of principal or interest or other obligations purported to be
         created under any Credit Document; or

                  (n) Any non-monetary judgment, order or decree is entered
         against any Company which is reasonably likely to have a Material
         Adverse Effect, and there shall be any period of 60 consecutive days
         during which a stay of enforcement of such judgment or order, by reason
         of a pending appeal or otherwise, shall not be in effect;

                  (o) The subordination provisions relating to any Subordinated
         Debt (the "Subordination Provisions") shall fail in any material
         respect to be enforceable by the Lenders (which have not effectively
         waived the benefits thereof) in accordance with the terms thereof, or
         any


                                      -99-
<PAGE>


         Obligation shall fail to constitute Senior Debt or any similar or
         comparable designation (as defined in any Subordinated Debt), or any
         Obligor shall, directly or indirectly, disavow or contest in any manner
         any of the Subordination Provisions; or

                  (p) Any event or circumstance shall occur which permits or
         requires the persons purchasing, or financing the purchase of, Accounts
         under a Permitted Receivables Transaction (the Indebtedness or
         obligations under which aggregates to $5.0 million or more) to stop so
         purchasing or financing such Accounts, other than by reason of the
         occurrence of the stated expiry date of such Permitted Receivables
         Transaction, the operation of "clean down" provisions thereof or the
         voluntary termination thereof by any Company; provided that (A) any
         notices or cure periods that are conditions to the rights of such
         Persons to stop purchasing, or financing the purchase of, such Accounts
         have been given or have expired, as the case may be and (B) such event
         or circumstance is not cured or waived or otherwise ceases to exist
         (other than by termination of the relevant Permitted Receivables
         Transaction) by the 45th day after the later of the occurrence of such
         event or circumstance or the date of the giving of such notice and the
         end of such cure period;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) (other than clause (vi) thereof) or (g) with respect to Borrower of
this Section 10, the Administrative Agent may, and upon written direction of the
Majority Lenders shall, by notice to Borrower, terminate the Commitments and/or
declare the principal amount then outstanding of, and the accrued interest on,
the Loans, the Reimbursement Obligations and all other amounts payable by
Borrower hereunder and under the Notes (including any amounts payable under
Section 5.05 or 5.06) to be forthwith due and payable, whereupon such amounts
shall be immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by
Borrower, reduce any claim to judgment, take any other action permitted by law
and/or take any action permitted to be taken by the Security Documents during
the existence of an Event of Default; and (2) in the case of the occurrence of
an Event of Default referred to in clause (f) (other than clause (vi) thereof)
or (g) of this Section 10 with respect to Borrower, the Commitments shall
automatically be terminated and the principal amount then outstanding of, and
the accrued interest on, the Loans, the Reimbursement Obligations and all other
amounts payable by Borrower hereunder and under the Notes (including any amounts
payable under Section 5.05 or 5.06) shall automatically become immediately due
and payable without presentment, demand, protest or other formalities of any
kind, all of which are hereby expressly waived by Borrower.

                  In addition, Borrower agrees, upon the occurrence and during
the continuance of any Event of Default if the Administrative Agent has declared
the principal amount then outstanding of, and accrued interest on, the Revolving
Credit Loans, and all other amounts payable to the Revolving Credit Lenders
hereunder and under the Notes evidencing such Loans to be due and payable, it
may and shall, if requested by the Majority Revolving Credit Lenders through the
Administrative Agent (and, in the case of any Event of Default referred to in
clause (f) (other than clause (vi) thereof) or (g) of this Section 10 with
respect to Borrower, forthwith, without any demand or the taking of any other
action by the Administrative Agent or such Lenders) provide cover for the Letter
of Credit Liabilities by paying to the Collateral Agent immediately available
funds in an amount equal to the then aggregate undrawn face amount of all
Letters of Credit, which funds shall be held by the Collateral Agent in the LC
Sub-Account subject to withdrawal only as provided in Section 12.

                  Section 11. The Agents.

                  11.01. General Provisions. Each of the Lenders and the Issuing
Lender hereby irrevocably appoints the Administrative Agent and the Collateral
Agent as its agent in each such capacity and authorizes the Administrative Agent
and the Collateral Agent to take such actions on its behalf and to


                                     -100-
<PAGE>


exercise such powers as are delegated to the Administrative Agent and the
Collateral Agent by the terms hereof and the Security Documents, together with
such actions and powers as are reasonably incidental thereto. The Administrative
Agent and the Collateral Agent agree to give promptly to each Lender a copy of
each notice or other document received by it pursuant to any Credit Document
(other than any that are required to be delivered to the Lenders by any
Obligor).

                  The Lender or other financial institution serving as any Agent
or Issuing Lender hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not such Agent or Issuing Lender, and such bank and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with any Company or other Affiliate thereof as if it were not such Agent or
Issuing Lender hereunder.

                  No Agent or Issuing Lender shall have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) no Agent or Issuing Lender shall be subject to
any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) no Agent or Issuing Lender shall have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that such Agent or
Issuing Lender is required to exercise in writing by the Majority Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 13.04), and (c) except as expressly set
forth herein, no Agent or Issuing Lender shall have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to any
Company that is communicated to or obtained by the financial institution serving
as such Agent or Issuing Lender or any of its Affiliates in any capacity. No
Agent or Issuing Lender shall be liable for any action taken or not taken by it
with the consent or at the request of the Majority Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 13.04) or in the absence of its own gross negligence, bad
faith or willful misconduct. No Agent shall be deemed to have knowledge of any
Default or Event of Default unless and until written notice thereof is given to
the Administrative Agent and such Agent by Borrower or a Lender, and no Agent or
Issuing Lender shall be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with
this Agreement or any other Credit Document, (ii) the contents of any
certificate, report or other document delivered hereunder or under any other
Credit Document or in connection herewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth
herein, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other Credit Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Section 7 or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to such Agent.

                  Each Agent and Issuing Lender shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
Agent and Issuing Lender also may rely upon any statement made to it orally or
by telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. Each Agent and Issuing Lender may
consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts. Each Agent and Issuing Lender 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 such Agent or Issuing Lender. Each Agent and Issuing Lender shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Credit Document unless it shall first receive such advice or
concurrence of the Majority 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 which may


                                     -101-
<PAGE>


be incurred by it by reason of taking or continuing to take any such action (it
being understood that this provision shall not release the Administrative Agent
from performing any action with respect to Borrower expressly required to be
performed by it pursuant to the terms hereof) under this Agreement. Each Agent
and Issuing Lender shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Credit Documents in
accordance with a request of the Majority 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.

                  Each Agent and Issuing Lender may perform any and all its
duties and exercise its rights and powers by or through any one or more
sub-agents appointed by such Agent or Issuing Lender and reasonably acceptable
to Borrower. Each Agent, Issuing Lender and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective
Affiliates, directors, officers, employees, agents and advisors ("Related
Parties"). The exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of each Agent and Issuing Lender
and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities of such Agent or Issuing Lender.

                  Subject to the appointment and acceptance of a successor Agent
as provided in this paragraph, any Agent may resign at any time by notifying the
Lenders, the Issuing Lender (with respect to the Administrative Agent only) and
Borrower. Upon any such resignation, the Majority Lenders shall have the right
to appoint a successor which, so long as no Event of Default is continuing,
shall be reasonably acceptable to Borrower. If no successor shall have been so
appointed by the Majority Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may, on behalf of the Lenders and the Issuing Lender, appoint
a successor Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank which, so long as no Event of Default is
continuing, shall be reasonably acceptable to Borrower. Upon the acceptance of
its appointment as Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. The fees payable by Borrower to a successor Agent shall
be the same as those payable to its predecessor unless otherwise agreed between
Borrower and such successor. After the Agent's resignation hereunder, the
provisions of this Section 11 shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while it was acting
as such Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon any Agent, Issuing Lender or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent,
Issuing Lender or any other Lender and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any
related agreement or any document furnished hereunder or thereunder. No Agent or
Issuing Lender shall be deemed a trustee or other fiduciary on behalf of any
party.

                  11.02. Indemnification. Each Lender agrees to indemnify and
hold harmless each Agent and the Issuing Lender (to the extent not reimbursed
under Section 13.03, but without limiting the obligations of Borrower under
Section 13.03), ratably in accordance with the aggregate principal amount of the
respective Commitments of and/or Loans and Reimbursement Obligations held by the
Lenders (or, if all of the Commitments shall have been terminated or expired,
ratably in accordance with the aggregate outstanding amount of the Loans and
Reimbursement Obligations held by the Lenders), for any and all


                                     -102-
<PAGE>


liabilities (including, without limitation, pursuant to any Environmental Law),
obligations, losses, damages, fines, penalties, actions, judgments,
deficiencies, suits, costs, expenses (including reasonable attorneys' and
experts' fees) or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against such Agent or Issuing Lender
(including by any Lender) arising out of or by reason of any investigation in or
in any way relating to or arising out of any Credit Document or any other
documents contemplated by or referred to therein for any action taken or omitted
to be taken by such Agent or Issuing Lender under or in respect of any of the
Credit Documents or other such documents or the transactions contemplated
thereby (including the costs and expenses that Borrower is obligated to pay
under Section 13.03, but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents; provided, however, that no Lender shall
be liable for any of the foregoing to the extent they are determined by a court
of competent jurisdiction in a final and nonappealable judgment to have resulted
from the gross negligence, bad faith or willful misconduct of the party to be
indemnified. The agreements set forth in this Section 11.02 shall survive the
payment of all Loans and other obligations hereunder and shall be in addition to
and not in lieu of any other indemnification agreements contained in any other
Credit Document.

                  11.03. Consents Under Other Credit Documents. Except as
otherwise provided in this Agreement and the other Credit Documents, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the other Credit Documents.

                  11.04. Assistance by Lenders. Each of the Lenders shall
provide full assistance and cooperation to the Agents and each Lender hereby
grants express and exclusive foreclosing and mortgage enforcement authority to
the Collateral Agent with respect to the Collateral.

                  11.05. Syndication Agent and the Documentation Agents. The
Syndication Agent and the Documentation Agents shall not have any right, power,
obligation, liability, responsibility or duty under this Agreement (or any other
Credit Document) other than those applicable to all Lenders as such. Without
limiting the foregoing, the Syndication Agent and the Documentation Agents shall
not have or be deemed to have any fiduciary relationship with any other Lender.
Each Lender acknowledges that it has not relied, and will not rely, on the
Syndication Agent or the Documentation Agents in deciding to enter into this
Agreement and each other Credit Document to which it is a party or in taking or
not taking action hereunder or thereunder.

                  Section 12. Collateral Account; Application of Collateral
Proceeds.

                  12.01. Collateral Account.(a) (a) The Collateral Agent is
hereby authorized to establish and maintain at its office at 425 Lexington
Avenue, New York, New York 10017, or at such other location in the State of New
York as the Collateral Agent shall choose, in the name of the Collateral Agent
and pursuant to a Control Agreement, a restricted deposit sub-account designated
"Atrium Companies Collateral Account" (the "Collateral Account"). Each Obligor
shall deposit into the Collateral Account from time to time (i) the Net
Available Proceeds of any Casualty Event or Disposition Event with respect to
Collateral, to the extent contemplated herein or in any other Credit Document,
and (ii) any cash such Obligor is required to pledge as additional collateral
security hereunder pursuant to the Credit Documents.

                  (a) The balance from time to time in the Collateral Account
shall constitute part of the Collateral and shall not constitute payment of the
Obligations until applied as hereinafter provided. So long as no Event of
Default has occurred and is continuing or will result therefrom, the Collateral
Agent shall within one Business Day of receiving a request of the applicable
Obligor for release of cash proceeds (i) from the Collateral Account
constituting Net Available Proceeds relating to any Casualty



                                     -103-
<PAGE>

Event or Disposition Event remit such cash proceeds on deposit in the Collateral
Account to or upon the order of such Obligor, so long as such Obligor has
satisfied the conditions relating thereto set forth in Section 12.02 and (ii)
with respect to the LC Sub-Account, remit such cash on deposit in the LC
Sub-Account to or upon the order of such Obligor (x) at such time as all Letters
of Credit shall have been terminated and all of the liabilities in respect of
the Letters of Credit have been paid in full or (y)in the case of amounts
deposited pursuant to the last paragraph of Section 10, within one Business Day
after all Events of Default have been cured or waived. At any time following the
occurrence and during the continuance of an Event of Default, the Collateral
Agent may (and, if instructed by the Majority Lenders as specified herein,
shall) in its (or their) discretion apply or cause to be applied (subject to
collection) the balance from time to time outstanding to the credit of the
Collateral Account to the payment of the Obligations in the manner specified in
Section 12.03 hereof subject, however, in the case of amounts deposited in the
LC Sub-Account, to the provisions of clause (y) of the preceding sentence and
Section 12.03. The Obligors shall have no right to withdraw, transfer or
otherwise receive any funds deposited in the Collateral Account except to the
extent specifically provided herein.

                  (b) Amounts on deposit in the Collateral Account shall be
invested and reinvested from time to time in Permitted Investments as the
applicable Obligor (or, after the occurrence and during the continuance of an
Event of Default, the Collateral Agent) shall determine by written instruction
to the Collateral Agent, or if no such instructions are given, then as the
Collateral Agent, in its sole discretion, shall determine which Permitted
Investments shall be held in the name and be under the control of the Collateral
Agent (or any sub-agent); provided that at any time after the occurrence and
during the continuance of an Event of Default, the Collateral Agent may (and, if
instructed by the Majority Lenders as specified herein, shall) in its (or their)
discretion at any time and from time to time elect to liquidate any such
Permitted Investments and to apply or cause to be applied the proceeds thereof
to the payment of the Obligations in the manner specified in Section 12.03
hereof subject, however, in the case of amounts deposited in the LC Sub-Account,
to the provisions of Section 12.01(b).

                  (c) Amounts deposited into the Collateral Account as cover for
Letter of Credit Liabilities under any provision of this Agreement requiring
such cover shall be held by the Collateral Agent in a separate sub-account
designated as the "LC Sub-Account" (the "LC Sub-Account") and all amounts held
in the LC Sub-Account shall constitute collateral security first for Letter of
Credit Liabilities outstanding from time to time and second for the other
Obligations hereunder (x) until such time as all Letters of Credit shall have
been terminated and all of the liabilities in respect of Letters of Credit have
been paid in full or (y) or in the case of amounts deposited pursuant to the
last paragraph of Section 10, until three Business Days after all Events of
Default have been cured or waived.

                  12.02. Proceeds of Destruction, Taking and Collateral
Dispositions. So long as no Event of Default shall have occurred and be
continuing, in the event the applicable Obligor elects to reinvest Net Available
Proceeds in respect of any Casualty Event or Disposition Event in accordance
with the provisions of Sections 2.10(a)(i) and 2.10(a)(iv) as applicable, the
Collateral Agent shall receive at least 5 Business Days' prior notice of each
request for payment and shall not release any part of such Net Available
Proceeds, until the applicable Obligor has furnished to the Collateral Agent (i)
an Officer's Certificate setting forth: (A) a brief description of the
reinvestment to be made, (B) the dollar amount of the expenditures to be made,
or costs incurred by such Obligor in connection with such reinvestment and (C)
that the properties acquired in connection with such reinvestment have a fair
market value at least equal to the amount of such Net Available Proceeds
requested to be released from the Collateral Account and (ii) all security
agreements and Mortgages and other items required by the provisions of Sections
9.12, 9.13 and 9.20, if applicable, to, among other things, subject such
reinvestment properties to the Lien of the Security Documents in favor of the
Collateral Agent, for its benefit and for the benefit of the other Creditors.


                                     -104-
<PAGE>


                  12.03. Application of Proceeds. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, in full or in part, together
with any other sums then held by the Collateral Agent pursuant to this
Agreement, promptly by the Collateral Agent as follows:

                  (a) First, to the payment of all reasonable costs and
         expenses, fees, commissions and taxes of such sale, collection or other
         realization including compensation to the Collateral Agent and its
         agents and counsel, and all reasonable expenses, liabilities and
         advances made or incurred by the Collateral Agent in connection
         therewith and all amounts for which the Collateral Agent is entitled to
         indemnification pursuant to the provisions of any Credit Document,
         together with interest on each such amount at the highest rate then in
         effect under this Agreement from and after the date such amount is due,
         owing or unpaid until paid in full;

                  (b) Second, to the payment of all other reasonable costs and
         expenses of such sale, collection or other realization including
         compensation to the other Creditors and their agents and counsel and
         all reasonable costs, liabilities and advances made or incurred by the
         other Creditors in connection therewith, in each case, equally and
         ratably in accordance with the respective amounts thereof then due and
         owing, together with interest on each such amount at the highest rate
         then in effect under this Agreement from and after the date such amount
         is due, owing or unpaid until paid in full;

                  (c) Third, without duplication of amounts applied pursuant to
         clauses (a) and (b) above, to the indefeasible payment in full in cash,
         pro rata, of interest and other amounts constituting Obligations (other
         than principal) in each case equally and ratably in accordance with the
         respective amounts thereof then due and owing;

                  (d) Fourth, to the indefeasible payment in full in cash, pro
         rata, of principal amount of the Obligations; and

                  (e) Fifth, the balance, if any, to the person lawfully
         entitled thereto (including the applicable Obligor or its successors or
         assigns) or as a court of competent jurisdiction may direct.

                  In the event that any such proceeds are insufficient to pay in
full the items described in clauses (a) through (e) of this Section 12.03, the
Obligors shall remain liable, jointly and severally, for any deficiency.

                  Section 13. Miscellaneous.

                  13.01. Waiver. No failure on the part of any Creditor to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under any Credit Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege under any Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies
provided herein are cumulative and not exclusive of any remedies provided by
law.

                  13.02. Notices. All notices, requests and other communications
provided for herein and under the Security Documents (including any
modifications of, or waivers, requests or consents under, this Agreement) shall
be given or made in writing (including by facsimile) delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages hereof (or as to any Guarantor, as so specified for Borrower) or, as to
any party, at such other address as shall be designated


                                     -105-
<PAGE>


by such party in a notice to each other party. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by facsimile or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid. Any
Notice of Borrowing or Notice of Continuation/Conversion shall be deemed to have
been received when actually received.

                  13.03. Expenses, Indemnification, Etc. (a) The Obligors,
jointly and severally, agree to pay or reimburse:

                  (i) the Issuing Lender, the Lead Arrangers and each Agent for
         all of their reasonable out-of-pocket costs and expenses (including the
         reasonable fees and expenses of one legal counsel and one legal counsel
         in each applicable locality) in connection with (1) the negotiation,
         preparation, execution and delivery of the Credit Documents, including
         this Agreement and the extension of credit hereunder, (2) the
         negotiation or preparation of any modification, supplement or waiver of
         any of the terms of any Credit Document (whether or not consummated or
         effective) and (3) the syndication of the Loans and Commitments;

                  (ii) each of the Lenders, the Issuing Lender and each Agent
         for all reasonable out-of-pocket costs and expenses of the Lenders, the
         Issuing Lender and each Agent (including the reasonable fees and
         expenses of legal counsel) in connection with (1) any enforcement or
         collection proceedings resulting from any Default, including all manner
         of participation in or other involvement with (x) bankruptcy,
         insolvency, receivership, foreclosure, winding up or liquidation
         proceedings, (y) judicial or regulatory proceedings and (z) workout,
         restructuring or other negotiations or proceedings (whether or not the
         workout, restructuring or transaction contemplated thereby is
         consummated), (2) the enforcement of this Section 13.03 and (3) any
         documentary taxes; and

                  (iii) each Agent for all reasonable costs, expenses, taxes,
         assessments and other charges incurred in connection with any filing,
         registration, recording or perfection of any security interest
         contemplated by any Credit Document or any other document referred to
         therein.

                  (b) The Obligors, jointly and severally, hereby agree to
indemnify each Creditor and their respective Affiliates, directors, trustees,
investment advisors, officers, employees and agents (each, an "Indemnitee")
from, and hold each of them harmless against, and that no Indemnitee will have
any liability for, any and all Losses incurred by any of them (including any and
all Losses incurred by any Agent, the Lead Arrangers or the Issuing Lender to
any Lender, whether or not any Creditor is a party thereto) directly or
indirectly arising out of or by reason of or relating to the negotiation,
execution, delivery, performance, administration or enforcement of any Credit
Document, any of the transactions contemplated by the Credit Documents, any
breach by any Obligor of any representation, warranty, covenant or other
agreement contained in any of the Credit Documents in connection with any of the
Transactions, the use or proposed use of any of the Loans or Letters of Credit,
the issuance of or performance under any Letter of Credit or the use of any
collateral security for the Loans (including the exercise by any Creditor of the
rights and remedies or any power of attorney with respect thereto and any action
or inaction in respect thereof), but excluding (i) any such Losses to the extent
finally determined by a court of competent jurisdiction in a final and
nonappealable judgment to have arisen primarily from the gross negligence or bad
faith of the Indemnitee and (ii) claims among the Agents and the Lenders other
than to the extent arising out of or as a result of any direct or indirect act
or omission of any Obligor or any Affiliate, director, officer, employee or
agent thereof.

                  Without limiting the generality of the foregoing, the
Obligors, jointly and severally, will indemnify each Creditor and each other


                                     -106-
<PAGE>

Indemnitee from, and hold each Creditor and each other Indemnitee harmless
against, any Losses described in the preceding sentence arising under any
Environmental Law as a result of (A) the past, present or future operations of
any Company (or any predecessor in interest to any Company), (B) the past,
present or future condition of any site or facility owned, operated, leased or
used at any time by any Company (or any such predecessor in interest), or (C)
any Release or threatened Release of any Hazardous Materials at, on, under,
within or emanating from any such site or facility, including any such Release
or threatened Release that shall occur during any period when any Creditor shall
be in possession of any such site or facility following the exercise by such
Creditor of any of its rights and remedies hereunder or under any of the
Security Documents (except to the extent such Release or threatened Release is
caused by the actions of such Creditor); provided, however, that the indemnity
hereunder shall be subject to the exclusions from indemnification set forth in
the preceding paragraph.

                  To the extent that the undertaking to indemnify and hold
harmless set forth in this Section 13.03 or any other provision of any Credit
Document providing for indemnification is unenforceable because it is violative
of any law or public policy or otherwise, the Obligors, jointly and severally,
shall contribute the maximum portion that each of them is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all indemnified
liabilities incurred by any of the Persons indemnified hereunder.

                  The Obligors also agree that no Indemnitee shall have any
liability (whether direct or indirect, in contract or tort or otherwise) for any
Losses to any Obligor or any Obligor's security holders or creditors resulting
from, arising out of, in any way related to or by reason of any matter referred
to in any indemnification or expense reimbursement provisions set forth in this
Agreement or any other Credit Document, except to the extent that any Loss is
determined by a court of competent jurisdiction in a final nonappealable
judgment to have resulted primarily from the gross negligence or bad faith of
such Indemnitee.

                  The Obligors agree that, without the prior written consent of
the Agents, the Lead Arrangers and the Majority Lenders which consent shall not
be unreasonably withheld, no Obligor will settle, compromise or consent to the
entry of any judgment in any pending or threatened Proceeding in respect of
which indemnification is reasonably likely to be sought under the
indemnification provisions of this Section 13.03 (whether or not any Indemnitee
is an actual or potential party to such Proceeding), unless such settlement,
compromise or consent includes an unconditional written release of each
Indemnitee from all liability arising out of such Proceeding and does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Indemnitee and does not involve any payment of money or
other value by any Indemnitee or any injunctive relief or factual findings or
stipulations binding on any Indemnitee.

13.04. Amendments, Etc. (i) No provision of any Credit Document may be amended,
modified or supplemented except by an instrument in writing signed by the
Obligors party thereto and the Majority Lenders, or by the Obligors party
thereto and the Administrative Agent acting with the written consent of the
Majority Lenders, and no provision of any Credit Document may be waived except
by an instrument in writing signed by the Obligors party thereto and the
Majority Lenders, or by the Obligors party thereto and the Administrative Agent
acting with the written consent of the Majority Lenders; provided, however,
that:

                  (a) no amendment or waiver shall, unless by an instrument
         signed by all of the Lenders or by the Administrative Agent acting with
         the written consent of each Lender (or, in the case of clauses (I),
         (II), (III) or (IV), only such Lenders with Obligations directly
         affected (it being understood that the consent of no other Lender or
         Agent is needed in each such case)): (I) other than as provided for in
         this Agreement, extend the scheduled final maturity of any Loan


                                     -107-
<PAGE>


         or Note held by such Lenders, or extend the stated expiration date of
         any Letter of Credit beyond the Revolving Credit Commitment Termination
         Date, or reduce the rate of interest (other than any waiver of any
         increase in the interest rate applicable to any of the Loans held by
         such Lenders pursuant to clause (b) of Section 3.02) or fees thereon,
         or extend the time of payment of interest or fees thereon (other than
         in connection with the extension of any scheduled payment hereunder
         otherwise permitted hereby), or forgive or reduce the principal amount
         or the amount due and owing thereof or any other amount due and owing
         under any Credit Document, or make any change to the definition of
         Applicable Margin or Revolving Credit Commitment Percentage, (II)
         extend the final maturity of any of the Commitments (or reinstate any
         Commitment terminated pursuant to Section 10) of such Lenders, (III)
         change the currency in which any Obligation owing to such Lenders is
         payable, (IV) amend the terms of this Section 13.04 or Section 4.02,
         4.07, 5, 11.03 or 12.03, (V) reduce the percentages specified in the
         definition of the term "Majority Lenders" or amend any provision of any
         Credit Document requiring the consent of all the Lenders or reduce any
         other percentage of the Lenders required to make any determinations or
         waive any rights hereunder or to modify any provision hereof (it being
         understood that, with the consent of the Majority Lenders, additional
         extensions of credit or commitments for the extension of credit
         pursuant to this Agreement may be included in the determination of the
         Majority Lenders without notice to or consent of any other Lender or
         Agent on substantially the same basis as the Commitments (and related
         extensions of credit) are included on the Closing Date), (VI) release
         any Guarantor from its obligations under Section 6 (unless permitted by
         this Agreement, including, without limitation, clause (d) of this
         proviso to this Section 13.04(i)), (VII) consent to the assignment or
         transfer by any Obligor of any of its rights and obligations under any
         Credit Document, (VIII) release all or substantially all the Collateral
         or terminate the Lien under any Credit Document in respect of all or
         substantially all the Collateral (except as permitted by the Credit
         Documents, including, without limitation, clause (d) of this proviso to
         this Section 13.04(i)) or agree to additional obligations (other than
         the Obligations and other extensions of credit under this Agreement
         consented to by the Majority Lenders) being secured by the Collateral,
         (IX) waive the requirement that nine and twelve month LIBOR Interest
         Periods require the consent of all Lenders, or (X) amend Section 13.03
         or any other indemnification and expense reimbursement provision set
         forth in any Credit Document (it being understood that any prepayment
         required by Section 2.10(a) (and any corresponding reduction of the
         Revolving Credit Commitments), other than pursuant to Section
         2.10(a)(v), may be waived or amended by the Majority Lenders);

                  (b) no such amendment, modification, supplement or waiver
         shall increase the Commitments of any Lender over the amount thereof
         then in effect without the consent of such Lender (it being understood
         that amendments, modifications or waivers of conditions precedent,
         covenants, Defaults or Events of Default shall not constitute an
         increase of the Commitment of any Lender);

                  (c) any modification or supplement of or waiver with respect
         to Section 11 which affects any Agent in their respective capacities as
         such shall require the consent of such Agent;

                  (d) no consent of any Lender need be obtained, and the
         Administrative Agent or the Collateral Agent, as applicable, is hereby
         authorized, to release any Lien securing the Obligations on Property
         which is the subject of any Disposition permitted by the Credit
         Documents and to release any Guarantee of a Subsidiary upon the sale of
         all of the Equity Interests of such Subsidiary in accordance with the
         Credit Documents;

                  (e) subject to clause (a)(I) above of this proviso to this
         Section 13.04(i), the consent of the Majority Term Loan Lenders shall
         be required with respect to any extension of any

                                     -108-
<PAGE>


         scheduled Amortization Payment or any reduction in the amount of any
         scheduled Amortization Payment or any change to Section 3.01(b) (it
         being understood that, subject to clause (f) below of this Section
         13.04(i), any prepayment required by Section 2.10 (and any
         corresponding reduction of the Revolving Credit Commitments), other
         than pursuant to Section 2.10(a)(v), may be modified, supplemented or
         waived by the Majority Lenders);

                  (f) no modification, supplement or waiver shall, unless by an
         instrument signed by the Majority Term Loan Lenders or by the
         Administrative Agent acting with the written consent of such Lenders,
         change the timing of the receipt or the order in which any such
         prepayment is applied to the Term Loans (although any required
         prepayment set forth in Section 2.10 (and any corresponding reduction
         of the Revolving Credit Commitments), other than pursuant to Section
         2.10(a)(v), may otherwise be modified, supplemented or waived by the
         Majority Lenders);

                  (g) no reduction of the percentage specified in the definition
         of "Majority Revolving Credit Lenders" or "Majority Term Loan Lenders,"
         shall be made without the consent of each Revolving Credit Lender or
         each Term Loan Lender, respectively (it being understood that, only the
         Class of such Loan to which such definition relates need consent to any
         such reduction and that with the consent of the Majority Lenders, other
         additional extensions of credit pursuant to this Agreement may be
         included in any such definition without notice to or consent of any
         other Lender or Agent on substantially the same terms as the
         Commitments (and related extensions of credit) are included on the
         Closing Date);

                  (h) waive any Event of Default under Section 10(a) without the
         consent of all affected Lenders;

                  (i) no amendment or waiver shall make any change to Section
         2.01(d) or the definitions of "Swing Loan Commitment," "Swing Loan
         Maturity Date" or "Swing Loans" or the Swing Loan Note without the
         consent of the Swing Loan Lender;

                  (j) no amendment or waiver shall affect the rights or duties
         of the Issuing Lender in its capacity as such or alter the obligation
         of any Revolving Credit Lender pursuant to Section 2.03(e) or 2.03(f)
         without the consent of the Issuing Lender;

                  (k) no consent of any Lender need be obtained to effect any
         amendment of any Credit Document necessary to comply with Section 9.12
         or Section 9.20;

                  (l) [Reserved];

                  (m) [Reserved];

                  (n) no amendment, modification, supplement or waiver may be
         made to any condition precedent to any extension of credit under the
         Revolving Credit Facility set forth in Section 7.02 without the written
         consent of the Majority Revolving Credit Lenders, it being understood
         that no amendment to or waiver of any representation or warranty or any
         covenant contained in this Agreement or any other Credit Document, or
         of any Default, shall be deemed to be effective for purposes of
         determining whether the conditions precedent set forth in Section 7.02
         to the making of any extension of credit under the Revolving Credit
         Loans have been satisfied unless the Majority Revolving Credit Lenders
         shall have consented to such amendment or waiver; and


                                     -109-
<PAGE>


                  (o) any waiver, amendment or modification of this Agreement
         that by its terms affects the rights or duties under this Agreement of
         the Revolving Credit Lenders (but not the Term Loan Lenders) or the
         Term Loan Lenders (but not the Revolving Credit Lenders) may be
         effected by an agreement or agreements in writing entered into by
         Borrower and requisite percentage in interest of the affected Class of
         Lenders that would be required to consent thereto under this Section if
         such Class of Lenders were the only Class of Lenders hereunder at the
         time.

                 (ii) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by Section 13.04(i)(a) (other than clause (I) of such section), the
consent of the Majority Lenders is obtained but the consent of one or more of
such other Lenders whose consent is required is not obtained, then Borrower
shall have the right to replace each such non-consenting Lender or Lenders (so
long as all non-consenting Lenders are so replaced) with one or more Replacement
Lenders pursuant to Section 2.11 so long as at the time of such replacement each
such Replacement Lender consents to the proposed change, waiver, discharge or
termination.

                (iii) Notwithstanding anything in Section 13.04(i) to the
contrary, this Agreement and the other Credit Documents may be amended at any
time, and from time to time, after the Closing Date and prior to the date that
is two years thereafter, to increase the aggregate Revolving Credit Commitments
or to establish additional Term Loans under this Agreement, at the discretion of
Borrower and the Lead Arrangers (the "Greenshoe Option"), by an agreement in
writing entered into by Borrower, the Administrative Agent, the Collateral
Agent, the Lead Arrangers and each Person (including any Lender) that shall
agree to provide such Commitment or make a Term Loan (and each such Person that
shall not already be a Lender shall, at the time such agreement becomes
effective, become a Lender with the same effect as if it had originally been a
Lender under this Agreement with the Commitment and/or Term Loans set forth in
such agreement); provided that (i) the aggregate principal amount of the
additional Term Loans and the new Revolving Credit Commitments established
pursuant to this paragraph shall not exceed $100,000,000, (ii) no Default or
Event of Default shall have occurred and be continuing at the time of such
increase, (iii) no Commitment of any Lender shall be increased without the
consent of such Lender, (iv) if the Term Loans are increased pursuant to the
Greenshoe Option, the remaining scheduled payments set forth in Section 3.01(b)
shall be increased pro rata and (v) in the event that any upfront fee payable to
any Term Loan Lender in connection with the Greenshoe Option exceeds an amount
equal to 25 basis points on such Lender's additional commitment, Borrower will
pay existing Term Loan Lenders that are not providing an additional commitment
an amount equal to the number of basis points by which the fee payable to the
Term Loan Lender providing an additional commitment exceeds 25 basis points
multiplied by the commitment of each existing Term Loan Lender not providing an
additional commitment (it being understood that if the Greenshoe Option is sold
at a discount, such discount shall be treated as an upfront fee). The Loans and
Commitments established pursuant to this paragraph shall constitute Loans and
Commitments under, and shall be entitled to all the benefits afforded by, this
Agreement and the other Credit Documents, and shall, without limiting the
foregoing, benefit equally and ratably from the Guarantees and security
interests created by the Security Documents.

                  13.05. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

                  13.06. Assignments and Participations. (a) No Obligor may
assign its respective rights or obligations hereunder or under the Notes or any
other Credit Document without the prior written consent of all of the Lenders.

                  (a) Each Lender may assign to any Eligible Person any of its
Loans, its Notes, its Letter of Credit Interests and its Commitments (but only
with the consent (which shall not be unreasonably withheld, delayed or
conditioned) of Borrower and the Administrative Agent and, in the case of the


                                     -110-
<PAGE>


Revolving Credit Commitments, the Issuing Lender); provided, however, that (i)
no such consent by Borrower, the Issuing Lender or the Administrative Agent
shall be required in the case of any assignment to another Lender or any
Lender's Affiliate or an Approved Fund of any Lender (in which case, the
assignee and assignor Lenders shall give a Notice of Assignment to Borrower and
the Administrative Agent); (ii) no consent of Borrower need be obtained prior to
the completion of the Primary Syndication or if any Event of Default shall have
occurred and be continuing; (iii) each assignment, other than to a Lender or any
Lender's Affiliate or an Approved Fund of any Lender and other than any
assignment effected by the Lead Arrangers or any of their Affiliates in
connection with the Primary Syndication of the Commitments and/or Loans or
otherwise, shall be in an aggregate amount at least equal to $1.0 million unless
the assigning Lender's exposure is reduced to $0 or unless Borrower and the
Administrative Agent otherwise agree; and (iv) in no event may any such
assignment be made to any Obligor or any of its Affiliates without consent of
all Lenders. Any assignment of a Loan 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 a Loan shall be registered
on the Register only upon surrender for registration of assignment or transfer
of the Note evidencing such Loan (if a Note was issued in respect thereof),
accompanied by a Notice of Assignment, and upon consent thereto by Borrower, the
Administrative Agent and the Issuing Lender to the extent required above (none
of which consents to be unreasonably withheld), one or more new Notes (if
requested by the new Lender) in the same aggregate principal amount shall be
issued to the designated assignee and the old Notes shall be returned by the
Administrative Agent to Borrower marked "cancelled." Upon execution and delivery
by the assignee to Borrower and the Administrative Agent of a Notice of
Assignment, and upon consent thereto by Borrower, the Administrative Agent and
the Issuing Lender to the extent required above (none of which consents to be
unreasonably withheld), and in the case of a Loan, upon appropriate entries
being made in the Register the assignee shall have, to the extent of such
assignment (unless otherwise provided in such assignment with the consent of the
Administrative Agent), the obligations, rights and benefits of a Lender
hereunder holding the Commitment(s), Loans (or portions thereof) and Letter of
Credit Interests assigned to it (in addition to the Commitment(s), Letter of
Credit Interests and Loans, if any, theretofore held by such assignee) and the
assigning Lender shall, to the extent of such assignment, be released from the
Commitment(s) (or portion(s) thereof) so assigned. The parties to each
assignment shall execute and deliver to the Administrative Agent an agreement
substantially in the form of Exhibit N, together with a processing and
recordation fee of $3,500 (except, in the case of (i) an assignment to an
Affiliate of the assigning Lender or an Approved Fund of the assigning Lender,
the processing and recordation fee shall be $1,000 and (ii) an assignment
involving either of the Lead Arrangers, there shall be no fee required). Upon
any such assignment, certain rights and obligations of the assigning Lender
shall survive as set forth in Section 13.07. At the time of each assignment
pursuant to this Section 13.06(b) to any Eligible Person that is not already a
Lender hereunder, the respective assignee Lender shall provide to Borrower and
the Administrative Agent the appropriate Internal Revenue Service forms (and, if
applicable, a Section 5.06 Certificate) described in Section 5.06(b).
Notwithstanding the foregoing, Borrower shall be entitled to any consultation
rights granted to it by the Commitment Letter with respect to the syndication of
the Loans. In addition, notwithstanding anything to the contrary set forth
herein or in any of the other Credit Documents, any assignment to an Affiliate
of the assigning Lender or to an Approved Fund of the assigning Lender shall be
effective between such Lender and its Affiliate or Approved Fund immediately
without compliance with the conditions for assignment under this Section
13.06(b), but shall not be effective with respect to Borrower, any Agent, any
Issuing Lender, the Swing Loan Lender or any Lender, and Borrower, each Agent,
each Issuing Lender, the Swing Loan Lender and each Lender shall be entitled to
deal solely and directly with such assigning Lender under any such assignment,
in each case, until the conditions for assignment under this Section 13.06(b)
have been complied with.

                  (b) A Lender may sell or agree to sell to one or more other
Eligible Persons a participation in all or any part of any Loans and Letter of
Credit Interests held by it, or in its Commitments, in which event each
purchaser of a participation (a "Participant") shall be entitled to the rights
and


                                     -111-
<PAGE>


benefits of the provisions of Section 5 (provided, however, that no Participant
shall be entitled to receive any greater amount pursuant to Section 5 than the
transferor Lender would have been entitled to receive in respect of the
participation effected by such transferor Lender had no participation occurred,
except in the case of Section 5.06, where (a) the sale of the participation to
such Participant is made with Borrower's prior written consent (which shall not
be unreasonably withheld) or (b) where the entitlement to greater payments
results from a change in law after such Participant became a Participant) with
respect to its participation in such Loans, Letter of Credit Interests and
Commitments as if such Participant were a "Lender" for purposes of said Section,
but, except as otherwise provided in Section 4.07(c), shall not have any other
rights or benefits under this Agreement or any Note or any other Credit Document
(the Participant's rights against such Lender in respect of such participation
to be those set forth in the agreements executed by such Lender in favor of the
Participant). Except as otherwise expressly provided above in this Section
13.06(c), all amounts payable by Borrower to any Lender under Section 5 in
respect of Loans, Letter of Credit Interests and its Commitments shall be no
greater than the amount that would have applied if such Lender had not sold or
agreed to sell any participation in such Loans, Letter of Credit Interests and
Commitments, and as if such Lender were funding each of such Loan, Letter of
Credit Interests and Commitments in the same way that it is funding the portion
of such Loan, Letter of Credit Interests and Commitments in which no
participations have been sold. In no event shall a Lender that sells a
participation agree with the Participant to take or refrain from taking any
action hereunder or under any other Credit Document, except that such Lender may
agree with the Participant that it will not, without the consent of the
Participant, agree to any modification or amendment set forth in subclause (I),
(II), (III) or (VIII) of clause (a) of the proviso to Section 13.04(i).

                  (c) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 13.06, any Lender may
assign and pledge all or any portion of its Loans and its Notes to any United
States Federal Reserve Bank as collateral security pursuant to Regulation A of
the Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Bank and, in the case of a Lender that is an
investment fund, any such Lender may assign or pledge all or any portion of its
Loans and its Notes to its trustee or other creditors in support of its
obligations to its trustee or such other creditors, without notice to or consent
of Borrower, the Administrative Agent, Lead Arrangers or Issuing Lender. No such
assignment shall release the assigning Lender from its obligations hereunder.

                  (d) A Lender may furnish any information concerning any
Company in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants) subject,
however, to and so long as the recipient agrees in writing to be bound by the
provisions of Section 13.11. In addition, each Agent and each Lead Arranger may
furnish any information concerning any Obligor or any of its Affiliates in such
Agent's or such Lead Arranger's possession to any Affiliate of such Agent or
such Lead Arranger, subject, however, to the provisions of Section 13.11. The
Obligors shall assist any Lender in effectuating any assignment or participation
pursuant to this Section 13.06 (including during the Primary Syndication) in
whatever manner such Lender reasonably deems necessary, including participation
in meetings with prospective transferees.

                  13.07. Survival. The obligations of the Obligors under
Sections 5.01, 5.05, 5.06 and 13.03, the obligations of each Guarantor under
Section 6.03, and the obligations of the Lenders under Sections 5.06 and 11.02,
shall survive the repayment of the Loans and Reimbursement Obligations and the
termination of the Commitments and, in the case of any Lender that may assign
any interest in its Commitments, Loans or Letter of Credit Interest hereunder,
shall (to the extent relating to such time as it was a Lender) survive the
making of such assignment, notwithstanding that such assigning Lender may cease
to be a "Lender" hereunder. In addition, each representation and warranty made,
or deemed to be made by a notice of any extension of credit, herein or pursuant
hereto shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and


                                     -112-
<PAGE>


the Notes and the making of any extension of credit hereunder, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty.

                  13.08. Captions. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

                  13.09. Counterparts; Interpretation; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
the other Credit Documents, the Fee Letter and the Incremental Fee Letter
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof, other than the provisions of the
Commitment Letter and the Incremental Commitment Letter which by their express
terms survive the execution of this Agreement or the termination of the
Commitment Letter or the Incremental Commitment Letter pursuant to the terms of
the last paragraph thereof. Except as provided in Section 7.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  13.10. Governing Law; Submission to Jurisdiction; Waivers;
Etc. Each Credit Document shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to the principles of
conflicts of laws thereof to the extent that the application of the laws of
another jurisdiction would be required thereby (except in the case of the other
Credit Documents, to the extent otherwise expressly stated therein). Each
Obligor hereby irrevocably and unconditionally: (I) submits for itself and its
Property in any Proceeding relating to any Credit Document 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 Supreme Court of the State of New
York sitting in New York County, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof; (II)
consents that any such Proceeding may be brought in any such court and waives
trial by jury and any objection that it may now or hereafter have to the venue
of any such Proceeding in any such court or that such Proceeding was brought in
an inconvenient court and agrees not to plead or claim the same; (III) agrees
that service of process in any such Proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to Borrower at its address set forth in Section 13.02 or
at such other address of which Administrative Agent shall have been notified
pursuant thereto; and (IV) 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.

                  13.11. Confidentiality. Each Lender agrees to keep
confidential information obtained by it pursuant hereto and the other Credit
Documents confidential in accordance with such Lender's customary practices for
treatment of its confidential information and agrees that it will only use such
information in connection with the transactions contemplated by this Agreement
and not disclose any of such information other than (a) to such Lender's
Affiliates and its and its Affiliates' respective employees, representatives,
directors, attorneys, auditors, agents, professional advisors, trustees or
affiliates who are advised of the confidential nature of such information or to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provision


                                     -113-
<PAGE>


of this Section 13.11), (b) to the extent such information presently is or
hereafter becomes available to such Lender on a non-confidential basis from any
source of such information that is in the public domain at the time of
disclosure, (c) to the extent disclosure is required by law (including
applicable securities laws), regulation, subpoena or judicial order or process
(provided that notice of such requirement or order shall be promptly furnished
to Borrower unless such notice is legally prohibited) or requested or required
by bank, securities, insurance or investment company regulations or auditors or
any administrative body or commission (including the Securities Valuation Office
of the NAIC) to whose jurisdiction such Lender may be subject, (d) to any rating
agency to the extent required in connection with any rating to be assigned to
such Lender, (e) to assignees or participants or prospective assignees or
participants who agree to be bound by the provisions of this Section 13.11, (f)
to the extent required in connection with any litigation between any Obligor and
any Lender with respect to the Loans or this Agreement and the other Credit
Documents or (g) with Borrower's prior written consent.

                  Notwithstanding the foregoing and any other express or implied
agreement or understanding to the contrary, any party to this Agreement (and
each Affiliate, director, officer, employee, agent or representative of the
foregoing or such Affiliate) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
contemplated herein and all materials of any kind (including opinions or other
tax analyses) that are provided to such party relating to such tax treatment or
tax structure (it being understood that this authorization is retroactively
effective to the commencement of the first discussions between or among any of
the parties hereto regarding the transactions contemplated herein). The
foregoing language is not intended to waive any confidentiality obligations
otherwise applicable under this Agreement except with respect to the information
and materials specifically referenced in the preceding sentence.
 This authorization does not extend to disclosure of any other information,
including (a) the identity of participants or potential participants in the
transactions contemplated herein, (b) the existence or status of any
negotiations, or (c) any financial, business, legal or personal information of
or regarding a party or its affiliates, or of or regarding any participants or
potential participants in the transactions contemplated herein (or any of their
respective affiliates), in each case to the extent such other information is not
related to the tax treatment or tax structure of the transactions contemplated
herein.

                  13.12. Independence of Representations, Warranties and
Covenants. The representations, warranties and covenants contained herein shall
be independent of each other and no exception to any representation, warranty or
covenant shall be deemed to be an exception to any other representation,
warranty or covenant contained herein unless expressly provided, nor shall any
such exception be deemed to permit any action or omission that would be in
contravention of applicable law.

                  13.13. Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Agreement.

                  13.14. Acknowledgments. The Obligors hereby acknowledge that:
(a) this Agreement and the other Credit Documents are the result of negotiation
and each of the Obligors has been advised by counsel in connection with the
negotiation, execution and delivery of this Agreement and the other Credit
Documents; (b) no Creditor has any fiduciary or similar relationship to any
Obligor and the relationship between the Creditors on the one hand, and the
Obligors, on the other hand, is solely that of debtor and creditor; and (c) no
joint venture exists among the Creditors or among the Obligors and the
Creditors.

                  13.15. Limitation on Interest. The Obligors, the Agents and
the Lenders intend to contract in strict compliance with applicable usury laws
from time to time in effect. In furtherance thereof


                                     -114-
<PAGE>


such Persons stipulate and agree that none of the terms and provisions contained
in the Credit Documents shall ever be construed to create a contract to pay, for
the use, forbearance or detention of money, interest in excess of the maximum
amount of interest permitted to be charged by applicable law from time to time
in effect. No Obligor, endorser or other Person hereafter becoming liable for
payment of any Obligation shall ever be liable for unearned interest thereon or
shall ever be required to pay interest thereon in excess of the maximum amount
that may be lawfully contracted for, charged or received under applicable law
from time to time in effect, and the provisions of this section shall control
over all other provisions of the Credit Documents that may be in conflict or
apparent conflict herewith. The Agents and the Lenders expressly disavow any
intention to contract for, charge or collect excessive unearned interest or
finance charges in the event the maturity of any Obligation is accelerated. If
(a) the maturity of any Obligation is accelerated for any reason, (b) any
Obligation is prepaid and as a result any amounts held to constitute interest
are determined to be in excess of the legal maximum, or (c) an Agent or a Lender
shall otherwise collect moneys that are determined to constitute interest that
would otherwise increase the interest on any or all of the Obligations to an
amount in excess of that permitted to be charged by applicable law then in
effect, then all sums determined to constitute interest in excess of such legal
limit shall, without penalty, be promptly applied to reduce the then outstanding
principal of the related Obligations or, at the option of such Agent or such
Lender, as applicable, promptly returned to Borrower upon such determination. In
determining whether or not the interest paid or payable, under any specific
circumstance, exceeds the maximum amount permitted under applicable law, the
Agents and the Lenders and Borrower shall to the greatest extent permitted under
applicable law, (i) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate and spread the total
amount of interest throughout the entire contemplated term of instruments
evidencing the Obligations in accordance with the amounts outstanding from time
to time thereunder and the maximum legal rate of interest from time to time in
effect under applicable law in order to lawfully contract for, charge, or
receive the maximum amount of interest permitted under applicable law. In the
event applicable law provides for an interest ceiling under Chapter 303 of the
Texas Finance Code, as amended, for that day, the ceiling shall be the "weekly
ceiling" as defined in Chapter 303 of the Texas Finance Code, as amended;
provided that if any applicable law permits greater interest, the law permitting
the greatest interest shall apply. As used in this section the term "applicable
law" means the laws of the State of Texas or the laws of the United States,
whichever allow the greater interest, as such laws now exist or may be changed
or amended or come into effect in the future.


                            [Signature Pages Follow]


                                     -115-
<PAGE>

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


                                         ATRIUM COMPANIES, INC.


                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:


                                         Address for Notices:

                                         Atrium Companies, Inc.
                                         P.O. Box 226957
                                         Dallas, TX 75222-6957
                                         Effective Feb 1, 2004:

                                         Atrium Companies, Inc.
                                         5th Floor
                                         3890 West Northwest Highway
                                         Dallas, TX 75220
                                         Contact Person: Chief Financial Officer

                                         Telecopier No.: (214) 905-9185
                                         Telephone No.:  (214) 630-5757



                                      S-1
<PAGE>


                                           GUARANTORS:

                                           ATRIUM CORPORATION


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                           ATRIUM DOOR AND WINDOW COMPANY - WEST
                                             COAST


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                           ATRIUM DOOR AND WINDOW COMPANY OF
                                             THE NORTHWEST


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                           ATRIUM DOOR AND WINDOW COMPANY OF
                                              THE NORTHEAST


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:


                                      S-2
<PAGE>


                                           ATRIUM DOOR AND WINDOW COMPANY OF
                                             ARIZONA


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                           ATRIUM DOOR AND WINDOW COMPANY OF
                                             THE ROCKIES


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                           R.G. DARBY COMPANY, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:


                                           TOTAL TRIM, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                      S-3
<PAGE>


                                           WING INDUSTRIES, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:


                                           ATRIUM VINYL, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:


                                           THERMAL INDUSTRIES, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:


                                           ATRIUM EXTRUSION SYSTEMS, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:




                                      S-4
<PAGE>


                                           ALUMINUM SCREEN MANUFACTURERS, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                           MD CASTING, INC.


                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:



                                      S-5
<PAGE>



                                CANADIAN IMPERIAL BANK OF COMMERCE,
                                   as Administrative Agent and Collateral Agent


                                By:
                                    -------------------------------------------
                                    Name: Gerald J. Girardi
                                    Title:


                                Address for Notices:

                                425 Lexington Avenue
                                New York, New York  10017
                                Attention: Gerald J. Girardi

                                Telecopier No.: (212) 856-3558
                                Telephone No.:  (212) 856-3649



                                CIBC WORLD MARKETS CORP.,
                                   as a Lead Arranger


                                By:
                                    -------------------------------------------
                                    Name: Gerald J. Girardi
                                    Title:


                                Address for Notices:

                                425 Lexington Avenue
                                New York, New York  10017
                                Attention: Gerald J. Girardi

                                Telecopier No.: (212) 856-3558
                                Telephone No.:  (212) 856-3649



                                      S-6
<PAGE>


                                UBS SECURITIES LLC,
                                   as Syndication Agent and a Lead Arranger


                                By:
                                    ----------------------------------------
                                    Name:
                                    Title:



                                By:
                                    ----------------------------------------
                                    Name:
                                    Title:


                                Address for Notices:
                                UBS Securities LLC
                                299 Park Avenue
                                New York, New York
                                Attention: Patrick Curry

                                Telecopier No.: (212) 821-4752
                                Telephone No.:  (212) 821-4535



                                      S-7
<PAGE>


                               ANTARES CAPITAL CORPORATION,
                                  as Co-Documentation Agent


                               By:
                                   ----------------------------------------
                                   Name:
                                   Title:


                               Address for Notices:

                               311 South Wacker Dr., Suite 6400
                               Chicago, Illinois 60606
                               Attention: Pamela Rueda, Portfolio Administrator

                               Telecopier No.: (312) 697-3998
                               Telephone No.:  (312) 697-3940



                                      S-8
<PAGE>


                                CIT LENDING SERVICES CORPORATION,
                                   as Co-Documentation Agent


                                By:
                                   --------------------------------------------
                                   Name:
                                   Title:


                                Address for Notices:

                                c/o CIT Group Inc.
                                Business Credit/Corporate Finance Group
                                1 CIT Drive, 3rd Floor
                                Livingston, New Jersey 07039
                                Attention: Mark S. O'Keeffe, Managing Director

                                Telecopier No.: (973) 740-5721
                                Telephone No.:  (973) 740-5541


                                with a copy to:

                                c/o CIT Group Inc.
                                Corporate Legal Department
                                1 CIT Drive, 3rd Floor
                                Livingston, New Jersey 07039
                                Attention: John P. Sirico, II,
                                           Vice President & Assistant Chief
                                           Counsel

                                Telecopier No.: (973) 422-5822 or (973) 740-5841
                                Telephone No.:  (973) 422-5858



                                      S-9
<PAGE>



                                LENDERS:

                                CIBC INC.


                                By:
                                    ------------------------------------------
                                    Name: Gerald J. Girardi
                                    Title:



                                Lending Office for all Loans:


                                425 Lexington Avenue
                                New York, New York  10017


                                Address for Notices:

                                425 Lexington Avenue
                                New York, New York  10017
                                Attention: Gerald J. Girardi

                                Telecopier No.: (212) 856-3558
                                Telephone No.:  (212) 856-3649



                                      S-10
<PAGE>


                                UBS LOAN FINANCE LLC,
                                   as a Lender


                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:


                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:




                                Lending Office for all Loans:


                                c/o UBS AG, Stamford Branch
                                677 Washington Boulevard
                                Stamford, Connecticut  06901



                                Address for Notices:
                                UBS Loan Finance LLC
                                c/o UBS AG, Stamford Branch
                                677 Washington Boulevard
                                6th Floor South
                                Stamford, Connecticut  06901
                                Attention:  Deborah Porter

                                Telecopier No.: (203) 719-4176
                                Telephone No.:  (203) 719-6391



                                      S-11
<PAGE>


                                ANTARES CAPITAL CORPORATION,
                                   as a Lender


                                By:
                                    -------------------------------------------
                                    Name:
                                    Title:



                                Lending Office for all Loans:


                                311 South Wacker Dr., Suite 6400
                                Chicago, Illinois 60606


                                Address for Notices:

                                311 South Wacker Dr., Suite 6400
                                Chicago, Illinois 60606
                                Attention: Pamela Rueda, Portfolio Administrator

                                Telecopier No.: (312) 697-3998
                                Telephone No.:  (312) 697-3940




                                      S-12
<PAGE>


                             CIT LENDING SERVICES CORPORATION,
                                as a Lender


                             By:
                                 ------------------------------------------
                                 Name:
                                 Title:



                            Lending Office for all Loans:


                            c/o CIT Group Inc.
                            1 CIT Drive, 3rd Floor
                            Livingston, New Jersey 07039


                            Address for Notices:

                            c/o CIT Group Inc.
                            Business Credit/Corporate Finance Group
                            1 CIT Drive, 3rd Floor
                            Livingston, New Jersey 07039
                            Attention: Mark S. O'Keeffe, Managing Director

                            Telecopier No.: (973) 740-5721
                            Telephone No.:  (973) 740-5541


                            with a copy to:

                            c/o CIT Group Inc.
                            Corporate Legal Department
                            1 CIT Drive, 3rd Floor
                            Livingston, New Jersey 07039
                            Attention: John P. Sirico, II,
                                       Vice President & Assistant Chief Counsel

                            Telecopier No.: (973) 422-5822 or (973) 740-5841
                            Telephone No.:  (973) 422-5858



                                      S-13
<PAGE>


                                FLEET NATIONAL BANK,
                                   as a Lender


                                By:
                                   --------------------------------------------
                                   Name:  Michael DiSandro
                                   Title: Director



                                Lending Office for all Loans:


                                100 Federal Street
                                Boston, Massachusetts 02110


                                Address for Notices:

                                Loan Administration
                                100 Federal Street, 11th Floor
                                Boston, Massachusetts 02110
                                Attention:  Debora Williams

                                Telecopier No.: (617) 434-8276
                                Telephone No.:  (617) 434-9621



                                      S-14
<PAGE>



                                GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as a Lender


                                By:
                                   -------------------------------------------
                                   Name:  Brian Schwinn
                                   Title:



                                Lending Office for all Loans:


                                201 High Ridge Road
                                Stamford, Connecticut 06927-5100


                                Address for Notices:

                                Corporate Financial Services
                                201 High Ridge Road
                                Stamford, Connecticut 06927-5100
                                Attention:  Ginu Chacko

                                Telecopier No.: (203) 585-0321
                                Telephone No.:  (203) 316-7904


                                      S-15
<PAGE>

                                     ANNEX A


               GENERAL TERMS OF PERMITTED RECEIVABLES TRANSACTION


ORIGINATORS:
                                    Atrium Companies, Inc. ("Atrium") and/or its
                                    subsidiaries.

TRANSFEROR:                         A special purpose, bankruptcy remote entity,
                                    Atrium Funding Corp. ("Atrium Funding" and
                                    the "SPC"), established solely for the
                                    purposes outlined in this Discussion Term
                                    Sheet. Atrium Funding will (i) satisfy
                                    certain criteria acceptable to the
                                    Administrative Agent designed to ensure that
                                    the assets and liabilities of SPC will not
                                    be substantively consolidated with those of
                                    the Atrium and Originators and (ii) purchase
                                    Receivables and related property from the
                                    Originators in "true sale" transactions as
                                    described below.

SERVICER:                           Atrium will provide its unconditional
                                    obligation to act as Servicer to administer
                                    the Receivables on the Buyers' behalf until
                                    the Receivables have been collected in full.
                                    Provisions will be made for revocation of
                                    Atrium's role as Servicer upon the
                                    occurrence of a servicer default.

SUB-SERVICERS:                      TBD, if necessary.

FACILITY:                           Purchases of any undivided ownership
                                    interests in a revolving pool of domestic
                                    trade receivables ("Receivables") generated
                                    by the Originators and transferred to Atrium
                                    Funding. The transfer between the
                                    Originators and Atrium Funding will be
                                    characterized as legal true sales (discount
                                    of receivables at fair market value)
                                    supported by appropriate legal opinions to
                                    that effect. The Originators will sell the
                                    Receivables in existence on the closing date
                                    and arising on each day thereafter to the
                                    SPC pursuant to Purchase and Sale
                                    Agreements. The SPC will then transfer
                                    Receivables to the Buyers pursuant to a
                                    Receivables Purchase Agreement or incur debt
                                    secured by the Receivables.

BUYERS:                             "To be named," a multi-seller asset backed
                                    commercial paper conduit administered by "to
                                    be named," other multi-seller asset backed
                                    commercial paper conduits, collectively the
                                    "Purchasers," and/or the respective
                                    Liquidity Providers.

MAXIMUM NET INVESTMENT:             $75,000,000

RPA TERM:                           The term of the underlying RPA will be five
                                    years, subject to the availability of the
                                    supporting liquidity facility.

OBLIGORS:                           A diversified pool of customers of the
                                    Originators.



                                    Annex A-1

LIQUIDITY PROVIDERS:                A1/P1 rated institutions.

LIQUIDITY TERM:                     The liquidity facilities provided by each
                                    financial institution will be available on a
                                    committed basis for up to 364 days. The
                                    liquidity facility can be extended for
                                    additional periods not to exceed 364 days
                                    from the extension date upon the mutual
                                    consent of the Originator, Transferor,
                                    Buyers and the Liquidity providers.


                                   Annex A-2

<PAGE>


                                SCHEDULE 1.01(b)


                              SUBSIDIARY GUARANTORS


Atrium Door and Window Company - West Coast
Atrium Door and Window Company of the Northeast
Atrium Door and Window Company of the Northwest
Atrium Door and Window Company of Arizona
Atrium Door and Window Company of the Rockies
R.G. Darby Company, Inc.
Total Trim, Inc.
Wing Industries, Inc.
Atrium Vinyl, Inc.
Thermal Industries, Inc.
Aluminum Extrusion Systems, Inc.
Aluminum Screen Manufacturers, Inc.
MD Casting, Inc.


<PAGE>



                                SCHEDULE 3.01(b)


                         TERM LOAN AMORTIZATION PAYMENTS


<Table>
<Caption>
                        IF FINAL MATURITY DATE IS      IF FINAL MATURITY DATE
    DATE*               DECEMBER 10, 2008              IS DECEMBER 10, 2010
    -----               -------------------------      ----------------------
<S>                     <C>                            <C>
March 2004                    $    450,000                $ 450,000
June 2004                          450,000                  450,000
September 2004                     450,000                  450,000
December 2004                      450,000                  450,000
March 2005                         450,000                  450,000
June 2005                          450,000                  450,000
September 2005                     450,000                  450,000
December 2005                      450,000                  450,000
March 2006                         450,000                  450,000
June 2006                          450,000                  450,000
September 2006                     450,000                  450,000
December 2006                      450,000                  450,000
March 2007                         450,000                  450,000
June 2007                          450,000                  450,000
September 2007                     450,000                  450,000
December 2007                      450,000                  450,000
March 2008                      43,200,000                  450,000
June 2008                       43,200,000                  450,000
September 2008                  43,200,000                  450,000
December 10, 2008               43,200,000                  N.A.
December 2008                      N.A.                     450,000
March 2009                         N.A.                     450,000
June 2009                          N.A.                     450,000
September 2009                     N.A.                     450,000
December 2009                      N.A.                     450,000
March 2010                         N.A.                     42,300,000
June 2010                          N.A.                     42,300,000
September 2010                     N.A.                     42,300,000
December 10, 2010                  N.A.                     42,300,000
                              ------------                ------------
                              $180,000,000                $180,000,000
                              ============                ============
</Table>
-------------
* Unless otherwise indicated, such date is the last Business Day of the
  specified month.