<PAGE>

                                                                    Exhibit 10.3

                              AMENDED AND RESTATED
                          CREDIT AND GUARANTY AGREEMENT

                          DATED AS OF NOVEMBER 10, 2003

                                      AMONG

                           BERRY PLASTICS CORPORATION,

                            BPC HOLDING CORPORATION,

               CERTAIN SUBSIDIARIES OF BERRY PLASTICS CORPORATION
                                 AS GUARANTORS,

                                VARIOUS LENDERS,

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

                              JPMORGAN CHASE BANK,
                              AS SYNDICATION AGENT,

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

                                       AND

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

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

                  $480,000,000 SENIOR SECURED CREDIT FACILITIES

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
SECTION 1.      DEFINITIONS AND INTERPRETATION...................................................     2
        1.1.    Definitions......................................................................     2
        1.2.    Accounting Terms.................................................................    39
        1.3.    Interpretation, Etc..............................................................    40

SECTION 2.      LOANS AND LETTERS OF CREDIT......................................................    40
        2.1.    Term Loans.......................................................................    40
        2.2.    Delayed Draw Loans...............................................................    41
        2.3.    Revolving Loans..................................................................    42
        2.4.    Issuance of Letters of Credit and Purchase of Participations Therein.............    43
        2.5.    Swing Line Loans.................................................................    48
        2.6.    Pro Rata Shares; Availability of Funds...........................................    51
        2.7.    Use of Proceeds..................................................................    51
        2.8.    Evidence of Debt; Register; Lenders' Books and Records; Notes....................    52
        2.9.    Interest on Loans................................................................    53
        2.10.   Conversion/Continuation..........................................................    54
        2.11.   Default Interest.................................................................    55
        2.12.   Fees.............................................................................    55
        2.13.   Scheduled Payments/Commitment Reductions.........................................    57
        2.14.   Voluntary Prepayments/Commitment Reductions......................................    61
        2.15.   Mandatory Prepayments/Commitment Reductions......................................    62
        2.16.   Application of Prepayments/Reductions............................................    65
        2.17.   General Provisions Regarding Payments............................................    66
        2.18.   Ratable Sharing..................................................................    67
        2.19.   Making or Maintaining Eurodollar Rate Loans......................................    68
        2.20.   Increased Costs; Capital Adequacy................................................    70
        2.21.   Taxes; Withholding, Etc..........................................................    71
        2.22.   Obligation to Mitigate...........................................................    74
        2.23.   Defaulting Lenders...............................................................    75
        2.24.   Removal or Replacement of a Lender...............................................    76

SECTION 3.      CONDITIONS PRECEDENT.............................................................    77
        3.1.    Closing Date.....................................................................    77
        3.2.    Conditions to Each Credit Extension..............................................    83
        3.3.    Conditions to Effectiveness......................................................    85
        3.4.    Effect of Agreement on Other Credit Documents....................................    85

SECTION 4.      REPRESENTATIONS AND WARRANTIES...................................................    85
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
        4.1.    Organization; Requisite Power and Authority; Qualification.......................    86
        4.2.    Capital Stock and Ownership......................................................    86
        4.3.    Due Authorization................................................................    86
        4.4.    Guarantor Subsidiaries...........................................................    86
        4.5.    No Conflict......................................................................    86
        4.6.    Governmental Consents............................................................    87
        4.7.    Binding Obligation...............................................................    87
        4.8.    Historical Financial Statements..................................................    87
        4.9.    Projections......................................................................    87
        4.10.   No Material Adverse Change.......................................................    88
        4.11.   Adverse Proceedings, Etc.........................................................    88
        4.12.   Payment of Taxes.................................................................    88
        4.13.   Properties.......................................................................    88
        4.14.   Environmental Matters............................................................    89
        4.15.   No Defaults......................................................................    89
        4.16.   Governmental Regulation..........................................................    89
        4.17.   Margin Stock.....................................................................    90
        4.18.   Employee Matters.................................................................    90
        4.19.   Employee Benefit Plans...........................................................    90
        4.20.   Solvency.........................................................................    91
        4.21.   [Intentionally Omitted]..........................................................    91
        4.22.   Compliance with Statutes, Etc....................................................    91
        4.23.   Disclosure.......................................................................    91

SECTION 5.      AFFIRMATIVE COVENANTS............................................................    92
        5.1.    Financial Statements and Other Reports...........................................    92
        5.2.    Existence........................................................................    95
        5.3.    Payment of Taxes and Claims......................................................    95
        5.4.    Maintenance of Properties........................................................    96
        5.5.    Insurance........................................................................    96
        5.6.    Inspections......................................................................    96
        5.7.    Lenders Meetings.................................................................    97
        5.8.    Compliance with Laws.............................................................    97
        5.9.    Environmental....................................................................    97
        5.10.   Subsidiaries.....................................................................    98
        5.11.   Additional Material Real Estate Assets...........................................    99
        5.12.   Interest Rate Protection.........................................................    99
        5.13.   Further Assurances...............................................................    99
        5.14.   [Intentionally omitted.].........................................................   100

SECTION 6.      NEGATIVE COVENANTS...............................................................   100
        6.1.    Indebtedness.....................................................................   100
        6.2.    Liens............................................................................   103
        6.3.    Equitable Lien...................................................................   105
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
        6.4.    No Further Negative Pledges......................................................   105
        6.5.    Restricted Junior Payments.......................................................   106
        6.6.    Restrictions on Subsidiary Distributions.........................................   107
        6.7.    Investments......................................................................   107
        6.8.    Financial Covenants..............................................................   108
        6.9.    Fundamental Changes; Disposition of Assets; Acquisitions.........................   113
        6.10.   Disposal of Subsidiary Interests.................................................   115
        6.11.   Sales and Lease-Backs............................................................   115
        6.12.   Transactions with Shareholders and Affiliates....................................   115
        6.13.   Conduct of Business..............................................................   116
        6.14.   Permitted Activities of Holdings.................................................   116
        6.15.   Amendments or Waivers of Certain Related Agreements..............................   116
        6.16.   Amendments or Waivers of or with respect to Subordinated Indebtedness............   116
        6.17.   Fiscal Year......................................................................   117
        6.18.   Derivative Transactions..........................................................   117

SECTION 7.      GUARANTY.........................................................................   117
        7.1.    Guaranty of the Obligations......................................................   117
        7.2.    Contribution by Guarantors.......................................................   117
        7.3.    Payment by Guarantors............................................................   118
        7.4.    Liability of Guarantors Absolute.................................................   119
        7.5.    Waivers by Guarantors............................................................   121
        7.6.    Guarantors' Rights of Subrogation, Contribution, Etc.............................   122
        7.7.    Subordination of Other Obligations...............................................   122
        7.8.    Continuing Guaranty..............................................................   123
        7.9.    Authority of Guarantors or Company...............................................   123
        7.10.   Financial Condition of Company...................................................   123
        7.11.   Bankruptcy, Etc..................................................................   123
        7.12.   Discharge of Guaranty Upon Sale of Guarantor.....................................   124

SECTION 8.      EVENTS OF DEFAULT................................................................   124
        8.1.    Events of Default................................................................   124

SECTION 9.      AGENTS...........................................................................   128
        9.1.    Appointment of Agents............................................................   128
        9.2.    Powers and Duties................................................................   128
        9.3.    General Immunity.................................................................   129
        9.4.    Agents Entitled to Act as Lender.................................................   130
        9.5.    Lenders' Representations, Warranties and Acknowledgment..........................   130
        9.6.    Right to Indemnity...............................................................   130
        9.7.    Sub-Agents.......................................................................   131
        9.8.    Successor Administrative Agent, Collateral Agent and Swing Line Lender...........   131
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
        9.9.    Collateral Documents and Guaranty................................................   132

SECTION 10.     MISCELLANEOUS....................................................................   133
        10.1.   Notices..........................................................................   133
        10.2.   Expenses.........................................................................   133
        10.3.   Indemnity........................................................................   134
        10.4.   Set-Off..........................................................................   135
        10.5.   Amendments and Waivers...........................................................   135
        10.6.   Successors and Assigns; Participations...........................................   138
        10.7.   Independence of Covenants........................................................   141
        10.8.   Survival of Representations, Warranties and Agreements...........................   141
        10.9.   No Waiver; Remedies Cumulative...................................................   141
        10.10.  Marshalling; Payments Set Aside..................................................   142
        10.11.  Severability.....................................................................   142
        10.12.  Obligations Several; Independent Nature of Lenders' Rights.......................   142
        10.13.  Headings.........................................................................   142
        10.14.  APPLICABLE LAW...................................................................   142
        10.15.  CONSENT TO JURISDICTION..........................................................   143
        10.16.  WAIVER OF JURY TRIAL.............................................................   143
        10.17.  Confidentiality..................................................................   144
        10.18.  Usury Savings Clause.............................................................   145
        10.19.  Counterparts.....................................................................   145
        10.20.  Waiver of Certain Provisions Relating to the Landis
                Acquisition Subordinated Notes...................................................   145
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<S>                      <C>           <C>
APPENDICES:

                         A-1           Term Loan Commitments
                         A-2           Delayed Draw Commitments
                         A-3           Revolving Commitments
                         B             Notice Addresses

SCHEDULES:(1)

                         1.1           Redemption of Certain Existing Notes
                         3.1(l)        Closing Date Mortgaged Properties
                         4.1           Jurisdictions of Organization and Qualification
                         4.2           Capital Stock and Ownership
                         4.4           Guarantors
                         4.13          Real Estate Assets
                         4.14          Environmental Matters
                         6.1(g)        Surviving Indebtedness
                         6.2(l)        Certain Liens
                         6.7           Existing Investments
                         6.8(d)(iv)    Historical Quarters

EXHIBITS:(2)

                         A-1           Funding Notice
                         A-2           Conversion/Continuation Notice
                         A-3           Issuance Notice
                         B-1           Term Loan Note
                         B-2           Delayed Draw Loan Note
                         B-3           Revolving Loan Note
                         B-4           Swing Line Note
                         C             Compliance Certificate
                         D             Opinions of Counsel
                         E             Assignment Agreement
                         F             Certificate Re Non-bank Status
                         G-1           Closing Date Certificate
                         G-2           Solvency Certificate
                         H             Counterpart Agreement
                         I             Pledge and Security Agreement
                         J             Mortgage
</TABLE>

--------
(1)  Schedules 4.1 through 4.14, relating to the representations and warranties
     of the Credit Parties, will be updated and speak as of the effective date.
     Other schedules will not change from the Original Agreement.

(2)  The Exhibits will not change from the Original Agreement.

                                       -v-

<PAGE>

<TABLE>
<S>                      <C>           <C>
                         K             Landlord's Consent, Estoppel Certificate and Amendment
                         L             Intercompany Subordination Agreement
                         M             Joinder Agreement
</TABLE>

                                      -vi-

<PAGE>

                              AMENDED AND RESTATED
                          CREDIT AND GUARANTY AGREEMENT

                  This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated
as of November 10, 2003, is entered into by and among BERRY PLASTICS
CORPORATION, a Delaware corporation ("COMPANY"), BPC HOLDING CORPORATION, a
Delaware corporation ("HOLDINGS"), CERTAIN SUBSIDIARIES OF COMPANY, as
Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT
PARTNERS L.P. ("GSCP"), as Administrative Agent, (together with its permitted
successors in such capacity, "ADMINISTRATIVE AGENT"), JPMORGAN CHASE BANK
("JPMCB"), as Syndication Agent (together with its permitted successors and
assigns in such capacity, "SYNDICATION AGENT"), FLEET NATIONAL BANK, as
Collateral Agent (together with its permitted successors in such capacity,
"COLLATERAL AGENT"), Issuing Bank (together with its permitted successors in
such capacity, "ISSUING BANK") and Swing Line Lender (together with its
permitted successors in such capacity, "SWING LINE LENDER") and THE ROYAL BANK
OF SCOTLAND and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents
(together with their permitted successors and assigns in such capacity,
"CO-DOCUMENTATION AGENTS").

                                    RECITALS:

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

                  WHEREAS, Company is the borrower under the Credit and Guaranty
Agreement, dated as of July 22, 2002, by and among Company, Holdings, certain
Subsidiaries of Company as Guarantors, the Agents and various Lenders (the
"ORIGINAL AGREEMENT");

                  WHEREAS, the Term Loan Lenders have agreed to extend
$330,000,000 of Term Loans to Company for funding on the Effective Date, the
proceeds of which will be used to prepay outstanding Term Loans (as defined in
the Original Agreement) on the Term Loan Funding Date pursuant to Section 2.14
of the Original Agreement;

                  WHEREAS, the Delayed Draw Lenders have agreed to extend
$50,000,000 in Delayed Draw Commitments hereunder to replace the outstanding
Delayed Draw Commitments (as defined in the Original Agreement);

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

<PAGE>

Company or any Domestic Subsidiary and all Indebtedness owed to Company by any
Subsidiary;

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

                  WHEREAS, Company intends to acquire Landis Plastics, Inc., an
Illinois corporation ("LANDIS"), pursuant to an agreement and plan of merger
dated October 15, 2003 (the "LANDIS MERGER AGREEMENT") by and among Company,
Berry Plastics Acquisition Corporation IV, a Delaware corporation and a
wholly-owned subsidiary of Company ("MERGER SUB"), Landis, all shareholders of
Landis and the other parties thereto, which provides for the merger of Landis
with and into Merger Sub with Landis being the surviving corporation (the
"LANDIS ACQUISITION");

                  WHEREAS, Company intends to finance the Landis Acquisition
with internally-generated Cash (which would have been $25,000,000 assuming the
Landis Acquisition Closing Date had occurred on September 27, 2003) together
with (a) at least $80,000,000 and not more than $100,000,000 in proceeds from
the issuance of additional Senior Subordinated Notes pursuant to the Senior
Subordinated Notes Indenture (the "LANDIS ACQUISITION SENIOR SUBORDINATED
NOTES"), (b) at least $60,000,000 in proceeds to Company from the issuance of
common equity by Holdings, (c) $50,00,000 in proceeds from the borrowing of
Delayed Draw Loans hereunder and (d) proceeds of the borrowing of no more than
$10,000,000 in aggregate principal amount of Revolving Loans hereunder;

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

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

SECTION 1. DEFINITIONS AND INTERPRETATION

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

                                       -2-

<PAGE>

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

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

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

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

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

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

                                       -3-

<PAGE>

rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered
quotation rate to first class banks in the London interbank market by JPMCB for
deposits (for delivery on the first day of the relevant period) in Dollars of
amounts in same day funds comparable to the principal amount of the applicable
Loan of Administrative Agent, in its capacity as a Lender, for which the
Adjusted Eurodollar Rate is then being determined with maturities comparable to
such period as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b)
the Applicable Reserve Requirement.

                  "ADMINISTRATIVE AGENT" as defined in the preamble hereto.

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

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

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

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

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

                  "AGGREGATE AMOUNTS DUE" as defined in Section 2.18.

                  "AGGREGATE PAYMENTS" as defined in Section 7.2.

                                       -4-

<PAGE>

                  "AGREEMENT" means this Amended and Restated Credit and
Guaranty Agreement, dated as of November 10, 2003, as it may be amended,
supplemented or otherwise modified from time to time.

                  "APPLICABLE DELAYED DRAW COMMITMENT FEE PERCENTAGE" means
0.75% per annum.

                  "APPLICABLE MARGIN" and "APPLICABLE REVOLVING COMMITMENT FEE
PERCENTAGE" mean (i) with respect to Revolving Loans that are Eurodollar Rate
Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the
Closing Date until the date of delivery of the Compliance Certificate and the
financial statements for the Fiscal Quarter ending on or near March 30, 2003, a
percentage, per annum, determined by reference to the following table as if the
Leverage Ratio then in effect were in excess of 4.5:1.00; and (b) thereafter, a
percentage, per annum, determined by reference to the Leverage Ratio in effect
from time to time as set forth below:

<TABLE>
<CAPTION>
                                                       APPLICABLE REVOLVING
   LEVERAGE             APPLICABLE MARGIN                   COMMITMENT
    RATIO              FOR REVOLVING LOANS                FEE PERCENTAGE
---------------------------------------------------------------------------
<S>                    <C>                             <C>
> or = 4.50 : 1.00           2.75%                            0.50 %
---------------------------------------------------------------------------
     < 4.50 : 1.00           2.50%                            0.50 %
> or = 4.00 : 1.00
---------------------------------------------------------------------------
     < 4.00 : 1.00           2.25%                           0.375 %
> or = 3.50 : 1.00
---------------------------------------------------------------------------
     < 3.50 : 1.00           2.00%                           0.375 %
</TABLE>

and (ii) with respect to Swing Line Loans and Revolving Loans that are Base Rate
Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as
set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per
annum. No change in the Applicable Margin or the Applicable Revolving Commitment
Fee Percentage shall be effective until three Business Days after the date on
which Administrative Agent shall have received the applicable financial
statements and a Compliance Certificate pursuant to Section 5.1(d) calculating
the Leverage Ratio. At any time Company has not submitted to Administrative
Agent the applicable information as and when required under Section 5.1(d), the
Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall
be determined as if the Leverage Ratio were in excess of 4.5:1.00. Within one
Business Day of receipt of the applicable information under Section 5.1(d),
Administrative Agent shall give each Lender telefacsimile or telephonic notice
(confirmed in writing) of the Applicable Margin and the Applicable Revolving
Commitment Fee Percentage in effect from such date.

                                       -5-

<PAGE>

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

                  "ASSET SALE" means a sale, lease or sub-lease (as lessor or
sublessor), assignment, conveyance, transfer or other disposition to, or any
exchange of property with, any Person (other than Holdings, Company or any
Guarantor Subsidiary), in one transaction or a series of transactions, of all or
any part of Holdings' or any of its Subsidiaries' businesses, assets or
properties of any kind, whether real, personal, or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, including, without
limitation, the Capital Stock of any of Holdings' Subsidiaries, other than (i)
inventory sold or leased in the ordinary course of business of Company and its
Subsidiaries (excluding any such sales by operations or divisions discontinued
or to be discontinued), (ii) Cash Equivalents sold for Cash or Cash Equivalents
in the ordinary course of business of Company and its Subsidiaries, (iii) the
sale or discount without recourse of accounts receivable only in connection with
the compromise thereof or the assignment of past-due accounts receivable for
collection, (iv) sale and lease-back transactions permitted under Section 6.11,
and (v) sales of other assets for aggregate consideration of less than
$2,000,000 with respect to any transaction or series of related transactions,
provided, all sales pursuant to clause (v) during any Fiscal Year do not exceed
$5,000,000 in the aggregate.

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

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

                                       -6-

<PAGE>

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

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

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

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

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

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

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

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

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

                  "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (A) issued or directly and unconditionally guaranteed as
to interest and principal by the United States of America or (B) issued by any
agency of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America, in each

                                       -7-

<PAGE>

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

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

                  "CHANGE OF CONTROL" means, at any time, (i) at least 51% on a
fully-diluted basis of the outstanding voting power of the Voting Stock of
Holdings shall cease to be beneficially owned and controlled by one or more of
the Sponsors; (ii) any person or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act) other than one or more of the Sponsors (A) shall
beneficially own a percentage of the economic interests in the Voting Stock of
Holdings on a fully-diluted basis that is greater than the percentage of the
economic interests in the Voting Stock of Holdings on a fully-diluted basis then
held by the Sponsors, taken together, or (B) shall have obtained the power
(whether or not exercised) to elect a majority of the members of the board of
directors (or similar governing body) of Holdings; (iii) Holdings shall cease to
beneficially own and control 100% on a fully-diluted basis of the outstanding
economic and voting interest in the Capital Stock of Company; (iv) the majority
of the seats (other than vacant seats) on the board of directors (or similar
governing body) of Holdings cease to be occupied by

                                       -8-

<PAGE>

Persons who either (a) were members of the board of directors of the Holdings on
the Closing Date or (b) were either (x) nominated for election by the board of
directors of Holdings, a majority of whom were directors on the Closing Date or
whose election or nomination for election was previously approved by a majority
of such directors or (y) designated or appointed by Sponsor; or (v) any "change
of control" or similar event under the Senior Subordinated Note Documents shall
occur.

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

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

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

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

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

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

                  "COLLATERAL AGENT" as defined in the preamble hereto.

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

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

                  "COMPANY" as defined in the preamble hereto.

                                       -9-

<PAGE>

                  "COMMITMENT" means any Revolving Commitment, Term Loan
Commitment or Delayed Draw Commitment.

                  "COMMITMENT PERIOD" means the Delayed Draw Commitment Period
or the Revolving Commitment Period.

                  "COMMITMENT TERMINATION DATE" means the Delayed Draw
Commitment Termination Date or the Revolving Commitment Termination Date.

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

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

                  "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate of all expenditures of Holdings and its Subsidiaries during such
period determined on a consolidated basis that, in accordance with GAAP, are
included in "purchase of property and equipment" or similar items reflected in
the consolidated statement of cash flows of Holdings and its Subsidiaries, other
than any amount of such expenditures that constitute Permitted Acquisition
Expenses or the permitted application of Net Insurance/Condemnation Proceeds in
accordance with Section 2.15(b).

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

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

                  "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Holdings and its Subsidiaries on a
consolidated basis

                                      -10-

<PAGE>

that may properly be classified as current liabilities in conformity with GAAP,
excluding the current portion of long term debt.

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

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

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

                                      -11-

<PAGE>

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

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

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

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

                  "CONTRIBUTING GUARANTORS" as defined in Section 7.2.

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

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

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

                  "CREDIT DATE" means the date of a Credit Extension.

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

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

                                      -12-

<PAGE>

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

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

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

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

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

                  "DEFAULTING LENDER" as defined in Section 2.23.

                  "DEFAULTED LOAN" as defined in Section 2.23.

                  "DELAYED DRAW COMMITMENT" means the commitment of a Lender to
make or otherwise fund a Delayed Draw Loan and "DELAYED DRAW COMMITMENTS" means
such commitments of all Lenders in the aggregate. The amount of each Lender's
Delayed Draw Commitment, if any, is set forth in Appendix A-1 or in the
applicable Assignment Agreement subject to any adjustment or reduction pursuant
to the terms and conditions hereof. The aggregate amount of the Delayed Draw
Commitments as of the Closing Date is $50,000,000.

                                      -13-

<PAGE>

                  "DELAYED DRAW COMMITMENT PERIOD" means the period from the
Closing Date to but excluding the Delayed Draw Commitment Termination Date.

                  "DELAYED DRAW COMMITMENT TERMINATION DATE" means the earliest
to occur of (i) May 10, 2004, (ii) the date the Delayed Draw Commitments are
permanently reduced to zero pursuant to Section 2.14(b) or 2.15 and (iii) the
date of termination of the Delayed Draw Commitments pursuant to Section 8.1.

                  "DELAYED DRAW INSTALLMENT" as defined in Section 2.13(b).

                  "DELAYED DRAW INSTALLMENT DATE" as defined in Section 2.13(b).

                  "DELAYED DRAW LOAN" means a Loan made by a Lender to Company
pursuant to Section 2.2.

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

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

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

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

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

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

                  "EFFECTIVE DATE" as defined in Section 3.3.

                  "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any
Lender and any Related Fund (any two or more Related Funds being treated as a
single Eligible

                                      -14-

<PAGE>

Assignee for all purposes hereof), and (ii) any commercial bank, insurance
company, investment or mutual fund or other entity that is an "accredited
investor" (as defined in Regulation D under the Securities Act) and which
extends credit or buys loans as one of its businesses; provided, no Affiliate of
Holdings shall be an Eligible Assignee.

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

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

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

                  "ENVIRONMENTAL LAWS" means any and all current or future
foreign or domestic, federal or state (or any subdivision of either of them),
statutes, ordinances, orders, rules, regulations, judgments, Governmental
Authorizations, or any other requirements of Governmental Authorities relating
to (i) environmental matters, including those relating to any Hazardous
Materials Activity; (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials; or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

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

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

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

                  "ERISA AFFILIATE" means, as applied to any Person, (i) any
corporation which is a member of a controlled group of corporations within the
meaning of Section

                                      -15-

<PAGE>

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

                  "ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with
respect to any Pension Plan (whether or not waived in accordance with Section
412(d) of the Internal Revenue Code) or the failure to make by its due date a
required installment under Section 412(m) of the Internal Revenue Code with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan resulting in liability to Holdings, any
of its Subsidiaries or any of their respective Affiliates pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
could reasonably be likely to constitute grounds under ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of liability on Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in
a complete or partial withdrawal (within the meaning of Sections 4203 and 4205
of ERISA) from any Multiemployer Plan if there is any potential liability
therefore, or the receipt by Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that
it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could reasonably be expected
to give rise to the imposition on Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates of fines, penalties, taxes or related charges
under Chapter 43 of the Internal Revenue Code or under Section 409, Section
502(c), (i) or (l), or Section

                                      -16-

<PAGE>

4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a
material claim (other than routine claims for benefits) against any Employee
Benefit Plan other than a Multiemployer Plan or the assets thereof, or against
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in
connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue
Service of notice of the failure of any Pension Plan (or any other Employee
Benefit Plan intended to be qualified under Section 401(a) of the Internal
Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or
the failure of any trust forming part of any Pension Plan to qualify for
exemption from taxation under Section 501(a) of the Internal Revenue Code; or
(xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

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

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

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

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

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

                                      -17-

<PAGE>

Lender or Non-U.S. Lender (or its assignor, if any) was entitled, at the time of
assignment or designation of a new lending office, as the case may be, to
receive additional amounts from Company with respect to such withholding tax
pursuant to Section 2.21(c).

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

                  "FAIR SHARE" as defined in Section 7.2.

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

                  "FAIR SHARE SHORTFALL" as defined in Section 7.2.

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

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

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

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

                  "FIRST PRIORITY" means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that such Lien
is the only Lien to

                                      -18-

<PAGE>

which such Collateral is subject, other than Permitted Liens described in
clauses (a) through (n) of Section 6.2.

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

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

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

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

                  "FUNDING DEFAULT" as defined in Section 2.23.

                  "FUNDING GUARANTORS" as defined in Section 7.2.

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

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

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

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

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

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

                  "GSCP" as defined in the preamble hereto.

                                      -19-

<PAGE>

                  "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

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

                  "GUARANTOR SUBSIDIARY" means each Guarantor other than
Holdings.

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

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

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

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

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

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

                  "HOLDINGS" as defined in the preamble hereto.

                                      -20-

<PAGE>

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

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

                  "INDEMNIFIED LIABILITIES" means, collectively, any and all
liabilities, obligations, losses, damages, penalties, claims (including
Environmental Claims), costs (including the costs of any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be

                                      -21-

<PAGE>

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

                  "INDEMNITEE" as defined in Section 10.3.

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

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

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

                  "INTEREST PERIOD" means, in connection with a Eurodollar Rate
Loan, an interest period of one-, two-, three- or six-months, as selected by
Company in the applicable Funding Notice or Conversion/Continuation Notice, (i)
initially, commencing on the Credit Date or Conversion/Continuation Date
thereof, as the case may be; and (ii) thereafter, commencing on the day on which
the immediately preceding Interest Period expires; provided, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest
Period shall expire on the next succeeding Business

                                      -22-

<PAGE>

Day unless no further Business Day occurs in such month, in which case such
Interest Period shall expire on the immediately preceding Business Day; (b) any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clauses (c) and (d), of
this definition, end on the last Business Day of a calendar month; (c) no
Interest Period with respect to any portion of any Term Loans shall extend
beyond the Term Loan Maturity Date; (d) no Interest Period with respect to any
portion of any Delayed Draw Loan shall extend beyond the Delayed Draw Loan
Maturity Date; and (e) no Interest Period with respect to any portion of the
Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

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

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

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

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

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

                  "ISSUING BANK" as defined in the preamble.

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

                                      -23-

<PAGE>

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

                  "JPMCB" as defined in the preamble hereto.

                  "LANDIS" as defined in the preamble hereto.

                  "LANDIS ACQUISITION" as defined in the preamble hereto.

                  "LANDIS ACQUISITION CLOSING DATE" means the date prior to the
Delayed Draw Termination Commitment Date on which the Landis Acquisition is
consummated.

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

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

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

                  "LANDIS ACQUISITION SENIOR SUBORDINATED NOTES" means as
defined in the recitals hereto.

                  "LANDIS MERGER AGREEMENT" as defined in the recitals hereto.

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

                                      -24-

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -25-

<PAGE>

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

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

                  "LOAN" means a Delayed Draw Loan, a Term Loan, a Swing line
Loan, and a Revolving Loan.

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

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

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

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

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

                                      -26-

<PAGE>

                  "MERGER FINANCING REQUIREMENTS" means the aggregate amount
necessary to pay (i) the cash portion of the consideration due to shareholders
of Holdings under the Merger Agreement, (ii) the costs of prepaying, redeeming
or purchasing the Indebtedness of Holdings and Company to be paid on the Closing
Date and thereafter pursuant to redemption notices to be delivered on the
Closing Date and (iii) all other Transaction Costs, in each of cases (i), (ii)
and (iii) in accordance with the Merger Agreement and Schedule 1.1.

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

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

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

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

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

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

                  "NET CURRENT ASSETS" means, for any Person as at any date of
determination, the difference (which may be a negative number) between (i) the
total assets of such Person that may properly be classified as current assets in
conformity with

                                      -27-

<PAGE>

GAAP, excluding Cash and Cash Equivalents, minus (ii) the total liabilities of
such Person that may properly be classified as current liabilities in conformity
with GAAP, excluding the current portion of long term debt.

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

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

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

                  "NOTE" means a Delayed Draw Loan Note, a Term Loan Note, a
Swing Line Note, or a Revolving Loan Note.

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

                  "OBLIGATIONS" means all obligations of every nature of each
Credit Party from time to time owed to the Agents (including former Agents), the
Lenders or any Lender Counterparties, under any Credit Document or Financial
Hedge Agreement (including, without limitation, with respect to a Financial
Hedge Agreement, obligations owed thereunder to any person who was a Lender or
an Affiliate of a Lender at the time such Financial Hedge Agreement was entered
into), whether for principal, interest (including interest which, but for the
filing of a petition in bankruptcy with respect to such Credit Party, would have
accrued on any Obligation, whether or not a claim is allowed against such Credit
Party for such interest in the related bankruptcy proceeding),

                                      -28-

<PAGE>

reimbursement of amounts drawn under Letters of Credit, payments for early
termination of Financial Hedge Agreements, fees, expenses, indemnification or
otherwise and all Obligations of each Credit Party under the Original Agreement
that survive the amendment and restatement thereof in accordance with its terms.

                  "OBLIGEE GUARANTOR" as defined in Section 7.7.

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

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

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

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

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

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

                           (iii)    in the case of the acquisition of Capital
         Stock of any Person, (A) at least 80% on a fully-diluted basis of each
         class of the Capital Stock acquired or otherwise issued by such Person
         or any newly formed Subsidiary of Company in connection with such
         acquisition shall be owned beneficially and as of record by Company or
         a Wholly-Owned Guarantor Subsidiary thereof, and all other such Capital
         Stock shall be owned beneficially and as of record by one or more
         officers, directors, employees or founders of such Person, and (B)
         Company

                                      -29-

<PAGE>

         shall have taken, or caused to be taken, as of the date such Person
         becomes a Subsidiary, each of the actions set forth in Sections 5.10
         and/or 5.11, as applicable;

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

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

                                    (A)      solely in the case of an
                  acquisition (x) financed in whole or in part with the proceeds
                  of Delayed Draw Loans or (y) in respect of which the aggregate
                  amount of Permitted Acquisition Expenses exceed, $20,000,000,
                  a Compliance Certificate evidencing compliance with Section
                  6.8 as required under clause (iv) above;

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

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

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

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

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

                                      -30-

<PAGE>

         Subsidiaries of Holdings (including Company) as of the last day of the
         Fiscal Quarter recently ended and (B) at least 80% of the consolidated
         revenues of Holdings and its Subsidiaries for the last four full Fiscal
         Quarters recently ended;

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

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

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

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

                  "PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts,

                                      -31-

<PAGE>

banks, trust companies, land trusts, business trusts or other organizations,
whether or not legal entities, and Governmental Authorities.

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

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

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

                  "PROJECTIONS" as defined in Section 4.9.

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

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

                  "RECORD DOCUMENT" means, with respect to any Leasehold
Property, (i) the lease evidencing such Leasehold Property or a memorandum
thereof, executed and acknowledged by the owner of the affected real property,
as lessor, or (ii) if such Leasehold Property was acquired or subleased from the
holder of a Recorded Leasehold

                                      -32-

<PAGE>

Interest, the applicable assignment or sublease document, executed and
acknowledged by such holder, in each case in form sufficient to give such
constructive notice upon recordation and otherwise in form reasonably
satisfactory to Collateral Agent.

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

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

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

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

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

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

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

                  "REPLACEMENT LENDER" as defined in Section 2.24.

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

                  "REQUISITE LENDERS" means one or more Lenders having or
holding Delayed Draw Loan Exposure, Term Loan Exposure and/or Revolving Exposure
and representing more than 50% of the sum of (i) the aggregate Delayed Draw Loan

                                      -33-
<PAGE>

Exposure of all Lenders, (ii) the aggregate Term Loan Exposure of all Lenders
and (iii) the aggregate Revolving Exposure of all Lenders.

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

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

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

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

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

                                      -34-
<PAGE>

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

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

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

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

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

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

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

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

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

                  "SENIOR SUBORDINATED NOTES" means the Senior Subordinated
Notes of Company in the aggregate principal amount not to exceed $440,000,000 at
any time outstanding (plus (i) any such notes issued as payment of interest on
Senior Subordinated Notes and (ii) any additional subordinated notes issued as
permitted by clause (ii) or (iii) of Section 6.1(c)) and issued pursuant to the
Senior Subordinated Note Indenture, with such changes thereto when executed as
are permitted under Section 6.16 and as such

                                      -35-
<PAGE>

notes may thereafter be amended, restated, supplemented or otherwise modified
from time to time to the extent permitted under Section 6.16.

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

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

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

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

                  "MERGER SUB" as defined in the recitals hereto.

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

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

                                      -36-
<PAGE>

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

                  "SURVIVING CAPITAL LEASES" mean the Capital Leases of Company
that survive the consummation of the Merger in an aggregate amount not to exceed
$19,300,000 as designated in Schedule 6.1(g).

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

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

                  "SWING LINE LENDER" as defined in the preamble..

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

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

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

                  "SYNDICATION AGENT" as defined in the preamble.

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

                                      -37-
<PAGE>

Lender, its lending office) is located or in which that Person (and/or, in the
case of a Lender, its lending office) is deemed to be doing business on all or
part of the net income, profits or gains (whether worldwide, or only insofar as
such income, profits or gains are considered to arise in or to relate to a
particular jurisdiction, or otherwise) of that Person (and/or, in the case of a
Lender, its applicable lending office).

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

                  "TERM LOAN COMMITMENT" means the commitment of a Lender to
make or otherwise fund any Term Loan hereunder, and "TERM LOAN COMMITMENTS"
means such commitments of all Lenders in the aggregate. The amount of each
Lender's Term Loan Commitment, if any, is set forth in Appendix A-1. The
aggregate Term Loan Commitments shall equal $330,000,000.

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

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

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

                  "TERM LOAN LENDER" means each financial institution listed on
the signature pages hereto as a Term Loan Lender.

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

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

                  "TERMINATED LENDER" as defined in Section 2.24.

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

                  "TRANSACTION COSTS" means the fees, costs and expenses payable
by Holdings, Company or any of Company's Subsidiaries on or before the Closing
Date in

                                      -38-
<PAGE>

connection with the transactions contemplated by the Credit Documents and the
Related Agreements.

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

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

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

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

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

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

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

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

                                      -39-
<PAGE>

hereof shall utilize accounting principles and policies in conformity with those
used to prepare the Historical Financial Statements.

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

SECTION 2. LOANS AND LETTERS OF CREDIT

         2.1.     TERM LOANS.

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

                  (b)      Borrowing Mechanics for Term Loans.

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

                                      -40-
<PAGE>

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

         2.2.     DELAYED DRAW LOANS

                  (a)      Delayed Draw Commitments. On the Landis Acquisition
Closing Date, each Lender severally agrees to make one or more Delayed Draw
Loans in an amount up to but not exceeding such Lender's Delayed Draw
Commitment. Any amount borrowed under this Section 2.2(a) and subsequently
repaid or prepaid may not be reborrowed. Subject to Sections 2.14(a) and 2.15,
all amounts owed hereunder with respect to the Delayed Draw Loans shall be paid
in full no later than the Delayed Draw Loan Maturity Date. Each Lender's Delayed
Draw Commitment shall expire on the earlier of (i) the Delayed Draw Commitment
Termination Date and (ii) the Landis Acquisition Closing Date (after giving
effect to the funding of such Lender's Delayed Draw Commitment on such date).

                  (b)      Borrowing Mechanics for Delayed Draw Loans.

                           (i)      Delayed Draw Loans shall be made in an
         aggregate minimum amount of $5,000,000 and integral multiples of
         $500,000 in excess of that amount.

                           (ii)     Whenever Company desires that Lenders make
         Delayed Draw Loans, Company shall deliver to Administrative Agent a
         fully executed and delivered Funding Notice no later than 11:00 a.m.
         (New York City time) at least three Business Days in advance of the
         proposed Credit Date in the case of a Eurodollar Rate Loan, and at
         least one Business Day in advance of the proposed Credit Date in the
         case of a Delayed Draw Loan that is a Base Rate Loan. For purposes of
         this Section 2.2(b)(ii), no Funding Notice shall be deemed to be fully
         executed and delivered unless such Funding Notice includes
         certification that the proceeds of the drawing shall be used only to
         pay Landis Acquisition Financing Requirements on the date of such
         drawing. Except as otherwise provided herein, a Funding Notice for a
         Delayed Draw Loan that is a Eurodollar Rate Loan shall be irrevocable
         on and after the related Interest Rate Determination Date, and Company
         shall be bound to make a borrowing in accordance therewith.

                                      -41-
<PAGE>

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

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

         2.3.     REVOLVING LOANS.

                  (a)      Revolving Commitments. During the Revolving
Commitment Period, subject to the terms and conditions hereof, each Lender
severally agrees to make Revolving Loans to Company in the aggregate amount up
to but not exceeding such Lender's Revolving Commitment; provided, after giving
effect to the making of any Revolving Loans in no event shall the Total
Utilization of Revolving Commitments exceed the Revolving Commitments then in
effect. Amounts borrowed pursuant to this Section 2.3(a) may be repaid and
reborrowed during the Revolving Commitment Period. Each Lender's Revolving
Commitment shall expire on the Revolving Commitment Termination Date and all
Revolving Loans and all other amounts owed hereunder with respect to the
Revolving Loans and the Revolving Commitments shall be paid in full no later
than such date.

                  (b)      Borrowing Mechanics for Revolving Loans.

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

                                      -42-
<PAGE>

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

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

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

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

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

                                      -43-
<PAGE>

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

                  (c)      Expiration Date. Each Letter of Credit shall expire
at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii)
the date that is five Business Days prior to the Revolving Commitment
Termination Date.

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

                                      -44-
<PAGE>

be affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

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

                  (f)      Obligations Absolute. The Company's obligation to
reimburse Letter of Credit Disbursements as provided in paragraph (e) of this
Section shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented

                                      -45-
<PAGE>

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

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

                  (h)      Interim Interest. If Issuing Bank shall make any
Letter of Credit Disbursement, then, unless Company shall reimburse such Letter
of Credit Disbursement in full on the date such Letter of Credit Disbursement is
made, the unpaid amount thereof

                                      -46-
<PAGE>

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

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

                  (j)      Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that Company receives notice from
Administrative Agent or the Requisite Class Lenders (or, if the maturity of the
Loans has been accelerated, Issuing Bank) demanding the deposit of cash
collateral pursuant to this paragraph, Company shall deposit in an account with
Administrative Agent, in the name of Administrative Agent and for the benefit of
the Lenders, an amount in cash equal to the Letter of Credit Exposure as of such
date plus any accrued and unpaid interest thereon; provided, the obligation to
deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without

                                      -47-
<PAGE>

demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to Company described in Section 8.1(f) or 8.1(g). Such deposit
shall be held by Administrative Agent as collateral for the payment and
performance of the obligations of Company under this Agreement. Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of Administrative Agent and at Company's risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by Administrative Agent to reimburse Issuing Bank for Letter of Credit
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
Company at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Issuing Bank), be applied to satisfy other obligations
of Company under this Agreement. If Company is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be promptly returned
to Company after all Events of Default have been cured or waived.

         2.5.     SWING LINE LOANS.

                  (a)      Swing Line Loans Commitment. During the Revolving
Commitment Period, subject to the terms and conditions hereof, Swing Line Lender
hereby agrees to make Swing Line Loans to Company in the aggregate amount up to
but not exceeding the Swing Line Sublimit; provided, after giving effect to the
making of any Swing Line Loan, in no event shall the Total Utilization of
Revolving Commitments exceed the Revolving Commitments then in effect. Amounts
borrowed pursuant to this Section 2.5 may be repaid and reborrowed during the
Revolving Commitment Period. Swing Line Lender's Revolving Commitment shall
expire on the Revolving Commitment Termination Date and Company shall repay the
then unpaid principal amount of each Swing Line Loan and any accrued and unpaid
interest thereon as of the earlier of (i) the Revolving Commitment Termination
Date, (ii) any date on which Company is borrowing Revolving Loans or Delayed
Draw Loans and (iii) the first date at least two Business Days after such Swing
Line Loan is made that is the 15th or last day of any calendar month.

                  (b)      Borrowing Mechanics for Swing Line Loans.

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

                           (ii)     Whenever Company desires that Swing Line
         Lender make a Swing Line Loan, Company shall deliver to Swing Line
         Lender, with a copy to

                                      -48-
<PAGE>

         Agents (subject to Section 3.2(b)) a Funding Notice no later than 12:00
         p.m. (New York City time) on the proposed Credit Date.

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

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

                                      -49-
<PAGE>

         Company from Swing Line Lender in bankruptcy, by assignment for the
         benefit of creditors or otherwise, the loss of the amount so recovered
         shall be ratably shared among all the Revolving Lenders.

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

                           (vi)     Notwithstanding anything contained herein to
         the contrary, (1) each Lender's obligation to make Revolving Loans for
         the purpose of repaying any Refunded Swing Line Loans pursuant to the
         second preceding paragraph and each Lender's obligation to purchase a
         participation in any unpaid Swing Line Loans pursuant to the
         immediately preceding paragraph shall be absolute and unconditional and
         shall not be affected by any circumstance, including without limitation
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against Swing Line Lender, any Credit Party or any
         other Person for any reason whatsoever; (B) the occurrence or
         continuation of a Default or Event of Default; (C) any adverse change
         in the business, operations, properties, assets, condition (financial
         or otherwise) or prospects of any Credit Party; (D) any breach of this
         Agreement or any other Credit Document by any party thereto; or (E) any
         other circumstance, happening or event whatsoever, whether or not
         similar to any of the foregoing; and (2) Swing Line Lender shall not be
         obligated to make any Swing Line Loans (A) if it has elected not to do
         so after the occurrence and during the continuation of a Default or
         Event of Default or (B) at a time when a Funding Default exists unless
         Swing Line Lender has entered into arrangements satisfactory to it and
         Company to eliminate Swing Line Lender's risk with respect to the
         Defaulting

                                      -50-
<PAGE>

         Lender's participation in such Swing Ling Loan, including by cash
         collateralizing such Defaulting Lender's Pro Rata Share of the
         outstanding Swing Line Loans.

         2.6.     PRO RATA SHARES; AVAILABILITY OF FUNDS.

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

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

         2.7.     USE OF PROCEEDS. The proceeds of the Term Loans made on the
Effective Date shall be applied by Company on the Effective Date to prepay Term
Loans (as defined in the Original Agreement) outstanding under the Original
Agreement and, after prepayment of such Term Loans in full, otherwise for
working capital and general corporate purposes of the Company and its
Subsidiaries. The proceeds of the Revolving Loans, Swing Line Loans and Letters
of Credit made after the Closing Date shall be

                                      -51-
<PAGE>

applied by Company for Permitted Acquisition Expenses, working capital and
general corporate purposes of Company and its Subsidiaries; provided, however,
in no event will the proceeds of Revolving Loans be used for the purposes of
prepaying Loans as permitted under Section 2.14 hereof. The proceeds of the
Delayed Draw Loans shall be used solely to pay Landis Acquisition Financing
Requirements. No portion of the proceeds of any Credit Extension shall be used
in any manner that causes or might cause such Credit Extension or the
application of such proceeds to violate Regulation T, Regulation U or Regulation
X of the Board of Governors of the Federal Reserve System or any other
regulation thereof or to violate the Exchange Act.

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

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

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

                  (c)      Notes. If so requested by any Lender by written
notice to Company (with a copy to Administrative Agent) at least two Business
Days prior to the Effective Date, or at any time thereafter, Company shall
execute and deliver to such Lender (and/or, if applicable and if so specified in
such notice, to any Person who is an assignee of such Lender pursuant to Section
10.6) on the Effective Date (or, if such notice is delivered after the Effective
Date, promptly after Company's receipt of such

                                      -52-
<PAGE>

notice) a Note or Notes to evidence such Lender's Term Loan, Delayed Draw Loan,
Swing Line Loan or Revolving Loan, as the case may be.

         2.9.     INTEREST ON LOANS.

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

                           (i)      in the case of Revolving Loans:

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

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

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

                           (iii)    in the case of Term Loan and Delayed Draw
         Loans:

                                    (1)      if a Base Rate Loan, at the Base
                  Rate plus 1.50% per annum; or

                                    (2)      if a Eurodollar Rate Loan, at the
                  Adjusted Eurodollar Rate plus 2.50% per annum.

                  (b)      The basis for determining the rate of interest with
respect to any Loan (except a Swing Line Loan), and the Interest Period with
respect to any Eurodollar Rate Loan, shall be selected by Company and notified
to Administrative Agent and Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be; provided, until the earlier
of (A) the date that Administration Agent notifies Company that the primary
syndication of the Term Loans and Delayed Draw Commitments has been completed
and (B) the date that is 60 days following the Effective Date, the Term Loans
shall be maintained as either (1) Eurodollar Rate Loans having an Interest
Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan
is outstanding with respect to which a Funding Notice or Conversion/Continuation
Notice has not been delivered to Administrative Agent in accordance with the
terms hereof specifying the applicable basis for determining the rate of
interest, then for that day such Loan shall be a Base Rate Loan. Swing Line
Loans shall be made and maintained only as Base Rate Loans.

                  (c)      In connection with Eurodollar Rate Loans there shall
be no more than ten Interest Periods outstanding at any time. In the event
Company fails to specify

                                      -53-
<PAGE>

between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding
Notice or Conversion/Continuation Notice, such Loan (if outstanding as a
Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on
the last day of the then-current Interest Period for such Loan (or if
outstanding as a Base Rate Loan will remain as, or (if not then outstanding)
will be made as, a Base Rate Loan). In the event Company fails to specify an
Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or
Conversion/Continuation Notice, Company shall be deemed to have selected an
Interest Period of one month. As soon as practicable after 10:00 a.m. (New York
City time) on each Interest Rate Determination Date, Administrative Agent shall
determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in
writing or by telephone confirmed in writing) to Company and each Lender.

                  (d)      Interest payable pursuant to Section 2.8(a) shall be
computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day
year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the
basis of a 360-day year, in each case for the actual number of days elapsed in
the period during which it accrues. In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided, if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.

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

         2.10.    CONVERSION/CONTINUATION.

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

                           (i)      to convert at any time all or any part of
         any Loan equal to $500,000 and integral multiples of $100,000 in excess
         of that amount from one Type of Loan to another Type of Loan; provided,
         a Eurodollar Rate Loan may

                                      -54-
<PAGE>

         only be converted on the expiration of the Interest Period applicable
         to such Eurodollar Rate Loan unless Company shall pay all amounts due
         under Section 2.19 in connection with any such conversion; or

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

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

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

         2.12.    FEES.

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

                           (i)      commitment fees equal to (1) the average of
         the daily difference between (a) the Revolving Commitments, and (b) the
         sum of (x) the

                                      -55-
<PAGE>

         aggregate principal amount of outstanding Revolving Loans (but not
         Swing Line Loans) plus (y) the Letter of Credit Usage, times (2) the
         Applicable Revolving Commitment Fee Percentage; and

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

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

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

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

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

                  (c)      Company agrees to pay to Lenders having Delayed Draw
Loan Exposure commitment fees equal to the sum of (x) the daily average Delayed
Draw Commitments, times (y) the Applicable Delayed Draw Commitment Fee
Percentage.

                  (d)      Company agrees to pay to each Lender having Revolving
Exposure executing and delivering its signature page to this Agreement on or
prior to November 10, 2003 a consent fee in an amount equal to 0.010% of such
Lender's Revolving Exposure as of the Effective Date.

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

                                      -56-
<PAGE>

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

         2.13.    SCHEDULED PAYMENTS/COMMITMENT REDUCTIONS.

                  (a)      Scheduled Installments. The principal amounts of the
Term Loans shall be repaid in consecutive quarterly installments (each, a "TERM
LOAN INSTALLMENT") in the aggregate amounts and on the dates (each, a "TERM LOAN
INSTALLMENT DATE") set forth below, commencing on December 31, 2003.

<TABLE>
<CAPTION>
   TERM LOAN                       TERM LOAN
INSTALLMENT DATE                  INSTALLMENT
---------------------------------------------
<S>                               <C>
December 31, 2003                 $   825,000
March 31, 2004                    $   825,000
June 30, 2004                     $   825,000
September 30, 2004                $   825,000
December 31, 2004                 $   825,000
March 31, 2005                    $   825,000
June 30, 2005                     $   825,000
September 30, 2005                $   825,000
December 31, 2005                 $   825,000
March 31, 2006                    $   825,000
June 30, 2006                     $   825,000
September 30, 2006                $   825,000
December 31, 2006                 $   825,000
March 31, 2007                    $   825,000
June 30, 2007                     $   825,000
September 30, 2007                $   825,000
December 31, 2007                 $   825,000
March 31, 2008                    $   825,000
June 30, 2008                     $   825,000
September 30, 2008                $   825,000
December 31, 2008                 $   825,000
</TABLE>

                                      -57-
<PAGE>

<TABLE>
<CAPTION>
   TERM LOAN                       TERM LOAN
INSTALLMENT DATE                  INSTALLMENT
---------------------------------------------
<S>                               <C>
March 31, 2009                    $   825,000
June 30, 2009                     $   825,000
September 30, 2009                $77,756,250
December 31, 2009                 $77,756,250
March 31, 2010                    $77,756,250
June 30, 2010                     $77,756,250
</TABLE>

                                      -58-
<PAGE>

                  (b)      The principal amount of the Delayed Draw Loans shall
be repaid in consecutive quarterly installments (each, a "DELAYED DRAW
INSTALLMENT") on the dates set forth below (each, a "DELAYED DRAW INSTALLMENT
DATE"), commencing on September 30, 2004.

<TABLE>
<CAPTION>
DELAYED DRAW LOAN                 DELAYED DRAW
INSTALLMENT DATE                  INSTALLMENT
------------------                -----------
<S>                               <C>
September 30, 2004                $   125,000
December 31, 2004                 $   125,000
March 31, 2005                    $   125,000
June 30, 2005                     $   125,000
September 30, 2005                $   125,000
December 31, 2005                 $   125,000
March 31, 2006                    $   125,000
June 30, 2006                     $   125,000
September 30, 2006                $   125,000
December 31, 2006                 $   125,000
March 31, 2007                    $   125,000
June 30, 2007                     $   125,000
September 30, 2007                $   125,000
December 31, 2007                 $   125,000
March 31, 2008                    $   125,000
June 30, 2008                     $   125,000
September 30, 2008                $   125,000
December 31, 2008                 $   125,000
March 31, 2009                    $   125,000
June 30, 2009                     $   125,000
September 30, 2009                $11,875,000
December 31, 2009                 $11,875,000
March 31, 2010                    $11,875,000
June 30, 2010                     $11,875,000
</TABLE>

                                      -59-
<PAGE>

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

         2.14.    VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS.

                  (a)      Voluntary Prepayments.

                           (i)      Any time and from time to time:

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

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

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

                           (ii)     All such prepayments shall be made:

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

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

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

                                      -60-
<PAGE>

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

                  (b)      Voluntary Commitment Reductions.

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

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

         2.15.    MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS.

                  (a)      Asset Sales. No later than the first Business Day
following the date of receipt by Holdings or any of its Subsidiaries of any Net
Asset Sale Proceeds, Company shall prepay Loans and/or permanently reduce
Commitments as set forth in Section 2.16(b) in an aggregate amount equal to 100%
of such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of
Default shall have occurred and be continuing and (ii) to the extent that
aggregate Net Asset Sale Proceeds from the Closing Date through the applicable
date of determination do not exceed $10,000,000, Company shall have the option,
directly or through one or more of its Subsidiaries, to invest Net Asset Sale
Proceeds within two hundred seventy days of receipt thereof in long-term
productive assets of the general type used in the business of Company and its

                                      -61-
<PAGE>

Subsidiaries; provided further, pending any such investment all such Net Asset
Sale Proceeds shall be applied to prepay Revolving Loans to the extent
outstanding (without a reduction in Revolving Commitments).

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

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

                                      -62-
<PAGE>

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

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

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

                  (g)      Delayed Draw Loans. The Company shall prepay the
Delayed Draw Loans on the date such Delayed Draw Loans are made from any
proceeds of the Delayed Draw Loans that were not used on such date to fund
Landis Acquisition Financing Requirements.

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

                                      -63-
<PAGE>

         2.16.    APPLICATION OF PREPAYMENTS/REDUCTIONS.

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

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

                           second, as between outstanding Revolving Loans, on
         the one hand, and Delayed Draw Loans and Term Loans, on the other hand,
         as Company may direct, provided Term Loans and outstanding Delayed Draw
         Loans are prepaid on a pro rata basis in accordance with the respective
         outstanding principal amounts thereof.

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

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

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

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

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

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

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

                           sixth, to further permanently reduce the Revolving
         Commitments and any Delayed Draw Commitments on a pro rata basis (in
         accordance with the aggregate amounts thereof).

                                      -64-
<PAGE>

                  Notwithstanding the foregoing, any prepayments of Delayed Draw
Loans made pursuant to Section 2.15(g) shall be applied to reduce Delayed Draw
Loans on a pro rata basis (in accordance with the respective outstanding
principal amounts thereof).

                  (c)      Waivable Mandatory Prepayment. [Intentionally
omitted.]

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

         2.17.    GENERAL PROVISIONS REGARDING PAYMENTS.

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

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

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

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

                  (e)      Subject to the provisos set forth in the definition
of "Interest Period", whenever any payment to be made hereunder shall be stated
to be due on a day that is not a Business Day, such payment shall be made on the
next succeeding Business

                                      -65-
<PAGE>

Day and such extension of time shall be included in the computation of the
payment of interest hereunder or of the Revolving Commitment fees hereunder.

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

                  (g)      Administrative Agent shall deem any payment by or on
behalf of Company hereunder that is not made in same day funds prior to 12:00
p.m. (New York City time) to be a non-conforming payment. Any such payment shall
not be deemed to have been received by Administrative Agent until the later of
(i) the time such funds become available funds, and (ii) the applicable next
Business Day. Administrative Agent shall give prompt telephonic notice to
Company and each applicable Lender (confirmed in writing) if any payment is
non-conforming. Any non-conforming payment may constitute or become a Default or
Event of Default in accordance with the terms of Section 8.1(a). Interest shall
continue to accrue on any principal as to which a non-conforming payment is made
until such funds become available funds (but in no event less than the period
from the date of such payment to the next succeeding applicable Business Day) at
the rate determined pursuant to Section 2.9 from the date such amount was due
and payable until the date such amount is paid in full.

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

         2.18.    RATABLE SHARING. Lenders hereby agree among themselves that,
except as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral, if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to such Lender hereunder or
under the other Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to
such Lender) which is greater than the proportion received by any other Lender
in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to
have purchased from each seller of a

                                      -66-
<PAGE>

participation simultaneously upon the receipt by such seller of its portion of
such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided, if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Company or
otherwise, those purchases shall be rescinded and the purchase prices paid for
such participations shall be returned to such purchasing Lender ratably to the
extent of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

         2.19.    MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

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

                  (b)      Illegality or Impracticability of Eurodollar Rate
Loans. In the event that on any date any Lender shall have determined (which
determination shall be final and conclusive and binding upon all parties hereto
but shall be made only after consultation with Company and Administrative Agent)
that the making, maintaining or continuation of its Eurodollar Rate Loans (i)
has become unlawful as a result of compliance by such Lender in good faith with
any law, treaty, governmental rule, regulation, guideline or order (or would
conflict with any such treaty, governmental rule, regulation, guideline or order
not having the force of law even though the failure to comply therewith would
not be unlawful), or (ii) has become impracticable, as a result of contingencies
occurring after the date hereof which materially and adversely affect the London
interbank market or the position of such Lender in that market, then, and in any
such event, such Lender shall be an "AFFECTED LENDER" and it shall on that day
give notice (by telefacsimile or by telephone confirmed in writing) to Company
and

                                      -67-
<PAGE>

Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each other Lender). Thereafter (1) the obligation of
the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate
Loans shall be suspended until such notice shall be withdrawn by the Affected
Lender, (2) to the extent such determination by the Affected Lender relates to a
Eurodollar Rate Loan then being requested by Company pursuant to a Funding
Notice or a Conversion/Continuation Notice, the Affected Lender shall make such
Loan as (or continue such Loan as or convert such Loan to, as the case may be) a
Base Rate Loan, (3) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (4) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested
by Company pursuant to a Funding Notice or a Conversion/Continuation Notice,
Company shall have the option, subject to the provisions of Section 2.19(c), to
rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders
by giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender
gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as
provided in the immediately preceding sentence, nothing in this Section 2.19(b)
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms hereof.

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

                                      -68-
<PAGE>

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

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

         2.20.    INCREASED COSTS; CAPITAL ADEQUACY.

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

                                      -69-
<PAGE>

any amount received or receivable by such Lender (or its applicable lending
office) with respect thereto; then, in any such case, Company shall promptly pay
to such Lender, upon receipt of the statement referred to in the next sentence,
such additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Company (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section
2.20(a), which statement shall be conclusive and binding upon all parties hereto
absent manifest error.

                  (b)      Capital Adequacy Adjustment. In the event that any
Lender shall have determined that the adoption, effectiveness, phase-in or
applicability after the Closing Date of any law, rule or regulation (or any
provision thereof) regarding capital adequacy, or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender's Loans or Commitments or
Letters of Credit, or participations therein or other obligations hereunder with
respect to the Loans or the Letters of Credit to a level below that which such
Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking
into consideration the policies of such Lender or such controlling corporation
with regard to capital adequacy), then from time to time, within five Business
Days after receipt by Company from such Lender of the statement referred to in
the next sentence, Company shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction. Such Lender shall deliver to Company (with a
copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under
this Section 2.20(b), which statement shall be conclusive and binding upon all
parties hereto absent manifest error.

         2.21.    TAXES; WITHHOLDING, ETC.

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

                                      -70-
<PAGE>

made by or on behalf of any Credit Party or by any federation or organization of
which the United States of America or any such jurisdiction is a member at the
time of payment.

                  (b)      Withholding of Taxes. If any Credit Party or any
other Person is required by law to make any deduction or withholding on account
of any Tax from any sum paid or payable by any Credit Party to Administrative
Agent or any Lender under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such
requirement as soon as Company becomes aware of it; (ii) Company shall pay any
such Tax before the date on which penalties attach thereto, such payment to be
made (if the liability to pay is imposed on any Credit Party) for its own
account or (if that liability is imposed on Administrative Agent or such Lender,
as the case may be) on behalf of and in the name of Administrative Agent or such
Lender; (iii) except with respect to any Excluded Tax, the sum payable by such
Credit Party in respect of which the relevant deduction, withholding or payment
is required shall be increased to the extent necessary to ensure that, after the
making of that deduction, withholding or payment, Administrative Agent or such
Lender, as the case may be, receives on the due date a net sum equal to what it
would have received had no such deduction, withholding or payment been required
or made; and (iv) within thirty days after paying any sum from which it is
required by law to make any deduction or withholding, and within thirty days
after the due date of payment of any Tax which it is required by clause (ii)
above to pay, Company shall deliver to Administrative Agent evidence
satisfactory to the other affected parties of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or other authority,
provided, however, that no additional amount shall be required to be paid to any
Lender under clause (iii) above except to the extent that any change after the
Lender Effective Date in any such requirement for a deduction, withholding or
payment as is mentioned therein shall result in an increase in the rate of such
deduction, withholding or payment from that in effect at the Lender Effective
Date in respect of payments to such Lender.

                  (c)      Evidence of Exemption From U.S. Withholding Tax.
Except to the extent such deliveries have already been made by any Lender
pursuant to the Original Agreement and such previously delivered forms continue
to be accurate, (i) each Lender that is not a United States Person (as such term
is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal
income tax purposes (a "NON-US LENDER") shall deliver to Administrative Agent
for transmission to Company, on or prior to the Effective Date (in the case of
each Lender listed on the signature pages hereof on the Effective Date) or on or
prior to the date of the Assignment Agreement pursuant to which it becomes a
Lender (in the case of each other Lender), upon designation of a new lending
office, and at such other times as may be necessary in the determination of
Company or Administrative Agent (each in the reasonable exercise of its
discretion), two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms), properly completed and duly executed by such
Lender, and such other documentation required under the Internal Revenue Code,
or regulations or administrative pronouncements promulgated thereunder, and
reasonably requested by Company to

                                      -71-
<PAGE>
establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to any payments to such Lender of
principal, interest, fees or other amounts payable under any of the Credit
Documents; (ii) each Lender that is a United States Person (as such term is
defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal
income tax purposes, and that is not a person which the Company is entitled to
treat as an "exempt recipient" (as such term is defined in Section
1.6049-4(c)(ii) of the United States Treasury Regulations) without receiving a
certificate from such person (under current law, including, but not limited to
any person whose name includes the terms "Incorporated", "Inc.", "Corporation",
"Corp.", "P.C.", "insurance company", "indemnity company", "reinsurance
company", "assurance company", "bank", "savings and loan association",
"buildings and loan association", "homestead association", "credit union" or
"industrial loan association" and their permitted foreign language equivalents,
and any entity that is generally known in the investment community to be
registered at all times during the taxable year under the Investment Company Act
of 1940) (a "US Lender") shall deliver to the Administrative Agent for
transmission to the Company, on or prior to the Effective Date (in the case of
each US Lender listed on the signature pages hereof, on the Effective Date) or
on or prior to the date of the Assignment Agreement pursuant to which it becomes
a US Lender (in the case of each other US Lender), and at such other times as
may be necessary in the determination of the Company or Administrative Agent
(each in the reasonable exercise of its discretion), two original copies of
Internal Revenue Service Form W-9 (or any successor forms), properly completed
and duly executed by such US Lender, and such other documentation reasonably
requested by the Company, to establish that such US Lender is not subject to
deduction or withholding of United States federal income tax with respect to any
payments to such US Lender of principal, interest, fees or other amounts payable
under any of the Credit Documents; or (iii) if such Lender is not a "bank" or
other Person described in Section 881(c)(3) of the Internal Revenue Code and
cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to
clause (i) above, a Certificate re Non-Bank Status together with two original
copies of Internal Revenue Service Form W-8 (or any successor form), properly
completed and duly executed by such Lender, and such other documentation
reasonably requested by Company or Administrative Agent to establish that such
Lender is not subject to deduction or withholding of United States federal
income tax with respect to any payments to such Lender of interest payable under
any of the Credit Documents. Each Lender required to deliver any forms,
certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.21(c) hereby agrees, from time to
time after the initial time for delivery or potential delivery by such Lender of
such forms, certificates or other evidence, whenever a lapse in time or change
in circumstances renders such forms, certificates or other evidence obsolete or
inaccurate in any material respect, that such Lender shall promptly deliver to
Administrative Agent for transmission to Company two new original copies of
Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), or a
Certificate re Non-Bank Status (or any successor forms) and two original copies
of Internal Revenue Service Form W-8 or two original copies of Internal Revenue
Service Form W-9, as the case may be (or any

                                      -72-
<PAGE>
successor forms), properly completed and duly executed by such Lender, and such
other documentation reasonably requested by Company or Administrative Agent to
confirm or establish that such Lender is not subject to deduction or withholding
of United States federal income tax with respect to payments to such Lender
under the Credit Documents, or notify Administrative Agent and Company of its
inability to deliver any such forms, certificates or other evidence. Company
shall not be required to pay any additional amount to any U.S. Lender or Non-US
Lender under Section 2.21(b)(iii) if such Lender shall have failed (1) to
deliver the forms, certificates or other evidence referred to in the second
sentence of this Section 2.21(c), or (2) to notify Administrative Agent and
Company of its inability to deliver any such forms, certificates or other
evidence, as the case may be; provided, if such Lender shall have satisfied the
requirements of the first sentence of this Section 2.21(c) on the Effective Date
or on the date of the Assignment Agreement pursuant to which it became a Lender,
as applicable, nothing in this last sentence of Section 2.21(c) shall relieve
Company of its obligation to pay any additional amounts pursuant to Section
2.20(a) or Section 2.21(b) in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change
in the interpretation, administration or application thereof, such Lender is no
longer properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender is not subject to
withholding as described herein. Each US Lender and Non-US Lender hereby agrees
to indemnify and hold harmless the Company from and against any Taxes imposed on
or behalf of the United States or any taxing jurisdiction thereof, and any
interest, penalties or additions thereto, or costs incurred in connection
therewith, incurred or payable by the Company as a result of the failure of the
Company to comply with its obligations to deduct or withhold any Taxes imposed
by or on behalf of the United States or any taxing jurisdiction thereof from any
payments made pursuant to this Agreement to such US Lender, Non-US Lender or the
Administrative Agent, which failure resulted from the Company's reliance on any
form, statement, certificate or other information provided to it by such Lender
pursuant to this Section 2.21 or by reason of such Lender being a "conduit
entity" within the meaning of U.S. Treasury Regulation Section 1.881-3 (or any
applicable successor provision).

         2.22.    OBLIGATION TO MITIGATE. Each Lender agrees that, as promptly
as practicable after the officer of such Lender responsible for administering
its Commitments, Loans or Letters of Credit, as the case may be, becomes aware
of the occurrence of an event or the existence of a condition that would cause
such Lender to become an Affected Lender or that would entitle such Lender to
receive payments under Section 2.19, 2.20 or 2.21, it will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or
maintain its Commitments, Loans and Letters of Credit, including any Affected
Loans, through another office of such Lender, or (b) take such other measures as
such Lender may deem reasonable, if as a result thereof the circumstances which
would cause such Lender to be an Affected Lender would cease to exist or the
additional amounts which would otherwise be required to be paid to such Lender
pursuant to Section 2.19, 2.20 or 2.21 would be materially reduced and if, as

                                      -73-
<PAGE>

determined by such Lender in its sole discretion, the making, issuing, funding
or maintaining of such Commitments, Loans or Letters of Credit through such
other office or in accordance with such other measures, as the case may be,
would not otherwise adversely affect such Commitments, Loans or Letters of
Credit or the interests of such Lender; provided, such Lender will not be
obligated to utilize such other office pursuant to this Section 2.22 unless
Company agrees to pay all incremental expenses incurred by such Lender as a
result of utilizing such other office as described in clause (a) above. A
certificate as to the amount of any such expenses payable by Company pursuant to
this Section 2.22 (setting forth in reasonable detail the basis for requesting
such amount) submitted by such Lender to Company (with a copy to Administrative
Agent) shall be conclusive absent manifest error.

         2.23.    DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender, at the direction or request of
any regulatory agency or authority, defaults (a "DEFAULTING LENDER") in its
obligation to fund (a "FUNDING DEFAULT") any Revolving Loan under Section
2.3(b)(iv) or any Delayed Draw Loan under Section 2.2(b)(iv) or its portion of
any unreimbursed payment under Section 2.4(e) (in each case, a "DEFAULTED
LOAN"), then (a) during any Default Period with respect to such Defaulting
Lender, such Defaulting Lender shall be deemed not to be a "Lender" for purposes
of voting on any matters (including the granting of any consents or waivers)
with respect to any of the Credit Documents; (b) to the extent permitted by
applicable law, until such time as the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
voluntary prepayment, be applied to the Revolving Loans of other Lenders as if
such Defaulting Lender had no Revolving Loans outstanding and the Revolving
Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
mandatory prepayment, be applied to the Revolving Loans of other Lenders (but
not to the Revolving Loans of such Defaulting Lender) as if such Defaulting
Lender had funded all Defaulted Loans of such Defaulting Lender, it being
understood and agreed that Company shall be entitled to retain any portion of
any mandatory prepayment of the Revolving Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the provisions of this
clause (b); (c) such Defaulting Lender's Revolving Commitment and outstanding
Revolving Loans and such Defaulting Lender's Pro Rata Share of the Letter of
Credit Usage shall be excluded for purposes of calculating the Revolving
Commitment fee payable to Lenders in respect of any day during any Default
Period with respect to such Defaulting Lender, and such Defaulting Lender shall
not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11
with respect to such Defaulting Lender's Revolving Commitment in respect of any
Default Period with respect to such Defaulting Lender; and (d) the Total
Utilization of Revolving Commitments as at any date of determination shall be
calculated as if such Defaulting Lender had funded all Defaulted Loans of such
Defaulting Lender. No Revolving Commitment of any Lender shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section
2.23, performance by Company of

                                      -74-
<PAGE>

its obligations hereunder and the other Credit Documents shall not be excused or
otherwise modified as a result of any Funding Default or the operation of this
Section 2.23. The rights and remedies against a Defaulting Lender under this
Section 2.23 are in addition to other rights and remedies which Company may have
against such Defaulting Lender with respect to any Funding Default and which
Administrative Agent or any Lender may have against such Defaulting Lender with
respect to any Funding Default.

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

                                      -75-
<PAGE>

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

SECTION 3. CONDITIONS PRECEDENT

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

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

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

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

                                      -76-
<PAGE>

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

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

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

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

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

                  (f)      Related Agreements. Syndication Agent shall have
received a fully executed or conformed copy of each Related Agreement and any
documents executed in connection therewith, together with copies of any opinions
of counsel delivered to the parties under the Related Agreements, accompanied by
a letter from each such counsel (to the extent not inconsistent with such
counsel's established internal policies) authorizing Lenders to rely upon such
opinion to the same extent as though it were addressed to Lenders. Each Related
Agreement shall be in full force and effect and no provision thereof shall have
been modified or waived in any respect determined by Syndication Agent to be
material, in each case without the consent of Syndication Agent.

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

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

                                      -77-
<PAGE>

cancellation of any letters of credit outstanding to support the obligations of
Holdings and its Subsidiaries with respect thereto.

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

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

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

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

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

                                      -78-
<PAGE>

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

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

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

                           (v)      evidence of flood insurance with respect to
         each Flood Hazard Property that is located in a community that
         participates in the National Flood Insurance Program, in each case in
         compliance with any applicable regulations of the Board of Governors of
         the Federal Reserve System, in form and substance reasonably
         satisfactory to Collateral Agent;

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

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

                                      -79-
<PAGE>

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

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

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

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

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

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

                  (o)      Financial Statements; Projections. Lenders shall have
received from Holdings (i) the Historical Financial Statements, (ii) pro forma
consolidated and consolidating balance sheets of Holdings and its Subsidiaries
as at the Closing Date, and reflecting the consummation of the Merger, the
related financings and the other

                                      -80-
<PAGE>

transactions contemplated by the Credit Documents to occur on or prior to the
Closing Date, which pro forma financial statements shall be in form and
substance satisfactory to Administrative Agent and Syndicated Agent, (iii) the
Projections, and (iv) if the Closing Date has not occurred on or prior to August
15, 2002, a certificate of the Chief Financial Officer of Holdings certifying
that the Consolidated Adjusted EBITDA for the four Fiscal Quarters ended on June
30, 2002 is not less than $114.2 million determined on a pro forma basis after
giving effect to the Merger, the related financings and the other transactions
contemplated by the Related Agreements to occur on or prior to the Closing Date.

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

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

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

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

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

                                      -81-
<PAGE>

Documents to occur on or prior to the Closing Date, Company and its Subsidiaries
are and will be Solvent.

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

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

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

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

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

         3.2.     CONDITIONS TO EACH CREDIT EXTENSION.

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

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

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

                                      -82-
<PAGE>

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

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

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

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

                  Any Agent or Requisite Lenders shall be entitled, but not
obligated to, request and receive, prior to the making of any Credit Extension,
additional information reasonably satisfactory to the requesting party
confirming the satisfaction of any of the foregoing if, in the good faith
judgment of such Agent or Requisite Lender such request is warranted under the
circumstances.

                  (b)      Notices. Any Notice shall be executed by an
Authorized Officer in a writing delivered to Administrative Agent. In lieu of
delivering a Notice, Company

                                      -83-
<PAGE>

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

         3.3.     CONDITIONS TO EFFECTIVENESS. This Agreement, the obligation of
each Term Loan Lender to make a Term Loan on the Effective Date and the
obligation of each Delayed Draw Lender to make a Delayed Draw Loan on the Landis
Acquisition Closing Date shall become effective on November 10, 2003 (the
"EFFECTIVE DATE") upon (a) the execution and delivery of counterpart signature
pages hereto by (i) Term Loan Lenders holding 100% of the Term Loan Commitments,
Delayed Draw Lenders holding 100% of the Delayed Draw Commitments and Lenders
having Revolving Exposure as of the date hereof in excess of 50% the aggregate
Revolving Exposure of all Lenders and (ii) each Credit Party and (b) the
satisfaction of the conditions precedent set forth in Section 3.2 in respect of
the making of the Term Loans on the Effective Date. If for any reason this
Agreement does not become effective by 11:59 p.m. on the Effective Date, this
Agreement shall be void ab initio and the Original Agreement shall continue in
full force and effect in accordance with its terms.

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

SECTION 4. REPRESENTATIONS AND WARRANTIES

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

                                      -84-
<PAGE>

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

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

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

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

         4.5.     NO CONFLICT. The execution, delivery and performance by Credit
Parties of the Credit Documents to which they are parties and the consummation
of the transactions contemplated by the Credit Documents do not and will not (a)
violate any provision of any law or any governmental rule or regulation
applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Holdings or any of
its Subsidiaries except to the extent such violation, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect;
(b) conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any Contractual Obligation of Holdings or any
of its Subsidiaries except to the extent such conflict, breach or default,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect;

                                      -85-
<PAGE>

(c) result in or require the creation or imposition of any Lien upon any of the
properties or assets of Holdings or any of its Subsidiaries (other than any
Liens created under any of the Credit Documents in favor of Collateral Agent, on
behalf of Secured Parties) except to the extent that the creation or imposition
of any such Liens, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect; or (d) require any approval of
stockholders, members or partners or any approval or consent of any Person under
any Contractual Obligation of Holdings or any of its Subsidiaries, except for
such approvals or consents which will be obtained on or before the Effective
Date and disclosed in writing to Lenders and except for any such approvals or
consents the failure of which to obtain, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

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

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

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

         4.9.     PROJECTIONS. On and as of the Effective Date, the Projections
of Holdings and its Subsidiaries for the period beginning with Fiscal Year 2003
through and including Fiscal Year 2010 (the "PROJECTIONS") are based on good
faith estimates and reasonable assumptions made by the management of Holdings;
provided, the Projections are not to

                                      -86-
<PAGE>

be viewed as facts and that actual results during the period or periods covered
by the Projections may differ from such Projections and that the differences may
be material; provided further, as of the Effective Date, management of Holdings
believed that the Projections were reasonable and attainable.

         4.10.    NO MATERIAL ADVERSE CHANGE. Since December 28, 2002, no event,
circumstance or change has occurred that has caused or evidences, either in any
case or in the aggregate, a continuing Material Adverse Effect.

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

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

         4.13.    PROPERTIES.

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

                                      -87-
<PAGE>

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

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

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

         4.16.    GOVERNMENTAL REGULATION. Neither Holdings nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the

                                      -88-
<PAGE>

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

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

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

         4.19.    EMPLOYEE BENEFIT PLANS. Except as, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
(i) Holdings, each of its Subsidiaries and each of their respective ERISA
Affiliates are in substantial compliance with all applicable provisions and
requirements of ERISA and the Internal Revenue Code and the regulations and
published interpretations thereunder with respect to each Employee Benefit Plan,
and have substantially performed all their obligations under each Employee
Benefit Plan, (ii) each Employee Benefit Plan which is intended to qualify under
Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the Internal Revenue Service indicating that such
Employee Benefit Plan is so qualified and nothing has occurred subsequent to the
issuance of such determination letter which would cause such Employee Benefit
Plan to lose its qualified status, (iii) no liability to the PBGC (other than
required premium payments) has been or is expected to be incurred by Holdings,
any of its Subsidiaries or any of their ERISA

                                      -89-
<PAGE>

Affiliates, (iv) no ERISA Event has occurred or is reasonably expected to occur,
and (v) Holdings, each of its Subsidiaries and each of their ERISA Affiliates
have complied with the requirements of Section 515 of ERISA with respect to each
Multiemployer Plan and are not in material "default" (as defined in Section
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.)

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

         4.21.    [Intentionally Omitted]

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

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

                                      -90-
<PAGE>

SECTION 5. AFFIRMATIVE COVENANTS

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

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

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

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

                  (c)      Annual Financial Statements. As soon as available,
and in any event within 90 days after the end of each Fiscal Year, (i) the
consolidated and consolidating balance sheets of Holdings and its Subsidiaries
as at the end of such Fiscal Year and the related consolidated (and with respect
to sales, EBITDA and statements of income, consolidating) statements of income,
stockholders' equity and cash flows of Holdings and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the corresponding
figures for the previous Fiscal Year and the corresponding figures from the
Financial Plan for the Fiscal Year covered by such financial statements, in
reasonable detail, together with a Financial Officer Certification and a
Narrative Report with respect thereto; and (ii) with respect to such
consolidated

                                      -91-
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financial statements a report thereon of Ernst & Young or other independent
certified public accountants of recognized national standing selected by
Holdings, and reasonably satisfactory to Administrative Agent (which report
shall be unqualified as to going concern and scope of audit, and shall state
that such consolidated financial statements fairly present, in all material
respects, the consolidated financial position of Holdings and its Subsidiaries
as at the dates indicated and the results of their operations and their cash
flows for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (except as otherwise disclosed in such financial
statements) and that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with generally
accepted auditing standards) together (to the extent not inconsistent with the
pronouncements of the Institute of Certified Public Accountants and FASB) with a
written statement by such independent certified public accountants stating
whether, in connection with their audit examination, any failure to comply with
the terms, covenants, provisions or conditions of Article 5 or Article 6
(insofar as they relate to the accounting matters) has come to their attention
and, if such a failure to comply has come to their attention, specifying the
nature and period of existence thereof;

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

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

                  (f)      Notice of Default. Promptly upon any Authorized
Officer of Holdings or Company obtaining knowledge (i) of any condition or event
that constitutes a Default or an Event of Default or that notice has been given
to Holdings or Company with respect thereto; (ii) that any Person has given any
notice to Holdings or any of its Subsidiaries or taken any other action with
respect to any event or condition set forth in Section 8.1(b); or (iii) of the
occurrence of any events or changes that have caused or evidence, individually
or in the aggregate, a Material Adverse Effect, a certificate of its Authorized
Officers specifying the nature and period of existence of such condition, event
or change, or specifying the notice given and action taken by any such Person
and the nature of such claimed Event of Default, Default, default, event or
condition, and what action Company has taken, is taking and proposes to take
with respect thereto;

                                      -92-
<PAGE>

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

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

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

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

                                      -93-
<PAGE>

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

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

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

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

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

         5.3.     PAYMENT OF TAXES AND CLAIMS. Each Credit Party will, and will
cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, no such Tax or claim need be paid if it
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor, and (b) in the case of a charge or claim which has or may become a
Lien against any of the Collateral,

                                      -94-
<PAGE>

such contest proceedings conclusively operate to stay the sale of any portion of
the Collateral to satisfy such Tax or claim.

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

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

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

                                      -95-
<PAGE>

10.2. By this provision, each Credit Party authorizes its independent public
accountants to discuss the affairs, finances and accounts of such Credit Party
and its Subsidiaries, provided, such Credit Party may, if its so chooses, be
present and participate in any such discussion.

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

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

         5.9.     ENVIRONMENTAL.

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

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

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

                           (iii)    as soon as practicable following the sending
         or receipt thereof by Holdings or any of its Subsidiaries, a copy of
         any and all written communications with respect to (A) any
         Environmental Claims (B) any Release

                                      -96-
<PAGE>

         required to be reported to any federal, state or local governmental or
         regulatory agency, and (C) any request for information from any
         governmental agency that suggests such agency is investigating whether
         Holdings or any of its Subsidiaries may be potentially responsible for
         any Hazardous Materials Activity;

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

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

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

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

                                      -97-
<PAGE>

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

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

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

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

                                      -98-
<PAGE>

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

         5.14.    [Intentionally omitted.]

SECTION 6. NEGATIVE COVENANTS

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

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

                  (a)      the Obligations;

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

                                      -99-
<PAGE>

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

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

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

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

                  (g)      Indebtedness described in Schedule 6.1(g), and not
exceeding the aggregate principal amount indicated therein (the "SURVIVING
INDEBTEDNESS") and, solely

                                     -100-
<PAGE>

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

                  (h)      Indebtedness with respect to Capital Leases (in
addition to any Surviving Capital Leases), including Capital Leases acquired in
connection with Permitted Acquisitions, in an aggregate amount at any time
outstanding not to exceed the sum of (i) $25,000,000 plus (ii) the excess, if
any, of (A) the aggregate amount of Surviving Capital Leases outstanding as of
the Closing Date over (B) the aggregate amount of Surviving Capital Leases and
any extensions, renewals, refinancings or replacements thereof made in
accordance with the proviso of Section 6.1(g) outstanding as of the date of
determination;

                  (i)      Indebtedness of Foreign Subsidiaries (to Persons
other than Company or its Subsidiaries) in an aggregate amount not to exceed
$15,000,000 at any time outstanding;

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

                  (k)      (i) Indebtedness (other than Capital Leases) of any
Person (other than Landis or any Subsidiary of Landis) that becomes a Guarantor
Subsidiary after the date hereof pursuant to a Permitted Acquisition (including
purchase money Indebtedness of such Person), which Indebtedness exists at the
time such Person becomes a Subsidiary and is not created in contemplation of, or
in connection with, such Person becoming a Subsidiary; and (ii) any extensions,
renewals, refinancings or replacements of such Indebtedness which extensions,
renewals, refinancings or replacements (A) are on terms and conditions
(including the terms and conditions of any guarantee or other credit support for
such Indebtedness) not less favorable in any material respect to Company and its
Subsidiaries or the Lenders than the terms and conditions of the Indebtedness
being extended, renewed, refinanced or replaced and, (B) do not add as obligor
any Person that

                                     -101-
<PAGE>

would not have been an obligor under the Indebtedness being extended, renewed,
replaced or refinanced, (C) do not result in a greater principal amount or
shorter remaining average life to maturity than the Indebtedness being extended,
renewed, replaced or refinanced and (D) are not effected at any time when a
Default or Event of Default has occurred and is continuing or would result
therefrom; provided, the aggregate amount of Indebtedness described in clauses
(i) and (ii) does not exceed $10,000,000 at any time outstanding;

                  (l)      Indebtedness with respect to Financial Hedge
Agreements;

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

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

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

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

                                     -102-
<PAGE>

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

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

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

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

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

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

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

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

                                     -103-
<PAGE>

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

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

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

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

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

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

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

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

                                     -104-
<PAGE>

transfers contained in leases, licenses and similar agreements entered into in
the ordinary course of business of Company and its Subsidiaries, provided, in
each case, such restrictions relate only to the property subject to such leases,
licenses or similar agreements; and (d) restrictions on property or assets
subject to a Lien permitted under Section 6.2(m), provided, such restrictions
relate only to the property or assets subject to such Lien.

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

                                     -105-
<PAGE>

Holdings and its Subsidiaries (exclusive of amounts permitted by Section 6.5(d))
does not exceed $4,000,000 during any Fiscal Year and $12,000,000 from the
Closing Date; and (f) payments of Landis Acquisition Financing Requirements on
or prior to the Delayed Draw Commitment Termination Date as contemplated by the
Landis Merger Agreement.

         6.6.     RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS. Except as provided
herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary of
Company to (a) pay dividends or make any other distributions on any of such
Subsidiary's Capital Stock owned by Company or any other Subsidiary of Company,
(b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any
other Subsidiary of Company, or (c) make loans or advances to Company or any
other Subsidiary of Company, provided, none of clauses (a) through (c) shall
apply to (i) customary restrictions pending a sale of a Subsidiary (or any of
its property, assets or Capital Stock) permitted hereunder which restrictions
arise under an executed agreement in respect of such sale and relate only to the
Subsidiary being sold, (ii) restrictions imposed by applicable law, (iii)
restrictions pursuant to the Credit Documents, any Subordinated Indebtedness
permitted under Section 6.1(c), any Surviving Indebtedness permitted under
Section 6.1(g) and Indebtedness of Foreign Subsidiaries under Section 6.1(i) and
(iv) any restrictions existing on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business of
Company and its Subsidiaries.

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

                  (a)      Cash and Cash Equivalents;

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

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

                  (d)      Investments made after the Closing Date in Joint
Ventures in a business or line of business permitted for Company under Section
6.13, provided,

                                     -106-
<PAGE>

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

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

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

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

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

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

         6.8.     FINANCIAL COVENANTS.

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

<TABLE>
<CAPTION>
FISCAL QUARTER                  INTEREST
    ENDING                   COVERAGE RATIO
-------------------------------------------
<S>                          <C>
December 2002                  2.00:1.00
March 2003                     2.00:1.00
June 2003                      2.00:1.00
</TABLE>

                                     -107-
<PAGE>

<TABLE>
<CAPTION>
FISCAL QUARTER                  INTEREST
    ENDING                   COVERAGE RATIO
-------------------------------------------
<S>                          <C>
September 2003                 2.00:1.00
December 2003                  2.00:1.00
March 2004                     2.00:1.00
June 2004                      2.10:1.00
September 2004                 2.10:1.00
December 2004                  2.15:1.00
March 2005                     2.15:1.00
June 2005                      2.25:1.00
September 2005                 2.25:1.00
December 2005                  2.25:1.00
March 2006                     2.25:1.00
June  2006                     2.35:1.00
September 2006                 2.35:1.00
December 2006                  2.35:1.00
March 2007                     2.50:1.00
June 2007                      2.50:1.00
September 2007                 2.50:1.00
December 2007                  2.50:1.00
March 2008                     2.50:1.00
June 2008                      2.50:1.00
September 2008                 2.50:1.00
December 2008                  2.50:1.00
March 2009                     2.50:1.00
June 2009                      2.50:1.00
September 2009                 2.50:1.00
December 2009                  2.50:1.00
March 2010                     2.50:1.00
</TABLE>

                                     -108-
<PAGE>

<TABLE>
<CAPTION>
FISCAL QUARTER                  INTEREST
    ENDING                   COVERAGE RATIO
-------------------------------------------
<S>                          <C>
June 2010                      2.50:1.00
</TABLE>

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

<TABLE>
<CAPTION>
FISCAL QUARTER
     ENDING                      LEVERAGE RATIO
-----------------------------------------------
<S>                              <C>
December 2002                      5.90:1.00
March 2003                         5.90:1.00
June 2003                          5.90:1.00
September 2003                     5.75:1.00
December 2003                      5.90:1.00
March 2004                         5.90:1:00
June 2004                          5.75:1.00
September 2004                     5.75:1.00
December 2004                      5.50:1.00
March 2005                         5.50:1.00
June 2005                          5.50:1.00
September 2005                     5.25:1.00
December 2005                      5.25:1.00
March 2006                         5.00:1.00
June 2006                          5.00:1.00
September 2006                     4.75:1.00
December 2006                      4.75:1.00
March 2007                         4.75:1.00
June 2007                          4.50:1.00
September 2007                     4.50:1.00
</TABLE>

                                     -109-
<PAGE>

<TABLE>
<CAPTION>
FISCAL QUARTER
    ENDING                       LEVERAGE RATIO
-----------------------------------------------
<S>                              <C>
December 2007                      4.50:1.00
March 2008                         4.25:1.00
June 2008                          4.25:1.00
September 2008                     4.25:1.00
December 2008                      4.25:1.00
March 2009                         4.00:1:00
June 2009                          4:00:1:00
September 2009                     4.00:1.00
December 2009                      4.00:1.00
March 2010                         4.00:1.00
June 2010                          4.00:1.00
</TABLE>

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

<TABLE>
<CAPTION>
FISCAL QUARTER                      CONSOLIDATED CAPITAL
    ENDING                              EXPENDITURES
--------------------------------------------------------
<S>                                 <C>
     2002                               $45,000,000
     2003                               $50,000,000
     2004                               $50,000,000
     2005                               $60,000,000
</TABLE>

                                     -110-
<PAGE>

<TABLE>
<CAPTION>
FISCAL QUARTER                      CONSOLIDATED CAPITAL
    ENDING                              EXPENDITURES
--------------------------------------------------------
<S>                                 <C>
     2006                               $60,000,000
     2007                               $60,000,000
     2008                               $65,000,000
     2009                               $65,000,000
     2010                               $65,000,000
</TABLE>

                  (d)      Certain Calculations. For purposes of determining
compliance with the financial covenants set forth in this Section 6.8 (but not
for purposes of determining the Applicable Margin or Applicable Revolving
Commitment Fee Percentage),

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

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

                                     -111-
<PAGE>

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

                           (iv)     with respect to any period including the
         Fiscal Quarter ended September 30, 2002 or any prior Fiscal Quarter
         (each an "HISTORICAL QUARTER"), Consolidated Adjusted EBITDA and
         Consolidated Cash Interest Expense shall be calculated in accordance
         with Schedule 6.8(d)(iv); and

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

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

                                     -112-
<PAGE>

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

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

                  (c)      Asset Sales in respect of (i) obsolete, worn out or
surplus property (including obsolete, worn out or surplus property acquired in a
Permitted Acquisition), (ii) property acquired in a Permitted Acquisition which
the Company or any of its Subsidiaries is legally required to divest or (iii)
other property (other than current assets) the proceeds of which (valued at the
principal amount thereof in the case of notes or other debt Securities and
valued at fair market value in the case of other non-Cash proceeds) are less
than $6,000,000 with respect to any single Asset Sale or series of related Asset
Sales pursuant to this clause (iii) and when aggregated with the proceeds of all
such other Asset Sales made by Credit Parties pursuant to this clause (iii)
within the same Fiscal Year, are less than $10,000,000; provided, in each of
cases (i), (ii) and (iii) the consideration received for such property shall be
in an amount at least equal to the fair market value thereof (determined in good
faith by the board of directors of Holdings), no less than 75% of such
consideration shall be paid in Cash and all related Net Asset Sale Proceeds
shall be applied in accordance with Section 2.16(b);

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

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

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

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

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

                                     -113-
<PAGE>

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

         6.11.    SALES AND LEASE-BACKS. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, directly or indirectly, become or remain
liable as lessee or as a guarantor or other surety with respect to any lease of
any property (whether real, personal or mixed), whether now owned or hereafter
acquired, which such Credit Party (a) has sold or transferred or is to sell or
to transfer to any other Person (other than Company or any of its Guarantor
Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit
Party to any Person (other than Company or any of its Guarantor Subsidiaries) in
connection with such lease, provided, the foregoing restriction shall not apply
to (i) sales and lease-backs of equipment and other personal property in the
ordinary course of business of Company and its Subsidiaries which a Credit Party
first acquired not more than 30 days prior to the commencement of the applicable
lease and (ii) sales and lease-backs of real property with an aggregate fair
market value (as sold) not to exceed $1,000,000 at any time outstanding, in each
of cases (i) and (ii) to the extent such transactions are otherwise in
compliance with this Agreement.

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

                                     -114-
<PAGE>

stock ownership plans (including the Employee Leverage Program) approved by the
board of directors of Holdings, in each case which are otherwise consistent with
this Agreement; (g) sales or issuances of Capital Stock of Holdings to
Affiliates of Company approved by the board of directors of Holdings; and (h)
sales of inventory or other product and arrangements in respect of
administrative, corporate overhead and insurance, legal and similar expenses
among Company and its Subsidiaries in the ordinary course of business.

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

         6.14.    PERMITTED ACTIVITIES OF HOLDINGS. Holdings shall not (a)
incur, directly or indirectly, any Indebtedness other than its Obligations under
the Credit Documents or guarantees in respect of Indebtedness of Company or any
of its Subsidiaries otherwise permitted under this Agreement and Indebtedness
permitted under Section 6.1(m); (b) create or suffer to exist any Lien upon any
property or assets now owned or hereafter acquired by it other than the Liens
created under the Collateral Documents to which it is a party or permitted
pursuant to Section 6.2; (c) engage in any business or activity or own any
assets other than (i) holding 100% of the Capital Stock of Company and, through
Company, not less than 80% of the Capital Stock of each of the Subsidiaries of
Company; (ii) performing its obligations and activities incidental thereto under
the Credit Documents, and to the extent not inconsistent therewith, the Related
Agreements and the Landis Merger Agreement, as applicable; and (iii) making
Restricted Junior Payments and Investments to the extent permitted by this
Agreement; (d) consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its assets to, any Person; (e) sell or otherwise
dispose of any Capital Stock of Company; (f) create or acquire any Subsidiary or
make or own any Investment in any Person other than Company and, through
Company, the Subsidiaries of Company; or (g) fail to hold itself out to the
public as a legal entity separate and distinct from all other Persons.

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

         6.16.    AMENDMENTS OR WAIVERS OF OR WITH RESPECT TO SUBORDINATED
INDEBTEDNESS. No Credit Party shall, nor shall it permit any of its Subsidiaries
to, amend or otherwise change the terms of any Subordinated Indebtedness, or
make any payment

                                     -115-
<PAGE>

consistent with an amendment thereof or change thereto, (a) if the effect of
such amendment or change is to increase the interest rate on such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, change the
subordination provisions of such Senior Subordinated Notes (or of any guaranty
thereof), or (b) amend or otherwise change the covenants or other provisions
contained in any Subordinated Indebtedness not described in clause (a) of this
Section 6.16 if the effect of such amendment or change, together with all other
amendments or changes made, is to increase the obligations of the obligor
thereunder or to confer any additional material rights on the holders of such
Subordinated Indebtedness (or a trustee or other representative on their behalf)
which would be adverse to any Credit Party or Lenders.

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

         6.18.    DERIVATIVE TRANSACTIONS. No Credit Party shall enter into any
agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value, other than (a) Financial Hedge Agreements and (b) for the
purposes of hedging the actual exposure of Company and its Subsidiaries to
fluctuations in the price of resin or other raw materials used in the operations
of Company and its Subsidiaries and not for speculative purposes.

SECTION 7.  GUARANTY

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

         7.2.     CONTRIBUTION BY GUARANTORS. All Guarantors desire to allocate
among themselves (collectively, the "CONTRIBUTING GUARANTORS"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"FUNDING GUARANTOR")

                                     -116-
<PAGE>

under this Guaranty that exceeds its Fair Share as of such date, such Funding
Guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in the amount of such other Contributing Guarantor's
Fair Share Shortfall as of such date, with the result that all such
contributions will cause each Contributing Guarantor's Aggregate Payments to
equal its Fair Share as of such date. "FAIR SHARE" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (a)
the ratio of (i) the Fair Share Contribution Amount with respect to such
Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution
Amounts with respect to all Contributing Guarantors multiplied by (b) the
aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations Guaranteed. "FAIR
SHARE SHORTFALL" means, with respect to a Contributing Guarantor as of any date
of determination, the excess, if any, of the Fair Share of such Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor. "FAIR
SHARE CONTRIBUTION AMOUNT" means, with respect to a Contributing Guarantor as of
any date of determination, the maximum aggregate amount of the obligations of
such Contributing Guarantor under this Guaranty that would not render its
obligations hereunder or thereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any comparable applicable provisions of state law; provided, solely for
purposes of calculating the "FAIR SHARE CONTRIBUTION AMOUNT" with respect to any
Contributing Guarantor for purposes of this Section 7.2, any assets or
liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of such
Contributing Guarantor. "AGGREGATE PAYMENTS" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to (1)
the aggregate amount of all payments and distributions made on or before such
date by such Contributing Guarantor in respect of this Guaranty (including,
without limitation, in respect of this Section 7.2), minus (2) the aggregate
amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this
Section 7.2. The amounts payable as contributions hereunder shall be determined
as of the date on which the related payment or distribution is made by the
applicable Funding Guarantor. The allocation among Contributing Guarantors of
their obligations as set forth in this Section 7.2 shall not be construed in any
way to limit the liability of any Contributing Guarantor hereunder. Each
Guarantor is a third party beneficiary to the contribution agreement set forth
in this Section 7.2.

         7.3.     PAYMENT BY GUARANTORS. Subject to Section 7.2, Guarantors
hereby jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)), Guarantors will upon demand pay, or cause to be

                                     -117-
<PAGE>

paid, in Cash, in same day funds, to Administrative Agent for the ratable
benefit of Beneficiaries, an amount equal to the sum of the unpaid principal
amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid
interest on such Guaranteed Obligations (including interest which, but for
Company's becoming the subject of a case under the Bankruptcy Code, would have
accrued on such Guaranteed Obligations, whether or not a claim is allowed
against Company for such interest in the related bankruptcy case) and all other
Guaranteed Obligations then owed to Beneficiaries as aforesaid.

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

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

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

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

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

                  (e)      any Beneficiary, upon such terms as it deems
appropriate, without notice or demand and without affecting the validity or
enforceability hereof or giving rise

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<PAGE>

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

                  (f)      this Guaranty and the obligations of Guarantors
hereunder shall be valid and enforceable and shall not be subject to any
reduction, limitation, impairment, discharge or termination for any reason
(other than payment in full of the Guaranteed Obligations), including the
occurrence of any of the following, whether or not any Guarantor shall have had
notice or knowledge of any of them: (i) any failure or omission to assert or
enforce or agreement or election not to assert or enforce, or the stay or
enjoining, by order of court, by operation of law or otherwise, of the exercise
or enforcement of, any claim or demand or any right, power or remedy (whether
arising under the Credit Documents or the Financial Hedge Agreements, at law, in
equity or otherwise) with respect to the Guaranteed Obligations or any agreement
relating thereto, or with respect to any other guaranty of or security for the
payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or
modification of, or any consent to departure from, any of the terms or
provisions (including provisions relating to events of default) hereof, any of
the other Credit Documents, any of the Financial Hedge Agreements or any
agreement or instrument executed pursuant thereto, or of any other guaranty or
security for the Guaranteed Obligations, in each case whether or not in
accordance with the terms hereof or such Credit Document, such Financial Hedge
Agreement or any agreement relating to such other guaranty or security; (iii)
the Guaranteed Obligations, or any agreement relating thereto, at any time being
found to be

                                     -119-
<PAGE>

illegal, invalid or unenforceable in any respect; (iv) the application of
payments received from any source (other than payments received pursuant to the
other Credit Documents or any of the Financial Hedge Agreements or from the
proceeds of any security for the Guaranteed Obligations, except to the extent
such security also serves as collateral for indebtedness other than the
Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed
Obligations, even though any Beneficiary might have elected to apply such
payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary's
consent to the change, reorganization or termination of the corporate structure
or existence of Holdings or any of its Subsidiaries and to any corresponding
restructuring of the Guaranteed Obligations; (vi) any failure to perfect or
continue perfection of a security interest in any collateral which secures any
of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims
which Company may allege or assert against any Beneficiary in respect of the
Guaranteed Obligations, including failure of consideration, breach of warranty,
payment, statute of frauds, statute of limitations, accord and satisfaction and
usury; and (viii) any other act or thing or omission, or delay to do any other
act or thing, which may or might in any manner or to any extent vary the risk of
any Guarantor as an obligor in respect of the Guaranteed Obligations.

         7.5.     WAIVERS BY GUARANTORS. Each Guarantor hereby waives, for the
benefit of Beneficiaries: (a) any right to require any Beneficiary, as a
condition of payment or performance by such Guarantor, to (i) proceed against
Company, any other guarantor (including any other Guarantor) of the Guaranteed
Obligations or any other Person, (ii) proceed against or exhaust any security
held from Company, any such other guarantor or any other Person, (iii) proceed
against or have resort to any balance of any Deposit Account or credit on the
books of any Beneficiary in favor of Company or any other Person, or (iv) pursue
any other remedy in the power of any Beneficiary whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or
other defense of Company or any other Guarantor including any defense based on
or arising out of the lack of validity or the unenforceability of the Guaranteed
Obligations or any agreement or instrument relating thereto or by reason of the
cessation of the liability of Company or any other Guarantor from any cause
other than payment in full of the Guaranteed Obligations; (c) any defense based
upon any statute or rule of law which provides that the obligation of a surety
must be neither larger in amount nor in other respects more burdensome than that
of the principal; (d) any defense based upon any Beneficiary's errors or
omissions in the administration of the Guaranteed Obligations, except behavior
which amounts to bad faith; (e) (i) any principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms hereof
and any legal or equitable discharge of such Guarantor's obligations hereunder,
(ii) the benefit of any statute of limitations affecting such Guarantor's
liability hereunder or the enforcement hereof, (iii) any rights to set-offs,
recoupments and counterclaims, and (iv) promptness, diligence and any
requirement that any Beneficiary protect, secure, perfect or insure any security
interest or lien or any property subject thereto; (f) notices, demands,
presentments, protests, notices of protest, notices of dishonor and notices of
any action or inaction, including acceptance hereof, notices of default
hereunder, the

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<PAGE>

Financial Hedge Agreements or any agreement or instrument related thereto,
notices of any renewal, extension or modification of the Guaranteed Obligations
or any agreement related thereto, notices of any extension of credit to Company
and notices of any of the matters referred to in Section 7.4 and any right to
consent to any thereof; and (g) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms hereof.

         7.6.     GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until
the Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled, each Guarantor hereby waives any claim, right or
remedy, direct or indirect, that such Guarantor now has or may hereafter have
against Company or any other Guarantor or any of its assets in connection with
this Guaranty or the performance by such Guarantor of its obligations hereunder,
in each case whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that
such Guarantor now has or may hereafter have against Company with respect to the
Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have
against Company, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition,
until the Guaranteed Obligations shall have been indefeasibly paid in full and
the Revolving Commitments shall have terminated and all Letters of Credit shall
have expired or been cancelled, each Guarantor shall withhold exercise of any
right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guaranteed Obligations, including,
without limitation, any such right of contribution as contemplated by Section
7.2. Each Guarantor further agrees that, to the extent the waiver or agreement
to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
Company or against any collateral or security, and any rights of contribution
such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against Company, to all
right, title and interest any Beneficiary may have in any such collateral or
security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full, such amount shall be held in trust for Administrative Agent on
behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent
for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms hereof.

         7.7.     SUBORDINATION OF OTHER OBLIGATIONS. Any Indebtedness of
Company or any Guarantor now or hereafter held by any Guarantor (the "OBLIGEE
GUARANTOR") is

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<PAGE>

hereby subordinated in right of payment to the Guaranteed Obligations, and any
such indebtedness collected or received by the Obligee Guarantor after an Event
of Default has occurred and is continuing shall be held in trust for
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over
to Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or
limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.

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

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

         7.10.    FINANCIAL CONDITION OF COMPANY. Any Credit Extension may be
made to Company or continued from time to time, and any Financial Hedge
Agreements may be entered into from time to time, in each case without notice to
or authorization from any Guarantor regardless of the financial or other
condition of Company at the time of any such grant or continuation or at the
time such Financial Hedge Agreement is entered into, as the case may be. No
Beneficiary shall have any obligation to disclose or discuss with any Guarantor
its assessment, or any Guarantor's assessment, of the financial condition of
Company. Each Guarantor has adequate means to obtain information from Company on
a continuing basis concerning the financial condition of Company and its ability
to perform its obligations under the Credit Documents and the Financial Hedge
Agreements, and each Guarantor assumes the responsibility for being and keeping
informed of the financial condition of Company and of all circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby
waives and relinquishes any duty on the part of any Beneficiary to disclose any
matter, fact or thing relating to the business, operations or conditions of
Company now known or hereafter known by any Beneficiary.

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

                                     -122-
<PAGE>

arrangement of Company or any other Guarantor or by any defense which Company or
any other Guarantor may have by reason of the order, decree or decision of any
court or administrative body resulting from any such proceeding.

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

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

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

SECTION 8. EVENTS OF DEFAULT

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

                  (a)      Failure to Make Payments When Due. Failure by Company
to pay (i) when due any installment of principal of any Loan, whether at stated
maturity, by acceleration, by notice of voluntary prepayment, by mandatory
prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in
reimbursement of any Letter of

                                     -123-
<PAGE>

Credit Disbursement; or (iii) any interest on any Loan or any fee or any other
amount due hereunder within three days after the date due; or

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

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

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

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

                  (f)      Involuntary Bankruptcy; Appointment of Receiver, Etc.
(i) A court of competent jurisdiction shall enter a decree or order for relief
in respect of Holdings or any of its Subsidiaries (other than Excluded Foreign
Subsidiaries) in an involuntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect, which decree or order is not stayed; or any other similar relief shall
be granted under any applicable federal, state or foreign law; or (ii) an
involuntary case shall be commenced against Holdings or any of its

                                     -124-
<PAGE>

Subsidiaries (other than an Excluded Foreign Subsidiary) under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over Holdings or any of its
Subsidiaries (other than an Excluded Foreign Subsidiary), or over all or a
substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of Holdings or any of its Subsidiaries (other than an Excluded Foreign
Subsidiary) for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of Holdings or any of its Subsidiaries (other
than an Excluded Foreign Subsidiary), and any such event described in this
clause (ii) shall continue for 60 days without having been dismissed, bonded or
discharged; or

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

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

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

                                     -125-
<PAGE>

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

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

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

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g) with respect to Company or Holdings, automatically, and (2) so
long as any other Event of Default shall be continuing, at the request of (or
with the consent of) Requisite Lenders, upon notice to Company by Administrative
Agent, (A) the Revolving Commitments, if any, of each Lender having such
Revolving Commitments and the obligation of Issuing Bank to issue any Letter of
Credit shall immediately terminate; (B) each of the following shall immediately
become due and payable, in each case without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by each
Credit Party: (I) the unpaid principal amount of and accrued interest on the
Loans, (II) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (regardless of whether any
beneficiary under any such Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents or certificates
required to draw under

                                     -126-
<PAGE>

such Letters of Credit), and (III) all other Obligations; provided, the
foregoing shall not affect in any way the obligations of Lenders under Section
2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause the Collateral
Agent to enforce any and all Liens and security interests created pursuant to
Collateral Documents; and (D) Administrative Agent shall direct Company to pay
(and Company hereby agrees upon receipt of such notice, or upon the occurrence
of any Event of Default specified in Section 8.1(f) and (g) to pay) to
Administrative Agent such additional amounts of cash, to be held as security for
Company's reimbursement Obligations in respect of Letters of Credit then
outstanding, equal to the Letter of Credit Usage at such time.

SECTION 9. AGENTS

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

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

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intended to or shall be so construed as to impose upon any Agent any obligations
in respect hereof or any of the other Credit Documents except as expressly set
forth herein or therein.

         9.3.     GENERAL IMMUNITY.

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

                  (b)      Exculpatory Provisions. No Agent nor any of its
officers, partners, directors, employees or agents shall be liable to Lenders
for any action taken or omitted by any Agent under or in connection with any of
the Credit Documents except to the extent caused by such Agent's gross
negligence or willful misconduct. Each Agent shall be entitled to refrain from
any act or the taking of any action (including the failure to take an action) in
connection herewith or any of the other Credit Documents or from the exercise of
any power, discretion or authority vested in it hereunder or thereunder unless
and until such Agent shall have received instructions in respect thereof from
Requisite Lenders (or such other Lenders as may be required to give such
instructions under Section 10.5) and, upon receipt of such instructions from
Requisite Lenders (or such other Lenders, as the case may be), such Agent shall
be entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions. Any
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been

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signed or sent by the proper Person. Any Agent also may rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. Any Agent may
consult with legal counsel (who may be counsel for Company), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

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

         9.5.     LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.

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

                  (b)      [Intentionally omitted.]

         9.6.     RIGHT TO INDEMNITY. Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out hereof or the

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other Credit Documents; provided, no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct. If any indemnity furnished to any Agent for
any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, in no event shall this sentence require any Lender to
indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender's
Pro Rata Share thereof; and provided, further, this sentence shall not be deemed
to require any Lender to indemnify any Agent against any liability, obligation,
loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence.

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

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

                  (a)      Administrative Agent and Collateral Agent. Each of
Administrative Agent and Collateral Agent may resign at any time by giving 30
days' prior written notice thereof to Lenders and Company, and each of
Administrative Agent and Collateral Agent may be removed at any time with or
without cause by an instrument or concurrent instruments in writing delivered to
Company and Administrative Agent or Collateral Agent, as applicable, and signed
by Requisite Lenders. Upon any such notice of resignation or any such removal,
Requisite Lenders shall have the right, upon five Business Days' notice to
Company, to appoint a successor Administrative Agent or Collateral Agent with
Company's consent (not to be unreasonably withheld) unless an Event of Default
has occurred and is continuing or such successor is a Lender, in each of which
cases Company's consent need not be obtained. Upon the acceptance of any
appointment as Administrative Agent or Collateral Agent hereunder by a successor
Administrative Agent or Collateral Agent, that successor Administrative Agent or
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Administrative
Agent or Collateral Agent and the retiring or removed Administrative Agent or
Collateral Agent shall promptly (i) transfer to such successor Administrative
Agent all sums, Securities and other items of Collateral held under the
Collateral Documents, together with all

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records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Administrative Agent or Collateral
Agent under the Credit Documents, and (ii) execute and deliver to such successor
Administrative Agent or Collateral Agent such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent or
Collateral Agent of the security interests created under the Collateral
Documents, whereupon such retiring or removed Administrative Agent or Collateral
Agent shall be discharged from its duties and obligations hereunder. After any
retiring or removed Administrative Agent's or Collateral Agent's resignation or
removal hereunder as Administrative Agent or Collateral Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent hereunder.

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

         9.9.     COLLATERAL DOCUMENTS AND GUARANTY.

                  (a)      Agents under Collateral Documents and Guaranty. Each
Lender hereby further authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Lenders, to be the agent for and
representative of Lenders with respect to the Guaranty, the Collateral and the
Collateral Documents. Subject to Section 10.5, without further written consent
or authorization from Lenders, Administrative Agent or Collateral Agent, as
applicable may execute any documents or instruments necessary to (i) release any
Lien encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted hereby or to which Requisite Lenders (or such
other Lenders as may be required to give such consent under Section 10.5) have
otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to
Section 7.12 or with respect to which Requisite Lenders (or such other Lenders
as may be required to give such consent under Section 10.5) have otherwise
consented.

                  (b)      Right to Realize on Collateral and Enforce Guaranty.
Anything contained in any of the Credit Documents to the contrary
notwithstanding, Company, Administrative Agent and each Lender hereby agree that
(i) no Lender shall have any right individually to realize upon any of the
Collateral or to enforce the Guaranty, it being

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understood and agreed that all powers, rights and remedies hereunder may be
exercised solely by Administrative Agent, on behalf of Lenders in accordance
with the terms hereof and all powers, rights and remedies under the Collateral
Documents may be exercised solely by Collateral Agent, and (ii) in the event of
a foreclosure by Collateral Agent on any of the Collateral pursuant to a public
or private sale, Collateral Agent or any Lender may be the purchaser of any or
all of such Collateral at any such sale and Collateral Agent, as agent for and
representative of Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Collateral Agent at
such sale.

SECTION 10. MISCELLANEOUS

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

         10.2.    EXPENSES. Whether or not the transactions contemplated hereby
shall be consummated, Company agrees to pay promptly (a) all the actual and
reasonable costs and expenses of preparation of the Credit Documents and any
consents, amendments, waivers or other modifications thereto; (b) all the costs
of furnishing all opinions by counsel for Company and the other Credit Parties;
(c) the reasonable out-of-pocket fees, expenses and disbursements of outside
counsel to Agents in connection with the negotiation, preparation, execution and
administration of the Credit Documents and any consents, amendments, waivers or
other modifications thereto and any other documents or matters requested by
Company; (d) all the out-of-pocket actual costs and reasonable expenses of
creating and perfecting Liens in favor of Collateral Agent, for the benefit of
Lenders pursuant hereto, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums and
reasonable fees, expenses and disbursements of counsel to each Agent and of
counsel providing any opinions that any Agent or Requisite Lenders may request
in respect of the Collateral or the Liens created pursuant to the Collateral
Documents; (e) all the out-of-pocket actual

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costs and reasonable fees, expenses and disbursements of any auditors,
accountants, consultants or appraisers; (f) all the out-of-pocket actual costs
and reasonable expenses (including the reasonable fees, expenses and
disbursements of any appraisers, consultants, advisors and agents employed or
retained by Collateral Agent and its counsel) in connection with the custody or
preservation of any of the Collateral; (g) all other out-of-pocket actual and
reasonable costs and expenses incurred by each Agent in connection with the
syndication of the Loans and Commitments and the negotiation, preparation and
execution of the Credit Documents and any consents, amendments, waivers or other
modifications thereto and the transactions contemplated thereby; and (h) after
the occurrence of a Default or an Event of Default, (i) all costs and expenses
of inspections and visits by any Agent or Lender pursuant to Section 5.6 and
(ii) all out-of-pocket costs and expenses, including reasonable attorneys' fees
and costs of settlement, incurred by any Agent and Lenders in enforcing any
Obligations of or in collecting any payments due from any Credit Party hereunder
or under the other Credit Documents by reason of such Default or Event of
Default (including in connection with the sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty) or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a "work-out" or pursuant to any insolvency
or bankruptcy cases or proceedings.

         10.3.    INDEMNITY.

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

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<PAGE>

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

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

         10.5.    AMENDMENTS AND WAIVERS.

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

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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                           (i)      increase any Revolving or Delayed Draw
         Commitment of any Lender over the amount thereof then in effect without
         the consent of such Lender; provided, no amendment, modification or
         waiver of any condition

                                      -135-
<PAGE>

         precedent, covenant, Default or Event of Default shall constitute an
         increase in any Revolving or Delayed Draw Commitment of any Lender;

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

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

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

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

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

                  (d)      Execution of Amendments, etc. Administrative Agent
may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of such Lender.
Any waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it was given. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.5
shall be binding upon each Lender at the time outstanding, each future Lender
and, if signed by a Credit Party, on such Credit Party.

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<PAGE>

         10.6.    SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

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

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

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

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

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

                                      -137-
<PAGE>

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

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

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

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

                                      -138-
<PAGE>

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

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

                                      -139-
<PAGE>

participant agrees, for the benefit of Company, to comply with Section 2.21 as
though it were a Lender. To the extent permitted by law, each participant also
shall be entitled to the benefits of Section 10.4 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.17 as though it were
a Lender.

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

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

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

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

                                      -140-
<PAGE>

a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.

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

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

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

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

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

                                      -141-
<PAGE>

         10.15.   CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT
DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e)
AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS
OF ANY OTHER JURISDICTION.

         10.16.   WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES
TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH
PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CON-

                                      -142-
<PAGE>

SULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

         10.17.   CONFIDENTIALITY. Each Lender shall hold all non-public
information regarding Holdings and Company and their business identified as such
by Company and obtained by such Lender pursuant to the requirements hereof in
accordance with such Lender's customary procedures for handling confidential
information of such nature, it being understood and agreed by Holdings and
Company that, in any event, a Lender may make (i) disclosures of such
information to Affiliates of such Lender and to their agents and advisors (and
to other persons authorized by a Lender or Agent to organize, present or
disseminate such information in connection with disclosures otherwise made in
accordance with this Section 10.17), (ii) disclosures of such information
reasonably required by any bona fide or potential assignee, transferee or
participant in connection with the contemplated assignment, transfer or
participation by such Lender of any Loans or any participations therein or by
any direct or indirect contractual counterparties (or the professional advisors
thereto) in Financial Hedge Agreements (provided, such assignees, transferees,
participants, counterparties and advisors are advised of and agree to be bound
by the provisions of this Section 10.17), (iii) disclosure to any rating agency
when required by it, provided, prior to any disclosure, such rating agency shall
undertake in writing to preserve the confidentiality of any confidential
information relating to the Credit Parties received by it from any of the Agents
or any Lender, and (iv) required or requested by any governmental agency or
representative thereof or by the NAIC or pursuant to legal or judicial process;
provided, unless specifically prohibited by applicable law or court order, each
Lender shall make reasonable efforts to notify Company of any request by any
governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine
examination of such Lender by such governmental agency) for disclosure of any
such non-public information prior to disclosure of such information.
Notwithstanding anything to the contrary set forth herein, each party (and each
of their respective employees, representatives or other agents) may disclose to
any and all persons, without limitations of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials
of any kind (including without limitation, opinions and other tax analyses) that
are provided to any such party relating to such tax treatment and tax structure.
However, any information relating to the tax treatment or tax structure shall
remain subject to the confidentiality provisions hereof

                                      -143-
<PAGE>

(and the foregoing sentence shall not apply) to the extent reasonably necessary
to enable the parties hereto, their respective Affiliates, and their and their
respective Affiliates' directors and employees to comply with applicable
securities laws. For this purpose, "tax structure" means any facts relevant to
the federal income tax treatment of the transactions contemplated by this
Agreement but does not include information relating to the identity of any of
the parties hereto or any of their respective Affiliates.

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

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

         10.20.   WAIVER OF CERTAIN PROVISIONS RELATING TO THE LANDIS
ACQUISITION SUBORDINATED NOTES. The Company may deposit the proceeds of the
Landis Acquisition Senior Subordinated Notes in a segregated account which may
be secured for the benefit of the holders thereof or their agents and
representatives and apply such proceeds either (a) to pay Landis Acquisition
Financing Requirements on the Landis Acquisition Closing Date if the Landis
Acquisition Closing Date occurs on or prior to May 22, 2004 or (b) to prepay the
Landis Acquisition Senior Subordinated Notes if the Landis Acquisition does not
for any reason occur on or prior to May 22, 2004, in each case in accordance
with the escrow arrangement described in the offering circular relating to the
Landis Acquisition Senior Subordinated Notes and notwithstanding Sections 6.2,
6.3, 6.5 and 6.9 of this

                                      -144-
<PAGE>

Agreement, which Sections shall not be applicable to the transactions
contemplated by the escrow arrangements described therein.

                   Remainder of page intentionally left blank

                                      -145-
<PAGE>

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

                                             BPC HOLDING CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             BERRY PLASTICS CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             BERRY IOWA CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             PACKERWARE CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             KNIGHT PLASTICS, INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

<PAGE>

                                             BERRY STERLING CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             BERRY PLASTICS DESIGN CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             POLY-SEAL CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             BERRY PLASTICS ACQUISITIONS
                                             CORPORATION III

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             VENTURE PACKAGING, INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

<PAGE>

                                             VENTURE PACKAGING MIDWEST, INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             BERRY PLASTICS TECHNICAL SERVICES,
                                             INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             CPI HOLDING CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             AEROCON, INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             PESCOR, INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

<PAGE>

                                             BERRY TRI-PLAS CORPORATION

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             CARDINAL PACKAGING, INC.

                                             By:/s/ James M. Kratochvil
                                                --------------------------------
                                                    Name: James M. Kratochvil
                                                    Title: EVP & CFO

                                             GOLDMAN SACHS CREDIT PARTNERS
                                             L.P., as Administrative Agent and
                                             a Lender

                                             By:/s/ W. W. Archer
                                                --------------------------------
                                                            Authorized Signatory

                                             JPMORGAN CHASE BANK, as Syndication
                                             Agent and a Lender

                                             By: /s/ Stacey Haimes
                                                --------------------------------
                                                            Authorized Signatory

                                             FLEET NATIONAL BANK, as Collateral
                                             Agent, Issuing Bank and Swing Line
                                             Lender and a Lender

                                             By: /s/ Michael DiSandro
                                                --------------------------------
                                                            Authorized Signatory

<PAGE>

                                         THE ROYAL BANK OF SCOTLAND, as a
                                         Co-Documentation Agent and a Lender

                                         By: /s/ Curt Lueker
                                            --------------------------------
                                                        Authorized Signatory

                                         GENERAL ELECTRIC CAPITAL CORPORATION,
                                         as a Co-Documentation Agent and a
                                         Lender

                                         By: /s/ Joanna Young
                                            ------------------------------------
                                                        Authorized Signatory

                                         WEBSTER BANK, as a Lender

                                         By: /s/ Juliana B. Dalton
                                            ------------------------------------
                                                        Authorized Signatory

                                         MERRILL LYNCH CAPITAL, a division of
                                         Merrill Lynch Business Financial
                                         Services Inc., as a Lender

                                         By:/s/ Julia Mashanka
                                            ------------------------------------
                                                        Authorized Signatory

                                         ORIX FINANCIAL SERVICES., as a Lender

                                         By:/s/ Thomas Buda
                                            ------------------------------------
                                                        Authorized Signatory

<PAGE>

                                         KZH HIGHLAND-2 LLC, as a Lender

                                         By: /s/ Rowena Smith
                                            ------------------------------------
                                                        Authorized Signatory

<PAGE>

                                                                    APPENDIX A-1
                                                TO CREDIT AND GUARANTY AGREEMENT

                              TERM LOAN COMMITMENTS

Goldman Sachs Credit Partners L.P.              $330,000,000

                                  Appendix A-1
<PAGE>

                                                                    APPENDIX A-2
                                                TO CREDIT AND GUARANTY AGREEMENT

                              DELAYED DRAW COMMITMENTS

Goldman Sachs Credit Partners L.P.              $50,000,000

                                  Appendix A-2
<PAGE>

                                                                    APPENDIX A-3
                                                TO CREDIT AND GUARANTY AGREEMENT

                              REVOLVING COMMITMENTS

Goldman Sachs Credit Partners L.P.              $ 4,000,000
JPMorgan Chase Bank                             $14,000,000
Fleet National Bank                             $12,000,000
General Electric Capital Corporation            $20,000,000
The Royal Bank of Scotland                      $22,000,000
Webster Bank                                    $ 5,000,000
KZH Highland-2 LLC                              $ 5,000,000
Merrill Lynch Capital                           $ 8,000,000
Orix Financial Services                         $10,000,000

                                  Appendix A-3
<PAGE>

                                                                      APPENDIX B
                                                TO CREDIT AND GUARANTY AGREEMENT

                                NOTICE ADDRESSES

BERRY PLASTICS CORPORATION
      101 Oakley St.
      Evansville, IN 47710
      Attention:  James A. Kratochvil
      Telecopier:  (812) 424-0128

BPC HOLDING CORPORATION
      101 Oakley St.
      Evansville, IN 47710
      Attention:  James A. Kratochvil
      Telecopier:  (812) 424-0128

                                  APPENDIX B-1
<PAGE>

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Lead Arranger, Administrative Agent
and a Lender

      Goldman Sachs Credit Partners L.P.
      85 Broad Street
      New York, New York  10004
      Attention:  Stephen King
      Telecopier:  (212) 357-0932

with a copy to:

      Goldman Sachs Credit Partners L.P.
      85 Broad Street
      New York, New York  10004
      Attention: John Makrinos
      Telecopier:  (212) 357-4597

                                   APPENDIX B-2
<PAGE>

JPMORGAN CHASE BANK,
as Syndication Agent and a Lender
      JP Morgan Chase Bank
      270 Park Avenue, 38th Fl.
      New York, NY 10017
      Attention: Stacey Haimes
      Telecopier: (212) 270-7939

FLEET NATIONAL BANK
as Collateral Agent, Issuing Bank, and Swing
Line Lender
      Fleet Bank
      100 Federal St. MA DE 100-11A
      Boston, MA 02110
      Attention: Shai Patel
      Telecopier: (617) 434-4929

                                  APPENDIX B-3