CREDIT AGREEMENT

                                      among

                                  COVANCE INC.

                                  as Borrower,

                      CERTAIN SUBSIDIARIES OF COVANCE INC.

                                 as Guarantors,

                         THE LENDERS IDENTIFIED HEREIN,

                             BANK OF AMERICA, N.A.,

                            as Administrative Agent,

                                BARCLAYS BANK PLC

                                       and

                         PNC BANK, NATIONAL ASSOCIATION,

                            as Co-Syndication Agents,

                                       and

                             THE BANK OF NOVA SCOTIA

                                       and

                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                           as Co-Documentation Agents


                            DATED AS OF JUNE 28, 2001


                         BANC OF AMERICA SECURITIES LLC,

                     as Lead Arranger and Sole Book Manager
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

SECTION 1  DEFINITIONS AND ACCOUNTING TERMS.................................  1
      1.1  .........Definitions.............................................  1

SECTION 2  CREDIT FACILITIES................................................ 23
      2.1  .........Revolving Loans......................................... 23
      2.2  .........Letter of Credit Subfacility............................ 25
      2.3  .........Swing Line Loans Subfacility............................ 31
      2.4  .........Currency Equivalents.................................... 33

SECTION 3  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT..... 33
      3.1  .........Interest................................................ 33
      3.2  .........Place and Manner of Payments............................ 33
      3.3  .........Prepayments............................................. 34
      3.4  .........Fees.................................................... 35
      3.5  .........Payment in full at Maturity............................. 36
      3.6  .........Computations of Interest and Fees....................... 36
      3.7  .........Pro Rata Treatment...................................... 37
      3.8  .........Sharing of Payments..................................... 38
      3.9  .........Capital Adequacy........................................ 39
      3.10 .........Inability To Determine Eurocurrency Rate or Make Loans
                    in Foreign Currency..................................... 40
      3.11 .........Illegality.............................................. 40
      3.12 .........Requirements of Law..................................... 41
      3.13 .........Taxes................................................... 42
      3.14 .........Compensation............................................ 45

SECTION 4  GUARANTY......................................................... 45
      4.1  .........Guaranty of Payment..................................... 45
      4.2  .........Obligations Unconditional............................... 46
      4.3  .........Modifications........................................... 46
      4.4  .........Waiver of Rights........................................ 47
      4.5  .........Reinstatement........................................... 47
      4.6  .........Remedies................................................ 47
      4.7  .........Limitation of Guaranty.................................. 48
      4.8  .........Rights of Contribution.................................. 48
      4.9  .........Release of Guarantor.................................... 48

SECTION 5  CONDITIONS PRECEDENT............................................. 50
      5.1  .........Closing Conditions...................................... 50
      5.2  .........Conditions to All Extensions of Credit.................. 53

SECTION 6  REPRESENTATIONS AND WARRANTIES................................... 53
      6.1  .........Financial Condition..................................... 54
      6.2  .........No Material Change...................................... 54
      6.3  .........Organization and Good Standing.......................... 54
      6.4  .........Due Authorization....................................... 54
      6.5  .........No Conflicts............................................ 54
      6.6  .........Consents................................................ 55
      6.7  .........Enforceable Obligations................................. 55
      6.8  .........No Default.............................................. 55


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<PAGE>

      6.9  .........Liens................................................... 55
      6.10 .........Indebtedness............................................ 55
      6.11 .........Litigation.............................................. 55
      6.12 .........Taxes................................................... 55
      6.13 .........Compliance with Law..................................... 56
      6.14 .........ERISA................................................... 56
      6.15 .........Subsidiaries............................................ 57
      6.16 .........Use of Proceeds......................................... 57
      6.17 .........Government Regulation................................... 57
      6.18 .........Environmental Matters................................... 58
      6.19 .........Intellectual Property................................... 59
      6.20 .........Investments............................................. 59
      6.21 .........Disclosure.............................................. 59
      6.22 .........Licenses, etc........................................... 59
      6.23 .........Title to Properties..................................... 59
      6.24 .........Insurance............................................... 59

SECTION 7  AFFIRMATIVE COVENANTS............................................ 60
      7.1  .........Information Covenants................................... 60
      7.2  .........Financial Covenants..................................... 63
      7.3  .........Preservation of Existence and Franchises................ 64
      7.4  .........Books and Records....................................... 64
      7.5  .........Compliance with Law..................................... 64
      7.6  .........Payment of Taxes and Other Indebtedness................. 64
      7.7  .........Insurance............................................... 65
      7.8  .........Maintenance of Property................................. 65
      7.9  .........Performance of Obligations.............................. 65
      7.10 .........Use of Proceeds......................................... 65
      7.11 .........Audits/Inspections...................................... 65
      7.12 .........Additional Credit Parties............................... 66
      7.13 .........Additional Guarantors or Additional Pledges of Stock.... 66

SECTION 8  NEGATIVE COVENANTS............................................... 67
      8.1  .........Indebtedness............................................ 67
      8.2  .........Liens................................................... 69
      8.3  .........Nature of Business...................................... 69
      8.4  .........Consolidation and Merger................................ 69
      8.5  .........Sale or Lease of Assets................................. 70
      8.6  .........Sale Leasebacks......................................... 70
      8.7  .........Advances, Investments and Loans......................... 70
      8.8  .........Restricted Payments..................................... 70
      8.9  .........Fiscal Year; Accounting; Organizational Documents....... 71
      8.10 .........Limitation on Restricted Actions........................ 71

SECTION 9  EVENTS OF DEFAULT................................................ 71
      9.1  .........Events of Default....................................... 71
      9.2  .........Acceleration; Remedies.................................. 74
      9.3  .........Allocation of Payments After Acceleration............... 75
      9.4  .........Judgment Currency....................................... 76

SECTION 10 AGENCY PROVISIONS................................................ 76
     10.1  .........Appointment and Authorization of Administrative Agent... 76
     10.2  .........Delegation of Duties.................................... 77
     10.3  .........Liability of Administrative Agent....................... 77


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<PAGE>

     10.4  .........Reliance by Administrative Agent........................ 78
     10.5  .........Notice of Default....................................... 78
     10.6  .........Credit Decision; Disclosure of Information by
                    Administrative Agent.................................... 79
     10.7  .........Indemnification of Administrative Agent................. 79
     10.8  .........Administrative Agent in its Individual Capacity......... 80
     10.9  .........Successor Administrative Agent.......................... 80
     10.10 .........Other Agents; Lead Managers............................. 81

SECTION 11 MISCELLANEOUS.................................................... 81
     11.1  .........Notices................................................. 81
     11.2  .........Right of Set-Off........................................ 82
     11.3  .........Benefit of Agreement.................................... 82
     11.4  .........No Waiver; Remedies Cumulative.......................... 86
     11.5  .........Payment of Expenses; Indemnification.................... 86
     11.6  .........Amendments, Waivers and Consents........................ 87
     11.7  .........Counterparts............................................ 88
     11.8  .........Headings................................................ 88
     11.9  .........Defaulting Lender....................................... 88
     11.10 .........Survival of Indemnification and Representations and
                    Warranties.............................................. 88
     11.11 .........Governing Law........................................... 89
     11.12 .........Waiver of Jury Trial; Waiver of Consequential Damages... 89
     11.13 .........Time.................................................... 89
     11.14 .........Severability............................................ 89
     11.15 .........Entirety; Continuing Agreement.......................... 89
     11.16 .........Binding Effect.......................................... 90
     11.17 .........Confidentiality......................................... 90


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<PAGE>

SCHEDULES
---------

Schedule 1.1(a)            Revolving Commitment Percentages
Schedule 2.2(c)            Existing Letters of Credit
Schedule 6.10              Indebtedness
Schedule 6.12              Taxes
Schedule 6.15              Subsidiaries and Location of Facilities
Schedule 8.2               Liens
Schedule 8.7               Investments
Schedule 11.1              Notices



EXHIBITS
--------

Exhibit 2.1(b)             Form of Notice of Borrowing
Exhibit 2.1(e)             Form of Notice of Continuation/Conversion
Exhibit 2.1(g)             Form of Revolving Note
Exhibit 2.3(b)             Form of Swing Line Loan Request
Exhibit 2.3(e)             Form of Swing Line Loan Note
Exhibit 7.1(c)             Form of Officer's Certificate
Exhibit 7.12               Form of Joinder Agreement
Exhibit 11.3               Form of Assignment Agreement


iv
<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "Credit Agreement" or this "Agreement"), is entered into
as of June 28, 2001 among COVANCE INC., a Delaware corporation ("Borrower"),
certain of the Borrower's Subsidiaries (individually a "Guarantor" and
collectively the "Guarantors"), the Lenders (as defined herein) and BANK OF
AMERICA, N.A., as Administrative Agent for the Lenders.


                                    RECITALS

         WHEREAS, Borrower wishes to enter into a $150 million revolving credit
facility; and

         WHEREAS, the Lenders party hereto have agreed to make the requested
revolving credit facility available to the Borrower on the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    SECTION 1

                        DEFINITIONS AND ACCOUNTING TERMS
                        --------------------------------

         1.1      Definitions.
                  -----------

         As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms herein shall
include in the singular number the plural and in the plural the singular:

                  "Acquisition" means the acquisition by any Person of (a) all
         or substantially all of the Capital Stock of another Person, (b) all or
         substantially all of the assets of another Person or (c) all or
         substantially all of a line of business of another Person, in each case
         whether or not involving a merger or consolidation with such other
         Person.

                  "Additional Assets" means assets used or useful in the same or
         a similar line of business as the Borrower or any of its Subsidiaries
         were engaged in on the Closing Date (or otherwise permitted by Section
         8.3).

                  "Additional Credit Party" means, at any time, each Person that
         shall have executed a Joinder Agreement after the Closing Date,
         together with its successors and assigns, but excluding any such Person
         that shall have been released from its Guaranty Obligations pursuant to
         Section 4.9, Section 7.12 or Section 7.13.

                  "Adjusted Base Rate" means the Base Rate plus the Applicable
         Percentage.

                  "Adjusted Eurocurrency Rate" means the Eurocurrency Rate plus
         the Applicable Percentage.

                  "Administrative Agent" means Bank of America or any successor
         administrative agent appointed pursuant to Section 10.9.

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling (including but not limited to
         all directors and officers of such Person), controlled by or under
         direct or indirect common control with such Person. A Person shall be
         deemed to control a corporation if such Person possesses, directly or
         indirectly, the power (i) to vote 10% or more of the securities having
         ordinary voting power for the election of directors of such corporation
         or (ii) to direct or cause direction of the management and policies of
         such corporation, whether through the ownership of voting securities,
         by contract or otherwise.

                  "Agent-Related Persons" means the Administrative Agent
         (including any successor administrative agent), together with its
         Affiliates (including, in the case of Bank of America in its capacity
         as the Administrative Agent, Banc of America Securities LLC), and the
         officers, directors, employees, agents and attorneys-in-fact of such
         Persons and Affiliates.
<PAGE>

                  "Agency Services Address" means Bank of America, N.A.,
         NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255,
         Attn: Agency Services, or such other address as may be identified by
         written notice from the Administrative Agent to the Borrower.

                  "Applicable Parties" means a collective reference to (a) the
         Borrower (net of its Investments in, or the assets of, its
         Subsidiaries), (b) the other Credit Parties (together with their
         Subsidiaries on a consolidated basis) and (c) the First Tier Foreign
         Subsidiaries in which the Lenders have received a pledge of 65% of
         their Voting Stock (together with their Subsidiaries on a consolidated
         basis).

                  "Applicable Percentage" means the appropriate applicable
         percentages corresponding to the Consolidated Leverage Ratio in effect
         as of the most recent Calculation Date as shown below:

================================================================================
                                  Applicable      Applicable
                                  Percentage      Percentage        Applicable
                                     for             for            Percentage
  Pricing       Consolidated      Base Rate      Eurocurrency     for Letter of
   Level       Leverage Ratio       Loans           Loans           Credit Fee
--------------------------------------------------------------------------------
      I         < 1.5 to 1.0         0.375%          1.375%             1.375%
--------------------------------------------------------------------------------
     II       < 2.0 to 1.0 but       0.75%           1.75%              1.75%
                > 1.50 to 1.0
                -
--------------------------------------------------------------------------------
    III       < 2.50 to 1.0 but      1.00%           2.00%              2.00%
                > 2.0 to 1.0
                -
--------------------------------------------------------------------------------
     IV         > 2.50 to 1.0        1.25%           2.25%              2.25%
                -
================================================================================

                  The Applicable Percentage for Base Rate Loans, Eurocurrency
         Loans and the Letter of Credit Fee shall, in each case, be determined
         and adjusted quarterly on the date (each a "Calculation Date") five
         Business Days after the date by which the Borrower is required to
         provide the officer's certificate in accordance with the provisions of
         Section 7.1(c); provided that the initial Applicable Percentage for
         Base Rate Loans, Eurocurrency Loans and the Letter of Credit Fee shall
         be based on Pricing Level I (as shown above) and shall remain at
         Pricing Level I until the first Calculation Date subsequent to the
         Closing Date and, thereafter, the Pricing Level shall be determined by
         the then current Consolidated Leverage Ratio; provided further that if
         the Borrower fails to provide the officer's certificate required by
         Section 7.1(c) on or before any Calculation Date subsequent to the
         Closing Date, the Applicable Percentage for Revolving Loans and the
         Letter of Credit Fee shall be based on Pricing Level IV from such
         Calculation Date until such time that an appropriate officer's
         certificate is provided whereupon the Pricing Level shall be determined
         by the then current Consolidated Leverage Ratio. Each determination of
         the Applicable Percentage shall be effective from one Calculation Date
         until the next Calculation Date, except as set forth above. Any
         adjustment in the Applicable Percentage shall be applicable to all
         existing Loans and Letters of Credit as well as any new Loans made or
         Letters of Credit issued.

                  "Asset Disposition" means the disposition of any or all of the
         assets of a Credit Party or any of its Subsidiaries whether by sale,
         lease, transfer, condemnation or otherwise, other than sales, leases,
         transfers or other dispositions of assets permitted by Sections
         8.5(a) - (f).

                  "Bank of America" means Bank of America, N.A. (or any
         successor thereto).

                  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
         United States Code, as amended, modified, succeeded or replaced from
         time to time.

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. If for
         any reason the Administrative Agent shall have determined (which
         determination shall be conclusive absent manifest error) that it is
         unable after due inquiry to ascertain the Federal Funds Rate for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms hereof,
         the Base Rate shall be determined without regard to clause (a) of the
         first sentence of this definition until the circumstances giving rise
         to such inability no longer exist. Any change in the Base Rate due to a
         change in the Prime Rate

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<PAGE>

         or the Federal Funds Rate shall be effective at the opening of business
         on the day specified in the public announcement of such change.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Adjusted Base Rate.

                  "Benefits Plan" means each of (a) the Employee Stock Ownership
         Plan of the Borrower, (b) the Trust Deed of the Covance Inc. Employee
         Share Trust between the trustee and the Borrower, (c) the Stock
         Purchase Savings Plan of the Borrower restated as of December 31, 1996,
         (d) the Employee Stock Purchase Plan of the Borrower, (e) the Employee
         Equity Participation Program of the Borrower and the 2000 Employee
         Equity Participation Program of the Borrower and (f) any other "pension
         plan" (as defined in Section 3(2) of ERISA) of the Borrower or trust
         created thereunder.

                  "Borrower" means Covance Inc., a Delaware corporation,
         together with any permitted successors and assigns.

                  "Business Day" means any day other than a Saturday, a Sunday,
         a legal holiday or a day on which banking institutions are authorized
         or required by law or other governmental action to close in Charlotte,
         North Carolina or New York, New York; provided that in the case of
         Eurocurrency Loans, such day is also a day on which dealings between
         banks are carried on in U.S. dollar deposits in the London interbank
         market.

                  "Calculation Date" has the meaning set forth in the definition
         of Applicable Percentage.

                  "Capital Lease" means, as applied to any Person, any lease of
         any property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is or should be accounted for as a
         capital lease on the balance sheet of that Person.

                  "Capital Stock" means (a) in the case of a corporation, all
         classes of capital stock of such corporation, (b) in the case of a
         partnership, partnership interests (whether general or limited), (c) in
         the case of a limited liability company, membership interests and (d)
         any other interest or participation that confers on a Person the right
         to receive a share of the profits and losses of, or distributions of
         assets of, the issuing Person.

                  "Carry-Forward Amount" has the meaning set forth in Section
         7.2(d).

                  "Cash Equivalents" means (a) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than twelve months from the date of
         acquisition, (b) U.S. dollar denominated time and demand deposits and
         certificates of deposit of (i) any Lender, (ii) any domestic commercial
         bank having capital and surplus in excess of $500,000,000 or (iii) any
         bank whose short-term commercial paper rating from S&P is at least A-1
         or the equivalent thereof or from Moody's is at least P-1 or the
         equivalent thereof (any such bank being an "Approved Bank"), in each
         case with maturities of not more than 270 days from the date of
         acquisition, (c) commercial paper and variable or fixed rate notes
         issued by any Approved Bank (or by the parent company thereof) or any
         variable rate notes issued by, or guaranteed by, any domestic
         corporation rated A-1 (or the equivalent thereof) or better by S&P or
         P-1 (or the equivalent thereof) or better by Moody's and maturing
         within six months of the date of acquisition, (d) repurchase agreements
         with a bank or trust company (including any of the Lenders) or
         securities dealer having capital and surplus in excess of $500,000,000
         for direct obligations issued by or fully guaranteed by the United
         States of America in which the Borrower shall have a perfected first
         priority security interest (subject to no other Liens) and having, on
         the date of purchase thereof, a fair market value of at least 100% of
         the amount of the repurchase obligations, (e) marketable direct
         obligations issued by any state of the United States of America or any
         political subdivision of any such state or any public instrumentality
         thereof maturing within one year from the date of acquisition thereof
         and, at the time of acquisition, rated A-1 (or the equivalent thereof)
         or better from S&P or rated P-1 (or the equivalent thereof) or better
         from Moody's, (f) Eurocurrency time deposits having a maturity of less
         than one year purchased from any Lender directly (whether or not such
         deposit is with such Lender or any other Lender hereunder) and (g)
         Investments, classified in accordance with GAAP as current assets, in
         money market investment programs registered under the Investment
         Company Act of 1940, as amended, which are administered by financial
         institutions having capital of at least $500,000,000 and the portfolios
         of which are limited to Investments of the character described in the
         foregoing subdivisions (a) through (f).

                  "Change of Control" means the occurrence of the following
         event: any "person" or "group" (within the meaning

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<PAGE>

         of Section 13(d) or 14(d) of the Exchange Act) has become, directly or
         indirectly, the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
         under the Exchange Act, except that a Person shall be deemed to have
         "beneficial ownership" of all shares that any such Person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), by way of merger, consolidation or otherwise, of
         30% or more of the voting power of the Voting Stock of the Borrower on
         a fully-diluted basis, after giving effect to the conversion and
         exercise of all outstanding warrants, options and other securities of
         the Borrower (whether or not such securities are then currently
         convertible or exercisable); provided that the Benefit Plans shall not
         be deemed to be a "beneficial owner" under this definition.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986 and the rules
         and regulations promulgated thereunder, as amended, modified, succeeded
         or replaced from time to time.

                  "Collateral" has the meaning set forth in the Pledge
         Agreements.

                  "Collateral Assignment of Notes" means those certain
         Collateral Assignment of Notes, executed and delivered by the
         applicable Credit Parties in favor of the Administrative Agent, for the
         benefit of the Lenders, collaterally assigning promissory notes issued
         by any Non-Material Domestic Subsidiary to a Credit Party.

                  "Collateral Documents" means the Pledge Agreements and the
         Collateral Assignments of Notes.

                  "Commitment Fees" has the meaning set forth in Section 3.4(a).

                  "Commitments" means (a) with respect to each Lender, the
         obligation of such Lender to make Loans or participate in Letters of
         Credit hereunder in an amount not to exceed the Revolving Commitment
         Percentage of such Lender multiplied by the Revolving Committed Amount,
         (b) with respect to the Issuing Lender, the obligation of the Issuing
         Lender to issue Letters of Credit in an aggregate face amount not to
         exceed the LOC Committed Amount and (c) with respect to Bank of
         America, the obligation of Bank of America to make Swing Line Loans in
         an amount not to exceed the Swing Line Committed Amount.

                  "Consolidated Capital Expenditures" means all expenditures of
         the Credit Parties and their Subsidiaries on a consolidated basis
         which, in accordance with GAAP, would be classified as capital
         expenditures, including, without limitation, Capital Leases.

                  "Consolidated EBIT" means, for any period, with respect to the
         Borrower and its Subsidiaries on a consolidated basis, the sum of (a)
         Consolidated Net Income for such period (excluding the effect of any
         extraordinary or other non-recurring gains or losses outside of the
         ordinary course of business), plus (b) an amount which, in the
         determination of Consolidated Net Income for such period, has been
         deducted for (i) Consolidated Interest Expense for such period and (ii)
         total Federal, state, foreign or other income taxes for such period,
         all as determined in accordance with GAAP.

                  "Consolidated EBITDA" means, for any period, with respect to
         the Borrower and its Subsidiaries on a consolidated basis, an amount
         equal to (a) Consolidated EBIT plus (b) an amount which, in the
         determination of Consolidated Net Income for such period, has been
         deducted for all depreciation and amortization for such period, all as
         determined in accordance with GAAP.

                  "Consolidated Interest Coverage Ratio" means the ratio of (a)
         Consolidated EBIT to (b) Consolidated Interest Expense.

                  "Consolidated Interest Expense" means, for any period, with
         respect to the Credit Parties and their Subsidiaries on a consolidated
         basis, all interest expense (net of interest income), including the
         interest component under Capital Leases, as determined in accordance
         with GAAP.

                  "Consolidated Leverage Ratio" means the ratio of (a) Funded
         Debt to (b) Consolidated EBITDA.

                  "Consolidated Net Income" means, for any period, the net
         income after taxes for such period of the Credit Parties and their
         Subsidiaries on a consolidated basis, as determined in accordance with
         GAAP.

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<PAGE>

                  "Consolidated Net Worth" means, as of any date, the
         shareholders' equity or net worth of the Credit Parties and their
         Subsidiaries on a consolidated basis, as determined in accordance with
         GAAP.

                  "Credit Documents" means this Credit Agreement, the Notes, the
         LOC Documents, any Joinder Agreement, the Fee Letter, the Collateral
         Documents and all other related agreements and documents issued or
         delivered hereunder by a Credit Party or one of its Subsidiaries to
         secure the Credit Party Obligations.

                  "Credit Parties" means the Borrower and the Guarantors, and
         "Credit Party" means any one of them.

                  "Credit Party Obligations" means, without duplication, all of
         the obligations of the Credit Parties to the Lenders (including the
         Issuing Lender and Bank of America) and the Administrative Agent,
         whether for principal, interest, fees, LOC Obligations,
         indemnifications or otherwise whenever arising, under this Credit
         Agreement, the Notes, the Collateral Documents or any of the other
         Credit Documents to which the Borrower or any other Credit Party is a
         party, including, without limitation (to the extent permitted by
         applicable laws), any amounts that would have accrued but for the
         automatic stay under the Bankruptcy Code.

                  "Debt Issuance" means the issuance of any Indebtedness for
         borrowed money by a Credit Party or any of its Subsidiaries, other than
         Indebtedness permitted by Section 8.1(a) - (i).

                  "Default" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" means, at any time, any Lender that: (a)
         has failed to make a Loan or purchase a Participation Interest required
         pursuant to the terms of this Credit Agreement (but only for so long as
         such Loan is not made or such Participation Interest is not purchased),
         (b) has failed to pay to the Administrative Agent or any Lender an
         amount owed by such Lender pursuant to the terms of this Credit
         Agreement (but only for so long as such amount has not been repaid) or
         (c) has been deemed insolvent or has become subject to a bankruptcy or
         insolvency proceeding or to a receiver, trustee or similar official.

                  "Disclosure Documents" means, collectively, as of any date,
         the Credit Documents, the SEC Documents and other certificates or
         instruments provided to the Administrative Agent and the Lenders in
         connection with this Credit Agreement.

                  "Dividend Restricted Payment" has the meaning set forth in
         Section 8.8.

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

                  "Domestic Subsidiary" means each direct and indirect
         Subsidiary of the Borrower that is domiciled, incorporated or organized
         under the laws of any State of the United States or the District of
         Columbia.

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; and (c) any other Person approved by the Administrative Agent,
         the Issuing Lender and the Borrower (such approval not to be
         unreasonably withheld or delayed); provided that (i) the Borrower's
         consent is not required during the existence and continuation of a
         Default or an Event of Default, (ii) approval by the Borrower shall be
         deemed given if no objection is received by the assigning Lender and
         the Administrative Agent from the Borrower within five Business Days
         after notice of such proposed assignment has been delivered to the
         Borrower; and (iii) neither the Borrower nor an Affiliate of the
         Borrower shall qualify as an Eligible Assignee.

                  "Environmental Claim" means any investigation, written notice,
         violation, written demand, written allegation, action, suit,
         injunction, judgment, order, consent decree, penalty, fine, lien,
         proceeding, or written claim whether administrative, judicial, or
         private in nature arising (a) pursuant to, or in connection with, an
         actual or alleged violation of, any Environmental Law, (b) in
         connection with any Hazardous Material, (c) from any assessment,
         abatement, removal, remedial, corrective, or other response action in
         connection with an Environmental Law or other order of a Governmental
         Authority or (d) from any actual or alleged damage, injury, threat, or
         harm to health, safety, natural resources, or the environment.

5
<PAGE>

                  "Environmental Laws" means any legal requirement of any
         Governmental Authority pertaining to (a) the protection of health,
         safety, and the indoor or outdoor environment, (b) the conservation,
         management, or use of natural resources and wildlife, (c) the
         protection or use of surface water and groundwater, (d) the management,
         manufacture, possession, presence, use, generation, transportation,
         treatment, storage, disposal, release, threatened release, abatement,
         removal, remediation or handling of, or exposure to, any hazardous or
         toxic substance or material or (e) pollution (including any release to
         land surface water and groundwater) and includes, without limitation,
         the Comprehensive Environmental Response, Compensation, and Liability
         Act of 1980, as amended by the Superfund Amendments and Reauthorization
         Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended
         by the Resource Conservation and Recovery Act of 1976 and Hazardous and
         Solid Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water
         Pollution Control Act, as amended by the Clean Water Act of 1977, 33
         USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et
         seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq.,
         Hazardous Materials Transportation Act, 49 USC App. 1801 et seq.,
         Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et
         seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency
         Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq.,
         National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe
         Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any
         analogous implementing or successor law, and any amendment, rule,
         regulation, order, or directive issued thereunder.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity, whether or not
         incorporated, treated as a single employer under Section 414(b) or (c)
         of the Code, and for the purpose of Section 302 of ERISA and/or Section
         412, 4971, 4977 and/or each "applicable section" under Section
         414(t)(2) of the Code, under Section 414(b), (c), (m) or (o) of the
         Code.

                  "Eurocurrency Loan" means a Loan bearing interest based at a
         rate determined by reference to the Eurocurrency Rate.

                  "Eurocurrency Rate" means, for the Interest Period for each
         Eurocurrency Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:

                  Eurocurrency Rate =       London Interbank Offered Rate
                                         -----------------------------------
                                         1 - Eurocurrency Reserve Percentage

                  "Eurocurrency Reserve Percentage" means for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D, as such regulation may be amended from time to
         time or any successor regulation, as the maximum reserve requirement
         (including, without limitation, any basic, supplemental, emergency,
         special, or marginal reserves) applicable with respect to Eurocurrency
         liabilities as that term is defined in Regulation D (or against any
         other category of liabilities that includes deposits by reference to
         which the interest rate of Eurocurrency Loans is determined), whether
         or not a Lender has any Eurocurrency liabilities subject to such
         reserve requirement at that time. Eurocurrency Loans shall be deemed to
         constitute Eurocurrency liabilities and as such shall be deemed subject
         to reserve requirements without benefits of credits for proration,
         exceptions or offsets that may be available from time to time to a
         Lender. The Eurocurrency Rate shall be adjusted automatically on and as
         of the effective date of any change in the Eurocurrency Reserve
         Percentage.

                  "Event of Default" means any of the events or circumstances
         described in Section 9.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations promulgated thereunder, as
         amended, modified, succeeded or replaced from time to time.

                  "Extension of Credit" means, as to any Lender, the making of a
         Loan by such Lender (or a participation therein by a Lender) or the
         issuance of, or participation in, a Letter of Credit by such Lender.

                  "Existing Credit Facilities" means (a) that certain Credit
         Agreement, dated as of November 26, 1996, among the

6
<PAGE>

         Borrower, the Guarantors, the lenders party thereto, Bank of America,
         N.A., formerly NationsBank, N.A., as administrative agent, and Wachovia
         Bank, N.A., formerly Wachovia Bank of Georgia, N.A., as syndication
         agent, and (b) that certain Credit Agreement, dated as of June 28,
         2000, among the Borrower, the Guarantors, the lenders party thereto and
         Bank of America, N.A., as administrative agent, in each case as
         amended, modified, supplemented, extended or restated from time to time
         and as in effect on the Closing Date.

                  "Existing Letters of Credit" means the Letters of Credit
         described by date, issuance, letter of credit number, undrawn amount,
         name of beneficiary and the date of expiry set forth on Schedule
         2.2(c).

                  "Federal Funds Rate" means for any day the rate per annum
         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
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day and (b) if no such rate is so published on such next
         preceding Business Day, the Federal Funds Rate for such day shall be
         the average rate quoted to the Administrative Agent on such day on such
         transactions as determined by the Administrative Agent.

                  "Fee Letter" means that certain letter agreement, dated as of
         May 3, 2001, between the Administrative Agent and the Borrower, as
         amended, modified, supplemented or replaced from time to time.

                  "First Tier Foreign Subsidiary" means, at any date of
         determination, each Foreign Subsidiary in which any one or more of the
         Borrower and its Domestic Subsidiaries owns more than 50%, in the
         aggregate, of the Voting Stock of such Foreign Subsidiary.

                  "Foreign Currency" means British Pounds Sterling, Japanese
         Yen, Swiss Francs and the Euro or such other currency as agreed to
         between the Borrower and all the Lenders. Each Foreign Currency must be
         one (a) that is readily available to the Lenders and freely
         transferable and convertible into Dollars and (b) in which deposits are
         generally available to the Lenders in the London interbank market.

                  "Foreign Subsidiaries" means all Subsidiaries of the Borrower
         that are not Domestic Subsidiaries.

                  "Funded Debt" means, without duplication, the sum of (a) all
         Indebtedness of the Credit Parties and their Subsidiaries for borrowed
         money, (b) all purchase money Indebtedness of the Credit Parties and
         their Subsidiaries, (c) the principal portion of all obligations of the
         Credit Parties and their Subsidiaries under Capital Leases, (d) all
         obligations, contingent or otherwise, relative to the face amount of
         all letters of credit (other than letters of credit supporting trade
         payables in the ordinary course of business), whether or not drawn, and
         banker's acceptances issued for the account of such Person (it being
         understood that, to the extent an undrawn letter of credit supports
         another obligation consisting of Indebtedness, in calculating
         aggregated Indebtedness only such other obligation shall be included),
         (e) the principal balance outstanding under any synthetic lease, tax
         retention operating lease, off-balance sheet loan or similar
         off-balance sheet financing product where such transaction is
         considered borrowed money indebtedness for tax purposes but is
         classified as an operating lease in accordance with GAAP, (f) all
         Guaranty Obligations of the Credit Parties and their Subsidiaries with
         respect to Indebtedness of another Person of the types described in
         clauses (a) - (e) above, (g) all Indebtedness of another Person of the
         types described in clauses (a) - (e) above secured by a Lien on any
         property of the Credit Parties and their Subsidiaries whether or not
         such Indebtedness has been assumed by a Credit Party or any of its
         Subsidiaries and (h) all Indebtedness of the types described in clauses
         (a) - (e) above of any partnership or unincorporated joint venture to
         the extent a Credit Party or one of its Subsidiaries is legally
         obligated, net of any assets of such partnership or joint venture.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to Section 1.3.

                  "Governmental Authority" means any Federal, state, local,
         provincial or foreign court or governmental agency, authority,
         instrumentality or regulatory body.

                  "Guarantor" means at any time, (a) each of the parties to this
         Credit Agreement listed as "Guarantors" on the signature pages hereof
         (which are the only Material Domestic Subsidiaries as of the Closing
         Date) and (b) each other

7
<PAGE>

         Person that is an Additional Credit Party, in each case, together with
         their successors and assigns, but excluding any such Person that shall
         have been released from its Guaranty Obligations pursuant to Section
         4.9, Section 7.12 or Section 7.13.

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations (other than endorsements in the
         ordinary course of business of negotiable instruments for deposit or
         collection) guaranteeing any Indebtedness of any other Person in any
         manner, whether direct or indirect, and including without limitation
         any obligation, whether or not contingent, (a) to purchase any such
         Indebtedness or other obligation or any property constituting security
         therefor, (b) to advance or provide funds or other support for the
         payment or purchase of such Indebtedness or to maintain working capital
         or solvency of such other Person (including, without limitation,
         maintenance agreements, comfort letters, take or pay arrangements, put
         agreements or similar agreements or arrangements but excluding any
         comfort letters, letters of awareness or similar agreements or
         arrangements to the extent such Person is not legally obligated
         thereunder) for the benefit of the holder of Indebtedness of such other
         Person, (c) to lease or purchase property, securities or services
         primarily for the purpose of assuring the owner of such Indebtedness or
         (d) to otherwise assure or hold harmless the owner of such Indebtedness
         or obligation against loss in respect thereof. The amount of any
         Guaranty Obligation hereunder shall (subject to any limitations set
         forth therein) be deemed to be an amount equal to the outstanding
         principal amount (or maximum principal amount, if larger) of the
         Indebtedness in respect of which such Guaranty Obligation is made.

                  "Hazardous Materials" means any substance, material or waste
         defined or regulated in or under any applicable Environmental Laws.

                  "Hedging Agreements" means, collectively, interest rate
         protection agreements, foreign currency exchange agreements, commodity
         purchase or option agreements or other interest or exchange rate or
         commodity price hedging agreements, in each case, entered into or
         purchased by a Credit Party.

                  "Indebtedness" of any Person means, without duplication, (a)
         all obligations of such Person for borrowed money, (b) all obligations
         of such Person evidenced by bonds, debentures, notes or similar
         instruments, or upon which interest payments are customarily made, (c)
         all obligations of such Person under conditional sale or other title
         retention agreements relating to property purchased by such Person to
         the extent of the value of such property (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (d) all obligations,
         other than intercompany items, of such Person issued or assumed as the
         deferred purchase price of property or services purchased by such
         Person which would appear as liabilities on a balance sheet of such
         Person, (e) all Indebtedness of others secured by any Lien on property
         or assets owned by such Person, (f) all Guaranty Obligations of such
         Person, (g) the principal portion of all obligations of such Person
         under (i) Capital Leases and (ii) any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product of such Person where such transaction is considered
         borrowed money indebtedness for tax purposes but is classified as an
         operating lease in accordance with GAAP, (h) the maximum amount of all
         performance and standby letters of credit issued or bankers'
         acceptances facilities created for the account of such Person and,
         without duplication, all drafts drawn thereunder (to the extent
         unreimbursed), (i) the payment obligations required by such Person to
         be made, prior to the Maturity Date, for mandatory redemption or
         mandatory sinking fund payments under any preferred stock issued by
         such Person, (j) all net obligations of such Person in respect of
         Hedging Agreements, (k) the aggregate amount of uncollected accounts
         receivable of such Person subject at such time to a sale of receivables
         (or similar transaction) regardless of whether such transaction is
         effected without recourse to such Person or in a manner that would not
         be reflected on the balance sheet of such Person in accordance with
         GAAP and (l) all other obligations constituting indebtedness under GAAP
         (other than preferred stock of such Person). The Indebtedness of any
         Person shall include the Indebtedness of any partnership or
         unincorporated joint venture in which such Person is legally obligated
         or has a reasonable expectation of being liable with respect thereto.

                  "Interest Payment Date" means (a) as to Base Rate Loans, the
         first Business Day of each fiscal quarter of the Borrower, the date on
         which a Base Rate Loan is converted to a Eurocurrency Loan and the
         Maturity Date and (b) as to Eurocurrency Loans and Quoted Rate Swing
         Line Loans, the last day of each applicable Interest Period, the
         Maturity Date and, where the applicable Interest Period for a
         Eurocurrency Loan or a Quoted Rate Swing Line Loan is greater than
         three months, the date three months from the beginning of the Interest
         Period and each three months thereafter.

                  "Interest Period" means, (a) as to Eurocurrency Loans, a
         period of one, two, three or six months' duration, as the Borrower may
         elect, commencing, in each case, on the date of the borrowing
         (including continuations and conversions thereof) and (b) as to Quoted
         Rate Swing Line Loans, a period beginning on the date of such Loan and
         ending on the date

8
<PAGE>

         specified in the applicable Swing Line Loan Request; provided, however,
         (i) if any Interest Period would end on a day which is not a Business
         Day, such Interest Period shall be extended to the next succeeding
         Business Day (except, with respect to Eurocurrency Loans, that where
         the next succeeding Business Day falls in the next succeeding calendar
         month, then on the next preceding Business Day), (ii) no Interest
         Period shall extend beyond the Maturity Date and (iii) with respect to
         Eurocurrency Loans, where an Interest Period begins on a day for which
         there is no numerically corresponding day in the calendar month in
         which the Interest Period is to end, such Interest Period shall end on
         the last Business Day of such calendar month.

                  "Investment" in any Person means (a) the acquisition (whether
         for cash, property, services, assumption of Indebtedness, securities or
         otherwise) of assets, shares of Capital Stock, bonds, notes,
         debentures, partnership, joint ventures or other ownership interests or
         other securities of such other Person or (b) any deposit with, or
         advance, loan or other extension of credit to, such Person (other than
         deposits made in connection with the purchase of equipment or other
         assets in the ordinary course of business) or (c) any other capital
         contribution to or investment in such Person, including, without
         limitation, any Guaranty Obligation (including any support for a letter
         of credit issued on behalf of such Person) incurred for the benefit of
         such Person.

                  "Issuing Lender" means Bank of America.

                  "Issuing Lender Fees" has the meaning set forth in Section
         3.4(b)(ii).

                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Exhibit 7.12, as such Joinder Agreement may be amended,
         modified or supplemented from time to time.

                  "Lender" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Eligible Assignee which may become
         a Lender by way of assignment in accordance with the terms hereof,
         together with their successors and permitted assigns.

                  "Letter of Credit" means a Letter of Credit issued for the
         account of a Credit Party by the Issuing Lender pursuant to Section
         2.2, as such Letter of Credit may be amended, modified, extended,
         renewed or replaced.

                  "Letter of Credit Fee" shall have the meaning assigned to such
         term in Section 3.4(b)(i).

                  "Lien" means any mortgage, pledge, hypothecation, security
         interest, encumbrance or lien (statutory or otherwise) including,
         without limitation, the rights of a vendor or lessor under any
         conditional sale or title retention agreement or any lease
         substantially equivalent thereto.

                  "Loan" or "Loans" means the Revolving Loans and the Swing Line
         Loans, individually or collectively, as appropriate.

                  "LOC Committed Amount" means Twenty Five Million Dollars
         ($25,000,000).

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any 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 or (b) any collateral security for such obligations.

                  "LOC Obligations" means, at any time, the sum of (a) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (b) the aggregate amount of all drawings
         under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed.

                  "LOC Participants" means the Lenders.

                  "London Interbank Offered Rate" means for any Interest Period
         with respect to any Eurocurrency Loan: (a) the rate per annum equal to
         the rate determined by the Administrative Agent to be the offered rate
         that appears on the page of the Telerate screen (or any successor
         thereto) that displays an average British Bankers Association Interest
         Settlement

9
<PAGE>

         Rate for deposits in Dollars (or the applicable Foreign Currency) for
         delivery on the first day of such Interest Period with a term
         equivalent to such Interest Period, determined as of approximately
         11:00 A.M. (London time) on the Quotation Day, or (b) if the rate
         referenced in the preceding clause (a) does not appear on such page or
         service or such page or service shall cease to be available, the rate
         per annum equal to the rate determined by the Administrative Agent to
         be the offered rate on such other page or other service that displays
         an average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (or the applicable Foreign Currency) for delivery
         on the first day of such Interest Period with a term equivalent to such
         Interest Period, determined as of approximately 11:00 A.M. (London
         time) on the Quotation Day, or (c) if the rates referenced in the
         preceding clauses (a) and (b) are not available, the rate per annum
         determined by the Administrative Agent as the rate of interest (rounded
         upward to the next 1/100th of 1%) at which deposits in Dollars (or the
         applicable Foreign Currency) for delivery on the first day of such
         Interest Period in same day funds in the approximate amount of the
         Eurocurrency Loan being made, continued or converted by Bank of America
         and with a term equivalent to such Interest Period would be offered by
         Bank of America's London Branch to major banks in the offshore Dollar
         (or applicable Foreign Currency) market at their request at
         approximately 11:00 A.M. (London time) on the Quotation Day.

                  "Mandatory Borrowing" has the meaning set forth in Section
         2.2(e).

                  "Material Adverse Effect" means a material adverse effect
         (after giving effect to any insurance proceeds or indemnification
         payments under existing insurance policies or agreements as long as the
         carrier of such policies or agreements has acknowledged coverage) on
         (a) the business, assets, liabilities (actual or contingent),
         operations, condition (financial or otherwise) or, with respect only to
         Section 5.1(h), prospects of the Borrower and its Subsidiaries taken as
         a whole, (b) the ability of the Borrower, or of the Credit Parties
         taken as a whole, to perform its or their obligations under this Credit
         Agreement or any of the other Credit Documents, or (c) the validity or
         enforceability of this Credit Agreement or any of the other Credit
         Documents, or the material rights and remedies of the Lenders hereunder
         or thereunder taken as a whole.

                  "Material Domestic Subsidiary" means any Domestic Subsidiary
         of the Borrower that is also a Material Subsidiary.

                  "Material First Tier Foreign Subsidiary" mean a First Tier
         Foreign Subsidiary that is also a Material Subsidiary.

                  "Material Subsidiary" means, as of any date of determination,
         any Domestic Subsidiary or any Foreign Subsidiary that, together with
         its Subsidiaries on a consolidated basis, (a) owns assets (excluding
         assets that pursuant to GAAP principles of consolidation would be
         eliminated from the consolidated balance sheet of the Borrower as of
         such date of determination) on such date of determination equal to at
         least five percent (5%) of the total assets of the Borrower and its
         Subsidiaries on a consolidated basis on such date of determination or
         (b) generated revenues (excluding revenues that pursuant to GAAP
         principles of consolidation would be eliminated from the consolidated
         income statement of the Borrower as of such date of determination) for
         the twelve month period ending on such date of determination equal to
         at least five percent (5%) of the total revenues of the Borrower and
         its Subsidiaries on a consolidated basis for such corresponding period.

                  "Maturity Date" means June 28, 2004 or such earlier date if
         accelerated in accordance with Section 9.2.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Multiemployer Plan" means a Plan covered by Title IV of ERISA
         which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3)
         of ERISA.

                  "Multiple Employer Plan" means a Plan covered by Title IV of
         ERISA, other than a Multiemployer Plan, which any Credit Party or any
         of its Subsidiaries or any ERISA Affiliate and at least one employer
         other than a Credit Party or any of its Subsidiaries or any ERISA
         Affiliate are contributing sponsors.

                  "Net Cash Proceeds" means the aggregate amount of all proceeds
         paid in cash or Cash Equivalents received by any Credit Party in
         respect of any Asset Disposition (but with respect to any payments
         received by way of deferred payment of principal pursuant to a note or
         installment receivable or purchase price adjustment receivable or
         otherwise, only as and when received) or Debt Issuance net of (a) all
         fees and expenses (including, without limitation, investment

10
<PAGE>

         banking fees, legal and accounting fees, sales commissions and
         brokerage commissions) incurred in connection therewith, (b) taxes paid
         or payable in connection with or as a result thereof and (c) any
         repayments of Indebtedness permitted by Section 8.1 (other than Credit
         Party Obligations) to the extent (i) such repayments are required by
         the terms of the debt instrument governing such Indebtedness in
         connection with such Asset Disposition or (ii) the Indebtedness repaid
         is associated with the assets, business or Subsidiary sold in such
         Asset Disposition; it being understood that "Net Cash Proceeds" shall
         include, without limitation, any cash or Cash Equivalents received upon
         the sale or other disposition of any non-cash consideration received by
         a Credit Party in respect of any Asset Disposition, or Debt Issuance.

                  "Non-Excluded Taxes" has the meaning set forth in Section
         3.13(a).

                  "Non-Material Domestic Subsidiaries" means all Domestic
         Subsidiaries that are not Material Domestic Subsidiaries.

                  "Non-Material Subsidiaries" means all Subsidiaries that are
         not Material Subsidiaries.

                  "Note" or "Notes" means the Revolving Notes and the Swing Line
         Loan Notes, individually or collectively, as appropriate.

                  "Notice of Borrowing" means a request by the Borrower for a
         Revolving Loan, substantially in the form of Exhibit 2.1(b).

                  "Notice of Continuation/Conversion" means a request by the
         Borrower to continue an existing Eurocurrency Loan to a new Interest
         Period or to convert a Eurocurrency Loan to a Base Rate Loan or a Base
         Rate Loan to a Eurocurrency Loan, substantially in the form of Exhibit
         2.1(e).

                  "Operating Lease" means, as to any Person, any lease of any
         property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is or should be accounted for as an
         operating lease.

                  "Participation Interest" means the Extension of Credit by a
         Lender by way of a purchase of a participation in (a) Letters of Credit
         or LOC Obligations as provided in Section 2.2, (b) Swing Line Loans as
         provided in Section 2.3, or (c) in any Loans as provided in Section
         3.8.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereto.

                  "Permitted Acquisition" means an Acquisition by a Credit Party
         or any Subsidiary of a Credit Party for consideration no greater than
         the fair market value (as determined by the Board of Directors or
         management of such Credit Party or Subsidiary) of the Capital Stock or
         property acquired; provided that (a) the property acquired (or the
         property of the Person acquired) in such Acquisition constitutes
         Additional Assets (or goodwill associated therewith), (b) in the case
         of an Acquisition of the Capital Stock of another Person, the board of
         directors (or other comparable governing body) of such other Person
         shall have duly approved such Acquisition or such Acquisition shall
         have been otherwise approved by such other Person, (c) the Borrower
         shall have delivered to the Administrative Agent, prior to the closing
         of such Acquisition, a certificate of an authorized officer of the
         Borrower demonstrating that, upon giving effect to such Acquisition,
         the Credit Parties are in compliance with all of the covenants set
         forth in Section 7.2, (d) the representations and warranties made by
         the Credit Parties in any Credit Document shall be true and correct in
         all material respects at and as if made as of the date of such
         Acquisition (after giving effect thereto) except to the extent such
         representations and warranties expressly relate to an earlier date, and
         (e) after giving effect to such Acquisition, at least $25,000,000 of
         the Revolving Committed Amount shall be unused and available for
         borrowing.

                  "Permitted Investments" means Investments which are (a) cash
         or Cash Equivalents, (b) accounts receivable created, acquired or made
         in the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms, (c) inventory, raw materials and
         general intangibles (to the extent such general intangible is not a
         Capital Expenditure) acquired in the ordinary course of business, (d)
         Investments in the Borrower or a Subsidiary of the Borrower, (e) loans
         to directors, officers or employees in the ordinary course of business
         for reasonable business expenses, not to exceed in the aggregate
         $5,000,000 at any one time, (f) the Investments existing on the date
         hereof, as set forth on Schedule 8.7, (g) Investments in Consolidated
         Capital Expenditures in amounts not to exceed the limits set forth in
         Section

11
<PAGE>

         7.2(d), (h) contributions or allocations of the Borrower's Capital
         Stock to any of the Benefits Plans, (i) Investments in joint ventures
         (other than joint ventures which are Subsidiaries of the Borrower) not
         to exceed $10,000,000 in the aggregate at any one time, (j) as long as
         no Default or Event of Default exists and is continuing, additional
         Investments, if any, pursuant to (i) the Benefits Plans of the type
         referred to in subsection (a) and (b) of the definition of "Benefit
         Plans", (ii) the Benefits Plans of the type referred to in subsections
         (c), (d), (e) and (f) of the definition of "Benefits Plans" in an
         aggregate amount not to exceed $50,000,000 during the term of this
         Credit Agreement and (iii) the Rights Plan in an aggregate amount not
         to exceed $2,000,000, (k) received as consideration in connection with
         an asset sale permitted pursuant to Section 8.5 and (l) Permitted
         Acquisitions.

                  "Permitted Liens" means (a) Liens securing the Credit Party
         Obligations, (b) Liens for taxes not yet due or Liens for taxes being
         contested in good faith by appropriate proceedings for which adequate
         reserves determined in accordance with GAAP have been established (and
         as to which the property subject to any such Lien is not yet subject to
         foreclosure, sale or loss on account thereof), (c) Liens in respect of
         property imposed by law arising in the ordinary course of business such
         as materialmen's, mechanics', warehousemen's, carrier's, landlords' and
         other nonconsensual statutory Liens which are not past due more than 30
         days or which are being contested in good faith by appropriate
         proceedings for which adequate reserves determined in accordance with
         GAAP have been established (and as to which the property subject to any
         such Lien is not yet subject to foreclosure, sale or loss on account
         thereof), (d) pledges or deposits made in the ordinary course of
         business to secure payment of worker's compensation insurance,
         unemployment insurance, pensions or social security programs, (e) Liens
         arising from good faith deposits in connection with or to secure
         performance of tenders, bids, leases, government contracts, performance
         and return-of-money bonds and other similar obligations incurred in the
         ordinary course of business (other than obligations in respect of the
         payment of borrowed money), (f) Liens arising from good faith deposits
         in connection with or to secure performance of statutory obligations
         and surety and appeal bonds, (g) easements, rights-of-way, restrictions
         (including zoning restrictions), matters of plat, minor defects or
         irregularities in title and other similar charges or encumbrances not,
         in any material respect, impairing the use of the encumbered property
         for its intended purposes, (h) judgment Liens that would not otherwise
         constitute an Event of Default and any other judgment Lien unless not
         discharged within sixty days of entry, pending appeal, or within sixty
         days after expiration of stay, (i) Liens on fixed or capital assets
         acquired, constructed or improved by the Borrower or any Subsidiary;
         provided that (i) such Liens secure Indebtedness permitted by Section
         8.1(d), (ii) such Liens and the Indebtedness secured thereby are
         incurred prior to or within 90 days after such acquisition or the
         completion of such construction or improvement, (iii) the Indebtedness
         secured thereby does not exceed the cost (excluding transaction costs)
         of acquiring, constructing or improving such fixed or capital assets
         and (iv) such Liens shall not apply to any other property or assets of
         the Borrower or any Subsidiary, (j) any Lien existing on any property
         or asset prior to the acquisition thereof by the Borrower or any
         Subsidiary or existing on any property or asset of any Person that
         becomes a Subsidiary after the date hereof prior to the time such
         Person becomes a Subsidiary; provided that (i) such Lien secures
         Indebtedness permitted by Section 8.1(d), (ii) such Lien is not created
         in contemplation of or in connection with such acquisition or such
         Person becoming a Subsidiary, as the case may be, (iii) such Lien shall
         not apply to any other property or assets of the Borrower or any
         Subsidiary and (iv) such Lien shall secure only those obligations which
         it secures on the date of such acquisition or the date such Person
         becomes a Subsidiary, as the case may be, and extensions, renewals and
         replacements thereof that do not increase the outstanding principal
         amount thereof, (k) Liens arising by virtue of any statutory or common
         law provision relating to banker's liens, rights of setoff or similar
         rights as to deposit accounts or other funds maintained with a creditor
         depository institution, (l) Liens on leased equipment or under
         conditional sale or other title retention agreements, (m) leases or
         subleases granted to others not interfering in any material respect
         with the business of the Borrower or any of its Subsidiaries, (n) Liens
         in favor of customs and revenue authorities as a matter of law to
         secure payment of customs duties, (o) Liens securing surety bonds in an
         aggregate amount not to exceed $10,000,000, (p) Liens securing appeal
         bonds covering assets less than or equal to $30,000,000, (q) Liens
         existing on the date hereof and identified on Schedule 8.2; provided
         that no such Lien shall extend to any property other than the property
         subject thereto on the Closing Date, and (r) Liens arising pursuant to
         and in connection with Indebtedness permitted by Section 8.1(h);
         provided that such Liens shall only encumber the assets that are the
         subject of the instrument or agreement governing such Indebtedness.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated), or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which any
         Credit Party or any of its Subsidiaries or any ERISA Affiliate is (or,
         if such plan were terminated at such time, would under Section 4069 of
         ERISA be deemed to be) an "employer" within the meaning of Section 3(5)
         of ERISA.

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<PAGE>

                  "Pledge Agreements" means those certain Pledge Agreements
         executed and delivered by the applicable Credit Parties in favor of the
         Administrative Agent, for the benefit of the Lenders, pledging 65% of
         the Capital Stock of the Material First Tier Foreign Subsidiaries and
         such other First Tier Foreign Subsidiaries as required by Section 7.13,
         as they may be amended, modified, extended, renewed or replaced from
         time to time.

                  "Prime Rate" means, for any day, the per annum rate of
         interest in effect for such day as publicly announced from time to time
         by Bank of America as its "prime rate." Such rate is a rate set by Bank
         of America based upon various factors including Bank of America's costs
         and desired return, general economic conditions and other factors, and
         is used as a reference point for pricing some loans, which may be
         priced at, above, or below such announced rate. Any change in such rate
         announced by Bank of America shall take effect at the opening of
         business on the day specified in the public announcement of such
         change.

                  "Quotation Day" means (a) if the Loan is made in Dollars or
         any Foreign Currency other than Euro, two Business Days prior to the
         first day of such Interest Period and (b) if the Loan is made in Euro,
         two TARGET Days prior to the first day of such Interest Period;
         provided that if market practice differs in the Relevant Interbank
         Market for a Foreign Currency, then the Quotation Day for that Foreign
         Currency will be determined by the Administrative Agent in accordance
         with market practice in the Relevant Interbank Market (and if
         quotations would normally be given by leading banks in the Relevant
         Interbank Market on more than one day, the Quotation Day will be the
         last of those days).

                  "Quoted Rate" has the meaning set forth in Section 2.3(b).

                  "Quoted Rate Swing Line Loan" means a Swing Line Loan made
         with a Quoted Rate.

                  "Real Properties" has the meaning specified in Section
         6.18(a).

                  "Regulation D, T, U, or X" means Regulation D, T, U or X,
         respectively, of the Board of Governors of the Federal Reserve System
         as from time to time in effect and any successor to all or a portion
         thereof.

                  "Relevant Interbank Market" means the market in which a London
         Interbank Offered Rate for the applicable Interest Period is available
         in immediately available funds in the applicable Foreign Currency.

                  "Reportable Event" means a "reportable event" as defined in
         Section 4043 of ERISA with respect to which the notice requirements to
         the PBGC have not been waived.

                  "Required Lenders" means Lenders whose aggregate Credit
         Exposure (as hereinafter defined) constitutes more than 50% of the
         Credit Exposure of all Lenders at such time; provided, however, that if
         any Lender shall be a Defaulting Lender at such time then there shall
         be excluded from the determination of Required Lenders the aggregate
         principal amount of Credit Exposure of such Lender at such time. For
         purposes of the preceding sentence, the term "Credit Exposure" as
         applied to each Lender shall mean (a) at any time prior to the
         termination of the Commitments, the Revolving Loan Commitment
         Percentage of such Lender multiplied by the Revolving Committed Amount
         and (b) at any time after the termination of the Commitments, the sum
         of (i) the principal balance of the outstanding Loans of such Lender
         plus (ii) such Lender's Participation Interests in the face amount of
         the outstanding Letters of Credit plus (iii) such Lender's
         Participation Interests in outstanding Swing Line Loans.

                  "Requirement of Law" means, as to any Person, the articles or
         certificate of incorporation and by-laws or other organizational or
         governing documents of such Person and any law, treaty, rule or
         regulation or final, non-appealable determination of an arbitrator or a
         court or other Governmental Authority, in each case applicable to or
         binding upon such Person or to which any of its material property is
         subject.

                  "Revolving Loan Commitment Percentage" means, for each Lender,
         the percentage identified as its Revolving Commitment Percentage on
         Schedule 1.1(a), as such percentage may be modified in connection with
         any assignment made in accordance with the provisions of Section 11.3.

                  "Revolving Committed Amount" means ONE HUNDRED FIFTY MILLION
         DOLLARS ($150,000,000) or such lesser amount as the Revolving Committed
         Amount may be reduced pursuant to Sections 2.1(d) or 3.3(d).

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<PAGE>

                  "Revolving Loans" means the Revolving Loans made to the
         Borrower pursuant to Section 2.1(a).

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes of the Borrower in favor of each of the Lenders evidencing the
         Revolving Loans provided pursuant to Section 2.1(a), individually or
         collectively, as appropriate, as such promissory notes may be amended,
         modified, supplemented, extended, renewed, restated or replaced from
         time to time and as evidenced in the form of Exhibit 2.1(g).

                  "Rights Plan" means that certain Rights Agreement dated as of
         December 31, 1996 between the Borrower and Harris Trust and Savings
         Bank.

                  "S&P" means Standard & Poor's Ratings Services, a division of
         McGraw-Hill Companies, Inc., or any successor or assignee of the
         business of such division in the business of rating securities.

                  "SEC Documents" means the Borrower's filings with the
         Securities and Exchange Commission on Form 10Q and Form 8K made since
         January 1, 2001.

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

                  "Solvent" means, with respect to any Credit Party as of a
         particular date, that on such date (a) such Credit Party is able to pay
         its debts and other liabilities, contingent obligations and other
         commitments as they mature in the normal course of business, (b) such
         Credit Party does not intend to, and does not believe that it will,
         incur debts or liabilities beyond such Credit Party's ability to pay as
         such debts and liabilities mature in their ordinary course, (c) such
         Credit Party is not engaged in a business or a transaction, and is not
         about to engage in a business or a transaction, for which such Credit
         Party's assets would constitute unreasonably small capital after giving
         due consideration to the prevailing practice in the industry in which
         such Credit Party is engaged or is to engage, (d) the fair value of the
         assets of such Credit Party is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities, of
         such Credit Party and (e) the present fair saleable value of the assets
         of such Credit Party is not less than the amount that will be required
         to pay the probable liability of such Credit Party on its debts as they
         become absolute and matured. The calculation of Solvent for each Credit
         Party shall be made for such Credit Party and its Subsidiaries on a
         consolidated basis. Furthermore, (i) the assets of each Credit Party
         shall include, without limitation, goodwill and the rights and
         properties of such Credit Party pursuant to Section 4.8, to the extent
         of their fair value or fair saleable value, as applicable; and (ii)
         contingent liabilities, at any time, will be equal to the amount which,
         in light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "Stock Repurchase Restricted Payment" has the meaning set
         forth in Section 8.8.

                  "Subsidiary" means, as to any Person, (a) any corporation more
         than 50% of whose stock of any class or classes having by the terms
         thereof ordinary voting power to elect a majority of the directors of
         such corporation (irrespective of whether or not at the time, any class
         or classes of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time owned by
         such Person directly or indirectly through Subsidiaries, and (b) any
         partnership, association, joint venture, limited liability company or
         other entity in which such person directly or indirectly through
         Subsidiaries has more than a 50% equity interest at any time.

                  "Swing Line Loans" means the loans made by Bank of America
         pursuant to Section 2.3(a).

                  "Swing Line Committed Amount" means Ten Million Dollars
         ($10,000,000).

                  "Swing Line Loan Request" means a request by the Borrower for
         a Swing Line Loan in substantially the form of Exhibit 2.3(b).

                  "Swing Line Loan Note" means the promissory note of the
         Borrower in favor of Bank of America evidencing the Swing Line Loans
         provided pursuant to Section 2.3(a), as such promissory note may be
         amended, modified, supplemented, extended, renewed, restated or
         replaced from time to time and as evidenced by the form of Exhibit
         2.3(e).

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<PAGE>

                  "TARGET" means Trans-European Automated Real-time Gross
         Settlement Express Transfer payment system.

                  "TARGET Day" means any day on which TARGET is open for the
         settlement of payments in Euro.

                  "Termination Event" means (a) with respect to any Single
         Employer Plan, the occurrence of a Reportable Event or the substantial
         cessation of operations (within the meaning of Section 4062(e) of
         ERISA); (b) the withdrawal of any Credit Party or any of its
         Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan
         during a plan year in which it was a substantial employer (as such term
         is defined in Section 4001(a)(2) of ERISA), or the termination of a
         Multiple Employer Plan; (c) the distribution of a notice of intent to
         terminate or the actual termination of a Plan pursuant to Section
         4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to
         terminate or the actual termination of a Plan by the PBGC under Section
         4042 of ERISA; (e) any event or condition which might reasonably
         constitute grounds under Section 4042 of ERISA for the termination of,
         or the appointment of a trustee to administer, any Plan; or (f) the
         complete or partial withdrawal of any Credit Party or any of its
         Subsidiaries or any ERISA Affiliate from a Multiemployer Plan. For the
         purposes of subsections (d) and (e) of this definition, "ERISA
         Affiliate" means an entity, whether or not incorporated, which is under
         common control with any Credit Party or any of its Subsidiaries within
         the meaning of Section 4001(a)(14) of ERISA, or is a member of a group
         which includes any Credit Party or any of its Subsidiaries and which is
         treated as a single employer under Section 414(b), (c), (m), or (o) of
         the Code; provided, however, that such definition shall apply only if
         such Termination Event would have or be reasonably expected to have a
         Material Adverse Effect. Otherwise, the definition of "ERISA Affiliate"
         generally applicable under this Credit Agreement shall apply.

                  "Unused Fee Calculation Period" shall have the meaning set
         forth in Section 3.4(a).

                  "Unused Revolving Committed Amount" means, for any period, the
         amount by which (a) the then applicable Revolving Committed Amount
         exceeds (b) the daily average sum for such period of (i) the
         outstanding aggregate principal amount of all Revolving Loans plus (ii)
         the outstanding aggregate principal amount of all LOC Obligations.

                  "U.S. Dollar Equivalent" means the amount of Dollars that
         would be realized by converting a Foreign Currency into Dollars at
         approximately 11:00 a.m. (London time), as set forth on the applicable
         Telerate Screen, on the date of determination; provided that if more
         than one rate is listed then the applicable conversion rate shall be
         the arithmetic average of such rates. If for any reason such conversion
         rates are not available, the U.S. Dollar Equivalent shall be calculated
         using the arithmetic average of the spot buying rates for such Foreign
         Currency in Dollars as quoted to the Administrative Agent by three
         foreign exchange dealers of recognized standing in the United States
         selected by the Administrative Agent at approximately 11:00 a.m.
         (London time) on any date of determination.

                  "Voting Stock" of a corporation, limited liability company or
         partnership means, at any time, all classes of the Capital Stock or
         other voting securities of such Person then outstanding and ordinarily
         entitled to vote in the election of directors (or similar governing
         authority).

         1.2      Computation of Time Periods and Other Definitional Provisions.
For purposes of computation of periods of time hereunder, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding." References in this Agreement to "Articles", "Sections", "Schedules"
or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to
this Agreement unless otherwise specifically provided.

         1.3      Accounting Terms. Except as otherwise expressly provided
herein, all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis. All calculations made for the purposes of
determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 7.1 (or, prior to the delivery of the first
financial statements pursuant to Section 7.1, consistent with the financial
statements described in Section 5.1(c)); provided, however, if (a) the Borrower
shall object to determining such compliance on such basis at the time of
delivery of such financial statements due to any change in GAAP or the rules
promulgated with respect thereto or (b) either the Administrative Agent or the
Required Lenders shall so object in writing within 60 days after delivery of
such financial statements (or after the Lenders have been informed of the change
in GAAP affecting such financial statements, if later), then for the period
following such objection, unless otherwise agreed by the Borrower and the
Required Lenders, such calculations shall be made on a basis consistent with the
most recent financial statements delivered by the Borrower to the Lenders as to
which no such objection shall have been made.

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<PAGE>

                                    SECTION 2

                                CREDIT FACILITIES
                                -----------------

         2.1      Revolving Loans.
                  ---------------

                  (a)    Revolving Loan Commitment. Subject to the terms and
         conditions set forth herein, each Lender severally agrees to make
         revolving loans (each a "Revolving Loan" and collectively the
         "Revolving Loans") to the Borrower, in Dollars or in Foreign Currency,
         at any time and from time to time, during the period from and including
         the Closing Date to but not including the Maturity Date (or such
         earlier date if the Revolving Committed Amount has been terminated as
         provided herein); provided, however, that (i) the sum of the aggregate
         amount of Revolving Loans outstanding plus the aggregate amount of LOC
         Obligations outstanding plus the aggregate amount of Swing Line Loans
         outstanding shall not exceed the Revolving Committed Amount, (ii) with
         respect to each individual Lender, such Lender's outstanding Revolving
         Loans shall not exceed such Lender's Revolving Loan Commitment
         Percentage of the Revolving Committed Amount and (iii) the sum of the
         aggregate amount of Revolving Loans outstanding in Foreign Currency
         plus the aggregate amount of LOC Obligations outstanding in Foreign
         Currency shall not exceed the U.S. Dollar Equivalent of Fifty Million
         Dollars ($50,000,000). Subject to the terms of this Credit Agreement
         (including Section 3.3), the Borrower may borrow, repay and reborrow
         Revolving Loans.

                  (b)    Method of Borrowing for Revolving Loans. By no later
         than 11:00 a.m. (i) one Business Day prior to the date of the requested
         borrowing of Revolving Loans that will be Base Rate Loans or (ii) three
         Business Days prior to the date of the requested borrowing of Revolving
         Loans that will be Eurocurrency Loans, the Borrower shall submit a
         written Notice of Borrowing in substantially the form of Exhibit 2.1(b)
         to the Administrative Agent setting forth (A) the amount requested, (B)
         whether such Revolving Loans shall accrue interest at the Adjusted Base
         Rate or the Adjusted Eurocurrency Rate, (C) with respect to Revolving
         Loans that will be Eurocurrency Loans, the Interest Period applicable
         thereto, (D) whether the Revolving Loan is requested in Dollars or in a
         Foreign Currency and (E) certification that the Borrower has complied
         in all respects with Section 5.2. Notwithstanding the above, the
         Borrower may not request Revolving Loans made in a Foreign Currency to
         accrue interest at the Adjusted Base Rate unless the Adjusted
         Eurocurrency Rate is not available by virtue of circumstances described
         in Section 3.10(a) or 3.11.

                  (c)    Funding of Revolving Loans. Upon receipt of a Notice of
         Borrowing, the Administrative Agent shall promptly inform the Lenders
         as to the terms thereof. Each Lender shall make its Revolving Loan
         Commitment Percentage of the requested Revolving Loans available to the
         Administrative Agent by 1:00 p.m. on the date specified in the Notice
         of Borrowing by deposit, in Dollars or the applicable Foreign Currency,
         of immediately available funds at the Agency Services Address. The
         amount of the requested Revolving Loans will then be made available to
         the Borrower by the Administrative Agent by crediting the account of
         the Borrower on the books of such office of the Administrative Agent,
         to the extent the amount of such Revolving Loans are made available to
         the Administrative Agent.

                  No Lender shall be responsible for the failure or delay by any
         other Lender in its obligation to make Revolving Loans hereunder;
         provided, however, that the failure of any Lender to fulfill its
         obligations hereunder shall not relieve any other Lender of its
         obligations hereunder. Unless the Administrative Agent shall have been
         notified by any Lender prior to the time of any such Revolving Loan
         that such Lender does not intend to make available to the
         Administrative Agent its portion of the Revolving Loans to be made on
         such date, the Administrative Agent may assume that such Lender has
         made such amount available to the Administrative Agent on the date of
         such Revolving Loans, and the Administrative Agent in reliance upon
         such assumption, may (in its sole discretion but without any obligation
         to do so) make available to the Borrower a corresponding amount. If
         such corresponding amount is not in fact made available to the
         Administrative Agent, the Administrative Agent shall be able to recover
         such corresponding amount from such Lender. If such Lender does not pay
         such corresponding amount forthwith upon the Administrative Agent's
         demand therefor, the Administrative Agent will promptly notify the
         Borrower, and the Borrower shall immediately pay such corresponding
         amount to the Administrative Agent. The Administrative Agent shall also
         be entitled to recover from the Lender or the Borrower, as the case may
         be, interest on such corresponding amount in respect of each day from
         the date such corresponding amount was made available by the
         Administrative Agent to the Borrower to the date such corresponding
         amount is recovered by the Administrative Agent at a per annum rate
         equal to (i) from the Borrower at the applicable rate for such
         Revolving Loan pursuant to the Notice of Borrowing and (ii) from such
         Lender, at a rate per annum equal to, during the period to but

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<PAGE>

         excluding the date two Business Days after demand therefor, the Federal
         Funds Rate, and, thereafter, the Base Rate.

                  (d)    Reductions of Revolving Committed Amount. Upon at least
         three Business Days' notice, the Borrower shall have the right to
         permanently terminate or reduce the aggregate unused amount of the
         Revolving Committed Amount at any time or from time to time; provided
         that (i) each partial reduction shall be in an aggregate amount at
         least equal to $5,000,000 and in integral multiples of $1,000,000 above
         such amount and (ii) no reduction shall be made which would reduce the
         Revolving Committed Amount to an amount less than the sum of the
         aggregate amount of Revolving Loans outstanding plus the aggregate
         amount of LOC Obligations outstanding plus the aggregate amount of
         Swing Line Loans outstanding. The Revolving Committed Amount shall be
         reduced pursuant to the terms of Section 3.3(d). Any reduction in (or
         termination of) the Revolving Committed Amount shall be permanent and
         may not be reinstated. The Administrative Agent shall promptly notify
         the Lenders of any reduction in the Revolving Committed Amount.

                  (e)    Continuations and Conversions. Subject to the terms of
         Section 5.2 (other than Section 5.2(b)), the Borrower shall have the
         option, on any Business Day, to continue existing Eurocurrency Loans
         for a subsequent Interest Period, to convert Base Rate Loans into
         Eurocurrency Loans or to convert Eurocurrency Loans into Base Rate
         Loans; provided, however, that (i) each such continuation or conversion
         must be requested by the Borrower pursuant to a written Notice of
         Continuation/Conversion, in substantially the form of Exhibit 2.1(e),
         in compliance with the terms set forth below, (ii) except as provided
         in Section 3.11, Eurocurrency Loans may only be continued or converted
         into Base Rate Loans on the last day of the Interest Period applicable
         thereto, (iii) Eurocurrency Loans may not be continued nor may Base
         Rate Loans be converted into Eurocurrency Loans during the existence
         and continuation of a Default or Event of Default and (iv) any request
         to continue a Eurocurrency Loan that fails to comply with the terms
         hereof or any failure to request a continuation of a Eurocurrency Loan
         at the end of an Interest Period shall constitute a conversion to a
         Base Rate Loan on the last day of the applicable Interest Period. Each
         continuation or conversion must be requested by the Borrower no later
         than 11:00 a.m. (A) three Business Day prior to the date for a
         requested conversion of a Eurocurrency Loan to a Base Rate Loan or (B)
         three Business Days prior to the date for a requested continuation of a
         Eurocurrency Loan or conversion of a Base Rate Loan to a Eurocurrency
         Loan, in each case pursuant to a written Notice of
         Continuation/Conversion submitted to the Administrative Agent which
         shall set forth (x) whether the Borrower wishes to continue or convert
         such Loans and (y) if the request is to continue a Eurocurrency Loan or
         convert a Base Rate Loan to a Eurocurrency Loan, the Interest Period
         applicable thereto. Notwithstanding the foregoing, Loans made in
         Foreign Currency may not be continued or converted pursuant to this
         Section 2.1(e) but instead must be repaid at the end of the applicable
         Interest Period in the Foreign Currency in which such Loan was made.

                  (f)    Minimum Amounts. Each request for a borrowing,
         conversion or continuation shall be subject to the requirements that
         (i) each Eurocurrency Loan shall be in a minimum amount of $5,000,000
         and in integral multiples of $1,000,000 in excess thereof, or in the
         case of a Foreign Currency, the U.S. Dollar Equivalents of such
         amounts, (ii) each Base Rate Loan shall be in a minimum amount of the
         lesser of $1,000,000 (and integral multiples of $100,000 in excess
         thereof) or the remaining amount available under the Revolving
         Committed Amount, or in the case of a Foreign Currency, the U.S. Dollar
         Equivalents of such amounts and (iii) no more than eight Eurocurrency
         Loans shall be outstanding hereunder at any one time. For the purposes
         of this Section, all Eurocurrency Loans with the same Interest Periods
         shall be considered as one Eurocurrency Loan, but Eurocurrency Loans
         with different Interest Periods, even if they begin on the same date,
         shall be considered as separate Eurocurrency Loans.

                  (g)    Revolving Notes. The Revolving Loans made by each
         Lender shall, upon the request of such Lender, be evidenced by a duly
         executed promissory note of the Borrower to such Lender in the face
         amount of its Revolving Loan Commitment Percentage of the Revolving
         Committed Amount in substantially the form of Exhibit 2.1(g).

         2.2      Letter of Credit Subfacility.
                  ----------------------------

                  (a)    Issuance. Subject to the terms and conditions hereof
         and of the LOC Documents, if any, and any other terms and conditions
         which the Issuing Lender may reasonably require (so long as such terms
         and conditions do not impose any financial obligation on or require any
         Lien (not otherwise contemplated by this Agreement) to be given by any
         Credit Party or conflict with any obligation of, or detract from any
         action which may be taken by, any Credit Party or their Subsidiaries
         under this Agreement) and in reliance upon the representations and
         warranties of the Credit Parties set forth herein, the Issuing Lender
         shall from time to time upon request issue (from the Closing Date to
         the Maturity Date and in a form reasonably acceptable to the Issuing
         Lender), in Dollars or any Foreign Currency, and the LOC Participants
         shall participate in, Letters of Credit for the account of the Borrower
         or any of its Subsidiaries; provided, however, that (i) the

17
<PAGE>

         aggregate amount of LOC Obligations shall not at any time exceed the
         LOC Committed Amount, (ii) the sum of the aggregate amount of LOC
         Obligations outstanding plus the aggregate amount of Revolving Loans
         outstanding plus the aggregate amount of Swing Line Loans outstanding
         shall not exceed the Revolving Committed Amount and (iii) the sum of
         the aggregate amount of Revolving Loans outstanding in Foreign Currency
         plus the aggregate amount of LOC Obligations outstanding in Foreign
         Currency shall not exceed the U.S. Dollar Equivalent of Fifty Million
         Dollars ($50,000,000). The issuance of each Letter of Credit shall be a
         Business Day. Except as otherwise expressly agreed upon by all the LOC
         Participants, each Letter of Credit shall have an original expiry date
         not more than one year from the date of issuance; provided that, at the
         option of the Borrower, Letters of Credit may be subject to automatic
         renewal for periods not in excess of one year subject to the conditions
         that (x) the Issuing Lender may give notice to the Borrower not less
         than 60 days prior to the effective date of such extension that it will
         not extend such Letter of Credit (and, during the existence and
         continuation of an Event of Default, the Issuing Lender agrees to give
         such notice, in any event, if instructed by the Required Lenders to do
         so) and (y) no Letter of Credit (or renewal thereof), shall have an
         expiry date extending beyond the Maturity Date. Each Letter of Credit
         shall be either (1) a standby letter of credit issued to support the
         obligations (including pension or insurance obligations), contingent or
         otherwise, of the Borrower or any of its Subsidiaries, or (2) a
         commercial letter of credit in respect of the purchase of goods or
         services by the Borrower or any of its Subsidiaries in the ordinary
         course of business. Each Letter of Credit shall comply with the related
         LOC Documents.

                  (b)    Notice and Reports. The request for the issuance or
         renewal of a Letter of Credit shall be submitted to the Issuing Lender
         at least three Business Days prior to the requested date of issuance or
         renewal. The Issuing Lender will, upon the request of the
         Administrative Agent (which shall be made upon the request of any
         Lender), provide to the Administrative Agent for dissemination to the
         Lenders a detailed report specifying the Letters of Credit which are
         then issued and outstanding and any activity with respect thereto which
         may have occurred since the date of the prior report, and including
         therein, among other things, the account party, the beneficiary, the
         face amount (including, if applicable, the U.S. Dollar Equivalent of
         such face amount), and the expiry date as well as any payments or
         expirations which may have occurred. The Issuing Lender will further
         provide to the Administrative Agent, promptly upon request, copies of
         the Letters of Credit and the other LOC Documents.

                  (c)    Participations.

                         (i)    On the Closing Date, each LOC Participant shall
                  automatically acquire a participation in the liability of the
                  Issuing Lender under each Existing Letter of Credit in an
                  amount equal to its Revolving Loan Commitment Percentage of
                  such Existing Letters of Credit.

                         (ii)   Each LOC Participant, upon issuance of a Letter
                  of Credit, shall be deemed to have purchased without recourse
                  a risk participation from the Issuing Lender in such Letter of
                  Credit and each LOC Document related thereto and the rights
                  and obligations arising thereunder and any collateral relating
                  thereto, in each case in an amount equal to its Revolving Loan
                  Commitment Percentage of the obligations under such Letter of
                  Credit, and shall absolutely, unconditionally and irrevocably
                  assume, as primary obligor and not as surety, and be obligated
                  to pay to the Issuing Lender therefor and discharge when due,
                  its Revolving Loan Commitment Percentage of the obligations
                  arising under such Letter of Credit. Without limiting the
                  scope and nature of each LOC Participant's participation in
                  any Letter of Credit, to the extent that the Issuing Lender
                  has not been reimbursed as required hereunder or under any
                  such Letter of Credit, each such LOC Participant shall pay to
                  the Issuing Lender its Revolving Loan Commitment Percentage of
                  such unreimbursed drawing in same day funds on the day of
                  notification by the Issuing Lender of an unreimbursed drawing
                  pursuant to the provisions of subsection (d) hereof. The
                  obligation of each LOC Participant to so reimburse the Issuing
                  Lender shall be absolute and unconditional and shall not be
                  affected by the occurrence of a Default, an Event of Default
                  or any other occurrence or event. Any such reimbursement shall
                  not relieve or otherwise impair the obligation of the Borrower
                  or any other Credit Party to reimburse the Issuing Lender
                  under any Letter of Credit, together with interest as
                  hereinafter provided.

                  (d)    Reimbursement. In the event of any drawing under any
         Letter of Credit, the Issuing Lender will promptly notify the Borrower.
         Unless the Borrower shall immediately notify the Issuing Lender of its
         intent to otherwise reimburse the Issuing Lender, the Borrower shall be
         deemed to have requested a Revolving Loan in Dollars at the Adjusted
         Base Rate in the amount of the drawing as provided in subsection (e)
         hereof, the proceeds of which will be used to satisfy the reimbursement
         obligations. The Borrower shall reimburse the Issuing Lender on the day
         of drawing (unless such notice is received after 1:00 p.m. on such day
         and then on the next succeeding Business Day with the outstanding

18
<PAGE>

         amount accruing interest at the Adjusted Base Rate until reimbursed)
         under any Letter of Credit either with the proceeds of a Revolving Loan
         obtained hereunder or otherwise in same day funds as provided herein or
         in the LOC Documents. If the Borrower shall fail to reimburse the
         Issuing Lender as provided hereinabove, the unreimbursed amount of such
         drawing shall bear interest at a per annum rate equal to the Adjusted
         Base Rate plus two percent (2%). The Borrower's reimbursement
         obligations hereunder shall be absolute and unconditional under all
         circumstances irrespective of (but without waiver of) any rights of
         set-off, counterclaim or defense to payment that the applicable account
         party or the Borrower may claim or have against the Issuing Lender, the
         Administrative Agent, the Lenders, the beneficiary of the Letter of
         Credit drawn upon or any other Person, including without limitation,
         any defense based on any failure of the applicable account party, the
         Borrower or any other Credit Party to receive consideration or the
         legality, validity, regularity or unenforceability of the Letter of
         Credit. The Issuing Lender will promptly notify the LOC Participants of
         the amount of any unreimbursed drawing and each LOC Participant shall
         promptly (or if the Letter of Credit is in Foreign Currency within two
         Business Days) pay to the Administrative Agent for the account of the
         Issuing Lender, in Dollars and in immediately available funds, the
         amount of such LOC Participant's Revolving Loan Commitment Percentage
         of such unreimbursed drawing. Such payment shall be made on the day
         such notice is received by such Lender from the Issuing Lender if such
         notice is received at or before 2:00 p.m., otherwise such payment shall
         be made at or before 12:00 Noon on the Business Day next succeeding the
         day such notice is received. If such LOC Participant does not pay such
         amount to the Issuing Lender in full upon such request, such LOC
         Participant shall, on demand, pay to the Administrative Agent for the
         account of the Issuing Lender interest on the unpaid amount during the
         period from the date the LOC Participant received the notice regarding
         the unreimbursed drawing until such LOC Participant pays such amount to
         the Issuing Lender in full at a rate per annum equal to, during the
         period to but excluding the date two Business Days after demand
         therefor, the Federal Funds Rate, and, thereafter, the Base Rate. Each
         LOC Participant's obligation to make such payment to the Issuing
         Lender, and the right of the Issuing Lender to receive the same, shall
         be absolute and unconditional, shall not be affected by any
         circumstance whatsoever and without regard to the termination of this
         Credit Agreement or the Commitments hereunder, the existence of a
         Default or Event of Default or the acceleration of the obligations
         hereunder and shall be made without any offset, abatement, withholding
         or reduction whatsoever. Simultaneously with the making of each such
         payment by a LOC Participant to the Issuing Lender, such LOC
         Participant shall, automatically and without any further action on the
         part of the Issuing Lender or such LOC Participant, acquire a
         participation in an amount equal to such payment (excluding the portion
         of such payment constituting interest owing to the Issuing Lender) in
         the related unreimbursed drawn portion of the LOC Obligation and in the
         interest thereon and in the related LOC Documents, and shall have a
         claim against the Borrower and the other Credit Parties with respect
         thereto (including the reimbursement obligation).

                  (e)    Repayment with Revolving Loans. On any day on which the
         Borrower shall have requested, or been deemed to have requested, a
         Revolving Loan borrowing to reimburse a drawing under a Letter of
         Credit, the Administrative Agent shall give notice to the applicable
         Lenders that a Revolving Loan has been requested or deemed requested in
         connection with a drawing under a Letter of Credit, in which case a
         Revolving Loan borrowing comprised solely of Base Rate Loans in Dollars
         (each such borrowing, a "Mandatory Borrowing") shall be immediately
         made from all applicable Lenders (without giving effect to any
         termination of the Commitments pursuant to Section 9.2) pro rata based
         on each Lender's respective Revolving Loan Commitment Percentage and
         the proceeds thereof shall be paid directly to the Issuing Lender for
         application to the respective LOC Obligations. Each such Lender hereby
         irrevocably agrees to make such Revolving Loans immediately upon any
         such request or deemed request on account of each such Mandatory
         Borrowing in the amount and in the manner specified in the preceding
         sentence and on the same such date notwithstanding (i) the amount of
         Mandatory Borrowing may not comply with the minimum amount for
         borrowings of Revolving Loans otherwise required hereunder, (ii)
         whether any conditions specified in Section 5 are then satisfied, (iii)
         whether a Default or Event of Default then exists, (iv) failure of any
         such request or deemed request for Revolving Loans to be made by the
         time otherwise required hereunder, (v) the date of such Mandatory
         Borrowing, or (vi) any reduction in the Revolving Committed Amount or
         any termination of the Commitments. In the event that any Mandatory
         Borrowing cannot for any reason be made on the date otherwise required
         above (including, without limitation, as a result of the commencement
         of a proceeding under the Bankruptcy Code with respect to the Borrower
         or any other Credit Party), then each such Lender hereby agrees that it
         shall forthwith fund (as of the date the Mandatory Borrowing would
         otherwise have occurred, but adjusted for any payments received from
         the Borrower on or after such date and prior to such purchase) its
         Participation Interest in the outstanding LOC Obligations; provided
         that in the event any Lender shall fail to fund its Participation
         Interest on the day the Mandatory Borrowing would otherwise have
         occurred, then the amount of such Lender's unfunded Participation
         Interest therein shall bear interest payable to the Issuing Lender upon
         demand, at the rate equal to, during the period to but excluding the
         date two Business Days after such date, the Federal Funds Rate, and,
         thereafter, the Base Rate.

19
<PAGE>

                  (f)    Modification and Extension. The issuance of any
         supplement, modification or amendment, renewal, or extensions
         (excluding extensions on an "evergreen" basis pursuant to Section
         2.2(a)) to any Letter of Credit shall, for purposes hereof, be treated
         in all respects the same as the issuance of a new Letter of Credit
         hereunder.

                  (g)    Uniform Customs and Practices. The Issuing Lender may
         have the Letters of Credit be subject to The Uniform Customs and
         Practice for Documentary Credits (including the International Chamber
         of Commerce's decision published by the Commission on Banking Technique
         and Practice on April 6, 1998 regarding the Euro) or the International
         Standby Practices 1998 (the "ISP98"), in either case as published as of
         the date of issue by the International Chamber of Commerce, in which
         case the UCP or the ISP98, as applicable, may be incorporated therein
         and deemed in all respects to be a part thereof.

                  (h)    Responsibility of Issuing Lender.

                         (i)    It is expressly understood and agreed as between
                  the Lenders that the obligations of the Issuing Lender
                  hereunder to the LOC Participants are only those expressly set
                  forth in this Credit Agreement and that the Issuing Lender
                  shall be entitled to assume that the conditions precedent set
                  forth in Section 5 have been satisfied unless it shall have
                  acquired actual knowledge that any such condition precedent
                  has not been satisfied; provided, however, that nothing set
                  forth in this Section 2.2 shall be deemed to prejudice the
                  right of any LOC Participant to recover from the Issuing
                  Lender any amounts made available by such LOC Participant to
                  the Issuing Lender pursuant to this Section 2.2 in the event
                  that it is determined by a court of competent jurisdiction
                  that the payment with respect to a Letter of Credit
                  constituted gross negligence or willful misconduct on the part
                  of the Issuing Lender.

                         (ii)   The Issuing Lender shall be under no obligation
                  to issue any Letter of Credit if (A) any order, judgment or
                  decree of any Governmental Authority or arbitrator shall by
                  its terms purport to enjoin or restrain the Issuing Lender
                  from issuing such Letter of Credit or (B) 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 with jurisdiction over the Issuing
                  Lender 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 the
                  Issuing Lender with respect to such Letter of Credit any
                  restriction, reserve or capital requirement (for which the
                  Issuing Lender is not otherwise compensated hereunder) not in
                  effect on the Closing Date, or shall impose upon the Issuing
                  Lender any unreimbursed loss, cost or expense which was not
                  applicable on the Closing Date and which the Issuing Lender in
                  good faith deems material to it.

                  (i)    Conflict with LOC Documents. In the event of any
         conflict between this Credit Agreement and any LOC Document, this
         Credit Agreement shall govern.

                  (j)    Indemnification of Issuing Lender.

                         (i)    In addition to its other obligations under this
                  Credit Agreement, the Borrower hereby agrees to protect,
                  indemnify, pay and save the Issuing Lender harmless from and
                  against any and all claims, demands, liabilities, damages,
                  losses, costs, charges and expenses (including reasonable
                  attorneys' fees) that the Issuing Lender may incur or be
                  subject to as a consequence, direct or indirect, of (A) the
                  issuance of any Letter of Credit or (B) the failure of the
                  Issuing Lender to honor a drawing under a Letter of Credit as
                  a result of any act or omission, whether rightful or wrongful,
                  of any present or future de jure or de facto government or
                  governmental authority (all such acts or omissions, herein
                  called "Government Acts").

                         (ii)   As between the Borrower and the Issuing Lender,
                  the Borrower shall assume all risks of the acts, omissions or
                  misuse of any Letter of Credit by the beneficiary thereof. The
                  Issuing Lender shall not be responsible for (except in the
                  case of (A), (B) and (C) below if the Issuing Lender has
                  actual knowledge to the contrary): (A) the form, validity,
                  sufficiency, accuracy, genuineness or legal effect of any
                  document submitted by any party in connection with the
                  application for and issuance of any Letter of Credit, even if
                  it should in fact prove to be in any or all respects invalid,
                  insufficient, inaccurate, fraudulent or forged; (B) the
                  validity or sufficiency of any instrument transferring or
                  assigning or purporting to transfer or assign any Letter of
                  Credit or the rights or benefits thereunder or proceeds
                  thereof, in whole or in part, that may prove to be invalid or

20
<PAGE>

                  ineffective for any reason; (C) failure of the beneficiary of
                  a Letter of Credit to comply fully with conditions required in
                  order to draw upon a Letter of Credit; (D) errors, omissions,
                  interruptions or delays in transmission or delivery of any
                  messages, by mail, cable, telegraph, telex or otherwise,
                  whether or not they be in cipher; (E) errors in interpretation
                  of technical terms; (F) any loss or delay in the transmission
                  or otherwise of any document required in order to make a
                  drawing under a Letter of Credit or of the proceeds thereof;
                  and (G) any consequences arising from causes beyond the
                  control of the Issuing Lender, including, without limitation,
                  any Government Acts. None of the above shall affect, impair,
                  or prevent the vesting of the Issuing Lender's rights or
                  powers hereunder.

                         (iii)  In furtherance and extension and not in
                  limitation of the specific provisions hereinabove set forth,
                  any action taken or omitted by the Issuing Lender, under or in
                  connection with any Letter of Credit or the related
                  certificates, if taken or omitted in good faith, shall not put
                  the Issuing Lender under any resulting liability to the
                  Borrower or any other Credit Party. It is the intention of the
                  parties that this Credit Agreement shall be construed and
                  applied to protect and indemnify the Issuing Lender against
                  any and all risks involved in the issuance of the Letters of
                  Credit, all of which risks are hereby assumed by the Borrower,
                  including, without limitation, any and all risks of the acts
                  or omissions, whether rightful or wrongful, of any present or
                  future Government Acts. The Issuing Lender shall not, in any
                  way, be liable for any failure by the Issuing Lender or anyone
                  else to pay any drawing under any Letter of Credit as a result
                  of any Government Acts or any other cause beyond the control
                  of the Issuing Lender.

                         (iv)   Nothing in this subsection (j) is intended to
                  limit the reimbursement obligation of the Borrower contained
                  in this Section 2.2. The obligations of the Borrower under
                  this subsection (j) shall survive the termination of this
                  Credit Agreement. No act or omission of any current or prior
                  beneficiary of a Letter of Credit shall in any way affect or
                  impair the rights of the Issuing Lender to enforce any right,
                  power or benefit under this Credit Agreement.

                         (v)    Notwithstanding anything to the contrary
                  contained in this subsection (j), the Borrower shall have no
                  obligation to indemnify the Issuing Lender in respect of any
                  liability incurred by the Issuing Lender arising solely out of
                  the gross negligence or willful misconduct of the Issuing
                  Lender, as determined by a court of competent jurisdiction.
                  Nothing in this Agreement shall relieve the Issuing Lender of
                  any liability to the Borrower in respect of any action taken
                  by the Issuing Lender which action constitutes gross
                  negligence or willful misconduct of the Issuing Lender or a
                  violation of the UCP, ISP98 or Uniform Commercial Code (as
                  applicable), as determined by a court of competent
                  jurisdiction. The Borrower shall have a claim against the
                  Issuing Lender, and the Issuing Lender shall be liable to the
                  Borrower, to the extent of any direct, but not consequential,
                  damages suffered by the Borrower that the Borrower proves were
                  caused by (i) the Issuing Lender's willful misconduct or gross
                  negligence in determining whether documents presented under
                  any Letter of Credit comply with the terms of the Letter of
                  Credit or (ii) the Issuing Lender's willful failure to make
                  lawful payment under a Letter of Credit after the presentation
                  to it of a draft and certificates strictly complying with the
                  terms and conditions of the Letter of Credit.

         2.3      Swing Line Loans Subfacility.
                  ----------------------------

                  (a)    Swing Line Loans. Bank of America hereby agrees, on the
         terms and subject to the conditions set forth herein and in the other
         Credit Documents, to make loans to the Borrower in Dollars at any time
         and from time to time during the period from and including the Closing
         Date to but not including the Maturity Date (each such loan, a "Swing
         Line Loan" and collectively, the "Swing Line Loans"); provided that (i)
         the aggregate principal amount of the Swing Line Loans outstanding at
         any one time shall not exceed the Swing Line Committed Amount and (ii)
         the sum of the aggregate amount of Swing Line Loans outstanding plus
         the aggregate amount of Revolving Loans outstanding plus the aggregate
         amount of LOC Obligations outstanding shall not exceed the Revolving
         Committed Amount. Prior to the Maturity Date, Swing Line Loans may be
         repaid and reborrowed by the Borrower in accordance with the provisions
         hereof. Upon the request of any Lender, Bank of America shall provide
         such Lender a schedule of Swing Line Loans then outstanding.

                  (b)    Method of Borrowing and Funding Swing Line Loans. By no
         later than 10:00 a.m., on the date of the requested borrowing of Swing
         Line Loans, the Borrower shall submit a Swing Line Loan Request to Bank
         of America in the form of Exhibit 2.3(b) setting forth (i) the amount
         of the requested Swing Line Loan, (ii) the date of the requested Swing
         Line Loan and (iii) whether such Swing Line Loan is to be a Base Rate
         Loan or a Quoted Rate Swing Line Loan

21
<PAGE>

         and if it is a Quoted Rate Swing Line Loan, the applicable Interest
         Period and complying in all respects with Section 5.2. If the Borrower
         has requested a Quoted Rate Swing Line Loan, Bank of America shall
         provide to the Borrower, no later than 1:00 p.m. on the date of the
         request, the rate at which Bank of America would be willing to provide
         such Swing Line Loan (the "Quoted Rate"). The Borrower shall notify
         Bank of America by 2:00 p.m. on such date whether it wishes to accept
         the Quoted Rate. Failure of the Borrower to timely accept the Quoted
         Rate shall make the Quoted Rate and the corresponding Swing Line Loan
         Request void.

                  (c)    Repayment and Participations of Swing Line Loans. The
         Borrower agrees to repay all Swing Line Loans that are Base Rate Loans
         within one Business Day of demand therefor by Bank of America and all
         Swing Line Loans that are Quoted Rate Swing Line Loans at the end of
         the applicable Interest Period. Each repayment of a Swing Line Loan may
         be accomplished by requesting Revolving Loans and such request shall
         not be subject to the conditions set forth in Section 5.2(b). In the
         event that the Borrower shall fail to timely repay any Swing Line Loan,
         and in any event upon (i) a request by Bank of America, (ii) the
         occurrence of an Event of Default described in Section 9.1(f) or (iii)
         the acceleration of any Loan or termination of any Commitment pursuant
         to Section 9.2, each other Lender shall irrevocably and unconditionally
         purchase from Bank of America, without recourse or warranty, an
         undivided interest and participation in such Swing Line Loan in an
         amount equal to such other Lender's Revolving Loan Commitment
         Percentage thereof, by directly purchasing a participation in such
         Swing Line Loan in such amount (regardless of whether the conditions
         precedent thereto set forth in Section 5.2 hereof are then satisfied,
         whether or not the Borrower has submitted a Notice of Borrowing and
         whether or not the Commitments are then in effect, any Event of Default
         exists or all the Loans have been accelerated) and paying the proceeds
         thereof to Bank of America at the Agency Services Address, or at such
         other address as Bank of America may designate, in Dollars and in
         immediately available funds. If such amount is not in fact made
         available to Bank of America by any Lender, Bank of America shall be
         entitled to recover such amount on demand from such Lender, together
         with accrued interest thereon for each day from the date of demand
         thereof, at a per annum rate equal to, during the period to but
         excluding the date two Business Days after demand therefor, the Federal
         Funds Rate, and, thereafter, the Base Rate. If such Lender does not pay
         such amount forthwith upon Bank of America's demand therefor, and until
         such time as such Lender makes the required payment, Bank of America
         shall be deemed to continue to have outstanding Swing Line Loans in the
         amount of such unpaid participation obligation for all purposes of the
         Credit Documents other than those provisions requiring the other
         Lenders to purchase a participation therein. Further, such Lender shall
         be deemed to have assigned any and all payments made of principal and
         interest on its Loans, and any other amounts due to it hereunder to
         Bank of America to fund Swing Line Loans in the amount of the
         participation in Swing Line Loans that such Lender failed to purchase
         pursuant to this Section 2.3(c) until such amount has been purchased
         (as a result of such assignment or otherwise).

                  (d)    Minimum Amounts. Each Swing Line Loan shall be in the
         minimum amount of $100,000 and in integral multiples of $50,000 in
         excess thereof.

                  (e)    Swing Line Note. The Swing Line Loans made by Bank of
         America shall be evidenced by a duly executed promissory note of the
         Borrower to Bank of America in the face amount of the Swing Line
         Committed Amount and in substantially the form of Exhibit 2.3(e).

         2.4      Currency Equivalents.
                  --------------------

         For purposes of determining compliance with Sections 2.1(a), 2.2(a),
2.3(a), 3.3(b) and 5.2(d), the amount of each Loan and each Letter of Credit
outstanding in a Foreign Currency: (a) shall be converted to its U.S. Dollar
Equivalent on the date of the initial Notice of Borrowing or request for a
Letter of Credit with respect thereto and on the date of each Notice of
Continuation/Conversion requesting a new Interest Period therefor and (b) from
and after any such date, shall be deemed to remain equivalent to the U.S. Dollar
Equivalent determined in accordance with clause (a) notwithstanding any
fluctuation in exchange rates occurring thereafter.


                                    SECTION 3

          GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT
          ------------------------------------------------------------

         3.1      Interest.
                  --------

22
<PAGE>

                  (a)    Interest Rate. All Revolving Loans that are Base Rate
         Loans shall accrue interest at the Adjusted Base Rate. All Swing Line
         Loans shall accrue interest at the Adjusted Base Rate unless such Swing
         Line Loan is a Quoted Rate Swing Line Loan, then such Swing Line Loan
         shall accrue interest at the Quoted Rate applicable thereto. All
         Revolving Loans that are Eurocurrency Loans shall accrue interest at
         the Adjusted Eurocurrency Rate unless the Adjusted Eurocurrency Rate is
         not available by virtue of circumstances described in Section 3.10(a)
         or 3.11.

                  (b)    Default Rate of Interest. Upon the occurrence, and
         during the continuance, of an Event of Default, the principal of and,
         to the extent permitted by law, interest on the Loans and any other
         amounts owing hereunder or under the other Credit Documents (including
         without limitation fees and expenses) shall bear interest, payable on
         demand, at a per annum rate equal to (i) two percent (2%) plus the rate
         which would otherwise be applicable or (ii) if no rate is applicable,
         the Adjusted Base Rate plus two percent (2%).

                  (c)    Interest Payments. The Borrower promises to pay
         interest on Loans in arrears on each Interest Payment Date. If an
         Interest Payment Date falls on a date which is not a Business Day, such
         Interest Payment Date shall be deemed to be the next succeeding
         Business Day, except that in the case of Eurocurrency Loans where the
         next succeeding Business Day falls in the next succeeding calendar
         month, then on the next preceding Business Day.

         3.2      Place and Manner of Payments.
                  ----------------------------

         All payments of principal, interest, fees, expenses and other amounts
to be made by a Credit Party under this Agreement shall be made unconditionally
and without any setoff, deduction, counterclaim, defense, recoupment or
withholding of any kind and received not later than 2:00 p.m. on the date when
due, in Dollars or the applicable Foreign Currency and in immediately available
funds, by the Administrative Agent at the Agency Services Address. Payments
received after such time shall be deemed to have been received on the next
Business Day. The Borrower shall, at the time it makes any payment under this
Agreement, specify to the Administrative Agent, the Loans, Letters of Credit,
fees or other amounts payable by the Borrower hereunder to which such payment is
to be applied (and in the event that it fails to specify, or if such application
would be inconsistent with the terms hereof, the Administrative Agent shall,
subject to Section 3.7, distribute such payment to the Lenders in such manner as
the Administrative Agent may deem appropriate). The Administrative Agent will
distribute such payments to the applicable Lenders if any such payment is
received prior to 2:00 p.m.; otherwise the Administrative Agent will distribute
such payment to the applicable Lenders on the next succeeding Business Day, in
each case in immediately available funds. Whenever any payment hereunder shall
be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day (subject to accrual of
interest and fees for the period of such extension), except that in the case of
Eurocurrency Loans, if the extension would cause the payment to be made in the
next following calendar month, then such payment shall instead be made on the
next preceding Business Day.

         3.3      Prepayments.
                  -----------

                  (a)    Voluntary Prepayments. The Borrower shall have the
         right to prepay Loans in whole or in part from time to time without
         premium or penalty; provided, however, that (i) Eurocurrency Loans may
         only be prepaid on three Business Days' prior written notice to the
         Administrative Agent and any prepayment of Eurocurrency Loans will be
         subject to Section 3.14; (ii) each such partial prepayment of Loans
         shall be in the minimum principal amount of (A) $5,000,000 for
         Revolving Loans or, in the case of Foreign Currency, the U.S. Dollar
         Equivalent of such $5,000,000 and (B) $100,000 for Swing Line Loans;
         and (iii) Quoted Rate Swing Line Loans may not be prepaid unless a
         breakage fee equal to the amount of actual damages suffered by the
         Lender whose Quoted Rate Swing Line Loan is prepaid is paid to such
         Lender; provided that such Lender shall provide the Borrower with the
         calculation of such damages. Amounts prepaid hereunder shall be applied
         as the Borrower may elect; provided, that if the Borrower fails to
         specify, then such prepayment shall be applied first to Revolving Loans
         that are Base Rate Loans, then to Eurocurrency Loans in direct order of
         Interest Period maturities, then to Swing Line Loans (first to those
         Swing Line Loans accruing interest at the Adjusted Base Rate and then
         to those Swing Line Loans accruing interest at the Quoted Rate).

                  (b)    Mandatory Prepayments.

                         (i)    Revolving Committed Amount. If at any time (A)
                  the sum of the aggregate amount of Revolving Loans outstanding
                  plus the aggregate amount of LOC Obligations outstanding plus
                  the aggregate amount of Swing Line Loans outstanding exceeds
                  the Revolving Committed Amount, (B) the aggregate amount of
                  LOC Obligations outstanding exceeds the LOC Committed Amount,
                  (C) the aggregate amount of Swing Line

23
<PAGE>

                  Loans outstanding exceeds the Swing Line Committed Amount, or
                  (D) the sum of the aggregate amount of Revolving Loans
                  outstanding in Foreign Currency plus the aggregate amount of
                  LOC Obligations outstanding in Foreign Currency exceeds the
                  U.S. Dollar Equivalent of Fifty Million Dollars ($50,000,000),
                  the Borrower shall immediately make a principal payment to the
                  Administrative Agent in the manner and in an amount necessary
                  to be in compliance with Sections 2.1, 2.2 or 2.3, as
                  applicable.

                         (ii)   Asset Dispositions. Within two Business Days
                  following the closing of any Asset Disposition, the Borrower
                  shall forward an amount equal to 75% of the Net Cash Proceeds
                  of such Asset Disposition to the Lenders as a prepayment of
                  the Loans (to be applied as set forth in Section 3.3(c)
                  below); provided, however, the Borrower shall not be required
                  to prepay the Loans pursuant to this subsection (ii) to the
                  extent that, within two Business Days following the closing of
                  such Asset Disposition, the Borrower delivers to the
                  Administrative Agent an officer's certificate that certifies
                  that the Borrower intends to reinvest the Net Cash Proceeds
                  from such Asset Disposition in Additional Assets within 365
                  days following the consummation of such Asset Disposition;
                  provided further, however, to the extent the Borrower fails to
                  reinvest any portion of the Net Cash Proceeds from such Asset
                  Disposition within such 365 day period, the Borrower shall
                  immediately forward such portion of the Net Cash Proceeds to
                  the Lenders as a prepayment of the Loans (to be applied as set
                  forth in Section 3.3(c) below).

                         (iii)  Issuance of Debt. Within two Business Days
                  following any Debt Issuance, the Borrower shall forward 100%
                  of the Net Cash Proceeds of such Debt Issuance to the Lenders
                  as a prepayment of the Loans (to be applied as set forth in
                  Section 3.3(c) below).

                  (c)    Application of Prepayments. All amounts required to be
         paid pursuant to Sections 3.3(b)(i)(A), 3.3(b)(ii) or 3.3(b)(iii) shall
         be applied first to Revolving Loans (first to Base Rate Loans and then
         to Eurocurrency Loans in direct order of Interest Period maturities),
         second to Swing Line Loans (first to Base Rate Loans and then to Quoted
         Rate Swing Line Loans) and third to a cash collateral account in
         respect of LOC Obligations. All amounts required to be paid pursuant to
         Section 3.3(b)(i)(B) shall be paid to a cash collateral account in
         respect of LOC Obligations. All amounts required to be paid pursuant to
         Section 3.3(b)(i)(C) shall be applied to Swing Line Loans (first to
         Base Rate Loans and then to Quoted Rate Swing Line Loans). All amounts
         required to be paid pursuant to Section 3.3(b)(i)(D) shall be applied
         first to Revolving Loans outstanding in Foreign Currency (first to Base
         Rate Loans (if any) and then to Eurocurrency Loans in direct order of
         Interest Period maturities), and second to a cash collateral account in
         respect of LOC Obligations outstanding in Foreign Currency. All
         prepayments hereunder shall be subject to Section 3.14 as well as any
         breakage fees in connection with a prepayment of a Quoted Rate Swing
         Line Loan and shall be accompanied by interest on the principal amount
         prepaid through the date of prepayment.

                  (d)    Commitment Reductions. At the time a prepayment of any
         of the Loans is required to be made pursuant to Section 3.3(b)(ii) or
         (iii), the Revolving Committed Amount shall be automatically and
         permanently reduced by an amount equal to the amount of the required
         prepayment.

         3.4      Fees.
                  ----

                  (a)    Commitment Fees. In consideration of the Revolving
         Committed Amount being made available by the Lenders hereunder, the
         Borrower promises to pay to the Administrative Agent, for the pro rata
         benefit of each applicable Lender (based on each Lender's Revolving
         Loan Commitment Percentage of the Revolving Committed Amount), a fee
         equal to 0.50% of the Unused Revolving Committed Amount (the
         "Commitment Fees"), computed at a per annum rate for each day during
         the applicable Commitment Fee Calculation Period. The Commitment Fees
         shall commence to accrue on the Closing Date and shall be due and
         payable in arrears on the first Business Day of each fiscal quarter of
         the Borrower (as well as on the Maturity Date and on any date that the
         Revolving Committed Amount is reduced) for the immediately preceding
         fiscal quarter (or portion thereof) (each such quarter or portion
         thereof for which the Commitment Fee is payable hereunder being
         referred to as an "Commitment Fee Calculation Period"), beginning with
         the first of such dates to occur after the Closing Date.

                  (b)    Letter of Credit Fees.

                         (i)    Letter of Credit Fee. In consideration of the
                  issuance of Letters of Credit hereunder, the Borrower promises
                  to pay to the Issuing Lender, for the pro rata benefit of the
                  applicable Lenders (based on each

24
<PAGE>

                  Lender's Revolving Loan Commitment Percentage of the Revolving
                  Committed Amount), a fee (the "Letter of Credit Fee") equal to
                  the Applicable Percentage for the Letter of Credit Fee on the
                  average daily maximum amount available to be drawn under each
                  such Letter of Credit from the date of issuance to the date of
                  expiration. The Letter of Credit Fee will be payable in
                  arrears on the first Business Day of each fiscal quarter of
                  the Borrower (as well as on the Maturity Date) for the
                  immediately preceding fiscal quarter (or portion thereof),
                  beginning with the first of such dates to occur after the
                  Closing Date.

                         (ii)   Issuing Lender Fees. In addition to the Letter
                  of Credit Fees payable pursuant to subsection (i) above, the
                  Borrower promises to pay to the Issuing Lender for its own
                  account, without sharing by the other Lenders, (A) a fee equal
                  to one-eighth of one percent (1/8%) per annum on the total sum
                  of all Letters of Credit outstanding issued by the Issuing
                  Lender, such fee to be paid quarterly in arrears 15 days after
                  the end of each fiscal quarter of the Borrower (as well as on
                  the Maturity Date) and (B) the customary charges from time to
                  time to the Issuing Lender for its services in connection with
                  the issuance, amendment, payment, transfer, administration,
                  cancellation and conversion of, and drawings under, such
                  Letters of Credit (collectively, the "Issuing Lender Fees").

                  (c)    Administrative Fees. The Borrower promises to pay to
         the Administrative Agent, for its own account, an annual fee as agreed
         to between the Borrower and the Administrative Agent in the Fee Letter.

         3.5      Payment in full at Maturity.
                  ---------------------------

         On the Maturity Date, the entire outstanding principal balance of all
Revolving Loans, all Swing Line Loans and all LOC Obligations then outstanding,
together with accrued but unpaid interest and all other sums owing with respect
thereto, shall be due and payable in full, unless accelerated sooner pursuant to
Section 9.

         3.6      Computations of Interest and Fees.
                  ---------------------------------

                  (a)    Except for Base Rate Loans that are based upon the
         Prime Rate, in which case interest shall be computed on the basis of a
         365 or 366 day year, as applicable, all computations of interest and
         fees hereunder shall be made on the basis of the actual number of days
         elapsed over a year of 360 days. Interest shall accrue from and include
         the date of borrowing (or continuation or conversion) but exclude the
         date of payment.

                  (b)    It is the intent of the Lenders and the Credit Parties
         to conform to and contract in strict compliance with applicable usury
         law from time to time in effect. All agreements between the Lenders and
         the Borrower are hereby limited by the provisions of this paragraph
         which shall override and control all such agreements, whether now
         existing or hereafter arising and whether written or oral. In no way,
         nor in any event or contingency (including but not limited to
         prepayment or acceleration of the maturity of any obligation), shall
         the interest taken, reserved, contracted for, charged, or received
         under this Credit Agreement, under the Notes or otherwise, exceed the
         maximum nonusurious amount permissible under applicable law. If, from
         any possible construction of any of the Credit Documents or any other
         document, interest would otherwise be payable in excess of the maximum
         nonusurious amount, any such construction shall be subject to the
         provisions of this paragraph and such documents shall be automatically
         reduced to the maximum nonusurious amount permitted under applicable
         law, without the necessity of execution of any amendment or new
         document. If any Lender shall ever receive anything of value which is
         characterized as interest on the Loans under applicable law and which
         would, apart from this provision, be in excess of the maximum lawful
         amount, an amount equal to the amount which would have been excessive
         interest shall, without penalty, be applied to the reduction of the
         principal amount owing on the Loans and not to the payment of interest,
         or refunded to the Borrower or the other payor thereof if and to the
         extent such amount which would have been excessive exceeds such unpaid
         principal amount of the Loans. The right to demand payment of the Loans
         or any other Indebtedness evidenced by any of the Credit Documents does
         not include the right to receive any interest which has not otherwise
         accrued on the date of such demand, and the Lenders do not intend to
         charge or receive any unearned interest in the event of such demand.
         All interest paid or agreed to be paid to the Lenders with respect to
         the Loans shall, to the extent permitted by applicable law, be
         amortized, prorated, allocated, and spread throughout the full stated
         term (including any renewal or extension) of the Loans so that the
         amount of interest on account of such Indebtedness does not exceed the
         maximum nonusurious amount permitted by applicable law.

         3.7      Pro Rata Treatment.
                  ------------------

25
<PAGE>

         Except to the extent otherwise provided herein:

                  (a)    Loans. Each Revolving Loan borrowing (including,
         without limitation, each Mandatory Borrowing), each payment or
         prepayment of principal of any Revolving Loan, each payment of fees
         (other than the Issuing Lender Fees retained by the Issuing Lender for
         its own account and the Administrative Fees retained by the
         Administrative Agent for its own account), each reduction of the
         Revolving Committed Amount, and each conversion or continuation of any
         Revolving Loan, shall (except as otherwise provided in Section 3.11) be
         allocated pro rata among the relevant Lenders in accordance with the
         respective Revolving Loan Commitment Percentages of such Lenders (or,
         if the Commitments of such Lenders have expired or been terminated, in
         accordance with the respective principal amounts of the outstanding
         Revolving Loans and Participation Interests of such Lenders); provided
         that, if any Lender shall have failed to pay its applicable pro rata
         share of any Revolving Loan, then any amount to which such Lender would
         otherwise be entitled pursuant to this subsection (a) shall instead be
         payable to the Administrative Agent until the share of such Revolving
         Loan not funded by such Lender has been repaid; provided further, that
         in the event any amount paid to any Lender pursuant to this subsection
         (a) is rescinded or must otherwise be returned by the Administrative
         Agent, each Lender shall, upon the request of the Administrative Agent,
         repay to the Administrative Agent the amount so paid to such Lender,
         with interest for the period commencing on the date such payment is
         returned by the Administrative Agent until the date the Administrative
         Agent receives such repayment at a rate per annum equal to, during the
         period to but excluding the date two Business Days after such request,
         the Federal Funds Rate, and thereafter, the Base Rate; and

                  (b)    Letters of Credit. Each payment of unreimbursed
         drawings in respect of LOC Obligations shall be allocated to each LOC
         Participant pro rata in accordance with its Revolving Loan Commitment
         Percentage; provided that, if any LOC Participant shall have failed to
         pay its applicable pro rata share of any drawing under any Letter of
         Credit, then any amount to which such LOC Participant would otherwise
         be entitled pursuant to this subsection (b) shall instead be payable to
         the Issuing Lender until the share of such unreimbursed drawing not
         funded by such Lender has been repaid; provided further, that in the
         event any amount paid to any LOC Participant pursuant to this
         subsection (b) is rescinded or must otherwise be returned by the
         Issuing Lender, each LOC Participant shall, upon the request of the
         Issuing Lender, repay to the Administrative Agent for the account of
         the Issuing Lender the amount so paid to such LOC Participant, with
         interest for the period commencing on the date such payment is returned
         by the Issuing Lender until the date the Issuing Lender receives such
         repayment at a rate per annum equal to, during the period to but
         excluding the date two Business Days after such request, the Federal
         Funds Rate, and thereafter, the Base Rate.

         3.8      Sharing of Payments.
                  -------------------

         The Lenders agree among themselves that, except to the extent otherwise
provided herein, in the event that any Lender shall obtain payment in respect of
any Loan, unreimbursed drawing with respect to any LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of the Bankruptcy Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, in excess of its pro rata share of such payment as provided for
in this Credit Agreement, such Lender shall promptly pay in cash or purchase
from the other Lenders a participation in such Loans, LOC Obligations, and other
obligations in such amounts, and make such other adjustments from time to time,
as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by payment in cash or a repurchase of a participation
theretofore sold, return its share of that benefit (together with its share of
any accrued interest payable with respect thereto) to each Lender whose payment
shall have been rescinded or otherwise restored. The Borrower agrees that any
Lender so purchasing such a participation may, to the fullest extent permitted
by law, exercise all rights of payment, including setoff, banker's lien or
counterclaim, with respect to such participation as fully as if such Lender were
a holder of such Loan, LOC Obligation or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender or the Administrative Agent shall fail to remit to the
Administrative Agent or any other Lender an amount payable by such Lender or the
Administrative Agent to the Administrative Agent or such other Lender pursuant
to this Credit Agreement on the date when such amount is due, such payments
shall be made together with interest thereon for each date from the date such
amount is due until the date such amount is paid to the Administrative Agent or
such other Lender at a rate per annum equal to the Federal Funds Rate. 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 3.8 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with

26
<PAGE>

the rights of the Lenders under this Section 3.8 to share in the benefits of any
recovery on such secured claim.

         3.9      Capital Adequacy.
                  ----------------

         If, after the date hereof, any Lender has determined that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender, or its parent corporation, with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's (or parent corporation's)
capital or assets as a consequence of its commitments or obligations hereunder
to a level below that which such Lender, or its parent corporation, could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's (or parent corporation's) policies with respect to
capital adequacy), then, within 30 days following written notice from such
Lender to the Borrower (such notice setting forth the amount necessary to
compensate such Lender and identifying in reasonable detail the basis for the
calculation of such amount and taking into account applicable deductions and
credits in respect of the amount indemnified), the Borrower shall be obligated
to pay to such Lender such additional amount or amounts as will compensate such
Lender on an after-tax basis (after taking into account applicable deductions
and credits in respect of the amount indemnified) for such reduction. Each
determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto. This
covenant shall survive the termination of this Credit Agreement and the payment
of the Loans and all other amounts payable hereunder. Each Lender agrees not to
give any such notice or demand any such payment with respect to any such
determinations at a time more than six months after the period as to which the
Lender has made such determinations. The Borrower shall not be obligated to
compensate any Lender for any such reductions if the Borrower shall have
received such demand from such Lender later than such six month period provided
in the preceding sentence. Each Lender agrees to make all reasonable efforts to
avoid or minimize the amount of any demand for payment under this Section 3.9,
including exercising all reasonable efforts to change its lending office or to
transfer its affected Loans to an Affiliate; provided, however, that no Lender
shall be required by this sentence to effect any change or transfer which would
have a materially adverse effect on such Lender's results of operations or
financial condition.

         3.10     Inability To Determine Eurocurrency Rate or Make Loans in
                  ---------------------------------------------------------
                  Foreign Currency.
                  ----------------

         If the Administrative Agent shall have determined in good faith (which
determination shall be conclusive and binding upon the Borrower) that, (a) by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurocurrency Rate or (b) Loans cannot be
made in a Foreign Currency, the Administrative Agent shall give telecopy or
telephonic notice thereof to the Borrower and the Lenders as soon as practicable
thereafter, and will also give prompt written notice to the Borrower when such
conditions no longer exist. If such notice is given in connection with (a) above
(i) any Eurocurrency Loans requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to
have been converted on the first day of such Interest Period to or continued as
Eurocurrency Loans shall be converted to or continued as Base Rate Loans and
(iii) any outstanding Eurocurrency Loans shall be converted, on the first day of
such Interest Period, to Base Rate Loans. Until such notice has been withdrawn
by the Administrative Agent, no further Eurocurrency Loans shall be made or
continued as such, nor shall the Borrower have the right to convert Base Rate
Loans to Eurocurrency Loans. If such notice is given in connection with (b)
above, any request for a Loan in such Foreign Currency shall be a request for
such loan to be made in Dollars.

         3.11     Illegality.
                  ----------

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurocurrency Loans as contemplated by this Credit Agreement, (a)
such Lender shall promptly give written notice of such circumstances to the
Borrower and the Administrative Agent (which notice shall be withdrawn whenever
such circumstances no longer exist), (b) the commitment of such Lender hereunder
to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert a
Base Rate Loan to Eurocurrency Loans shall forthwith be canceled and, until such
time as it shall no longer be unlawful for such Lender to make or maintain
Eurocurrency Loans, such Lender shall then have a commitment only to make a Base
Rate Loan when a Eurocurrency Loan is requested and (c) such Lender's Loans then
outstanding as Eurocurrency Loans, if any, shall be converted automatically to
Base Rate Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law. If
any such conversion of a Eurocurrency Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrower shall
pay to such Lender such amounts, if

27
<PAGE>

any, as may be required pursuant to Section 3.14.

         3.12     Requirements of Law.
                  -------------------

         If, after the Closing Date, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):

                  (a)    shall change the basis of taxation of payments to such
         Lender of the principal of or interest on any Loan made by such Lender
         or any fees or other amounts payable to such Lender hereunder (except
         for Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded
         Taxes imposed solely by reason of any failure of such Lender to comply
         with its obligations under Section 3.13(b)) and changes in taxes
         measured by or imposed upon the overall net income, or franchise tax,
         gross receipt taxes, branch taxes, taxes on doing business or taxes on
         the overall net worth of such Lender or its applicable lending office,
         branch, or any affiliate thereof);

                  (b)    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 which is not
         otherwise included in the determination of the Eurocurrency Rate
         hereunder; or

                  (c)    shall impose on such Lender any other condition
         (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender reasonably deems to be material, of making,
converting into, continuing or maintaining Eurocurrency Loans or issuing or
participating in Letters of Credit or making Loans in a Foreign Currency or to
reduce any amount receivable hereunder in respect thereof, then, in any such
case, upon notice to the Borrower from such Lender, through the Administrative
Agent, in accordance herewith, the Borrower shall be obligated to promptly pay
such Lender, upon its demand, any additional amounts necessary to compensate
such Lender on an after-tax basis (after taking into account applicable
deductions and credits in respect of the amount indemnified) for such increased
cost or reduced amount receivable, provided that, in any such case, the Borrower
may elect to convert the Eurocurrency Loans made by such Lender hereunder to
Base Rate Loans by giving the Administrative Agent at least one Business Day's
notice of such election, in which case the Borrower shall promptly pay to such
Lender, upon demand, without duplication, such amounts, if any, as may be
required pursuant to Section 3.14. If any Lender becomes entitled to claim any
additional amounts pursuant to this Section 3.12, it shall provide prompt notice
thereof to the Borrower, through the Administrative Agent, certifying (x) that
one of the events described in this Section 3.12 has occurred and describing in
reasonable detail the nature of such event, (y) as to the increased cost or
reduced amount resulting from such event and (z) as to the additional amount
demanded by such Lender and a reasonably detailed explanation of the calculation
thereof. Such a certificate as to any additional amounts payable pursuant to
this Section 3.12 submitted by such Lender, through the Administrative Agent, to
the Borrower shall be conclusive and binding on the parties hereto in the
absence of manifest error. This covenant shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

         3.13     Taxes.
                  -----

                  (a)    Except as provided below in this Section 3.13, all
         payments made by the Borrower under this Credit Agreement and any Notes
         shall be made free and clear of, and without deduction or withholding
         for or on account of, any present or future income, stamp or other
         taxes, levies, imposts, duties, charges, fees, deductions or
         withholdings, now or hereafter imposed, levied, collected, withheld or
         assessed by any court, or governmental body, agency or other official,
         excluding taxes measured by or imposed upon the overall net income of
         any Lender or its applicable lending office, or any branch or affiliate
         thereof, and all franchise taxes, gross receipts, branch taxes, taxes
         on doing business or taxes on the overall capital or net worth of any
         Lender or its applicable lending office, or any branch or affiliate
         thereof, in each case imposed: (i) by the jurisdiction under the laws
         of which such Lender, applicable lending office, branch or affiliate is
         organized or is located, or in which its principal executive or
         business office is located, or any nation within which such
         jurisdiction is located or any political subdivision thereof; or (ii)
         by reason of any connection between the jurisdiction imposing such tax
         and such Lender, applicable lending office, principal executive or
         business office branch or affiliate other than a connection arising
         solely from such Lender having executed, delivered or performed its
         obligations, or received payment under or enforced, this Credit
         Agreement or any Notes. If any such non-excluded taxes, levies,
         imposts,

28
<PAGE>

         duties, charges, fees, deductions or withholdings ("Non-Excluded
         Taxes") are required to be withheld from any amounts payable to the
         Administrative Agent or any Lender hereunder or under any Notes, (A)
         the amounts so payable to the Administrative Agent or such Lender shall
         be increased to the extent necessary to yield to the Administrative
         Agent or such Lender (after payment of all Non-Excluded Taxes) interest
         or any such other amounts payable hereunder at the rates or in the
         amounts specified in this Credit Agreement and any Notes, provided,
         however, that the Borrower shall be entitled to deduct and withhold any
         Non-Excluded Taxes (and other applicable taxes) and shall not be
         required to increase any such amounts payable to any Lender that is not
         organized under the laws of the United States of America or a state
         thereof if such Lender fails to comply with the requirements of
         paragraph (b) (or (h)) of this Section 3.13 whenever any Non-Excluded
         Taxes (or other applicable taxes) are payable by or otherwise imposed
         on or collected from the Borrower, and (B) as promptly as possible
         after requested the Borrower shall send to such Agent for its own
         account or for the account of such Lender, as the case may be, a
         certified copy of an original official receipt received by the Borrower
         or, if none is available, other written evidence showing payment
         thereof. If the Borrower fails to pay any Non-Excluded Taxes when due
         to the appropriate taxing authority or fails to remit to the
         Administrative Agent the required receipts or other required
         documentary evidence, the Borrower shall indemnify the Administrative
         Agent and any Lender for any incremental taxes, interest or penalties
         that may become payable by the Administrative Agent or any Lender as a
         result of any such failure. The agreements in this subsection shall
         survive the termination of this Credit Agreement and the payment of the
         Loans and all other amounts payable hereunder.

                  (b)    Each Person which is a Lender that is not incorporated
         under the laws of the United States of America or any state or
         jurisdiction thereof shall:

                  (i)    (A)    on or before the date on which such Person
                  becomes a Lender hereunder, deliver to the Borrower and the
                  Administrative Agent (x) two duly completed copies of United
                  States Internal Revenue Service Form W-8BEN or W-8ECI (or
                  successor applicable form), as the case may be, certifying
                  that it is entitled to receive payments under this Credit
                  Agreement and any Notes without deduction or withholding of
                  any United States federal income taxes and (y) an Internal
                  Revenue Service Form W-8 or W-9, or successor applicable form,
                  as the case may be, certifying that it is entitled to an
                  exemption from United States backup withholding tax;

                         (B)    deliver to the Borrower and the Administrative
                  Agent two further copies of any such form or certification on
                  or before the date that any such form or certification expires
                  or becomes obsolete and after the occurrence of any event
                  requiring a change in the most recent form previously
                  delivered by it to the Borrower; and

                         (C)    obtain such extensions of time for filing and
                  complete such forms or certifications as may reasonably be
                  requested by the Borrower or the Administrative Agent; or

                  (ii)   in the case of any such Person that is not a "bank"
                  within the meaning of Section 881(c)(3)(A) of the Internal
                  Revenue Code, on or before the date such Person becomes a
                  Lender hereunder, (A) represent in writing to the Borrower
                  (for the benefit of the Borrower and the Administrative Agent)
                  that it is not a bank within the meaning of Section
                  881(c)(3)(A) of the Internal Revenue Code, (B) deliver to the
                  Borrower, with a copy to the Administrative Agent, two
                  accurate and complete original signed copies of Internal
                  Revenue Service Form W-8, or successor applicable form
                  certifying to such Lender's legal entitlement at the date of
                  such certificate to an exemption from U.S. withholding tax
                  under the provisions of Section 881(c) of the Internal Revenue
                  Code with respect to payments to be made under this Credit
                  Agreement and any Notes (and to deliver to the Borrower and
                  the Administrative Agent two further copies of such form on or
                  before the date it expires or becomes obsolete and after the
                  occurrence of any event requiring a change in the most
                  recently provided form and, if necessary, obtain any
                  extensions of time reasonably requested by the Borrower or the
                  Administrative Agent for filing and completing such forms),
                  and (C) agree, to the extent legally entitled to do so, upon
                  reasonable request by the Borrower, to provide to the Borrower
                  (for the benefit of the Borrower and the Administrative Agent)
                  such other forms as may be reasonably required in order to
                  establish the legal entitlement of such Lender to an exemption
                  from withholding with respect to payments under this Credit
                  Agreement and any Notes.

         Notwithstanding the above, if any change in treaty, law or regulation
         has occurred after the date such Person becomes a Lender hereunder
         which renders all such forms inapplicable or which would prevent such
         Lender from duly completing and delivering any such form or reasonable
         substitution therefor with respect to it and such Lender so advises the
         Borrower and the Administrative Agent then such Lender shall be exempt
         from such requirements. Each Person that shall

29
<PAGE>

         become a Lender or a participant of a Lender pursuant to Section 11.3
         shall, upon the effectiveness of the related transfer, be required to
         provide all of the forms, certifications and statements required
         pursuant to this subsection (b); provided that in the case of a
         participant of a Lender, the obligations of such participant of a
         Lender pursuant to this subsection (b) shall be determined as if the
         participant of a Lender were a Lender except that such participant of a
         Lender shall furnish all such required forms, certifications and
         statements to the Lender from which the related participation shall
         have been purchased and such Lender shall provide copies to the
         Administrative Agent and the Borrower.

                  (c)    Notwithstanding anything to the contrary in this Credit
         Agreement, the Borrower shall not be required to pay any current or
         future stamp, intangible or documentary taxes or any other excise or
         property taxes, charges or similar levies (including without
         limitation, mortgage recording taxes and similar fees) that arise as a
         result of sales, assignments or other transfers of rights hereunder by
         any Lender.

                  (d)    If requested by a Borrower, and at the Borrower's
         expense, any Lender and the Administrative Agent shall take such steps
         as may be appropriate to seek a refund of any Non-Excluded Taxes paid
         by it and shall permit the Borrower to participate in the preparation
         of any such refund claim. If any Lender or the Administrative Agent
         receives a refund in respect of any Non-Excluded Taxes for which the
         Lender has received payment from the Borrower hereunder, any Lender and
         the Administrative Agent, within 15 days of such receipt, shall deliver
         to the Borrower the amount of such refund. In addition, within 15 days
         of a written request of a Borrower, any Lender and the Administrative
         Agent shall execute and deliver to the Borrower such certificates,
         forms or other documents which can be reasonably furnished consistent
         with the facts and which are reasonably necessary to assist the
         Borrower in applying for refunds of Non-Excluded Taxes remitted
         hereunder.

                  (e)    If a Borrower is required to pay any amounts pursuant
         to the provisions of this Section 3.13, and if thereafter any Lender or
         the Administrative Agent shall receive or be granted a credit against
         or remission or other relief for any Non-Excluded Taxes payable by the
         Borrower solely in respect of the amounts so paid by the Borrower, such
         Lender shall to the extent that it can do so without prejudice to the
         retention of the amount of such credit, remission or other relief, pay
         to the Borrower promptly after the date on which any Lender or the
         Administrative Agent effectively obtains the benefit of such credit,
         remission or other relief an amount which such Lender reasonably
         determines to be equal to such credit, remission or other relief less
         any sum which the Lender is required by law to deduct therefrom. The
         Lender may, in its reasonable discretion, determine the order of
         utilization of all charges, deductions, credits and expenses.

                  (f)    In the event any Lender or the Administrative Agent
         receives written communication from any tax authority with respect to
         an assessment or proposed assessment of any Non-Excluded Taxes, such
         Lender or the Administrative Agent shall promptly notify the Borrower
         in writing and provide a copy of such communication to the Borrower.

                  (g)    Each Lender shall use reasonable efforts to avoid or
         minimize any amounts which might otherwise be payable pursuant to this
         Section 3.13, including, upon request of a Borrower, the change of its
         lending office; provided, however, that such efforts shall not include
         the taking of any actions by the Lender that would result in any tax,
         costs or other expense to the Lender (other than a tax, cost or expense
         for which the Lender shall have been reimbursed or indemnified by the
         Borrower pursuant to this Credit Agreement or otherwise) or any action
         which would have a materially adverse effect on such Lenders results of
         operations or financial condition.

                  (h)    Each Person which is a Lender that is incorporated
         under the laws of the United States of America or a state thereof
         shall, on or before the date such Person becomes a Lender hereunder,
         deliver to the Borrower and the Administrative Agent an Internal
         Revenue Service Form W-9, or successor applicable form, certifying that
         it is entitled to an exemption from United States backup withholding
         tax.

         3.14     Compensation.
                  ------------

         The Borrower promises 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 (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurocurrency Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurocurrency Loan
after the Borrower has given a notice thereof in accordance with the provisions
of this Credit Agreement and (c) the making of a prepayment of Eurocurrency
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount

30
<PAGE>

equal to (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to the
last day of the applicable Interest Period (or, in the case of a failure to
borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Eurocurrency Loans provided for herein (excluding, however, the Applicable
Percentage included therein, if any) minus (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank Eurocurrency market. The agreements in this
Section shall survive the termination of this Credit Agreement and the payment
of the Loans and all other amounts payable hereunder.


                                    SECTION 4

                                    GUARANTY
                                    --------

         4.1      Guaranty of Payment.
                  -------------------

         Subject to Section 4.7 below, each of the Guarantors hereby, jointly
and severally, unconditionally and irrevocably guarantees to each Lender and the
Administrative Agent the prompt payment of the Credit Party Obligations in full
when due (whether at stated maturity, as a mandatory prepayment, by acceleration
or otherwise) and the timely performance of all other obligations under the
Credit Documents. This Guaranty is a guaranty of payment and not of collection
and is a continuing guaranty and shall apply to all Credit Party Obligations
whenever arising.

         4.2      Obligations Unconditional.
                  -------------------------

         The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents or any other agreement or
instrument referred to therein, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.
Each Guarantor agrees that this Guaranty may be enforced by the Lenders without
the necessity at any time of resorting to or exhausting any other security or
collateral and without the necessity at any time of having recourse to the Notes
or any other of the Credit Documents or any collateral, if any, hereafter
securing the Credit Party Obligations or otherwise and each Guarantor hereby
waives the right to require the Lenders to proceed against the Borrower or any
other Person (including a co-guarantor) or to require the Lenders to pursue any
other remedy or enforce any other right. Each Guarantor further agrees that any
right of subrogation, indemnity, reimbursement or contribution it may have
against the Borrower or any other Guarantor of the Credit Party Obligations for
amounts paid under this Guaranty shall be subordinated to (and no Guarantor
shall assert same unless and until) the repayment in full of all Loans, all
reimbursement obligations under Letters of Credit, all interest thereon, and all
fees until 100 days after the date on which all Commitments and Letters of
Credit have been terminated and all Loans, LOC Obligations, interest and fees
have been paid in full. Each Guarantor further agrees that nothing contained
herein shall prevent the Lenders from suing on the Notes or any of the other
Credit Documents or foreclosing its security interest in or Lien on any
collateral, if any, securing the Credit Party Obligations or from exercising any
other rights available to it under this Credit Agreement, the Notes, any other
of the Credit Documents, or any other instrument of security, if any, and the
exercise of any of the aforesaid rights and the completion of any foreclosure
proceedings shall not constitute a discharge of any Guarantor's obligations
hereunder; it being the purpose and intent of each Guarantor that its
obligations hereunder shall be absolute, independent and unconditional under any
and all circumstances. Neither any Guarantor's obligations under this Guaranty
nor any remedy for the enforcement thereof shall be impaired, modified, changed
or released in any manner whatsoever by an impairment, modification, change,
release or limitation of the liability of the Borrower or by reason of the
bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Credit Party
Obligations and notice of or proof of reliance of by any Agent or any Lender
upon this Guarantee or acceptance of this Guarantee. The Credit Party
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Guarantee. All dealings between the Borrower and any of the
Guarantors, on the one hand, and the Administrative Agent and the Lenders, on
the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. The Guarantors further agree to all
rights of set-off as set forth in Section 11.2.

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<PAGE>

         4.3      Modifications.
                  -------------

         Each Guarantor agrees that (a) all or any part of the security now or
hereafter held for the Credit Party Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) the Lenders shall not have any
obligation to protect, perfect, secure or insure any such security interests,
liens or encumbrances now or hereafter held, if any, for the Credit Party
Obligations or the properties subject thereto; (c) the time or place of payment
of the Credit Party Obligations may be changed or extended, in whole or in part,
to a time certain or otherwise, and may be renewed or accelerated, in whole or
in part; (d) the Borrower and any other party liable for payment under the
Credit Documents may be granted indulgences generally or be released; (e) any of
the provisions of the Notes or any of the other Credit Documents may be
modified, amended or waived in accordance with Section 11.6; and (f) any deposit
balance for the credit of the Borrower or any other party liable for the payment
of the Credit Party Obligations or liable upon any security therefor may be
released, in whole or in part, at, before or after the stated, extended or
accelerated maturity of the Credit Party Obligations, all without notice to or
further assent by such Guarantor, which shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence or release.

         4.4      Waiver of Rights.
                  ----------------

         Each Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this Guaranty by the Lenders and of
all Extensions of Credit to the Borrower by the Lenders; (b) presentment and
demand for payment or performance of any of the Credit Party Obligations; (c)
protest and notice of dishonor or of default (except as specifically required in
the Credit Agreement) with respect to the Credit Party Obligations or with
respect to any security therefor; (d) notice of the Lenders obtaining, amending,
substituting for, releasing, waiving or modifying any security interest, lien or
encumbrance, if any, hereafter securing the Credit Party Obligations, or the
Lenders' subordinating, compromising, discharging or releasing such security
interests, liens or encumbrances, if any; (e) all other notices to which such
Guarantor might otherwise be entitled; and (f) demand for payment under this
Guaranty.

         4.5      Reinstatement.
                  -------------

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that, on or before 100 days
following the date on which all Commitments and Letters of Credit have been
terminated, and all Loans, LOC Obligations, interest and fees have been paid,
for any reason any payment by or on behalf of any Person in respect of the
Credit Party Obligations is rescinded or must be otherwise restored by any
holder of any of the Credit Party Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and each Guarantor
agrees that it will indemnify the Administrative Agent and each Lender on demand
for all reasonable costs and expenses (including, without limitation, reasonable
fees of counsel (including, without duplication, the allocated costs of in-house
counsel)) incurred by the Administrative 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.

         4.6      Remedies.
                  --------

         The Guarantors agree that, as between the Guarantors, on the one hand,
and the Administrative Agent and the Lenders, on the other hand, the Credit
Party Obligations may be declared to be forthwith due and payable as provided in
Section 9 (and shall be deemed to have become automatically due and payable in
the circumstances provided in Section 9) notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing such Credit Party
Obligations from becoming automatically due and payable) as against any other
Person (including any other Guarantor) and that, in the event of such
declaration (or such Credit Party Obligations being deemed to have become
automatically due and payable), such Credit Party Obligations (whether or not
due and payable by any other Person) shall forthwith become due and payable by
the Guarantors.

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<PAGE>

         4.7      Limitation of Guaranty.
                  ----------------------

         Notwithstanding any provision to the contrary contained herein or in
any of the other Credit Documents, to the extent the obligations of any
Guarantor shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state or federal law
relating to fraudulent conveyances or transfers), then the obligations of such
Guarantor hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including, without
limitation, the Bankruptcy Code).

         4.8      Rights of Contribution.
                  ----------------------

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
next sentence hereof), pay to such Excess Funding Guarantor an amount equal to
such Guarantor's Pro Rata Share (as defined below and determined, for this
purpose, without reference to the properties, assets, liabilities and debts of
such Excess Funding Guarantor) of such Excess Payment (as defined below). The
payment obligation of any Guarantor to any Excess Funding Guarantor under this
Section 4.8 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor to the extent and until
such time as set forth in the third sentence of Section 4.2, and until such time
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess. For purposes hereof, (i) "Excess Funding Guarantor"
shall mean, in respect of any obligations arising under the other provisions of
this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has
made an Excess Payment; (ii) "Excess Payment" shall mean, in respect of any
Guaranteed Obligations, the amount paid by a Guarantor in excess of the sum of
(A) the lesser of its Pro Rata Share of such Guaranteed Obligations and the
maximum amount that such Guarantor is required to pay in respect of such
obligations pursuant to Section 4.7; and (B) the aggregate amount of payments
made by the Borrower to such Guarantor in respect of such Guaranteed Obligations
in accordance with the third sentence of Section 4.2 and (iii) "Pro Rata Share",
in respect of any determination for the purposes of this Section 4.8, shall
mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the amount
by which the aggregate present fair saleable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (b) the amount by
which the aggregate present fair saleable value of all assets and other
properties of the Borrower and all of the Guarantors exceeds the amount of all
of the debts and liabilities (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of the Borrower and the
Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the
time of such determination.

         4.9      Release of Guarantor.
                  --------------------

         If any of the Guarantors shall cease to be a Subsidiary of the Borrower
for any reason subject to and in accordance with the terms of the Credit
Agreement, then such Guarantor shall, automatically and without any further
action on the part of any party to any Credit Document, and upon notice to the
Administrative Agent, be fully released and discharged from all its liabilities
and obligations under or in respect of the Credit Documents to which such
Guarantor is a party (other than liabilities and obligations resulting from a
demand on such Guarantor's Guaranty pursuant to Section 9.2) and, promptly upon
the request of the Borrower and at the expense of the Borrower, the
Administrative Agent shall execute such documents and take such other action as
is reasonably requested by the Borrower to evidence the release and discharge of
such Guarantor from all such liabilities and obligations and shall, if
applicable, certify to the Borrower that such Guarantor has no liabilities or
obligations resulting from a demand on such Guarantor's Guaranty pursuant to
Section 9.2.

         In the event the Borrower or any of its Subsidiaries intends to sell,
transfer or otherwise dispose of the Capital Stock of any Subsidiary (subject to
and in accordance with the terms of the Credit Agreement) whose Capital Stock
has been pledged and delivered to the Administrative Agent pursuant to a Pledge
Agreement, upon notice thereof to the Administrative Agent, the Administrative
Agent shall promptly deliver to the Borrower such Capital Stock (pursuant to an
escrow arrangement acceptable to the Administrative Agent), and, effective upon
such sale, transfer or disposition, the Liens imposed by or under the Credit
Agreement and the Pledge Agreement on such Capital Stock shall automatically and
without any further action on the part of any party to any Credit Documents, be
fully released and discharged. Promptly upon the request of the Borrower and at
the expense of the Borrower, the Administrative Agent shall execute such
documents and take such other actions as is reasonably requested by the Borrower
to evidence the release and discharge of any such Lien.

         In the event the Borrower or any of its Subsidiaries intends to sell,
transfer or otherwise dispose of the Capital Stock of any Guarantor (subject to
and in accordance with the terms of the Credit Agreement) which has executed and
delivered a Collateral

33
<PAGE>

Assignment of Notes to the Administrative Agent, upon notice thereof to the
Administrative Agent, the Administrative Agent shall promptly deliver to the
Borrower the applicable promissory notes (pursuant to an escrow arrangement
acceptable to the Administrative Agent), and, effective upon such sale, transfer
or disposition, the Liens imposed by or under the Credit Agreement and the
Collateral Assignment of Notes on such notes shall automatically and without any
further action on the part of any party to any Credit Documents, be fully
released and discharged. Promptly upon the request of the Borrower and at the
expense of the Borrower, the Administrative Agent shall execute such documents
and take such other actions as is reasonably requested by the Borrower to
evidence the release and discharge of any such Lien.

         To the extent any of the provisions of this Section 4.9 are
inconsistent with any of the provisions of Section 7.12 or Section 7.13, the
provisions of this Section 4.9 shall govern.


                                    SECTION 5

                              CONDITIONS PRECEDENT
                              --------------------

         5.1      Closing Conditions.
                  ------------------

         The obligation of the Lenders to enter into this Credit Agreement and
make the initial Extension of Credit is subject to satisfaction of the following
conditions:

                  (a)    Executed Credit Documents. Receipt by the
         Administrative Agent of duly executed copies of each of the following
         required to be effective on the Closing Date: (i) this Credit
         Agreement; (ii) the Notes, (iii) the Collateral Documents and (iv) all
         other Credit Documents, each in form and substance reasonably
         acceptable to the Administrative Agent and the Lenders.

                  (b)    Corporate and Partnership Documents. Receipt by the
         Administrative Agent of the following:

                         (i)    Charter Documents. Either (A) copies of the
                  articles or certificates of incorporation or other charter
                  documents of each Credit Party that is a corporation certified
                  to be true and complete as of a recent date by the appropriate
                  Governmental Authority of the state or other jurisdiction of
                  its incorporation and certified by a secretary or assistant
                  secretary of such Credit Party to be true and correct as of
                  the Closing Date or (B) a copy of the partnership agreement of
                  each Credit Party that is a partnership certified by its
                  general partner to be true and correct and a copy of the
                  certificate of limited partnership of each Credit Party that
                  is a partnership certified to be true and complete by the
                  appropriate Governmental Authority of the state or other
                  jurisdiction of its formation and certified by a secretary or
                  assistant secretary of such Credit Party to be true and
                  correct as of the Closing Date.

                         (ii)   Bylaws. A copy of the bylaws of each Credit
                  Party that is a corporation certified by a secretary or
                  assistant secretary of such Credit Party to be true and
                  correct as of the Closing Date.

                         (iii)  Resolutions. Copies of resolutions of the Board
                  of Directors of each Credit Party (or its general partner, as
                  applicable) approving and adopting such Credit Documents to
                  which it is a party, the transactions contemplated therein and
                  authorizing execution and delivery thereof, certified by a
                  secretary or assistant secretary of such Credit Party (or its
                  general partner, as applicable) to be true and correct and in
                  force and effect as of the Closing Date.

                         (iv)   Good Standing. Copies of (A) certificates of
                  good standing, existence or its equivalent, as applicable,
                  with respect to each Credit Party (and its general partner, as
                  applicable) certified as of a recent date by the appropriate
                  Governmental Authorities of the state or other jurisdiction of
                  incorporation and each other jurisdiction in which the failure
                  to so qualify and be in good standing would have or be
                  reasonably expected to have a Material Adverse Effect on the
                  business or operations of a Credit Party in such jurisdiction
                  and (B) to the extent available, a certificate indicating
                  payment of all corporate franchise taxes certified as of a
                  recent date by the appropriate governmental taxing
                  authorities.

                         (v)    Incumbency. An incumbency certificate of each
                  Credit Party (or its general partner, as

34
<PAGE>

                  applicable) certified by a secretary or assistant secretary to
                  be true and correct as of the Closing Date.

                  (c)    Financial Statements. Receipt by the Lenders of (i) the
         consolidated financial statements of the Credit Parties for fiscal year
         2000, including balance sheets and income and cash flow statements
         audited by an independent public accounting firm acceptable to the
         Administrative Agent and containing an unqualified opinion of such firm
         that such statements present fairly, in all material respects, the
         consolidated financial condition and results of operations of the
         Credit Parties, and were prepared in conformity with GAAP and (ii) the
         consolidated financial statements of the Credit Parties for fiscal
         quarter ending March 31, 2001, including balance sheets and income and
         cash flow statements.

                  (d)    Opinion of Counsel. Receipt by the Administrative Agent
         of an opinion or opinions (which shall cover, among other things,
         authority, legality, validity, binding effect and enforceability),
         reasonably satisfactory to the Administrative Agent, addressed to the
         Administrative Agent and the Lenders and dated as of the Closing Date,
         from legal counsel to the Credit Parties.

                  (e)    Liens. The Administrative Agent shall have received
         evidence satisfactory to the Administrative Agent that it holds a
         perfected security interest on all of the Collateral and that no Liens
         exist on the Collateral except for Permitted Liens.

                  (f)    Consents and Approvals. The Borrower shall receive all
         governmental, shareholder and third party consents and approvals
         necessary in connection with the execution, delivery and performance of
         the Credit Documents.

                  (g)    Evidence of Insurance. Receipt by the Administrative
         Agent of copies of insurance policies or certificates of insurance of
         the Credit Parties evidencing liability and casualty insurance meeting
         the requirements set forth in the Credit Documents.

                  (h)    Material Adverse Effect. There shall not have occurred
         an event or development since December 31, 2000 that has had or would
         be reasonably expected to have a Material Adverse Effect.

                  (i)    Litigation. There shall not exist any action, suit,
         investigation or proceeding pending or threatened in any court or
         before any arbitrator or governmental authority against a Credit Party
         or any of their Subsidiaries that has had or would be reasonably
         expected to have a Material Adverse Effect.

                  (j)    Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by the chief
         financial officer of the Borrower on behalf of the Borrower as of the
         Closing Date stating that (i) the Borrower and each of its Subsidiaries
         are in compliance with all existing financial obligations in all
         material respects, (ii) no action, suit, investigation or proceeding is
         pending or, to such officer's knowledge, threatened in any court or
         before any arbitrator or Governmental Authority that purports to affect
         the Borrower, any of the Borrower's Subsidiaries or any transaction
         contemplated by the Credit Documents, if such action, suit,
         investigation or proceeding has had or would be reasonably expected to
         have a Material Adverse Effect, (iii) the financial statements and
         information delivered pursuant to Section 5.1(c) were prepared in good
         faith and using reasonable assumptions and (iv) immediately after
         giving effect to this Credit Agreement, the other Credit Documents and
         all the transactions contemplated therein to occur on such date, (A)
         each Credit Party is Solvent, (B) no Default or Event of Default has
         occurred and is continuing, (C) all representations and warranties
         contained herein and in the other Credit Documents are true and correct
         in all material respects, and (D) the Borrower is in compliance with
         each of the financial covenants set forth in Section 7.2.

                  (k)    Existing Financial Obligations. The Borrower and its
         Subsidiaries shall be in compliance with all existing financial
         obligations in all material respects.

                  (l)    Disruption of Financial Markets. The absence of any
         disruption or adverse change in the financial or capital markets
         generally which the Administrative Agent, in its sole discretion, deems
         material in connection with the syndication of the credit facility
         evidenced by this Credit Agreement.

                  (m)    Fees and Expenses. Payment by the Credit Parties of all
         fees and expenses owed by them to the Lenders and the Administrative
         Agent, including, without limitation, (i) payment to the Administrative
         Agent of the fees set forth in the Fee Letter and (ii) payment to each
         Lender of the upfront fee as agreed to between the Borrower and such
         Lender.

35
<PAGE>

                  (n)    Collateral. Receipt by the Administrative Agent of (i)
         except as specifically permitted pursuant to the terms of a Pledge
         Agreement, all stock certificates or other instruments evidencing the
         Capital Stock pledged pursuant to a Pledge Agreement, together with
         duly executed in blank stock powers attached thereto and (ii) all
         promissory notes (if any) evidencing loans from the Credit Parties to
         Non-Material Domestic Subsidiaries of the Credit Parties, together with
         duly executed endorsements attached thereto.

                  (o)    Payment of Existing Indebtedness. Receipt by the
         Administrative Agent of a payoff letter executed by Bank of America, as
         administrative agent under the Existing Credit Facilities, certifying
         that upon payment in full of all loans and other obligations under the
         Existing Credit Facilities, the Existing Credit Facilities shall be
         paid in full and the commitments thereunder, and the Liens granted in
         connection therewith, shall be terminated.

                  (p)    Other. Receipt by the Administrative Agent of such
         other documents, instruments, agreements or information as reasonably
         and timely requested by the Administrative Agent.

         5.2      Conditions to All Extensions of Credit.
                  --------------------------------------

         In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make, continue or convert Loans nor shall the
Issuing Lender be required to issue or extend a Letter of Credit unless:

                  (a)    Notice. The Borrower shall have delivered (i) in the
         case of any new Revolving Loan, a Notice of Borrowing, duly executed
         and completed, by the time specified in Section 2.1(b), (ii) in the
         case of any Letter of Credit, the Issuing Lender shall have received an
         appropriate request for issuance in accordance with the provisions of
         Section 2.2(b), (iii) in the case of any Swing Line Loan, a Swing Line
         Loan Request, duly executed and completed, by the time specified in
         Section 2.3(b) and (iv) in the case of any continuation or conversion
         of an existing Loan, a Notice of Continuation/Conversion by the time
         specified in Section 2.1(e);

                  (b)    Representations and Warranties. If the Borrower is
         requesting (i) a new Loan (as opposed to a continuation or conversion
         of an existing Loan) or (ii) the issuance of a Letter of Credit, the
         representations and warranties made in the Credit Documents are true
         and correct in all material respects at and as if made as of such date
         except to the extent they expressly relate to an earlier date;

                  (c)    No Default. No Default or Event of Default shall exist
         or be continuing either prior to or after giving effect thereto;

                  (d)    Availability. Immediately after giving effect to the
         making of a Revolving Loan (and the application of the proceeds
         thereof) or to the issuance of a Letter of Credit, as the case may be,
         (i) the sum of the aggregate amount of Revolving Loans outstanding plus
         the aggregate amount of LOC Obligations outstanding plus the aggregate
         amount of Swing Line Loans outstanding shall not exceed the Revolving
         Committed Amount and (ii) the sum of the aggregate amount of Revolving
         Loans outstanding in Foreign Currency plus the aggregate amount of LOC
         Obligations outstanding in Foreign Currency shall not exceed the U.S.
         Dollar Equivalent of Fifty Million Dollars ($50,000,000).

The delivery of each Notice of Borrowing and each request for a Letter of Credit
shall constitute a representation and warranty by the Borrower of the
correctness of the matters specified in subsections (b), (c) and (d) above and
the delivery of each Notice of Continuation/Conversion shall constitute a
representation and warranty by the Borrower of the correctness of the matters
specified in subsections (c) and (d) above.


                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         The Credit Parties hereby represent to the Administrative Agent and
each Lender that:

36
<PAGE>

         6.1      Financial Condition.
                  -------------------

         The financial statements delivered to the Lenders pursuant to Section
5.1(c)(i) and (ii) and Section 7.1(a) and (b): (a) have been prepared in
accordance with GAAP and (b) present fairly in all material respects the
consolidated financial condition, results of operations and cash flows of the
Credit Parties and their Subsidiaries as of such date and for such periods.

         6.2      No Material Change.
                  ------------------

         Since December 31, 2000, there has been no development or event
relating to or affecting a Credit Party or any of its Subsidiaries which has had
or would be reasonably expected to have a Material Adverse Effect.

         6.3      Organization and Good Standing.
                  ------------------------------

         Each Credit Party and each of its Subsidiaries (a) is either a
partnership, a corporation or a limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) is duly qualified and in good standing as a foreign
organization and is authorized to do business in every jurisdiction where it
does business unless the failure to be so qualified, in good standing or
authorized would not have or would not be reasonably expected to have a Material
Adverse Effect and (c) has the requisite power and authority to own its
properties and to carry on its business as now conducted and as proposed to be
conducted.

         6.4      Due Authorization.
                  -----------------

         Each Credit Party (a) has the requisite power and authority to execute,
deliver and perform this Credit Agreement and the other Credit Documents to
which it is a party and to incur the obligations herein and therein provided for
and (b) is duly authorized to, and has been authorized by all necessary action,
to execute, deliver and perform this Credit Agreement and the other Credit
Documents to which it is a party.

         6.5      No Conflicts.
                  ------------

         Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its organizational documents, (b)
violate, contravene or materially conflict with any Requirement of Law or any
other law, regulation (including, without limitation, Regulation T, U or X),
order, writ, judgment, injunction, decree or permit applicable to it, if the
result thereof would cause or be reasonably expected to cause a Material Adverse
Effect, (c) violate, contravene or conflict with contractual provisions of, or
cause an event of default under, any indenture, loan agreement, mortgage, deed
of trust, contract or other agreement or instrument to which it is a party or by
which it may be bound, if the result thereof would cause or be reasonably
expected to cause a Material Adverse Effect, or (d) result in or require the
creation of any Lien upon or with respect to its properties.

         6.6      Consents.
                  --------

         Except for consents, approvals and authorizations which have been
obtained, no consent, approval, authorization or order of, or filing,
registration or qualification with, any court or Governmental Authority or third
party in respect of any Credit Party is required in connection with the
execution, delivery or performance of this Credit Agreement or any of the other
Credit Documents by such Credit Party.

         6.7      Enforceable Obligations.
                  -----------------------

         This Credit Agreement and the other Credit Documents have been duly
executed and delivered and constitute legal, valid and binding obligations of
each Credit Party thereto enforceable against such Credit Party in accordance
with their respective terms, except as may be limited by bankruptcy or
insolvency laws or similar laws affecting creditors' rights generally or by
general equitable principles.

37
<PAGE>

         6.8      No Default.
                  ----------

         No Credit Party, nor any of its Subsidiaries, is in default under any
material contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound, which default would have or be reasonably
expected to have a Material Adverse Effect.

         6.9      Liens.
                  -----

         None of the assets of the Credit Parties, nor any of their
Subsidiaries, is subject to any Lien other than Permitted Liens.

         6.10     Indebtedness.
                  ------------

         The Credit Parties have no Indebtedness except (a) as disclosed in the
financial statements referenced in Section 6.1, (b) as set forth on Schedule
6.10 and (c) as otherwise permitted by this Credit Agreement.

         6.11     Litigation.
                  ----------

         There are no actions, suits or legal, equitable, arbitration or
administrative proceedings, pending or, to the knowledge of any Credit Party,
threatened against, the Borrower or any of its Subsidiaries which (a) purport to
affect or pertain to this Credit Agreement or the other Credit Documents or the
transactions contemplated herein or therein or (b) have had or would be
reasonably expected to have a Material Adverse Effect.

         6.12     Taxes.
                  -----

         Except as set forth on Schedule 6.12, each Credit Party, and each of
its Subsidiaries, has filed, or caused to be filed, all tax returns (federal,
state, local and foreign) required to be filed and paid (a) all amounts of taxes
shown thereon to be due (including interest and penalties) and (b) all other
taxes, fees, assessments and other governmental charges (including mortgage
recording taxes, documentary stamp taxes and intangibles taxes) owing by it,
except for such taxes (i) which are not yet delinquent or (ii) that are being
contested in good faith and by proper proceedings, and against which adequate
reserves are being maintained in accordance with GAAP. No Credit Party is aware
of any proposed tax assessments issued by a taxing authority to and against such
Credit Party, except as would not have or be reasonably expected to have a
Material Adverse Effect.

         6.13     Compliance with Law.
                  -------------------

         Each Credit Party, and each of its Subsidiaries, is in compliance with
all Requirements of Law and all other laws, rules, regulations, orders and
decrees (including without limitation Environmental Laws) applicable to it, or
to its properties, unless such failure to comply has not had or would not be
reasonably expected to have a Material Adverse Effect.

         6.14     ERISA.
                  -----

         Except as would not have or be reasonably expected to have a Material
Adverse Effect:

                  (a)    During the five-year period prior to the date on which
         this representation is made or deemed made: (i) no Termination Event
         has occurred, and, to the best knowledge of the Credit Parties, no
         event or condition has occurred or exists as a result of which any
         Termination Event could reasonably be expected to occur, with respect
         to any Plan; (ii) no "accumulated funding deficiency," as such term is
         defined in Section 302 of ERISA and Section 412 of the Code, whether or
         not waived, has occurred with respect to any Plan; (iii) each Plan has
         been maintained, operated, and funded in compliance with its own terms
         and in material compliance with the provisions of ERISA, the Code, and
         any other applicable federal or state laws; and (iv) no lien in favor
         or the PBGC or a Plan has arisen or is reasonably likely to arise on
         account of any Plan.

                  (b)    The actuarial present value of all "benefit
         liabilities" under each Single Employer Plan (determined within the
         meaning of Section 401(a)(2) of the Code, utilizing the actuarial
         assumptions used to fund such Plans), whether or not vested, did not,
         as of the last annual valuation date prior to the date on which this
         representation is made or deemed made, exceed the current value of the
         assets of such Plan allocable to such accrued liabilities.

38
<PAGE>

                  (c)    Neither the Borrower, nor any of its Subsidiaries nor
         any ERISA Affiliate has incurred, or, to the best knowledge of the
         Credit Parties, are reasonably expected to incur, any withdrawal
         liability under ERISA to any Multiemployer Plan that has had or would
         be reasonably expected to have a Material Adverse Effect. Neither the
         Borrower, any of its Subsidiaries nor any ERISA Affiliate has received
         any notification that any Multiemployer Plan is in reorganization
         (within the meaning of Section 4241 of ERISA), is insolvent (within the
         meaning of Section 4245 of ERISA), or has been terminated (within the
         meaning of Title IV of ERISA), and no Multiemployer Plan is, to the
         best knowledge of the Credit Parties, reasonably expected to be in
         reorganization, insolvent, or terminated.

                  (d)    No prohibited transaction (within the meaning of
         Section 406 of ERISA or Section 4975 of the Code) or breach of
         fiduciary responsibility has occurred with respect to a Plan which has
         subjected or to the best knowledge of the Borrower is reasonably likely
         to subject the Borrower or any of its Subsidiaries or any ERISA
         Affiliate to any liability under Sections 406, 409, 502(i), or 502(l)
         of ERISA or Section 4975 of the Code, or under any agreement or other
         instrument pursuant to which the Borrower or any of its Subsidiaries or
         any ERISA Affiliate has agreed or is required to indemnify any person
         against any such liability.

                  (e)    The present value (determined using actuarial and other
         assumptions which are reasonable with respect to the benefits provided
         and the employees participating) of the liability of the Borrower and
         its Subsidiaries and each ERISA Affiliate for post-retirement welfare
         benefits to be provided to their current and former employees under
         Plans which are welfare benefit plans (as defined in Section 3(1) of
         ERISA), net of all assets under all such Plans allocable to such
         benefits, are reflected on the Financial Statements in accordance with
         FASB 106.

                  (f)    Each Plan which is a welfare plan (as defined in
         Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section
         4980B of the Code apply has been administered in compliance in all
         material respects with such sections.

         6.15     Subsidiaries.
                  ------------

         As of the Closing Date, set forth on Schedule 6.15 is a complete and
accurate list of all Subsidiaries of each Credit Party, including the
jurisdiction of incorporation or organization for each such Subsidiary and the
location of its facilities and whether such Subsidiary is a Domestic Subsidiary,
a Foreign Subsidiary, a First Tier Foreign Subsidiary or a Material Subsidiary.

         6.16     Use of Proceeds.
                  ---------------

         The proceeds of the Loans hereunder will be used solely for the
purposes specified in Section 7.10. None of the proceeds of the Loans or other
Extensions of Credit will be used in such a manner as to cause a violation of
Regulation T, U or X or to make an Investment other than a Permitted Investment.
Following application of the proceeds of each Loan, not more than 25 percent of
the value of the assets either (a) of the Borrower only or (b) of the Borrower
and its Subsidiaries on a consolidated basis (to the extent that such assets are
subject to any restriction contained in any agreement or instrument between the
Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness)
will be Margin Stock (as defined in Regulation U).

         6.17     Government Regulation.
                  ---------------------

         No Credit Party, nor any of its Subsidiaries, is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Investment Company Act of 1940 or the Interstate Commerce Act, each as amended.
In addition, no Credit Party, nor any of its Subsidiaries, is an "investment
company" registered or required to be registered under the Investment Company
Act of 1940, as amended, or controlled by such a company, or a "holding
company," or a "Subsidiary company" of a "holding company," or an "affiliate" of
a "holding company" or of a "Subsidiary" of a "holding company," within the
meaning of the Public Utility Holding Company Act of 1935, as amended. No
director or executive officer of the Borrower or any of its Subsidiaries is a
director, executive officer or principal shareholder of any Lender. For the
purposes hereof the terms "director", "executive officer" and "principal
shareholder" (when used with reference to any Lender) have the respective
meanings assigned thereto in Regulation O issued by the Board of Governors of
the Federal Reserve System.

         6.18     Environmental Matters.
                  ---------------------

         Except as would not have or be reasonably expected to have a Material
Adverse Effect:

39
<PAGE>

                  (a)    Each of the real properties owned or leased by the
         Credit Parties or any of their Subsidiaries (the "Real Properties") and
         all operations at the Real Properties are in compliance with all
         applicable Environmental Laws, and there is no violation of any
         Environmental Law with respect to the Real Properties or the businesses
         operated by the Borrower or any of their Subsidiaries (the
         "Businesses"), and there are no conditions relating to the Businesses
         or Real Properties that would be reasonably expected to give rise to
         liability under any applicable Environmental Laws.

                  (b)    No Credit Party has received any written notice of, or
         written inquiry from any Governmental Authority regarding, any
         violation, alleged violation, non-compliance, liability or potential
         liability regarding Hazardous Materials or compliance with
         Environmental Laws with regard to any of the Real Properties or the
         Businesses, nor does the Borrower or any of its Subsidiaries have
         knowledge that any such notice is being threatened.

                  (c)    Hazardous Materials have not been transported or
         disposed of from the Real Properties, or generated, treated, stored or
         disposed of at, on or under any of the Real Properties, in each case
         by, or on behalf or with the permission of, the Borrower or any of its
         Subsidiaries in a manner that would reasonably be expected to give rise
         to liability under any applicable Environmental Law.

                  (d)    No judicial proceeding or governmental or
         administrative action is pending or, to the knowledge of the Borrower
         or any of its Subsidiaries, threatened, under any Environmental Law to
         which the Borrower or any of its Subsidiaries is or will be named as a
         party, nor are there any consent decrees or other decrees, consent
         orders, administrative orders or other orders, or other administrative
         or judicial requirements outstanding under any Environmental Law with
         respect to the Borrower or any of its Subsidiaries, the Real Properties
         or the Businesses, in any amount reportable under the federal
         Comprehensive Environmental Response, Compensation and Liability Act or
         any analogous state law, except releases in compliance with any
         Environmental Laws.

                  (e)    There has been no release of Hazardous Materials at or
         from the Real Properties, or arising from or related to the operations
         (including, without limitation, disposal) of the Borrower or any of its
         Subsidiaries in connection with the Real Properties or otherwise in
         connection with the Businesses.

                  (f)    None of the Real Properties contains, or has previously
         contained, any Hazardous Materials at, on or under the Real Properties
         in amounts or concentrations that, if released, constitute or
         constituted a violation of, or could give rise to liability under,
         Environmental Laws.

                  (g)    No Credit Party, nor any of its Subsidiaries, has
         assumed any liability of any Person (other than another Credit Party)
         under any Environmental Law.

         6.19     Intellectual Property.
                  ---------------------

         Each Credit Party, and each of its Subsidiaries, owns, or has the legal
right to use, all trademarks, tradenames, patents, copyrights, technology,
know-how and processes (the "Intellectual Property") necessary for each of them
to conduct its business as currently conducted, except for those the failure to
own or have such legal right to use would not have or be reasonably expected to
have a Material Adverse Effect.

         6.20     Investments.
                  -----------

         All Investments of each Credit Party and each of its Subsidiaries are
either Permitted Investments or otherwise permitted by the terms of this Credit
Agreement.

40
<PAGE>

         6.21     Disclosure.
                  ----------

         To the best of the Borrower's knowledge, when taken together with all
information disclosed or reflected in the Disclosure Documents, in each case, as
amended, modified or supplemented from time to time prior to the time this
representation is made or deemed made by the Borrower, no written or formally
presented information and data concerning the Borrower and its Subsidiaries
(except for financial statements, projections, annual business plans, budgets,
information and data published by Persons other than the Borrower or its
Subsidiaries) which are made available to any Lender in connection with this
Credit Agreement or any other Credit Document contain any untrue statement of
material fact or omit to state a material fact necessary in order to make the
statement therein not materially misleading in light of the circumstances under
which such statements are made.

         6.22     Licenses, etc.
                  -------------

         Each Credit Party and each of its Subsidiaries has obtained, and holds
in full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditations, easements, rights of way and
other similar rights, consents and approvals which are necessary for the
operation of its business as presently conducted, except for those the failure
to obtain and hold in full force and effect would not have or be reasonably
expected to have a Material Adverse Effect.

         6.23     Title to Properties.
                  -------------------

         Each Credit Party, and each of its Subsidiaries, is the owner of or has
a valid license or lease to use, all of its properties and assets, except which
would not have or be reasonably expected to have a Material Adverse Effect, and
none of such properties or assets is subject to any Liens other than Permitted
Liens.

         6.24     Insurance.
                  ---------

         The properties of each Credit Party and each of its Subsidiaries are
insured with financially sound and reputable insurance companies that are not
Affiliates of the Borrower, in such amounts, with such deductibles and covering
such risks, as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Credit Parties
or their Subsidiaries operate.


                                    SECTION 7

                              AFFIRMATIVE COVENANTS
                              ---------------------

         Each Credit Party hereby covenants and agrees that until all
Commitments and Letters of Credit have been terminated and the Loans and LOC
Obligations, together with interest and fees hereunder, have been paid in full:

         7.1      Information Covenants.
                  ---------------------

         The Borrower will furnish, or cause to be furnished, to the
Administrative Agent and each of the Lenders:

                  (a)    Annual Financial Statements. As soon as available, and
         in any event within 90 days after the close of each fiscal year of the
         Borrower, a consolidated balance sheet and income statement of the
         Borrower and its Subsidiaries, as of the end of such fiscal year,
         together with related consolidated statements of stockholder's equity
         and of cash flows for such fiscal year, setting forth in comparative
         form consolidated figures for the preceding fiscal year, all such
         financial information described above to be in reasonable form and
         detail and audited by independent certified public accountants of
         recognized national standing reasonably acceptable to the
         Administrative Agent and whose opinion shall be to the effect that such
         financial statements have been prepared in accordance with GAAP (except
         for changes with which such accountants concur) and shall not be
         limited as to the scope of the audit or qualified in any manner.

                  (b)    Quarterly Financial Statements. As soon as available,
         and in any event within 60 days (i) after the close of the first three
         quarters of each fiscal year of the Borrower, (A) a consolidated
         balance sheet and income statement of the Borrower and its
         Subsidiaries, as of the end of such fiscal quarter, together with
         related consolidated statements of cash flows for such fiscal quarter
         in each case setting forth in comparative form consolidated figures for
         the corresponding period of the preceding fiscal year, and (B)
         company-prepared consolidating income statements setting forth by
         segment

41
<PAGE>

         or division revenues and operating income for such fiscal quarter, all
         such financial information described above to be in reasonable form and
         detail and reasonably acceptable to the Administrative Agent, and
         accompanied by a certificate of the chief financial officer of the
         Borrower to the effect that such quarterly financial statements fairly
         present in all material respects the financial condition of the
         Borrower and its Subsidiaries and have been prepared in accordance with
         GAAP, subject to changes resulting from audit and normal year-end audit
         adjustments and (ii) a management discussion and analysis of operating
         results for such fiscal quarter.

                  (c)    Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b) above,
         a certificate of the chief financial officer of the Borrower
         substantially in the form of Exhibit 7.1(c), (i) demonstrating
         compliance with the financial covenants contained in Section 7.2 by
         calculation thereof as of the end of each such fiscal period, (ii)
         certifying as to which Subsidiaries are Material Subsidiaries and
         calculating the percentage of (A) total assets (excluding assets that
         pursuant to GAAP principles of consolidation would be eliminated from
         the consolidated balance sheet of the Borrower as of the date of such
         financial statements) owned by the Applicable Parties as of the date of
         such financial statements and (B) total revenues (excluding revenues
         that pursuant to GAAP principles of consolidation would be eliminated
         from the consolidated income statement of the Borrower as of the date
         of such financial statements) generated by the Applicable Parties for
         the twelve month period ending on the date of such financial
         statements, (iii) stating that no Default or Event of Default has
         occurred and is continuing, or if any Default or Event of Default has
         occurred and is continuing, specifying the nature and extent thereof
         and what action the Borrower proposes to take with respect thereto.

                  (d)    Annual Budget. Prior to the end of each fiscal year of
         the Borrower, an annual budget (including budgeted Consolidated Capital
         Expenditures) of the Borrower and its Subsidiaries on a consolidated
         basis containing, among other things, pro forma financial projections
         for the next fiscal year (including income statements, balance sheets
         and cash flow statements).

                  (e)    Auditor's Reports. Promptly upon receipt thereof, a
         copy of any "management letter" submitted by independent accountants to
         the Borrower or any of its Subsidiaries in connection with any annual
         audit of the books of the Borrower or any of its Subsidiaries.

                  (f)    Reports. (i) Promptly upon transmission or receipt
         thereof, copies of any filings and registrations with, and reports to
         or from, the Securities and Exchange Commission, or any successor
         agency, and copies of all financial statements, proxy statements,
         notices and reports as the Borrower or any of its Subsidiaries shall
         send to its shareholders generally and (ii) upon the reasonable written
         request of the Administrative Agent, all reports and written
         information to and from the United States Environmental Protection
         Agency, or any state or local agency responsible for environmental
         matters, the United States Occupational Health and Safety
         Administration, or any state or local agency responsible for health and
         safety matters, or any successor agencies or authorities concerning
         environmental, health or safety matters.

                  (g)    Notices. Upon the Borrower obtaining knowledge thereof,
         the Borrower will give written notice to the Administrative Agent
         promptly of (i) the occurrence of an event or condition consisting of a
         Default or Event of Default, specifying the nature and existence
         thereof and what action the Borrower proposes to take with respect
         thereto, and (ii) the occurrence of any of the following with respect
         to the Borrower or any of its Subsidiaries (x) the pendency or
         commencement of any litigation, arbitral or governmental proceeding
         against the Borrower or any of its Subsidiaries which if adversely
         determined would have or would be reasonably expected to have a
         Material Adverse Effect, or (y) the institution of any proceedings
         against the Borrower or any of its Subsidiaries with respect to, or the
         receipt of notice by such Person of potential liability or
         responsibility for violation, or alleged violation of any federal,
         state or local law, rule or regulation, including but not limited to,
         Environmental Laws, the liability for the violation of which would have
         or would be reasonably expected to have a Material Adverse Effect.

                  (h)    ERISA. Upon any of the Credit Parties or any ERISA
         Affiliate obtaining knowledge thereof, the Borrower will give written
         notice to the Administrative Agent and each of the Lenders promptly
         (and in any event within five Business Days) of: (i) any event or
         condition, including, but not limited to, any Reportable Event, that
         constitutes, or might reasonably lead to, a Termination Event; (ii)
         with respect to any Multiemployer Plan, the receipt of notice as
         prescribed in ERISA or otherwise of any withdrawal liability assessed
         against the Borrowers or any of their ERISA Affiliates, or of a
         determination that any Multiemployer Plan is in reorganization or
         insolvent (both within the meaning of Title IV of ERISA); (iii) the
         failure to make full payment on or before the due date (including
         extensions) thereof of all amounts which the Borrower or any of its
         Subsidiaries or ERISA Affiliates is required to contribute to each Plan
         pursuant

42
<PAGE>

         to its terms and as required to meet the minimum funding standard set
         forth in ERISA and the Code with respect thereto; or (iv) any change in
         the funding status of any Plan that has had or would be reasonably
         expected to have a Material Adverse Effect; together, with a
         description of any such event or condition or a copy of any such notice
         and a statement by the principal financial officer of the Borrower
         briefly setting forth the details regarding such event, condition, or
         notice, and the action, if any, which has been or is being taken or is
         proposed to be taken by the Credit Parties with respect thereto.
         Promptly upon request, the Borrower shall furnish the Administrative
         Agent and each of the Lenders with such additional information
         concerning any Plan as may be reasonably requested, including, but not
         limited to, copies of each annual report/return (Form 5500 series), as
         well as all schedules and attachments thereto required to be filed with
         the Department of Labor and/or the Internal Revenue Service pursuant to
         ERISA and the Code, respectively, for each "plan year" (within the
         meaning of Section 3(39) of ERISA).

                  (i)    Environmental.

                         (i)    Subsequent to a notice from the Borrower
                  pursuant to Section 7.1(g)(ii)(y) or during the existence of
                  an Event of Default, and upon the written request of the
                  Administrative Agent, the Borrower will furnish or cause to be
                  furnished to the Administrative Agent, at the Borrower's
                  expense, a report of an environmental assessment of reasonable
                  scope, form and depth, including, where appropriate, invasive
                  soil or groundwater sampling, by a consultant reasonably
                  acceptable to the Administrative Agent as to the nature and
                  extent of the presence of any Hazardous Materials on any
                  property owned, leased or operated by a Credit Party and as to
                  the compliance by the Credit Parties with Environmental Laws.
                  If the Borrower fails to deliver such an environmental report
                  within seventy-five (75) days after receipt of such written
                  request then the Administrative Agent may arrange for same,
                  and the Borrower hereby grants to the Administrative Agent and
                  its representatives access to the Real Properties and a
                  license of a scope reasonably necessary to undertake such an
                  assessment (including, where appropriate, invasive soil or
                  groundwater sampling). The reasonable cost of any assessment
                  arranged for by the Administrative Agent pursuant to this
                  provision will be payable by the Borrower on demand and added
                  to the Credit Party Obligations.

                         (ii)   Each Credit Party will conduct and complete all
                  investigations, studies, sampling, and testing and all
                  remedial, removal, and other actions necessary to address all
                  Hazardous Materials on, from, or affecting any Real Property
                  to the extent necessary to be in compliance with all
                  Environmental Laws and all other applicable federal, state,
                  and local laws, regulations and rules and with the orders and
                  directives of all Governmental Authorities exercising
                  jurisdiction over such Real Property to the extent any failure
                  would have or be reasonably expected to have a Material
                  Adverse Effect.

                  (j)    Other Information. With reasonable promptness upon any
         such request, such other information regarding the business, properties
         or financial condition of the Credit Parties as the Administrative
         Agent may reasonably request, including, without limitation, appraisals
         on personal property.

         7.2      Financial Covenants.
                  -------------------

                  (a)    Consolidated Leverage Ratio. The Consolidated Leverage
         Ratio, as of the end of each fiscal quarter of the Borrower for the
         twelve month period ending on such date, shall be less than or equal to
         2.50 to 1.0.

                  (b)    Consolidated Interest Coverage Ratio. The Consolidated
         Interest Coverage Ratio, as of the end of each fiscal quarter of the
         Borrower set forth below for the twelve month period ending on such
         date, shall be greater than or equal to:

                         (i)    On June 30, 2001, 2.00 to 1.0;

                         (ii)   On September 30, 2001, 2.25 to 1.0;

                         (iii)  On December 31, 2001, 2.50 to 1.0;

                         (iv)   On March 31, 2002, 2.75 to 1.0; and

                         (v)    On June 30, 2002 and on the last day of each
                  fiscal quarter of the Borrower thereafter, 3.00 to

43
<PAGE>

                  1.0.

                  (c)    Consolidated Net Worth. The Consolidated Net Worth, as
         of any date commencing on September 30, 2001, shall be greater than or
         equal to the sum of (i) 80% of the Consolidated Net Worth on June 30,
         2001 plus (ii) 50% of the cumulative Consolidated Net Income (without
         deduction for losses) from July 1, 2001 to the date of determination.

                  (d)    Consolidated Capital Expenditures. Consolidated Capital
         Expenditures (excluding up to $50,000,000 of Consolidated Capital
         Expenditures in connection with the purchase by the Borrower of the
         Vienna, Virginia facility and the expansion by the Borrower of its
         Madison, Wisconsin facility) for each fiscal period of the Borrower set
         forth below shall be less than or equal to:

                         (i)    for fiscal year 2001, $100,000,000;

                         (ii)   for fiscal year 2002, $110,000,000;

                         (iii)  for fiscal year 2003, $120,000,000; and

                         (iv)   for the six month period ending June 30, 2004,
                  $65,000,000.

                  To the extent that any portion of the Consolidated Capital
Expenditure limitation is not used during any fiscal year referred to above, up
to $25,000,000 of such unused available amount (the "Carry-Forward Amount") may
be carried forward and used during the next fiscal year only; provided, that
with respect to any fiscal year, Consolidated Capital Expenditures made during
such fiscal year shall be deemed to be made first with respect to the applicable
limitation for such fiscal year and then with respect to any Carry-Forward
Amount to the extent applicable.

         7.3      Preservation of Existence and Franchises.
                  ----------------------------------------

         Each of the Credit Parties will, and will cause all of its Subsidiaries
to, do all things necessary to preserve and keep in full force and effect its
existence, rights, franchises and authority in all material respects, except as
permitted by Section 8.4.

         7.4      Books and Records.
                  -----------------

         Each of the Credit Parties will, and will cause all of its Subsidiaries
to, keep complete and accurate books and records of its transactions in
accordance with good accounting practices on the basis of GAAP (including the
establishment and maintenance of appropriate reserves).

         7.5      Compliance with Law.
                  -------------------

         Each of the Credit Parties will comply, and will cause all of its
Subsidiaries to comply, with all Requirements of Law, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
property (including, without limitation, Environmental Laws) unless such
non-compliance would not have or would not be reasonably expected to have a
Material Adverse Effect.

         7.6      Payment of Taxes and Other Indebtedness.
                  ---------------------------------------

         Each of the Credit Parties will, and will cause all of its Subsidiaries
to, pay, settle or discharge (a) all taxes, assessments and governmental charges
or levies imposed upon it, or upon its income or profits, or upon any of its
properties, before they shall become delinquent, (b) all lawful claims
(including claims for labor, materials and supplies) which, if unpaid, might
give rise to a Lien upon any of its properties, and (c) except as prohibited
hereunder, all of its other Indebtedness as it shall become due; provided,
however, that a Credit Party shall not be required to pay any such tax,
assessment, charge, levy, claim or Indebtedness which is being contested in good
faith by appropriate proceedings and as to which adequate reserves therefor have
been established in accordance with GAAP, unless the failure to make any such
payment would have or would be reasonably expected to have a Material Adverse
Effect.

44
<PAGE>

         7.7      Insurance.
                  ---------

         The Borrower will, for itself and on behalf of each of its
Subsidiaries, at all times maintain in full force and effect insurance
(including worker's compensation insurance, liability insurance, casualty
insurance and business interruption insurance) in such amounts, covering such
risks and liabilities and with such deductibles or self-insurance retentions as
are in accordance with normal industry practice.

         7.8      Maintenance of Property.
                  -----------------------

         Except as permitted by Section 7.3, each of the Credit Parties will,
and will cause its Subsidiaries to, maintain and preserve its properties and
equipment in good repair, working order and condition, normal wear and tear
excepted (subject to damage by casualties), and will make, or cause to be made,
in such properties and equipment from time to time all repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper, to the extent and in the manner customary for companies in
similar businesses unless the failure to do so would not have or would not be
reasonably expected to have a Material Adverse Effect.

         7.9      Performance of Obligations.
                  --------------------------

         Each of the Credit Parties will, and will cause its Subsidiaries to,
perform in all respects all of its obligations under the terms of all
agreements, indentures, mortgages, security agreements or other debt instruments
to which it is a party or by which it is bound unless the failure to do so would
not have or be reasonably expected to have a Material Adverse Effect.

         7.10     Use of Proceeds.
                  ---------------

         The Borrower will use the proceeds of the Loans solely (a) to refinance
current existing Indebtedness of the Borrower and its Subsidiaries (including
the Existing Credit Facilities) and the payment of any fees and expenses of the
Borrower and its Subsidiaries in connection therewith and (b) to provide for
working capital and other lawful corporate purposes of the Borrower and its
Subsidiaries.

         7.11     Audits/Inspections.
                  ------------------

         Upon reasonable notice and during normal business hours and in a manner
that will not unreasonably interfere with its business operations, each Credit
Party will, and will cause its Subsidiaries to, permit representatives appointed
by the Administrative Agent (and upon the request of the Required Lenders, the
Administrative Agent shall make such appointment), including, without
limitation, independent accountants, agents, attorneys and appraisers to visit
and inspect such Credit Party's or Subsidiaries' property, including its books
and records, its accounts receivable and inventory, its facilities and its other
business assets, and to make photocopies or photographs thereof and to write
down and record any information such representative obtains and shall permit the
Administrative Agent or its representatives to investigate and verify the
accuracy of information provided to the Lenders, and to discuss all such matters
with the officers, employees and representatives of the Credit Parties and their
Subsidiaries.

45
<PAGE>

         7.12     Additional Credit Parties.
                  -------------------------

         Within 30 days after the date the officer's certificate is due pursuant
to Section 7.1(c), the Borrower shall cause (a) each Person who is a Material
Domestic Subsidiary who is not already a Guarantor to execute a Joinder
Agreement in substantially the form of Exhibit 7.12, (b) itself and each
Domestic Subsidiary that directly owns a Material First Tier Foreign Subsidiary
to pledge 65% of the Voting Stock of such Material First Tier Foreign Subsidiary
pursuant to a Pledge Agreement (to the extent 65% of the Voting Stock of such
Material First Tier Foreign Subsidiary was not previously pledged), (c) itself
and each Material Domestic Subsidiary that has loaned money to a Non-Material
Domestic Subsidiary to evidence such loan by an enforceable promissory note and
to deliver such promissory note, together with a Collateral Assignment of Note
and endorsement thereto (to the extent not previously delivered), (d) such other
Persons to execute Joinder Agreements or pledge Voting Stock as required by
Section 7.13, and (e) deliver such other documentation as the Administrative
Agent may reasonably request in connection with the foregoing, including,
without limitation, (i) appropriate certified resolutions and other
organizational and authorizing documents of such Person, (ii) favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above), all in form, content and scope reasonably satisfactory to the
Administrative Agent, and (iii) stock certificates with stock powers executed in
blank or evidence of perfection (which may include opinions) regarding
uncertificated securities and/or original promissory notes with executed
endorsements attached thereto. The Lenders agree that within 30 days after
receipt of reasonably sufficient evidence that (x) a Domestic Subsidiary ceases
to be a Material Domestic Subsidiary or (y) a Material First Tier Foreign
Subsidiary ceases to be a First Tier Foreign Subsidiary or ceases to be a
Material Foreign Subsidiary, then either such Domestic Subsidiary shall be
released from its obligations as a Guarantor or the pledge of stock of such
Foreign Subsidiary shall be terminated and each stock returned to the Domestic
Subsidiary pledging such stock. The Lenders further agree that within 30 days
after notice from the Borrower that any loan or series of loans referred to in
clause (c) above has been repaid in full, then the pledge of the promissory note
evidencing such loan shall be terminated and the Administrative Agent shall
release and return such promissory note, together with the related Collateral
Assignment of Note, to the Borrower or such Material Domestic Subsidiary, as the
case may be. The Administrative Agent is hereby authorized in connection with
the events described in the prior two sentences, at the expense of the Borrower,
to execute such documentation as appropriate to evidence such release, return or
termination unless, in the circumstances described in (x) and (y) above, such
release or return would cause a violation of Section 7.13.

         7.13     Additional Guarantors or Additional Pledges of Stock.
                  ----------------------------------------------------

                  (a)    The Borrower shall take all necessary action, at the
         time specified in the next sentence, in respect of each fiscal quarter,
         to ensure that, as of the last day of such fiscal quarter (after giving
         effect to any Joinder Agreement and/or Pledge Agreement executed in
         respect of such fiscal quarter pursuant to Section 7.12), (i) the total
         assets (excluding assets that pursuant to GAAP principles of
         consolidation would be eliminated from the consolidated balance sheet
         of the Borrower as of such date) owned by the Applicable Parties on the
         last day of such fiscal quarter is greater than or equal to 80% of the
         total assets owned by the Borrower and its Subsidiaries on a
         consolidated basis on such date and (ii) the total revenues (excluding
         revenues that pursuant to GAAP principles of consolidation would be
         eliminated from the consolidated income statement of the Borrower as of
         such date) generated by the Applicable Parties for the twelve month
         period ending on the last day of such fiscal quarter is greater than or
         equal to 80% of the total revenues generated by the Borrower and its
         Subsidiaries on a consolidated basis for such corresponding period. If
         on the date the officer's certificate is required to be delivered by
         Section 7.1(c), the Borrower is not in compliance with the first
         sentence of this Section 7.13(a), then, within 30 days after the due
         date of such certificate, the Borrower shall do either or both of the
         following (as the Borrower shall choose in its discretion): (x) cause
         additional Domestic Subsidiaries to execute and deliver Joinder
         Agreements or (y) pledge or cause one or more of its Domestic
         Subsidiaries to pledge (pursuant to a Pledge Agreement) 65% of the
         Voting Stock of one or more additional First Tier Foreign Subsidiaries
         to the extent necessary to be in compliance with the first sentence of
         this Section 7.13(a) and to deliver such other documents, instruments,
         certificates or opinions in connection therewith as required in
         connection with the execution of Joinder Agreements or the pledge of
         Voting Stock as set forth in Section 7.12(e).

                  (b)    If, as of the last day of any fiscal quarter of the
         Borrower, the percentage of total assets and total revenues determined
         pursuant to the first sentence of Section 7.13(a) is greater than 80%,
         then, within 30 days of notice thereof by the Borrower, the Lenders
         shall, as directed by the Borrower in its discretion, (i) release any
         Domestic Subsidiary (other than a Material Domestic Subsidiary) from
         its obligation as Guarantor and (ii) terminate the pledge of the Voting
         Stock of any First Tier Foreign Subsidiary (other than a Material First
         Tier Foreign Subsidiary) and return such Voting Stock, and shall
         deliver such documents, instruments or certificates which evidence such
         release or termination or were delivered in connection with the
         execution of any Joinder Agreement executed by such Domestic Subsidiary
         or

46
<PAGE>

         pledge of Voting Stock by such Foreign Subsidiary; provided, however,
         that after giving effect to such release or return, the Borrower and
         its Subsidiaries shall be in compliance with Section 7.13(a).


                                    SECTION 8

                               NEGATIVE COVENANTS
                               ------------------

         Each Credit Party hereby covenants and agrees that until all
Commitments and Letters of Credit have been terminated and the Loans and LOC
Obligations, together with interest and fees hereunder, have been paid in full:

         8.1      Indebtedness.
                  ------------

         No Credit Party will, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a)    Indebtedness arising under this Credit Agreement and
         the other Credit Documents;

                  (b)    Indebtedness existing as of the Closing Date as
         referenced in Section 6.10 (and renewals, refinancings or extensions
         thereof on terms and conditions substantially the same as such existing
         Indebtedness and in a principal amount not in excess of that
         outstanding as of the date of such renewal, refinancing or extension);

                  (c)    Indebtedness in respect of current accounts payable and
         accrued expenses incurred in the ordinary course of business including,
         to the extent not current, accounts payable and accrued expenses that
         are subject to bona fide dispute;

                  (d)    Indebtedness of the Borrower or any Subsidiary incurred
         to finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Leases and any Indebtedness assumed
         or acquired in connection with a Permitted Acquisition or secured by a
         Lien on any assets acquired in a Permitted Acquisition prior to the
         acquisition thereof, and extensions, renewals and replacements of any
         such Indebtedness that do not increase the outstanding principal amount
         thereof; provided that (i) such Indebtedness is incurred prior to or
         within 90 days after such acquisition or the completion of such
         construction or improvement and (ii) the aggregate principal amount of
         Indebtedness permitted by this subsection (d) shall not exceed
         $15,000,000 at any time outstanding;

                  (e)    other unsecured Indebtedness owing by Subsidiaries of
         the Borrower not to exceed, in the aggregate, at any one time,
         $25,000,000;

                  (f)    intercompany Indebtedness constituting a Permitted
         Investment;

                  (g)    Guaranty Obligations of the Borrower or any Subsidiary
         of the Borrower, of any Indebtedness permitted to be incurred by the
         Borrower or any Subsidiary of the Borrower pursuant to this Section
         8.1;

                  (h)    Indebtedness consisting of any synthetic lease, tax
         retention operating lease, off-balance sheet loan or similar
         off-balance sheet financing product where such transaction is
         considered borrowed money Indebtedness for tax purposes but is
         classified as an operating lease in accordance with GAAP, the principal
         amount of such Indebtedness not to exceed $50,000,000 in the aggregate;

                  (i)    Indebtedness arising from Hedging Agreements entered
         into in the ordinary course of business and not for speculative
         purposes; and

                  (j)    other Indebtedness of the Borrower and its Subsidiaries
         provided that (i) at the time of the incurrence thereof and after
         giving effect thereto, no Default or Event of Default exists and is
         continuing, (ii) as a result of the incurrence thereof, no Material
         Adverse Effect would occur or be reasonably likely to occur, and (iii)
         the Net Cash Proceeds from such Indebtedness are used to prepay Loans
         in accordance with the terms of Section 3.3(b)(iii).

47
<PAGE>

         8.2      Liens.
                  -----

         No Credit Party will, nor will it permit its Subsidiaries to, contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or after acquired, except for Permitted Liens.

         8.3      Nature of Business.
                  ------------------

         The Borrower will not, and will not permit its Subsidiaries to, engage
in any business other than (a) businesses in which the Borrower (whether
directly or through one or more of its Subsidiaries) engages on the Closing
Date, (b) similar or related businesses (including, without limitation, similar
or related businesses that serve the industries which purchase or use goods
manufactured or processed or services rendered by, any business in which the
Borrower is then permitted to engage (whether directly or through one or more of
its Subsidiaries), pursuant to this Section 8.3), and (c) businesses incidental
to the foregoing.

         8.4      Consolidation and Merger.
                  ------------------------

         No Credit Party will nor will it permit any Subsidiary to, enter into
any transaction of merger or consolidation or liquidate, wind up or dissolve
itself; provided that a Credit Party or a Subsidiary of a Credit Party may merge
or consolidate with or into another Person if the following conditions are
satisfied:

                  (a)    the Administrative Agent is given prior written notice
         of such action;

                  (b)    if the merger or consolidation involves a Credit Party,
         the Person formed by such consolidation or into which a Credit Party is
         merged shall either (i) be such Credit Party or (ii) be a Domestic
         Subsidiary and shall expressly assume in writing all of the obligations
         of such Credit Party under the Credit Documents; provided that if the
         transaction is between the Borrower and another Person, the Borrower
         must be the surviving entity;

                  (c)    if the merger or consolidation involves a Material
         First Tier Foreign Subsidiary, the Lenders receive 65% of the Voting
         Stock of the surviving Material First Tier Foreign Subsidiary, if any;

                  (d)    to the extent otherwise required by Section 7.12 or
         7.13, the Credit Parties execute and deliver such documents,
         instruments and certificates as the Administrative Agent may request
         (including, if necessary, to maintain its perfection and priority in
         the collateral pledged pursuant to the Collateral Documents);

                  (e)    immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (f)    the Borrower delivers to the Administrative Agent an
         officer's certificate demonstrating compliance with clause (b) or (c)
         above, as applicable, and an opinion of counsel stating that such
         consolidation or merger and any written agreement entered into in
         connection therewith, comply with this Section 8.4.

48
<PAGE>

         8.5      Sale or Lease of Assets.
                  -----------------------

         No Credit Party will, nor will it permit any of its Subsidiaries to,
convey, sell, lease, transfer or otherwise dispose of (for purposes of this
Section 8.5, collectively a "Transfer"), in one transaction or a series of
transactions, all or any part of its business or assets whether now owned or
hereafter acquired, including, without limitation, inventory, receivables,
equipment, real property interests (whether owned or leasehold), and securities,
other than (a) any inventory Transferred in the ordinary course of business; (b)
the Transfer by a Credit Party (other than the Borrower) of any or all of its
assets to the Borrower or to another Credit Party; (c) obsolete, slow-moving,
idle or worn-out assets (including inventory) no longer used or useful in its
business; (d) the Transfer of assets which constitute a Permitted Investment;
(e) any issuance of Capital Stock by the Borrower to an employee of a Credit
Party in connection with the exercise by such employee of an employee stock
option; (f) Transfers of assets after the Closing Date in an aggregate amount
not to exceed $50,000,000 (irrespective of such Transfer occurring in a
transaction involving an aggregate amount in excess of $50,000,000); or (g) any
other Transfer of assets if (i) such Transfer is for fair market value, (ii) at
the time of such Transfer no Default or Event of Default exists and is
continuing, (iii) as a result of such Transfer no Material Adverse Effect would
occur or be reasonably likely to occur, and (iv) the Net Cash Proceeds from such
Transfer are used to prepay Loans in accordance with the terms of Section
3.3(b)(ii).

         8.6      Sale Leasebacks.
                  ---------------

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

         8.7      Advances, Investments and Loans.
                  -------------------------------

         No Credit Party will, nor will it permit its Subsidiaries to, make any
Investments except for Permitted Investments.

         8.8      Restricted Payments.
                  -------------------

         No Credit Party will, directly or indirectly, nor will it permit its
Subsidiaries to, declare or pay any dividends or make any other distribution
upon any shares of its Capital Stock of any class or purchase, redeem or
otherwise acquire or retire or make any provisions for redemption, acquisition
or retirement of any shares of its Capital Stock of any class or any warrants or
options to purchase any such shares (any such dividend, distribution,
repurchase, redemption, acquisition or retirement being a "Restricted Payment");
provided that (i) any Subsidiary of the Borrower may make Restricted Payments to
the Borrower or another Subsidiary of the Borrower, (ii) the Borrower may make
stock dividends, (iii) as long as no Default or Event of Default exists and is
continuing, Restricted Payments may be made with respect to (A) the Benefits
Plans of the type referred to in subsection (a) and (b) of the definition of
"Benefits Plans", (B) the Benefits Plans of the type referred to in subsection
(c), (d), (e) and (f) of the definition of "Benefits Plans" in an aggregate
amount not to exceed $50,000,000 during the term of this Credit Agreement and
(C) the Rights Plans in an aggregate amount not to exceed $2,000,000 during the
term of this Credit Agreement, and (iv) other than with proceeds from a sale as
set forth in Section 8.5, Restricted Payments may be made if (A) no Default or
Event of Default exists and is continuing, (B) after giving effect thereto, the
Credit Parties and their Subsidiaries are in compliance with Section 7.2 and (C)
such Restricted Payments do not exceed, in the aggregate, $20,000,000 annually
and $50,000,000 during the term of this Credit Agreement.

         8.9      Fiscal Year; Accounting; Organizational Documents.
                  -------------------------------------------------

         No Credit Party will, nor will it permit its Subsidiaries to, (a)
change its fiscal year, (b) change its accounting principles, except as a result
of changes in GAAP and in accordance with Section 1.3 or (c) change its articles
or certificate of incorporation or its bylaws in a manner that is materially
adverse to the interests of the Lenders.

49
<PAGE>

         8.10     Limitation on Restricted Actions.
                  --------------------------------

         No Credit Party will, directly or indirectly, nor will it permit its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or transfer any of its properties or assets to any Credit Party, or (e)
grant Liens on or security interests in its assets, except for such encumbrances
or restrictions existing under or by reason of (i) this Credit Agreement and the
other Credit Documents, (ii) applicable law, (iii) any document or instrument
governing Indebtedness incurred pursuant to Section 8.1(d), provided that any
such restriction contained therein relates only to the fixed asset or assets
purchased in connection therewith, (iv) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien, (v) customary restrictions and conditions contained in any agreement
relating to the sale of any property permitted under Section 8.5 pending the
consummation of such sale or (vi) the Master Lease Agreement, dated as of May
27, 1999, between Chase Equipment Leasing, Inc., a New York corporation, and the
Borrower.


                                    SECTION 9

                                EVENTS OF DEFAULT
                                -----------------

         9.1      Events of Default.
                  -----------------

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a)    Payment. Any Credit Party shall default in the payment
         (i) when due of any principal of any of the Loans or any reimbursement
         obligation arising from drawings under Letters of Credit or (ii) within
         three days of when due of any interest on the Loans or any fees or
         other amounts owing hereunder, under any of the other Credit Documents
         or in connection herewith.

                  (b)    Representations. Any representation, warranty or
         statement made or deemed to be made by any Credit Party herein, in any
         of the other Credit Documents, or in any statement or certificate
         delivered or required to be delivered pursuant hereto or thereto shall
         prove untrue in any material respect on the date as of which it was
         made or deemed to have been made.

                  (c)    Covenants. Any Credit Party shall:

                         (i)    default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2,
                  7.3, 7.5, 7.10 or 8.1 through 8.10 inclusive; or

                         (ii)   default in the due performance or observance by
                  it of any term, covenant or agreement contained in Section 7.1
                  and such default shall continue unremedied for a period of
                  five Business Days after the earlier of an officer of the
                  Borrower becoming aware of such default or notice thereof
                  given by the Administrative Agent; or

                         (iii)  default in the due performance or observance by
                  it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b) or (c)(i) or (ii) of this
                  Section 9.1) contained in this Credit Agreement and such
                  default shall continue unremedied for a period of at least 20
                  Business Days after notice thereof given by the Administrative
                  Agent.

                  (d)    Other Credit Documents. (i) Any Credit Party shall
         default in the due performance or observance of any term, covenant or
         agreement in any of the other Credit Documents and such default shall
         continue unremedied for a period of at least 20 Business Days after
         notice thereof given by the Administrative Agent, or (ii) any Credit
         Document shall fail to be in full force and effect or the Borrower
         shall so assert or any Credit Document shall fail to give the
         Administrative Agent and/or the Lenders the security interests, liens,
         rights, powers and privileges purported to be created thereby.

50
<PAGE>

                  (e)    Guaranties. The guaranty given by the Credit Parties
         hereunder or by any Additional Credit Party hereafter or any provision
         thereof shall cease to be in full force and effect, or any Guarantor
         thereunder or any Person acting by or on behalf of such Guarantor shall
         deny or disaffirm such Guarantor's obligations under such guaranty.

                  (f)    Bankruptcy, etc.

                         (i)    The occurrence of any of the following with
                  respect to the Borrower or any of its Subsidiaries: (A) a
                  court or governmental agency having jurisdiction in the
                  premises shall enter a decree or order for relief in respect
                  of the Borrower or any of its Subsidiaries in an involuntary
                  case under any applicable bankruptcy, insolvency or other
                  similar law now or hereafter in effect, or appoint a receiver,
                  liquidator, assignee, custodian, trustee, sequestrator or
                  similar official of the Borrower or any of its Subsidiaries or
                  for any substantial part of its property or ordering the
                  winding up or liquidation of its affairs; or (B) an
                  involuntary case under any applicable bankruptcy, insolvency
                  or other similar law now or hereafter in effect is commenced
                  against the Borrower or any of its Subsidiaries and such
                  petition remains unstayed and in effect for a period of 60
                  consecutive days.

                         (ii)   The Borrower or any of its Material Subsidiaries
                  shall (A) commence a voluntary case under any applicable
                  bankruptcy, insolvency or other similar law now or hereafter
                  in effect, or consent to the entry of an order for relief in
                  an involuntary case under any such law, or consent to the
                  appointment or taking possession by a receiver, liquidator,
                  assignee, custodian, trustee, sequestrator or similar official
                  of such Person or any substantial part of its property or make
                  any general assignment for the benefit of creditors or (B)
                  admit in writing its inability to pay its debts generally as
                  they become due, or any action shall be taken by the Borrower
                  or any of its Material Subsidiaries in furtherance of any of
                  the aforesaid purposes.

                  (g)    Defaults under Other Agreements. With respect to any
         Indebtedness (other than Indebtedness outstanding under this Credit
         Agreement) of the Borrower or any of its Subsidiaries in an aggregate
         principal amount in excess of $15,000,000, (i) the Borrower or such
         Subsidiary shall (A) default in any payment (beyond the applicable
         grace period with respect thereto, if any) with respect to any such
         Indebtedness, or (B) default (after giving effect to any applicable
         grace period) in the observance or performance relating to such
         Indebtedness or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event or condition shall
         occur or condition exist, the effect of which default or other event or
         condition is to cause, or permit, the holder or holders of such
         Indebtedness (or trustee or agent on behalf of such holders) to cause
         any such Indebtedness to become due prior to its stated maturity; or
         (ii) any such Indebtedness shall be declared due and payable, or
         required to be prepaid other than by a regularly scheduled required
         prepayment prior to the stated maturity thereof and such Indebtedness
         remains unpaid; or (iii) any such Indebtedness shall mature and remain
         unpaid.

                  (h)    Judgments. One or more judgments, orders, or decrees
         shall be entered against any one or more of the Credit Parties
         involving a liability of $15,000,000 or more, in the aggregate, (to the
         extent not paid or covered by insurance provided by a carrier who has
         acknowledged coverage) and such judgments, orders or decrees (i) are
         the subject of any enforcement proceeding commenced by any creditor or
         (ii) shall continue unsatisfied, undischarged and unstayed for a period
         ending on the last day on which such judgment, order or decree becomes
         final and unappealable.

                  (i)    ERISA. The occurrence of any of the following events or
         conditions: (A) any "accumulated funding deficiency," as such term is
         defined in Section 302 of ERISA and Section 412 of the Code, whether or
         not waived, shall exist with respect to any Plan, or any lien shall
         arise on the assets of the Borrower or any of its Subsidiaries or any
         ERISA Affiliate in favor of the PBGC or a Plan, that results in or
         would be reasonably expected to result in a Material Adverse Effect;
         (B) a Termination Event shall occur with respect to a Single Employer
         Plan, which is, in the reasonable opinion of the Administrative Agent,
         likely to result in the termination of such Plan for purposes of Title
         IV of ERISA; (C) a Termination Event shall occur with respect to a
         Multiemployer Plan or Multiple Employer Plan, which is, in the
         reasonable opinion of the Required Lenders, likely to result in (i) the
         termination of such Plan for purposes of Title IV of ERISA, or (ii) the
         Borrower or any of its Subsidiaries or any ERISA Affiliate incurring
         any liability in connection with a withdrawal from, reorganization of
         (within the meaning of Section 4241 of ERISA), or insolvency (within
         the meaning of Section 4245 of ERISA) of such Plan; or (D) any
         prohibited transaction (within the meaning of Section 406 of ERISA or
         Section 4975 of the Code) or breach of fiduciary responsibility shall
         occur which may subject the Borrower or any of its Subsidiaries or any
         ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
         502(l) of ERISA or Section 4975 of the Code, or under any agreement or
         other instrument pursuant to which the Borrower or any of its
         Subsidiaries or any ERISA Affiliate has agreed or is required to
         indemnify any person against any such liability, that results in or
         would be

51
<PAGE>

         reasonably expected to result in a Material Adverse Effect.

                  (j)    Ownership. There shall occur a Change of Control.

         9.2      Acceleration; Remedies.
                  ----------------------

         Following the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall, upon the request and direction of the
Required Lenders, by written notice to the Borrower, take any of the following
actions without prejudice to the rights of the Administrative Agent or any
Lender to enforce its claims against the Credit Parties, except as otherwise
specifically provided for herein:

                  (a)    Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (b)    Acceleration of Loans. Declare the unpaid principal of
         and any accrued interest in respect of all Loans, any reimbursement
         obligations arising from drawings under Letters of Credit and, without
         duplication, any and all other indebtedness or obligations of any and
         every kind then owing by a Credit Party to any of the Lenders hereunder
         to be due whereupon the same shall be immediately due and payable
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby waived by the Credit Parties.

                  (c)    Cash Collateral. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), it will
         immediately pay) to the Administrative Agent additional cash, to be
         held by the Administrative Agent, for the benefit of the Lenders, in a
         cash collateral account as security for the LOC Obligations in respect
         of subsequent drawings under all then outstanding Letters of Credit in
         an amount equal to the maximum aggregate amount which may be drawn
         under all Letters of Credits then outstanding.

                  (d)    Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents, including,
         without limitation, all rights and remedies against a Guarantor, all
         rights under the Collateral Documents and all rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations under Letters of Credit, all accrued and
unpaid interest in respect thereof, all accrued and unpaid fees and other
indebtedness or obligations owing to the Lenders hereunder shall immediately
become due and payable without the giving of any notice or other action by the
Administrative Agent or the Lenders, which notice or other action is expressly
waived by the Credit Parties.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor" holding
a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code
or any other insolvency statute.

         9.3      Allocation of Payments After Acceleration.
                  -----------------------------------------

         Notwithstanding any other provisions of this Credit Agreement, after
acceleration of the Credit Party Obligations pursuant to Section 9.2, all
amounts collected or received by the Administrative Agent or any Lender on
account of amounts outstanding under any of the Credit Documents or collateral
under the Collateral Documents shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents and any protective advances made
         by the Administrative Agent under or pursuant to the terms of the
         Collateral Documents;

                  SECOND, to payment of any fees owed to the Administrative
         Agent or the Issuing Lender;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses, (including, without limitation, reasonable attorneys'
         fees) of each of the Lenders in connection with enforcing its rights
         under the Credit Documents;

52
<PAGE>

                  FOURTH, to the payment of all accrued fees and interest
         payable to the Lenders hereunder;

                  FIFTH, to the payment of the outstanding principal amount of
         the Loans and unreimbursed drawings under Letters of Credit and to the
         payment or cash collateralization of the outstanding LOC Obligations,
         pro rata, as set forth below;

                  SIXTH, to all other obligations of the Credit Parties which
         shall have become due and payable under the Credit Documents and the
         LOC Documents and not repaid pursuant to clauses "FIRST" through
         "FIFTH" above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans and
LOC Obligations held by such Lender bears to the aggregate then outstanding
Loans and LOC Obligations) of amounts available to be applied; and (c) to the
extent that any amounts available for distribution pursuant to clause "FIFTH"
above are attributable to the issued but undrawn amount of outstanding Letters
of Credit, such amounts shall be held by the Administrative Agent in a cash
collateral account and applied (x) first, to reimburse the Issuing Lender from
time to time for any drawings under such Letters of Credit and (y) then,
following the expiration of all Letters of Credit, to all other obligations of
the types described in clauses "FIFTH" and "SIXTH" above in the manner provided
in this Section 9.3.

         9.4      Judgment Currency.
                  -----------------

                  (a)    Each Credit Party's obligations under the Credit
         Documents to make payments in Dollars or the applicable Foreign
         Currency (the "Obligation Currency") shall not be discharged or
         satisfied by any tender or recovery pursuant to any judgment expressed
         in or converted into any currency other than the Obligation Currency,
         except to the extent that such tender or recovery results in the
         effective receipt by the Administrative Agent or a Lender of the full
         amount of the Obligation Currency expressed to be payable to the
         Administrative Agent or such Lender under the Credit Documents. If, for
         the purpose of obtaining or enforcing judgment against any Credit Party
         in any court or in any jurisdiction, it becomes necessary to convert
         into or from any currency other than the Obligation Currency (such
         other currency being hereinafter referred to as the "Judgment
         Currency") an amount due in the Obligation Currency, the conversion
         shall be made at the U.S. Dollar Equivalent, determined as of the
         Business Day immediately preceding the day on which the judgment is
         given (such Business Day being hereinafter referred to as the "Judgment
         Currency Conversion Date").

                  (b)    If there is a change in the rate of exchange prevailing
         between the Judgment Currency Conversion Date and the date of actual
         payment of the amount due, such amount payable by the Credit Parties
         shall be reduced or increased, as applicable, such that the amount paid
         in the Judgment Currency, when converted at the rate of exchange
         prevailing on the date of payment, will produce the amount of the
         Obligation Currency which could have been purchased with the amount of
         Judgment Currency stipulated in the judgment or judicial award at the
         rate of exchange prevailing on the Judgment Currency Conversion Date.
         Each Credit Party agrees to pay any additional amounts under this
         subsection (b) as a separate obligation notwithstanding any such
         judgment or judicial award.

53
<PAGE>

                                   SECTION 10

                                AGENCY PROVISIONS
                                -----------------

         10.1     Appointment and Authorization of Administrative Agent.
                  -----------------------------------------------------

                  (a)    Each Lender hereby irrevocably (subject to Section
         10.9) appoints, designates and authorizes the Administrative Agent to
         take such action on its behalf under the provisions of this Credit
         Agreement and each other Credit Document and to exercise such powers
         and perform such duties as are expressly delegated to it by the terms
         of this Credit Agreement or any other Credit Document, together with
         such powers as are reasonably incidental thereto. Notwithstanding any
         provision to the contrary contained elsewhere herein or in any other
         Credit Document, the Administrative Agent shall not have any duties or
         responsibilities, except those expressly set forth herein, nor shall
         the Administrative Agent have or be deemed to have any fiduciary
         relationship with any Lender or participant, and no implied covenants,
         functions, responsibilities, duties, obligations or liabilities shall
         be read into this Credit Agreement or any other Credit Document or
         otherwise exist against the Administrative Agent. Without limiting the
         generality of the foregoing sentence, the use of the term
         "Administrative Agent" herein and in the other Credit Documents with
         reference to the Administrative Agent is not intended to connote any
         fiduciary or other implied (or express) obligations arising under
         agency doctrine of any applicable law. Instead, such term is used
         merely as a matter of market custom, and is intended to create or
         reflect only an administrative relationship between independent
         contracting parties.

                  (b)    The Issuing Lender shall act on behalf of the Lenders
         with respect to any Letters of Credit issued by it and the documents
         associated therewith until such time (and except for so long) as the
         Administrative Agent may agree at the request of the Required Lenders
         to act for the Issuing Lender with respect thereto; provided, however,
         that the Issuing Lender shall have all of the benefits and immunities
         (i) provided to the Administrative Agent in this Section 10 with
         respect to any acts taken or omissions suffered by the Issuing Lender
         in connection with Letters of Credit issued by it or proposed to be
         issued by it and the application and agreements for letters of credit
         pertaining to the Letters of Credit as fully as if the term
         "Administrative Agent" as used in this Section 10 included the Issuing
         Lender with respect to such acts or omissions, and (ii) as additionally
         provided herein with respect to the Issuing Lender.

         10.2     Delegation of Duties.
                  --------------------

         The Administrative Agent may execute any of its duties under this
Credit Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

         10.3     Liability of Administrative Agent.
                  ---------------------------------

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Credit
Agreement or any other Credit Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or warranty
made by any Credit Party or any officer thereof, contained herein or in any
other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Credit Agreement or any other Credit Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Credit Agreement or any other Credit Document, or for any failure of any
Credit Party or any other party to any Credit Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Credit Agreement or any other Credit Document, or to inspect the
properties, books or records of any Credit Party or any Affiliate thereof.

54
<PAGE>

         10.4     Reliance by Administrative Agent.
                  --------------------------------

                  (a)    The Administrative Agent shall be entitled to rely, and
         shall be fully protected in relying, upon any writing, communication,
         signature, resolution, representation, notice, consent, certificate,
         affidavit, letter, telegram, facsimile, telex or telephone message,
         statement or other document or conversation believed by it to be
         genuine and correct and to have been signed, sent or made by the proper
         Person or Persons, and upon advice and statements of legal counsel
         (including counsel to any Credit Party), independent accountants and
         other experts selected by the Administrative Agent. The Administrative
         Agent shall be fully justified in failing or refusing to take any
         action under any Credit Document unless it shall first receive such
         advice or concurrence of the Required Lenders as it deems appropriate
         and, if it so requests, it shall first be indemnified to its
         satisfaction by the Lenders against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. The Administrative Agent shall in all cases be fully
         protected in acting, or in refraining from acting, under this Credit
         Agreement or any other Credit Document in accordance with a request or
         consent of the Required Lenders or all the Lenders, if required
         hereunder, and such request and any action taken or failure to act
         pursuant thereto shall be binding upon all the Lenders and
         participants. Where this Credit Agreement expressly permits or
         prohibits an action unless the Required Lenders otherwise determine,
         the Administrative Agent shall, and in all other instances, the
         Administrative Agent may, but shall not be required to, initiate any
         solicitation for the consent or a vote of the Lenders.

                  (b)    For purposes of determining compliance with the
         conditions specified in Section 5.1, each Lender that has signed this
         Credit Agreement shall be deemed to have consented to, approved or
         accepted or to be satisfied with, each document or other matter either
         sent by the Administrative Agent to such Lender for consent, approval,
         acceptance or satisfaction, or required thereunder to be consented to
         or approved by or acceptable or satisfactory to a Lender.

         10.5     Notice of Default.
                  -----------------

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Credit Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Section 9.2; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         10.6     Credit Decision; Disclosure of Information by Administrative
                  ------------------------------------------------------------
                  Agent.
                  -----

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Credit Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Credit Parties and their respective Subsidiaries, and
all applicable Requirements of Law relating to the transactions contemplated
hereby, and made its own decision to enter into this Credit Agreement and to
extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Credit Agreement and the other Credit Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

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<PAGE>

         10.7     Indemnification of Administrative Agent.
                  ---------------------------------------

         Whether or not the transactions contemplated hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all claims, damages, losses,
liabilities, costs, and expenses (including, without limitation, reasonable
attorneys' fees and the allocated costs of internal counsel to the extent not
duplicative) that may be incurred by or asserted or awarded against any
Agent-Related Person, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith) the
Credit Documents, any of the transactions contemplated herein or the use of the
proceeds of the Loans, except to the extent such claim, damage, loss, liability,
cost, or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Agent-Related Person's gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including reasonable attorneys' fees and the allocated
costs of internal counsel to the extent not duplicative) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Credit Agreement, any other Credit
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Credit Party Obligations
hereunder and the resignation or replacement of the Administrative Agent.

         10.8     Administrative Agent in its Individual Capacity.
                  -----------------------------------------------

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Credit Parties and their respective
Affiliates as though Bank of America were not the Administrative Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Credit Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent or the Issuing
Lender, and the terms "Lender" and "Lenders" include Bank of America in its
individual capacity.

         10.9     Successor Administrative Agent.
                  ------------------------------

         The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Credit Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower (if no Event of Default exists), a successor administrative
agent from among the Lenders. Upon the acceptance of its appointment as
successor administrative agent hereunder, such successor administrative agent
shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term "Administrative Agent" shall mean such
successor administrative agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 10 and Sections 11.5 and
11.10 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Credit Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent's notice
of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

         10.10    Other Agents; Lead Managers.
                  ---------------------------

56
<PAGE>

         None of the Lenders identified on the facing page or signature pages of
this Credit Agreement as a "syndication agent", "documentation agent",
"co-agent" or "lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Credit Agreement
or in taking or not taking action hereunder.


                                   SECTION 11

                                  MISCELLANEOUS
                                  -------------

         11.1     Notices.
                  -------

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set out below, (c) the Business Day following the day on which the same
has been delivered prepaid (or subject to an invoice arrangement) to a reputable
national overnight air courier service, or (d) the third Business Day following
the day on which the same is sent by certified or registered mail, postage
prepaid, in each case to the respective parties at the address or telecopy
numbers set forth on Schedule 11.1, or at such other address as such party may
specify by written notice to the other parties hereto.

         11.2     Right of Set-Off.
                  ----------------

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default and the
commencement of remedies described in Section 9.2, then, to the extent permitted
by applicable law, each Lender is authorized at any time and from time to time,
without presentment, demand, protest or other notice of any kind (all of which
rights being hereby expressly waived), to set-off and to appropriate and apply
any and all deposits (general or special) and any other indebtedness at any time
held or owing by such Lender (including, without limitation, branches, agencies
or Affiliates of such Lender wherever located) to or for the credit or the
account of any Credit Party against obligations and liabilities of such Credit
Party to the Lenders hereunder, under the Notes, or the other Credit Documents,
irrespective of whether the Administrative Agent or the Lenders shall have made
any demand hereunder and although such obligations, liabilities or claims, or
any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto; provided that promptly following any such set-off, such
Lender will provide written notice thereof to the Borrower.

         11.3     Benefit of Agreement.
                  --------------------

                  (a)    Generally. This Credit Agreement shall be binding upon
         and inure to the benefit of and be enforceable by the respective
         successors and assigns of the parties hereto; provided that none of the
         Credit Parties may assign and transfer any of its interests (except as
         permitted by Section 8.4 or 8.5) without the prior written consent of
         the Lenders; and provided further that the rights of each Lender to
         transfer, assign or grant participations in its rights and/or
         obligations hereunder shall be limited as set forth below in
         subsections (b) and (c) of this Section 11.3. Notwithstanding the above
         (including anything set forth in subsections (b) and (c) of this
         Section 11.3), nothing herein shall restrict, prevent or prohibit any
         Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank
         in support of borrowings made by such Lender from such Federal Reserve
         Bank, or (ii) granting assignments or participations in such Lender's
         Loans and/or Commitments hereunder to its parent company and/or to any
         Affiliate of such Lender (provided that such parent company or
         Affiliate qualifies as an Eligible Assignee) or to any existing Lender;
         provided that, as of the date of such assignment or participation, such
         assignee or participant shall not be entitled to receive a greater
         payment under Section 3.13 than the assigning or participating Lender
         would be entitled to receive.

                  (b)    Assignments. In addition to the assignments permitted
         by Section 11.3(a), each Lender may, with the prior written consent of
         the Borrower and the Administrative Agent (provided that no consent of
         the Borrower shall be required during the existence and continuation of
         an Event of Default), which consent shall not be unreasonably withheld
         or delayed, assign all or a portion of its rights and obligations
         hereunder pursuant to an assignment agreement substantially in the form
         of Exhibit 11.3 to one or more Eligible Assignees; provided that (i)
         any such assignment shall be in a

57
<PAGE>

         minimum aggregate amount of $5,000,000 of the Commitments and in
         integral multiples of $1,000,000 above such amount (or the remaining
         amount of Commitments held by such Lender), (ii) each such assignment
         shall be of a constant, not varying, percentage of all of the assigning
         Lender's rights and obligations under the Commitment being assigned,
         (iii) each such assignment made as a result of a demand by the Borrower
         pursuant to Section 11.3(d) shall be arranged by the Borrower after
         consultation with the Administrative Agent and shall be either an
         assignment of all of the rights and obligations of the assigning Lender
         under this Credit Agreement or an assignment of a portion of such
         rights and obligations made concurrently with another such assignment
         or other such assignments that together cover all of the rights and
         obligations of the assigning Lender under this Credit Agreement or an
         assignment of a portion of such rights and obligations made
         concurrently with another such assignment or other such assignments
         that together cover all of the rights and obligations of the assigning
         Lender under this Credit Agreement, (iv) no Lender shall be obligated
         to make any such assignment as a result of a demand by the Borrower
         pursuant to Section 11.3(d) unless and until such Lender shall have
         received one or more payments from either the Borrower or one or more
         Eligible Assignees in an aggregate amount at least equal to the
         aggregate outstanding principal amount of the Revolving Loans owing to
         such Lender, together with accrued interest thereon, to the date of
         payment of such principal amount and all other amounts payable to such
         lender under this Credit Agreement and (v) the Borrower shall be
         entitled to withhold its consent if an assignment would result in
         greater payments under Sections 3.9, 3.11, or 3.13. Any assignment
         hereunder (including, but not limited to, any assignment by a Lender to
         another Lender) shall be effective upon satisfaction of the conditions
         set forth above and delivery to the Administrative Agent of a duly
         executed assignment agreement, in substantially the form of Exhibit
         11.3, together with a transfer fee of $3,500 payable to the
         Administrative Agent for its own account. Upon the effectiveness of any
         such assignment, the assignee shall become a "Lender" for all purposes
         of this Credit Agreement and the other Credit Documents and, to the
         extent of such assignment, the assigning Lender shall be relieved of
         its obligations hereunder to the extent of the Loans and Commitment
         components being assigned, but shall continue to be entitled to the
         indemnity provisions hereunder arising out of the period during which
         it was a Lender hereunder. Along such lines the Borrower agrees that
         upon notice of any such assignment and surrender of the appropriate
         Note or Notes, it will promptly provide to the assigning Lender and to
         the assignee separate promissory notes in the amount of their
         respective interests substantially in the form of the original Note or
         Notes (but with notation thereon that it is given in substitution for
         and replacement of the original Note or Notes or any replacement notes
         thereof).

         By executing and delivering an assignment agreement in accordance with
         this Section 11.3(b), the assigning Lender thereunder and the assignee
         thereunder shall be deemed to confirm to and agree with each other and
         the other parties hereto as follows: (A) such assigning Lender warrants
         that it is the legal and beneficial owner of the interest being
         assigned thereby free and clear of any adverse claim and the assignee
         warrants that it is an Eligible Assignee; (B) such assigning Lender
         represents and warrants that it is legally authorized to enter into
         such assignment agreement; (C) except as set forth in clause (A) above,
         such assigning Lender makes no representation or warranty and assumes
         no responsibility with respect to any statements, warranties or
         representations made in or in connection with this Credit Agreement,
         any of the other Credit Documents or any other instrument or document
         furnished pursuant hereto or thereto, or the execution, legality,
         validity, enforceability, genuineness, sufficiency or value of this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto or the
         financial condition of any Credit Party or the performance or
         observance by any Credit Party of any of its obligations under this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto; (D) such
         assignee represents and warrants that it is legally authorized to enter
         into such assignment agreement; (E) such assignee confirms that it has
         received a copy of this Credit Agreement, the other Credit Documents
         and such other documents and information as it has deemed appropriate
         to make its own credit analysis and decision to enter into such
         assignment agreement; (F) such assignee will independently and without
         reliance upon the Administrative Agent, such assigning Lender or any
         other Lender, and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Credit Agreement and the
         other Credit Documents; (G) such assignee appoints and authorizes the
         Administrative Agent to take such action on its behalf and to exercise
         such powers under this Credit Agreement or any other Credit Document as
         are delegated to the Administrative Agent by the terms hereof or
         thereof, together with such powers as are reasonably incidental
         thereto; and (H) such assignee agrees that it will perform in
         accordance with their terms all the obligations which by the terms of
         this Credit Agreement and the other Credit Documents are required to be
         performed by it as a Lender.

                  (c)    Participations. Each Lender may sell, transfer, grant
         or assign participations in all or any part of such Lender's interests
         and obligations hereunder; provided that (i) such selling Lender shall
         remain a "Lender" for all purposes under this Credit Agreement (such
         selling Lender's obligations under the Credit Documents remaining
         unchanged) and the participant shall not constitute a Lender hereunder,
         (ii) no such participant shall have, or be granted, rights to approve
         any

58
<PAGE>

         amendment or waiver relating to this Credit Agreement or the other
         Credit Documents except to the extent any such amendment or waiver
         would (A) reduce the principal of or rate of interest on or fees in
         respect of any Loans in which the participant is participating or
         increase any Commitments with respect thereto, (B) postpone the date
         fixed for any payment of principal (including the extension of the
         final maturity of any Loan or the date of any mandatory prepayment),
         interest or fees in which the participant is participating, or (C)
         release all or substantially all of the collateral or guaranties
         (except as expressly provided in the Credit Documents) supporting any
         of the Loans or Commitments in which the participant is participating,
         (iii) sub-participations by the participant (except to an Affiliate,
         parent company or Affiliate of a parent company of the participant)
         shall be prohibited and (iv) any such participations shall be in a
         minimum aggregate amount of $5,000,000 of the Commitments and in
         integral multiples of $1,000,000 in excess thereof. In the case of any
         such participation, the participant shall not have any rights under
         this Credit Agreement or the other Credit Documents (the participant's
         rights against the selling Lender in respect of such participation to
         be those set forth in the participation agreement with such Lender
         creating such participation) and all amounts payable by the Borrower
         hereunder shall be determined as if such Lender had not sold such
         participation; provided, however, that such participant shall be
         entitled to receive additional amounts under Sections 3.9, 3.12, 3.13
         and 3.14 to the same extent that the Lender from which such participant
         acquired its participation would be entitled to the benefit of such
         cost protection provisions.

                  (d)    Right to Purchase Commitments; Right to Cause an
         Assignment. Each Lender grants (i) to the Administrative Agent the
         right to purchase all (but not less than all) of such Lender's
         Commitments and Revolving Loans owing to it and the Notes held by it
         and all of its rights and obligations hereunder and under the other
         Credit Documents at a price equal to the aggregate amount of
         outstanding Revolving Loans owed to such Lender (together with all
         accrued and unpaid interest and fees and other amounts owing to such
         Lender), and (ii) to the Borrower the right to cause an assignment of
         all (but not less than all) of such Lender's Commitment and Revolving
         Loans owing to it and the Notes held by it and all of its rights and
         obligations hereunder and under the other Credit Documents, which right
         may be exercised by the Administrative Agent or the Borrower, as the
         case may be, if (A) such Lender refuses to execute any amendment,
         waiver or consent which requires the written consent of all of the
         Lenders and to which the Required Lenders, the Administrative Agent and
         the Borrower have agreed, (B) such Lender has delivered a notice or
         certificate pursuant to Section 3.9 or 3.11 or if the Borrower in
         connection therewith or for any other reason is required to deduct or
         withhold any tax, levy, impost, charge, assessment or similar item from
         any amount payable to or for such Lender hereunder, (C) the Borrower
         has knowledge or facts, events or circumstances which are reasonably
         likely to entitle such Lender to deliver a certificate pursuant to
         Section 3.9 or 3.11 and such Lender is unwilling or unable to take
         action to eliminate or avoid its delivery of such a certificate, (D)
         any Non-Excluded Taxes have been or are reasonably likely to be imposed
         on such Lender, (E) such Lender is unable or unwilling to complete or
         deliver any form required to be delivered by it pursuant to Section
         3.13, (F) such Lender has received or is reasonably likely to receive a
         notice or written communication as described in Section 3.13(f), (G)
         such Lender shall have become subject to any receivership,
         conservatorship or other insolvency proceeding, (H) the Eurocurrency
         Reserve Percentage with respect to such Lender's Eurocurrency Loans is,
         or would be reasonably likely to become with any incurrence of
         Eurocurrency Loans, greater than zero, or (I) such Lender shall be a
         Defaulting Lender. Each Lender agrees that if the Administrative Agent
         or the Borrower, as the case may be, exercises its option hereunder, it
         shall promptly execute and deliver all agreements and documentation
         necessary to effectuate such assignment as set forth in Section
         11.3(b).

                  (e)    Register. The Administrative Agent shall maintain a
         copy of each Assignment Agreement delivered to and accepted by it and a
         register for the recordation of the names and addresses of the Lenders
         and the Commitment of, and principal amount of the Loans owing to, each
         Lender from time to time (the "Register"). The entries in the Register
         shall be conclusive and binding for all purposes, absent manifest
         error, and the Borrower, the Administrative Agent and the Lenders may
         treat each Person whose name is recorded in the Register as a Lender
         hereunder for all purposes of this Credit Agreement. The Register shall
         be available for inspection by the Borrower or any Lender at any
         reasonable time and from time to time upon reasonable prior notice.

                  (f)    SPCs. Notwithstanding anything to the contrary
         contained herein, any Lender, (a "Granting Lender") may grant to a
         special purpose funding vehicle (an "SPC") the option to fund all or
         any part of any Loan that such Granting Lender would otherwise be
         obligated to fund pursuant to this Credit Agreement; provided that (i)
         nothing herein shall constitute a commitment by any SPC to fund any
         Loan, (ii) if an SPC elects not to exercise such option or otherwise
         fails to fund all or any part of such Loan, the Granting Lender shall
         be obligated to fund such Loan pursuant to the terms hereof, (iii) no
         SPC shall have any voting rights pursuant to Section 11.6 and (iv) with
         respect to notices, payments and other matters hereunder, the Credit
         Parties, the Administrative Agent and the Lenders shall not be
         obligated to deal with an SPC, but may limit their communications and
         other dealings relevant to such SPC to the applicable Granting Lender.

59
<PAGE>

         The funding of a Loan by an SPC hereunder shall utilize the Commitment
         of the Granting Lender to the same extent that, and as if, such Loan
         were funded by such Granting Lender. Each party hereto hereby agrees
         that no SPC shall be liable for any indemnity or payment under this
         Credit Agreement for which a Lender would otherwise be liable for so
         long as, and to the extent, the Granting Lender provides such indemnity
         or makes such payment. Notwithstanding anything to the contrary
         contained in this Credit Agreement, any SPC may disclose on a
         confidential basis any non-public information relating to its funding
         of Loans to any rating agency, commercial paper dealer or provider of
         any surety or guarantee to such SPC. This clause (f) may not be amended
         without the prior written consent of each Granting Lender, all or any
         part of whose Loan is being funded by an SPC at the time of such
         amendment.

                  (g)    Information. Any Lender may furnish any information
         concerning the Credit Parties or any of their Subsidiaries in the
         possession of such Lender from time to time to assignees and
         participants (including prospective assignees and participants),
         subject, however, to the provisions of Section 11.17.

         11.4     No Waiver; Remedies Cumulative.
                  ------------------------------

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Borrower or any Credit
Party and the Administrative Agent or any Lender shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies provided herein are cumulative
and not exclusive of any rights or remedies which the Administrative Agent or
any Lender would otherwise have. No notice to or demand on any Credit Party in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

         11.5     Payment of Expenses; Indemnification.
                  ------------------------------------

         The Credit Parties agree to: (a) pay all reasonable out-of-pocket costs
and expenses of (i) the Administrative Agent and Banc of America Securities LLC
("BAS") in connection with (A) the negotiation, preparation, execution and
delivery and administration of this Credit Agreement and the other Credit
Documents and the LOC Documents and the documents and instruments referred to
therein (including, without limitation, the reasonable fees and expenses of
Moore & Van Allen, special counsel to the Administrative Agent and the fees and
expenses of counsel for the Administrative Agent in connection with collateral
issues), and (B) any amendment, waiver or consent relating hereto and thereto
including, but not limited to, any such amendments, waivers or consents
resulting from or related to any work-out, renegotiation or restructure relating
to the performance by the Credit Parties under this Credit Agreement and (ii)
the Administrative Agent and the Lenders in connection with (A) the
restructuring, workout and/or enforcement of the Credit Documents and the
documents and instruments referred to therein, including, without limitation, in
connection with any such enforcement, the reasonable fees and disbursements of
counsel (including, without duplication, the allocated costs of in-house
counsel) for the Administrative Agent and each of the Lenders, and (B) any
bankruptcy or insolvency proceeding of the Borrower or a Material Subsidiary and
(b) indemnify the Administrative Agent, BAS and each Lender, its officers,
directors, employees, representatives and agents from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation, litigation or other proceeding (whether
or not any Agent, BAS or Lender is a party thereto) related to (i) the entering
into and/or performance of any Credit Document or any LOC Document or the use of
proceeds of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions contemplated in any Credit Document or
any LOC Document, including, without limitation, the reasonable fees and
disbursements of counsel (including, without duplication, the allocated costs of
in-house counsel) and settlement costs incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of
gross negligence or willful misconduct on the part of the Person to be
indemnified as determined by a court of competent jurisdiction in a final
nonappealable judgment), (ii) any Environmental Claim and (iii) any claims for
Non-Excluded Taxes.

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<PAGE>

         11.6     Amendments, Waivers and Consents.
                  --------------------------------

         In order for any amendment, change, waiver, discharge or termination of
this Credit Agreement or any of the other Credit Documents to be binding on the
Lenders and the Credit Parties, such amendment, change, waiver, discharge or
termination must be in writing and signed by the Required Lenders and the then
Credit Parties; provided that to be binding no such amendment, change, waiver,
discharge or termination shall:

                  (a)    extend the Maturity Date without the consent of all the
         Lenders, or postpone or extend the time for any payment or prepayment
         of principal to any Lender without the consent of such Lender;

                  (b)    reduce the rate (other than as a result of waiving the
         applicability of any post-default increase in interest rates) or extend
         the time of payment of interest on any Loan made by or any fees
         hereunder for the account of any Lender without the consent of such
         Lender;

                  (c)    reduce or waive the principal amount of any Loan made
         by any Lender without the consent of such Lender;

                  (d)    increase or extend the Commitment of a Lender over the
         amount thereof in effect without the consent of such Lender (it being
         understood and agreed that a waiver of any Default or Event of Default
         or a waiver of any mandatory reduction in the Commitments shall not
         constitute an increase in the Commitment of any Lender);

                  (e)    except as otherwise permitted in this Credit Agreement
         or the Collateral Documents, release the Borrower or substantially all
         of the other Credit Parties from their respective obligations under the
         Credit Documents or release all or substantially all of the collateral
         pledged under the Collateral Documents, in each case, without the
         consent of all the Lenders;

                  (f)    amend, modify or waive any provision of this Section or
         Section 3.4(a), 3.4(b)(i), 3.7, 3.8, 9.1(a), 11.2, 11.3 or 11.5 without
         the consent of all the Lenders;

                  (g)    reduce any percentage specified in, or otherwise
         modify, the definition of Required Lenders without the consent of all
         the Lenders;

                  (h)    consent to the assignment or transfer by the Borrower
         or of any of its rights and obligations under (or in respect of) the
         Credit Documents except as permitted under Section 8.4 without the
         consent of all the Lenders; or

                  (i)    amend or modify any provision of (i) Section 10 without
         the consent of the Administrative Agent, (ii) Section 2.2 without the
         consent of the Issuing Lender or (iii) Section 2.3 without the consent
         of the Swing Line Lender.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any reorganization plan that affects the Loans or the
Letters of Credit, and each Lender acknowledges that the provisions of Section
1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set
forth herein and (y) the Required Lenders may consent to allow a Credit Party to
use cash collateral in the context of a bankruptcy or insolvency proceeding.

         11.7     Counterparts.
                  ------------

         This Credit Agreement may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of an executed
counterpart by telecopy shall be as effective as delivery of a manually executed
counterpart hereto and shall constitute a representation that an original
executed counterpart will be provided. It shall not be necessary in making proof
of this Credit Agreement to produce or account for more than one such
counterpart.

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<PAGE>

         11.8     Headings.
                  --------

         The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

         11.9     Defaulting Lender.
                  -----------------

         Each Lender understands and agrees that if such Lender is a Defaulting
Lender, then, notwithstanding the provisions of Section 11.6, it shall not be
entitled to vote on any matter requiring the consent of the Required Lenders or
to object to any matter requiring the consent of all the Lenders; provided,
however, that all other benefits and obligations under the Credit Documents
shall apply to such Defaulting Lender.

         11.10    Survival of Indemnification and Representations and
                  ---------------------------------------------------
                  Warranties.
                  ----------

         All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Credit Agreement,
the making of the Loans, the issuance of the Letters of Credit and the repayment
of the Loans, LOC Obligations and other Credit Party Obligations and the
termination of the Commitments hereunder. No representation or warranty made or
deemed made as of any date pursuant to any Section or subsection of this Credit
Agreement or any other Credit Document, or any other document, certificate or
statement delivered in connection therewith, shall be deemed by reason of this
Section 11.10 to have been made or deemed made as of any other date.

         11.11    Governing Law.
                  -------------

         THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         11.12    Waiver of Jury Trial; Waiver of Consequential Damages.
                  -----------------------------------------------------

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY. Each party agrees not to assert any claim
against any other party hereto or any of its Affiliates, or any of its
directors, officers, employees, attorneys or agents, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to any of the transactions contemplated herein.

         11.13    Time.
                  ----

         All references to time herein shall be references to Eastern Standard
Time or Eastern Daylight time, as the case may be, unless specified otherwise.

         11.14    Severability.
                  ------------

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

         11.15    Entirety; Continuing Agreement.
                  ------------------------------

                  (a)    This Credit Agreement together with the other Credit
         Documents represent the entire agreement of the parties hereto and
         thereto, and supersede all prior agreements and understandings, oral or
         written, if any, including any commitment letters or correspondence
         relating to the Credit Documents or the transactions contemplated
         herein and therein.

                  (b)    This Credit Agreement shall be a continuing agreement
         and shall remain in full force and effect until all Loans, LOC
         Obligations, interest, fees and other Credit Party Obligations (other
         than indemnity obligations that by the

62
<PAGE>

         terms thereof are stated to survive the termination of the Credit
         Documents) have been paid in full and all Commitments and Letters of
         Credit have been terminated. Upon termination, the Credit Parties shall
         have no further obligations (other than the indemnification provisions
         that survive) under the Credit Documents; provided that should any
         payment, in whole or in part, of the Credit Party Obligations be
         rescinded or otherwise required to be restored or returned by the
         Administrative Agent or any Lender, whether as a result of any
         proceedings in bankruptcy or reorganization or otherwise, then the
         Credit Documents shall automatically be reinstated and all amounts
         required to be restored or returned and all costs and expenses incurred
         by the Administrative Agent or any Lender in connection therewith shall
         be deemed included as part of the Credit Party Obligations.

         11.16    Binding Effect.
                  --------------

         This Credit Agreement shall become effective at such time when all of
the conditions set forth in Section 5.1 have been satisfied or waived by the
Lenders and it shall have been executed by the Borrower, the Guarantors and the
Administrative Agent, and the Administrative Agent shall have received copies
hereof (telefaxed or otherwise) which, when taken together, bear the signatures
of each Lender, and thereafter this Credit Agreement shall be binding upon and
inure to the benefit of the Borrower, the Guarantors, the Administrative Agent
and each Lender and their respective successors and assigns.

         11.17    Confidentiality.
                  ---------------

         Each Lender agrees that it will use its reasonable best efforts to keep
confidential and to cause any representative designated under Section 7.11 to
keep confidential any non-public information from time to time supplied to it
under any Credit Document; provided, however, that nothing herein shall prevent
the disclosure of any such information to (a) the extent a Lender in good faith
believes such disclosure is required by Requirement of Law, (b) counsel for a
Lender or to its accountants, (c) bank examiners or auditors or comparable
Persons, (d) any affiliate of a Lender, (e) any other Lender, or any assignee,
transferee or participant, or any potential assignee, transferee or participant,
of all or any portion of any Lender's rights under this Agreement who is
notified of the confidential nature of the information or (f) any other Person
in connection with any litigation to which any one or more of the Lenders is a
party; and provided further that no Lender shall have any obligation under this
Section 11.17 to the extent any such information becomes available on a
non-confidential basis from a source other than a Credit Party or that any
information becomes publicly available other than by a breach of this Section
11.17.

63
<PAGE>

         Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:
--------
                              COVANCE INC.,
                              a Delaware corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Corporate Senior Vice President and CFO


GUARANTORS:                   COVANCE PERIAPPROVAL SERVICES INC., a
----------                    Delaware corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Vice President


                              COVANCE LABORATORIES INC.,
                              a Delaware corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Senior Vice President


                              COVANCE RESEARCH PRODUCTS INC.,
                              a Pennsylvania corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Senior Vice President


                              COVANCE CENTRAL LABORATORY SERVICES
                              LIMITED PARTNERSHIP, an Indiana limited
                              partnership

                              By Covance Central Laboratory Services Inc., a
                              Delaware corporation, its General Partner

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Vice President


                              COVANCE PRECLINICAL CORPORATION,
                              a Washington corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Senior Vice President
<PAGE>

                              COVANCE CENTRAL LABORATORY SERVICES
                              INC., a Delaware corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Vice President


                              CJB INC.,
                              a Delaware corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: President


                              COVANCE HEALTH ECONOMICS AND
                              OUTCOMES SERVICES INC.,
                              a Delaware corporation

                              By: /s/ WILLIAM E. KLITGAARD
                                  -----------------------------------
                                  Name: William E. Klitgaard
                                  Title: Vice President
<PAGE>
LENDERS:
--------
                              BANK OF AMERICA, N.A.,
                              individually in its capacity as a
                              Lender and in its capacity as Administrative Agent

                              By: /s/ PAMELA R. LEVY
                                  -----------------------------------
                                  Name: Pamela R. Levy
                                  Title: Managing Director


                              BARCLAYS BANK PLC

                              By: /s/ MARLENE WECHSELBLATT
                                  -----------------------------------
                                  Name: Marlene Wechselblatt
                                  Title: Vice President


                              PNC BANK, NATIONAL ASSOCIATION

                              By: /s/ MICHAEL NARDO
                                  -----------------------------------
                                  Name: Michael Nardo
                                  Title: Managing Director


                              THE BANK OF NOVA SCOTIA

                              By: /s/ BRIAN ALLEN
                                  -----------------------------------
                                  Name: Brian Allen
                                  Title: Managing Director


                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                              By: /s/ WILLIAM J. DERASMO
                                  -----------------------------------
                                  Name: William J. Derasmo
                                  Title: Vice President

                           [Signature Pages Continue]
<PAGE>

                              THE CHASE MANHATTAN BANK

                              By: /s/ WING LEE-ONG
                                  -----------------------------------
                                  Name: Wing Lee-Ong
                                  Title: Vice President


                              NATIONAL CITY BANK

                              By: /s/ THOMAS J. MCDONNELL
                                  -----------------------------------
                                  Name: Thomas J. McDonnell
                                  Title: Senior Vice Presdient


                              THE DAI-ICHI KANGYO BANK, LTD.

                              By: /s/ ANDREAS PANTELI
                                  -----------------------------------
                                  Name: Andreas Panteli
                                  Title: Senior Vice President


                              FUJI BANK LTD.

                              By: /s/ RAYMOND VENTURA
                                  -----------------------------------
                                  Name: Raymond Ventura
                                  Title: Senior Vice President