<PAGE>

                                                                    EXHIBIT 10.1

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

                                          Published CUSIP Number: ______________

                                CREDIT AGREEMENT

                            Dated as of June 1, 2004

                                      among

                 HELEN OF TROY L.P., A TEXAS LIMITED PARTNERSHIP
                                as the Borrower,

                    HELEN OF TROY LIMITED, A BERMUDA COMPANY,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Sole Lead Arranger and Sole Book Manager

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


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
ARTICLE I.         DEFINITIONS AND ACCOUNTING TERMS
       1.01        Defined Terms.....................................................................   1
       1.02        Other Interpretive Provisions.....................................................  18
       1.03        Accounting Terms..................................................................  18
       1.04        Rounding..........................................................................  19
       1.05        Times of Day......................................................................  19
       1.06        Letter of Credit Amounts..........................................................  19

ARTICLE II.        THE COMMITMENTS AND CREDIT EXTENSIONS
       2.01        Revolving Loans...................................................................  19
       2.02        Borrowings, Conversions and Continuations of Revolving Loans......................  19
       2.03        Letters of Credit.................................................................  20
       2.04        Swing Line Loans..................................................................  27
       2.05        Prepayments.......................................................................  29
       2.06        Termination or Reduction of Commitments...........................................  29
       2.07        Repayment of Loans................................................................  30
       2.08        Interest..........................................................................  30
       2.09        Fees..............................................................................  30
       2.10        Computation of Interest and Fees..................................................  31
       2.11        Evidence of Debt..................................................................  31
       2.12        Payments Generally; Administrative Agent's Clawback...............................  31
       2.13        Sharing of Payments by Lenders....................................................  33
       2.14        Increase in Commitments...........................................................  33

ARTICLE III.       TAXES, YIELD PROTECTION AND ILLEGALITY
       3.01        Taxes.............................................................................  34
       3.02        Illegality........................................................................  36
       3.03        Inability to Determine Rates......................................................  36
       3.04        Increased Costs; Reserves on Eurodollar Rate Loans................................  36
       3.05        Compensation for Losses...........................................................  37
       3.06        Mitigation Obligations; Replacement of Lenders....................................  38
       3.07        Survival..........................................................................  38

ARTICLE IV.        CONDITIONS PRECEDENT TO Credit Extensions
       4.01        Conditions of Initial Credit Extension............................................  38
       4.02        Conditions to all Credit Extensions...............................................  40

ARTICLE V.         REPRESENTATIONS AND WARRANTIES
       5.01        Existence, Qualification and Power; Compliance with Laws..........................  40
       5.02        Authorization; No Contravention...................................................  40
       5.03        Governmental Authorization; Other Consents........................................  41
       5.04        Binding Effect....................................................................  41
       5.05        Financial Statements; No Material Adverse Effect..................................  41
       5.06        Litigation........................................................................  41
       5.07        No Default........................................................................  41
       5.08        Ownership of Property; Liens......................................................  41
       5.09        Environmental Compliance..........................................................  42
       5.10        Insurance.........................................................................  42
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                    <C>
       5.11        Taxes.............................................................................  42
       5.12        ERISA Compliance..................................................................  42
       5.13        Subsidiaries; Equity Interests....................................................  42
       5.14        Margin Regulations; Investment Company Act; Public Utility Holding Company Act....  43
       5.15        Disclosure........................................................................  43
       5.16        Compliance with Laws..............................................................  43
       5.17        Intellectual Property; Licenses, Etc..............................................  43
       5.18        Foreign Assets Control Regulations, Etc...........................................  43

ARTICLE VI.        AFFIRMATIVE COVENANTS
       6.01        Financial Statements..............................................................  44
       6.02        Certificates; Other Information...................................................  44
       6.03        Notices...........................................................................  45
       6.04        Payment of Obligations............................................................  46
       6.05        Preservation of Existence, Etc....................................................  46
       6.06        Maintenance of Properties.........................................................  46
       6.07        Maintenance of Insurance..........................................................  46
       6.08        Compliance with Laws..............................................................  46
       6.09        Books and Records.................................................................  46
       6.10        Inspection Rights.................................................................  46
       6.11        Use of Proceeds...................................................................  47

ARTICLE VII.       NEGATIVE COVENANTS
       7.01        Liens.............................................................................  47
       7.02        Investments.......................................................................  48
       7.03        Indebtedness......................................................................  49
       7.04        Fundamental Changes...............................................................  50
       7.05        Dispositions......................................................................  50
       7.06        Restricted Payments...............................................................  51
       7.07        Change in Nature of Business......................................................  51
       7.08        Transactions with Affiliates......................................................  51
       7.09        Burdensome Agreements.............................................................  51
       7.10        Use of Proceeds...................................................................  52
       7.11        Financial Covenants...............................................................  52
       7.12        Amendments of Subordinated Indebtedness...........................................  52
       7.13        Licenses..........................................................................  52
       7.14        Loan Parties......................................................................  53

ARTICLE VIII.      EVENTS OF DEFAULT AND REMEDIES
       8.01        Events of Default.................................................................  53
       8.02        Remedies Upon Event of Default....................................................  54
       8.03        Application of Funds..............................................................  55

ARTICLE IX.        ADMINISTRATIVE AGENT
       9.01        Appointment and Authority.........................................................  56
       9.02        Rights as a Lender................................................................  56
       9.03        Exculpatory Provisions............................................................  56
       9.04        Reliance by Administrative Agent..................................................  57
       9.05        Delegation of Duties..............................................................  57
       9.06        Resignation of Administrative Agent...............................................  57
       9.07        Non-Reliance on Administrative Agent and Other Lenders............................  58
       9.08        No Other Duties, Etc..............................................................  58
       9.09        Administrative Agent May File Proofs of Claim.....................................  58
       9.10        Guaranty Matters..................................................................  58
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                <C>                                                                                 <C>
ARTICLE X.         MISCELLANEOUS
      10.01        Amendments, Etc...................................................................  59
      10.02        Notices; Effectiveness; Electronic Communication..................................  60
      10.03        No Waiver; Cumulative Remedies....................................................  61
      10.04        Expenses; Indemnity; Damage Waiver................................................  61
      10.05        Payments Set Aside................................................................  62
      10.06        Successors and Assigns............................................................  62
      10.07        Treatment of Certain Information; Confidentiality.................................  65
      10.08        Right of Setoff...................................................................  65
      10.09        Interest Rate Limitation..........................................................  65
      10.10        Counterparts; Integration; Effectiveness..........................................  66
      10.11        Survival of Representations and Warranties........................................  66
      10.12        Severability......................................................................  66
      10.13        Replacement of Lenders............................................................  66
      10.14        Governing Law; Jurisdiction; Etc..................................................  67
      10.15        Waiver of Jury Trial..............................................................  68
      10.16        USA PATRIOT Act Notice............................................................  68
      10.17        ENTIRE AGREEMENT..................................................................  68
</TABLE>

                                      iii
<PAGE>

SCHEDULES

1.01     Existing Letters of Credit
2.01     Commitments and Applicable Percentages
5.13     Subsidiaries; Other Equity Investments
7.01     Existing Liens
7.03     Existing Indebtedness
10.02    Administrative Agent's Office; Certain Addresses for Notices

EXHIBITS

         FORM OF

A        Revolving Loan Notice
B        Swing Line Loan Notice
C        Revolving Loan Note
D        Swing Line Note
E        Compliance Certificate
F        Assignment and Assumption
G        Guaranty

                                       iv
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of June 1, 2004,
among HELEN OF TROY L.P., a limited partnership duly organized under the laws of
the State of Texas (the "Borrower"), HELEN OF TROY LIMITED, a Bermuda company
("Limited"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

      The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01  DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      "Acquisition" means the acquisition by any Person of (a) a majority of the
Equity Interests of another Person, (b) all or substantially all of the assets
of another Person or (c) all or substantially all of a line of business of
another Person, in each case (i) whether or not involving a merger or
consolidation with such other Person and (ii) whether in one transaction or a
series of related transactions.

      "Acquisition Consideration" means the consideration given by Limited or
any of its Subsidiaries for an Acquisition, including but not limited to the sum
of (without duplication) (a) the fair market value of any cash, property
(excluding Equity Interests) or services given, plus (b) the amount of any
Indebtedness assumed, incurred or guaranteed (to the extent not otherwise
included) in connection with such Acquisition by Limited or any of its
Subsidiaries.

      "Act" has the meaning specified in Section 10.17.

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, at any time, and with respect to any Person, (a) any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of the total voting power of voting Equity Interests
of such first Person or any Subsidiary or such first Person or any corporation
of which such first Person and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of the total voting power of
voting Equity Interests. As used in this definition, "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and "Controlled" has
the meaning correlative thereto. Unless the context otherwise clearly requires,
any reference to an "Affiliate" is a reference to an Affiliate of Limited.

      "Aggregate Commitments" means the Commitments of all the Lenders.

                                       1
<PAGE>

      "Agreement" means this Credit Agreement.

      "Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
determinations of arbitrators applicable to such Person and (b) in respect of
contracts made or performed in the State of Texas, "Applicable Law" shall also
mean the laws of the United States of America, including, without limitation in
addition to the foregoing, 12 USC Sections 85 and 86, and any other statute of
the United States of America now or at any time hereafter prescribing the
maximum rates of interest on loans and extensions of credit, and the laws of the
State of Texas.

      "Applicable Percentage" means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment at such time. If the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.

      "Applicable Rate" means the following percentages per annum, based upon
the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(b):

<TABLE>
<CAPTION>
                                                                               Eurodollar Rate
Pricing                                                          Commitment    for Loans and       Base Rate
Level                    Leverage Ratio                             Fee       Letters of Credit    for Loans
-------     ------------------------------------------------     ----------   -----------------    ---------
<S>         <C>                                                  <C>          <C>                  <C>
  I         Less than or equal to 1.50 to 1.00                     0.200%           0.750%           0.000%

  II        Greater than 1.50 to 1.00 but less than or equal       0.250%           0.875%           0.000%
            to 2.00 to 1.00

 III        Greater than 2.00 to 1.00 but less than or equal       0.250%           1.000%           0.000%
            to 2.50 to 1.00

  IV        Greater than 2.50 to 1.00 but less than or equal       0.300%           1.125%           0.000%
            to 3.00 to 1.00

  V         Greater than 3.00 to 1.00                              0.350%           1.250%           0.000%
</TABLE>

      Any increase or decrease in the Applicable Rate resulting from a change in
the Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section 6.02(b), then Pricing Level V
shall apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall remain in effect until
the first Business Day immediately following the date such Compliance
Certificate is actually delivered to the Administrative Agent. Notwithstanding
the foregoing, the Applicable Rate in effect from and after the Closing Date
through and including the date the first Compliance Certificate is delivered
pursuant to Section 6.02(b) for the first fiscal quarter ending after the
Closing Date shall be Level IV.

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

      "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b), and accepted by the

                                       2
<PAGE>

Administrative Agent, in substantially the form of Exhibit F or any other form
approved by the Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of Limited and its Subsidiaries for the fiscal year ended February 29,
2004, and the related consolidated statements of income or operations,
shareholders' equity, and cash flows for such fiscal year of Limited and its
Subsidiaries, including the notes thereto.

      "Auto-Extension Letter of Credit" has the meaning specified in Section
2.03(b)(iii).

      "Auto-Reinstatement Letter of Credit" has the meaning specified in Section
2.03(b)(iv).

      "Availability Period" means the period from and including the Closing Date
to the earlier of (a) the Maturity Date and (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.06.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Loan" means a Revolving Loan that bears interest based on the
Base Rate.

      "Borrower" has the meaning specified in the introductory paragraph hereto.

      "Borrowing" means a Revolving Borrowing or a Swing Line Borrowing, as the
context may require.

      "Bridge Notes" means those certain promissory note(s) of the Borrower in
aggregate principal amount of $200,000,000, payable to the order of Bank of
America Mezzanine Capital, LLC issued pursuant to the Bridge Notes Agreement.

      "Bridge Notes Agreement" means that certain Term Loan Credit Agreement,
among Bank of America Mezzanine Capital, LLC, Limited and the Borrower, pursuant
to which the Bridge Notes shall be issued, as amended, modified or supplemented
from time to time.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.

      "Capital Expenditures" means, with respect to any Person for any period,
the sum of the aggregate of any expenditures by such Person during such period
for an asset which is properly classifiable in relevant financial statements of
such Person as property, equipment or improvement, fixed assets or a similar
type of tangible capital asset in accordance with GAAP.

                                       3
<PAGE>

      "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurring of a liability in accordance with GAAP.

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means an event or series of events by which any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) becomes the
ultimate "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934)), directly or indirectly, of 50% or more of the
total voting power Voting Equity Interests of Limited, the Borrower or
HOT-Nevada, as the case may be, provided that in determining whether such
beneficial ownership has been acquired by any such "person" or "group", all
members of, or Affiliates of any of, the Current Control Group, shall be deemed
not to be persons or members of such acquiring group.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

      "Code" means the Internal Revenue Code of 1986.

      "Commitment" means, as to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit E.

      "Consolidated EBITDA" means for any period the sum of Consolidated Net
Earnings for such period, plus to the extent deducted in calculating
Consolidated Net Earnings for such period: the total of (a) non-cash expenses,
such as depreciation and amortization, (b) interest expense, and (c) federal and
state income and franchise tax expenses, for Limited and its Subsidiaries, all
determined in accordance with GAAP.

      "Consolidated Fixed Charges" means for any period the total of all Fixed
Charges of Limited and its Subsidiaries on a consolidated basis during such
period, and "Fixed Charges" shall mean for each such entity the sum of scheduled
principal payments (excluding voluntary prepayments), plus cash interest
expense, plus dividends/distributions and share repurchases (net of cash
received for the exercise price of options and issuance of Equity Interests in a
capital raising transaction) made to equity owners (other than
dividends/distributions solely for the payment of federal income taxes).

      "Consolidated Funded Indebtedness" means, as of any date of determination,
for Limited and its Subsidiaries on a consolidated basis (eliminating
intercompany Indebtedness), the sum of

            (a)   all obligations for borrowed money and all obligations
      evidenced by bonds, debentures, notes, loan agreements or similar
      instruments;

            (b)   all redemption obligations in respect of Redeemable Stock;

                                       4
<PAGE>

            (c)   all liabilities for the deferred purchase price of property
      acquired (excluding accounts payable arising in the ordinary course of
      business but including all liabilities created or arising under any
      conditional sale or other title retention agreement with respect to any
      such property);

            (d)   all liabilities appearing on its balance sheet in accordance
      with GAAP in respect of Capital Leases;

            (e)   all liabilities for borrowed money secured by any Lien with
      respect to any property owned (whether or not it has assumed or otherwise
      become liable for such liabilities);

            (f)   all outstanding reimbursement obligations in respect of
      letters of credit or instruments serving a similar function issued or
      accepted for its account by banks and other financial institutions
      (whether or not representing obligations for borrowed money);

            (g)   net obligations under all Swap Contracts; and

            (h)   without duplication, all Guarantees with respect to
      liabilities of a type described in any of clauses (a) through (g) hereof.

      "Consolidated Net Earnings" means for any period, net earnings (or loss)
after income taxes of Limited and its Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP, but not including in such net
earnings (or loss) the following:

            (a)   any extraordinary gain or loss arising from the sale of
      capital assets;

            (b)   any extraordinary gain or loss arising from any write-up or
      write-down of assets;

            (c)   net earnings of any Person in which Limited or any Subsidiary
      shall have an ownership interest other than a Subsidiary unless such net
      earnings (or any portion thereof) shall have actually been received by
      Limited or such Subsidiary in the form of cash distributions;

            (d)   earnings or losses of any Subsidiary accrued prior to the date
      it became a Subsidiary;

            (e)   any portion of the net earnings of any Subsidiary that is not
      a Loan Party that by reason of any contract or charter restriction or
      Applicable Law or regulation (or in the good faith judgment of the Board
      of Directors of Limited for any reason) is unavailable for payment of
      dividends to Limited or any of its Subsidiaries, provided that the
      aggregate amount of such net earnings that could be paid to Limited or a
      Subsidiary by loans or advances or repayment of loans or advances that are
      due beyond the Maturity Date, intercompany transfer or otherwise will be
      included in Consolidated Net Earnings;

            (f)   the earnings or losses of any Person acquired by Limited or
      any Subsidiary through purchase, merger, consolidation or otherwise, or
      the earnings or losses of any Person substantially all of whose assets
      have been acquired by Limited or any of its Subsidiaries, for any period
      prior to the date of such acquisition;

            (g)   any gain arising from the acquisition of any securities of
      Limited or any of its Subsidiaries;

            (h)   the earnings or losses attributable to discontinued
      operations, as determined in accordance with GAAP, and operations or
      businesses Disposed of prior to the date of determination, shall be
      excluded; and

            (i)   any other extraordinary gains or losses or any other gain or
      loss arising from any event or transaction that is unusual in nature and
      infrequent in occurrence (but which otherwise does not constitute

                                       5
<PAGE>

      an extraordinary item under GAAP) and which GAAP requires to be reported
      as a separate component of revenues and expenses from continuing
      operations.

      "Consolidated Net Worth" means, as of any date of determination, for
Limited and its Subsidiaries on a consolidated basis, Shareholders' Equity for
Limited and its Subsidiaries as of such date.

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

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Current Control Group" means (a) Gerald J. Rubin, (b) the spouse,
children and lineal descendants of Gerald J. Rubin or (c) the estate of, or any
trust for the benefit of Gerald J. Rubin or any of the persons described in
clause (b).

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus
2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Revolving Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

      "Dollar" and "$" mean lawful money of the United States.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

                                       6
<PAGE>

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

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

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with Limited within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes
of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by Limited or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from
a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.

      "Eurodollar Rate" means for any Interest Period with respect to a
Eurodollar Rate Loan (rounded upwards, as necessary, to the nearest 1/100th of
1%):

            (a)   the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen (or any successor thereto) that displays an average
      British Bankers Association Interest Settlement Rate for deposits in
      Dollars, which as of the Closing Date is Telerate screen 3750 (for
      delivery on the first day of such Interest Period) with a term equivalent
      to such Interest Period, determined as of approximately 11:00 a.m. (London
      time) two Business Days prior to the first day of such Interest Period, or

            (b)   if the rate referenced in the preceding clause (a) does not
      appear on such page or service or such page or service shall not be
      available, the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a term equivalent to such Interest Period,
      determined as of approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

            (c)   if the rates referenced in the preceding clauses (a) and (b)
      are not available, the rate per annum determined by the Administrative
      Agent as the rate of interest at which deposits in Dollars for delivery on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurodollar Rate Loan being made, continued or converted by
      Bank of America and with a term equivalent

                                       7
<PAGE>

      to such Interest Period would be offered by Bank of America's London
      Branch to major banks in the London interbank eurodollar market at their
      request at approximately 4:00 p.m. (London time) two Business Days prior
      to the first day of such Interest Period.

      "Eurodollar Rate Loan" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 10.13), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).

      "Existing Credit Agreement" means that certain Loan Agreement dated as of
September 22, 2003 among the Borrower, HOT-Barbados and Bank of America.

      "Existing Letters of Credit" means those letters of credit set forth on
Schedule 1.01.

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

      "Fee Letter" means the letter agreement, dated April 29, 2004, among the
Borrower, HOT-Barbados, the Administrative Agent and the Arranger.

      "Financial Projections" has the meaning specified in Section 5.05(c).

      "Fixed Charge Coverage Ratio" means, as of any date of determination, the
ratio of (a) the sum of (i) Consolidated EBITDA minus (ii) cash taxes paid by
Limited and its Subsidiaries (net of tax refunds), minus (iii) Capital
Expenditures of Limited and its Subsidiaries to (b) Consolidated Fixed Charges,
in each case for the items set forth in clauses (a) and (b) above for the period
of four consecutive fiscal quarters ending on such date.

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is a resident for tax
purposes. For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

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

                                       8
<PAGE>

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

      "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien); provided that a
Guarantee shall exclude (A) the endorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary course of such
Person's business, and (B) obligations under indemnities incurred in the
ordinary course of business or under stock purchase or asset purchase or sale
agreements, or which do not cover Indebtedness of the type described in clauses
(a) through (i) of the definition of Indebtedness. The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith. The term "Guarantee" as a verb has a corresponding
meaning.

      "Guaranteed Senior Note Agreement" means that certain Amended and Restated
Note Purchase, Guaranty and Master Shelf Agreement, dated as of December 31,
1996, among the parties thereto, including Limited, the Borrower and The
Prudential Insurance Company of America, as amended, modified or supplemented
from time to time.

      "Guaranteed Senior Notes" means those certain senior notes issued pursuant
to the Guaranteed Senior Note Agreement.

      "Guarantied Parties" has the meaning given to such term in each Guaranty.

      "Guarantors" means, collectively, Limited, HOT-Barbados, HOT-Nevada, HOT
Nevada, Inc., a Nevada corporation, Helen of Troy Texas Corporation, a Texas
corporation, Idelle Labs, Ltd., a Texas limited partnership, OXO International,
Ltd., a Texas limited partnership, and each other Subsidiary that executes a
Guaranty pursuant to Section 7.14.

      "Guaranty" means any Guaranty made by one or more Guarantors in favor of
the Guarantied Parties, substantially in the form of Exhibit G.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

                                       9
<PAGE>

      "Highest Lawful Rate" means at the particular time in question the maximum
rate of interest which, under Applicable Law, any Lender is then permitted to
charge on the Obligations. If the maximum rate of interest which, under
Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower. For purposes of determining the Highest Lawful Rate under Applicable
Law, the indicated rate ceiling shall be the lesser of (a)(i) the "weekly
ceiling", as that expression is defined in Section 303.003 of the Texas Finance
Code, as amended, or (ii) if available in accordance with the terms thereof and
at the Administrative Agent's option after notice to the Borrower and otherwise
in accordance with the terms of Section 303.103 of the Texas Finance Code, as
amended, the "annualized ceiling" and (b)(i) if the amount outstanding under
this Agreement is less than $250,000, twenty-four percent (24%), or (ii) if the
amount under this Agreement is equal to or greater than $250,000, twenty-eight
percent (28%) per annum.

      "Honor Date" has the meaning specified in Section 2.03(c)(i).

      "HOT-Barbados" means Helen of Troy Limited, a Barbados company.

      "HOT-Nevada" means Helen of Troy Nevada Corporation, a Nevada corporation
and general partner of HOT.

      "Increase Effective Date" has the meaning specified in Section 2.14(d).

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a)   all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b)   all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), bankers'
      acceptances, bank guaranties, surety bonds and similar instruments (but
      for purposes of Section 7.03 only, such obligations shall only be
      Indebtedness to the extent drawn upon or a claim is made in respect
      thereof);

            (c)   net obligations of such Person under any Swap Contract;

            (d)   all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business and, in each case, not past due for more than
      60 days after the date on which such trade account payable was created);

            (e)   indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

            (f)   Capital Leases and Synthetic Lease Obligations;

            (g)   all obligations of such Person to purchase, redeem, retire,
      defease or otherwise make any payment in respect of any Equity Interest in
      such Person or any other Person, valued, in the case of a redeemable
      preferred interest, at the greater of its voluntary or involuntary
      liquidation preference plus accrued and unpaid dividends;

            (h)   any "withdrawal liability" of such Person as such term is
      defined under Part I of Subtitle E of Title IV of ERISA; and

            (i)   all Guarantees of such Person in respect of any of the
      foregoing.

                                       10
<PAGE>

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation, a limited liability company or similar entity) in
which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any
net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date. The amount of any Capital Lease
or Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 10.04(b).

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each May, August, November and February and the
Maturity Date.

      "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Revolving Loan Notice
or such other period that is twelve months or less requested by the Borrower and
consented to by all the Lenders; provided that:

            (i)   any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

            (ii)  any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest
in such other Person and any arrangement pursuant to which the investor
Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

      "IP Rights" has the meaning specified in Section 5.17.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the
L/C Issuer and relating to any such Letter of Credit.

                                       11
<PAGE>

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding"
in the amount so remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a commercial
letter of credit or a standby letter of credit.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to $15,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      "Leverage Ratio" means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness on such date to (b) Consolidated EBITDA for the
period of the four consecutive fiscal quarters most recently ended for which
Limited has delivered financial statements pursuant to Section 6.01. For
purposes of calculating the Leverage Ratio as of any date, Consolidated EBITDA
shall be calculated on a pro forma basis (as certified by a Responsible Officer
of Limited to the Administrative Agent and as approved by the Administrative
Agent) assuming that all Acquisitions made, and all Dispositions completed,
during the four consecutive fiscal quarters the most recently ended has been
made on the first day of such period (but without any adjustment for projected
cost savings or other synergies).

                                       12
<PAGE>

      "Licenses" means, collectively, (a) the Revlon Licenses, (b) the Vidal
Sassoon Agreements and (c) any other license or similar agreement the loss of
which could be reasonably expected to have a Material Adverse Effect, and all
rights under any of those items described in clauses (a), (b) and (c)
immediately preceding.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Litigation" means any proceeding, claim, lawsuit, arbitration and/or
investigation by or before any Governmental Authority or arbitrator, including,
without limitation, proceedings, claims, lawsuits, and/or such investigations
conducted by or before any Governmental Authority or arbitrator or pursuant to
any environmental, occupational, safety and health, antitrust, unfair
competition, securities, tax or other Law, or under or pursuant to any contract,
agreement or other instrument.

      "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, each Note, the Fee Letter, and each
Guaranty.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) of the Borrower, or
Limited and its Subsidiaries, taken as a whole; (b) an impairment of the ability
of the Loan Parties, taken as a whole, to perform their obligations under any
Loan Document to which a Loan Party is a party; or (c) a material adverse effect
upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party.

      "Maturity Date" means (a) June 1, 2009 or (b) the date of termination of
the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

      "Non-Extension Notice Date" has the meaning specified in Section
2.03(b)(iii).

      "Notes" means collectively, the Revolving Loan Notes and the Swing Line
Note.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

      "Off-Balance Sheet Liabilities" means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase facility)
(i) the unrecovered investment of purchasers or transferees of assets so
transferred, and (ii) any other payment, recourse, repurchase, hold harmless,
indemnity or similar obligation of such Person or any of its Subsidiaries in
respect of assets transferred or payments made in respect thereof, other than
limited recourse provisions that are customary for transactions of such type and
that neither (x) have the effect of

                                       13
<PAGE>

limiting the loss or credit risk of such purchasers or transferees with respect
to payment or performance by the obligors of the assets so transferred nor (y)
impair the characterization of the transaction as a true sale under Applicable
Laws (including Debtor Relief Laws); (b) the monetary obligations under any
financing lease or so-called "synthetic," tax retention or off-balance sheet
lease transaction which, upon the application of any Debtor Relief Law to such
Person or any of its Subsidiaries, would be characterized as indebtedness; (c)
the monetary obligations under any sale and leaseback transaction which does not
create a liability on the consolidated balance sheet of such Person and its
Subsidiaries; or (d) any other monetary obligation arising with respect to any
other transaction which (i) is characterized as indebtedness for tax purposes
but not for accounting purposes in accordance with GAAP or (ii) is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheet of such Person and its
Subsidiaries (for purposes of this clause (d), any transaction structured to
provide tax deductibility as interest expense of any dividend, coupon or other
periodic payment will be deemed to be the functional equivalent of a borrowing).

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document; provided that Other Taxes shall exclude Excluded Taxes.

      "Outstanding Amount" means (i) with respect to Revolving Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Revolving Loans
and Swing Line Loans, as the case may be, occurring on such date; and (ii) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements by the Borrower of
Unreimbursed Amounts.

      "OXO Acquisition" means the acquisition by HOT or its Affiliates of
certain assets of Seller pursuant to the terms of the OXO Acquisition Agreement.

      "OXO Acquisition Agreement" means that certain Acquisition Agreement,
dated as of April 29, 2004 by and among World Kitchen (GHC), LLC, a Delaware
limited liability company, WKI Holding Company, Inc., a Delaware corporation,
World Kitchen, Inc., a Delaware corporation (collectively, the "Seller"), HOT
and Limited, without giving effect to any amendments, modifications and
supplements thereto which are not satisfactory to the Administrative Agent.

      "Participant" has the meaning specified in Section 10.06(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

                                       14
<PAGE>

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Redeemable Stock" means any Equity Interest of Limited or any of its
Subsidiaries which prior to the Maturity Date may be (a) mandatorily redeemable,
(b) redeemable at the option of the holder thereof or (c) convertible into
Indebtedness.

      "Register" has the meaning specified in Section 10.06(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, executive vice president, controller, treasurer or assistant
treasurer of a Loan Party. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

      "Restricted Payment" means, collectively, (a) any dividend or other
distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or other Equity Interest or on account of
any return of capital to Limited's stockholders, partners or members (or the
equivalent Person thereof), and (b) any payment or prepayment of principal,
interest, premium or penalty of or in respect of any Subordinated Indebtedness
or any defeasance, redemption, purchase, repurchase or other acquisition or
retirement for value, in whole or in part, of any Subordinated Indebtedness.

      "Revlon Licenses" means the (a) Amended and Restated International
Appliance, Comb and Brush and Fashion Hair Accessory License Agreement, made and
entered into as of January 1, 2004, by and between HOT-Barbados and Revlon
Consumer Products Corporation, a Delaware corporation, and (b) Amended and
Restated North America Appliance, Comb and Brush and Fashion Hair Accessory
License Agreement, made and entered into as of January 1, 2004, by and among
HOT-Barbados, Revlon Consumer Products Corporation, a Delaware corporation, and
Revlon (Suisse) S.A., a Swiss corporation.

      "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

      "Revolving Loan" has the meaning specified in Section 2.01.

                                       15
<PAGE>

      "Revolving Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially
in the form of Exhibit C.

      "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing, (b) a
conversion of Revolving Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Senior Debt" means, as of any date of determination, for Limited and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Funded Indebtedness as of such date minus (b) Subordinated
Indebtedness as of such date.

      "Senior Leverage Ratio" means, as of any date of determination, the ratio
of (a) Senior Debt on such date to (b) Consolidated EBITDA for the period of
four fiscal consecutive quarters most recently ended for which Limited has
delivered financial statements pursuant to Section 6.01. For purposes of
calculating the Senior Leverage Ratio as of any date, Consolidated EBITDA shall
be calculated on a pro forma basis (as certified by a Responsible Officer of
Limited to the Administrative Agent and as approved by the Administrative Agent)
assuming that all Acquisitions made, and all Dispositions completed, during the
four consecutive fiscal quarters the most recently ended has been made on the
first day of such period (but without any adjustment for projected cost savings
or other synergies).

      "Senior Notes" means, collectively, those certain senior notes of the
Borrower issued pursuant to the Senior Notes AGREEMENT, in form and substance
satisfactory to the Administrative Agent.

      "Senior Notes Agreement" means that certain Note Purchase Agreement, among
the parties thereto, including Limited and the Borrower, pursuant to which the
Senior Notes shall be issued, as amended, modified or supplemented from time to
time.

      "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of Limited and its Subsidiaries as of that
date determined in accordance with GAAP.

      "Subordinated Indebtedness" means any Indebtedness of Limited or any
Subsidiary which is expressly subordinated to the Obligations at all times
pursuant to terms satisfactory to the Required Lenders.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of Limited.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

                                       16
<PAGE>

      "Swap Obligations" means any and all obligations owed by any Loan Party to
any Lender or an Affiliate of a Lender in respect of a Swap Contract.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.04(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.

      "Swing Line Note" means that certain promissory note made by the Borrower
in favor of the Swing Line Lender, substantially in the form of Exhibit D.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$5,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Type" means, with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Vidal Sassoon Agreements" means the Master License Agreement, made and
entered into as of January 1, 2003, by and between HOT-Barbados and The Proctor
& Gamble Company, a corporation duly organized and existing under the laws of
Ohio.

                                       17
<PAGE>

      "Voting Equity Interests" of any Person means Equity Interests of any
class or classes having ordinary voting power for the election of at least a
majority of the members of the board of directors, managing general partners or
the equivalent governing body of such Person, irrespective of whether, at the
time, Equity Interests of any other class or classes or such entity shall have
or might have voting power by reason of the happening of any contingency.

      1.02  OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

            (a)   The definitions of terms herein shall apply equally to the
      singular and plural forms of the terms defined. Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine
      and neuter forms. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation." The word "will"
      shall be construed to have the same meaning and effect as the word
      "shall." Unless the context requires otherwise, (i) any definition of or
      reference to any agreement, instrument or other document (including any
      Organization Document) shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, supplemented or
      otherwise modified (subject to any restrictions on such amendments,
      supplements or modifications set forth herein or in any other Loan
      Document), (ii) any reference herein to any Person shall be construed to
      include such Person's successors and assigns, (iii) the words "herein,"
      "hereof" and "hereunder" and words of similar import when used in any Loan
      Document, shall be construed to refer to such Loan Document in its
      entirety and not to any particular provision thereof, (iv) all references
      in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to, the Loan Document in which such references appear, (v) any reference
      to any law shall include all statutory and regulatory provisions
      consolidating, amending replacing or interpreting such law and any
      reference to any law or regulation shall, unless otherwise specified,
      refer to such law or regulation as amended, modified or supplemented from
      time to time, and (vi) the words "asset" and "property" shall be construed
      to have the same meaning and effect and to refer to any and all tangible
      and intangible assets and properties, including cash, securities, accounts
      and contract rights.

            (b)   In the computation of periods of time from a specified date to
      a later specified date, the word "from" means "from and including;" the
      words "to" and "until" each mean "to but excluding;" and the word
      "through" means "to and including."

            (c)   Section headings herein and in the other Loan Documents are
      included for convenience of reference only and shall not affect the
      interpretation of this Agreement or any other Loan Document.

      1.03  ACCOUNTING TERMS.

      (a)   Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.

      (b)   Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders
and the Borrower); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP.

                                       18
<PAGE>

      1.04  ROUNDING. Any financial ratios required to be maintained pursuant to
this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places
by which such ratio is expressed herein and rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number).

      1.05  TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Central time (daylight or standard, as
applicable).

      1.06  LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01  REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
after giving effect to any Revolving Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Lender, plus such Lender's Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender's Commitment. Within the limits of each Lender's Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01, prepay under Section 2.05, and reborrow under this Section
2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.

      2.02  BORROWINGS, CONVERSIONS AND CONTINUATIONS OF REVOLVING LOANS.

      (a)   Each Revolving Borrowing, each conversion of Revolving Loans from
one Type to the other, and each continuation of Eurodollar Rate Loans shall be
made upon the Borrower's irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Revolving Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Revolving Loan Notice (whether telephonic or written) shall specify (i)
whether the Borrower is requesting a Revolving Borrowing, a conversion of
Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate
Loans, (ii) the requested date of the Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount of
Revolving Loans to be borrowed, converted or continued, (iv) the Type of
Revolving Loans to be borrowed or to which existing Revolving Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Revolving Loan in a
Revolving Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Revolving Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Revolving Loan Notice, but fails to specify
an Interest Period, the Borrower will be deemed to have specified an Interest
Period of one month.

                                       19
<PAGE>

      (b)   Following receipt of a Revolving Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Revolving Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a Revolving
Borrowing, each Lender shall make the amount of its Revolving Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 4.02 (and, if such Borrowing is the initial Credit
Extension, Section 4.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Revolving Loan Notice with respect to such
Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Borrowing shall be applied, first, to the payment in full
of any such L/C Borrowings, second, to the payment in full of any such Swing
Line Loans, and third, to the Borrower as provided above.

      (c)   Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

      (d)   The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Borrower and
the Lenders of any change in Bank of America's prime rate used in determining
the Base Rate promptly following the public announcement of such change.

      (e)   After giving effect to all Revolving Borrowings, all conversions of
Revolving Loans from one Type to the other, and all continuations of Revolving
Loans as the same Type, there shall not be more than fifteen Interest Periods in
effect with respect to Revolving Loans.

      2.03  LETTERS OF CREDIT.

      (a)   The Letter of Credit Commitment.

            (i)   Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit for the account of the
      Borrower or any other Subsidiary, and to amend or extend Letters of Credit
      previously issued by it, in accordance with subsection (b) below, and (2)
      to honor drawings under the Letters of Credit; and (B) the Lenders
      severally agree to participate in Letters of Credit issued for the account
      of the Borrower or any other Subsidiary and any drawings thereunder;
      provided that after giving effect to any L/C Credit Extension with respect
      to any Letter of Credit, (x) the Total Outstandings shall not exceed the
      Aggregate Commitments, (y) the aggregate Outstanding Amount of the
      Revolving Loans of any Lender, plus such Lender's Applicable Percentage of
      the Outstanding Amount of all L/C Obligations, plus such Lender's
      Applicable Percentage of the Outstanding Amount of all Swing Line Loans
      shall not exceed such Lender's Commitment, and (z) the Outstanding Amount
      of the L/C Obligations shall not exceed the Letter of Credit Sublimit.
      Each request by the Borrower for the issuance or amendment of a Letter of
      Credit shall be deemed to be a representation by the Borrower that the L/C
      Credit Extension so requested complies with the conditions set forth in
      the proviso to the preceding sentence. Within the foregoing limits, and
      subject to the terms and conditions hereof, the Borrower's ability to
      obtain Letters of Credit shall be fully revolving, and accordingly the
      Borrower may, during the foregoing period, obtain Letters of Credit to
      replace Letters of Credit that have expired or that have been drawn upon
      and reimbursed. All Existing

                                       20
<PAGE>

      Letters of Credit shall be deemed to have been issued pursuant hereto, and
      from and after the Closing Date shall be subject to and governed by the
      terms and conditions hereof.

            (ii)  The L/C Issuer shall not issue any Letter of Credit, if:

                  (A)   subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date; or

                  (B)   the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders have approved such expiry date.

            (iii) The L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:

                  (A)   any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters of
            credit generally or such Letter of Credit in particular or shall
            impose upon the L/C Issuer with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon the L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which the L/C Issuer in good faith deems material to it;

                  (B)   the issuance of such Letter of Credit would violate one
            or more policies of the L/C Issuer which generally apply to letters
            of credit issued by the L/C Issuer;

                  (C)   except as otherwise agreed by the Administrative Agent
            and the L/C Issuer, such Letter of Credit is in an initial face
            amount less than $50,000, in the case of a commercial Letter of
            Credit, or $50,000, in the case of a standby Letter of Credit;

                  (D)   such Letter of Credit is to be denominated in a currency
            other than Dollars; or

                  (E)   a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Borrower or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

            (iv)  The L/C Issuer shall not amend any Letter of Credit if the L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v)   The L/C Issuer shall be under no obligation to amend any
      Letter of Credit if (A) the L/C Issuer would have no obligation at such
      time to issue such Letter of Credit in its amended form under the terms
      hereof, or (B) the beneficiary of such Letter of Credit does not accept
      the proposed amendment to such Letter of Credit.

            (vi)  The L/C Issuer shall act on behalf of the Lenders with respect
      to any Letters of Credit issued by it and the documents associated
      therewith, and the L/C Issuer shall have all of the benefits and
      immunities (A) provided to the Administrative Agent in Article IX with
      respect to any acts taken or omissions suffered by the L/C Issuer in
      connection with Letters of Credit issued by it or proposed to be issued by
      it and Issuer Documents pertaining to such Letters of Credit as fully as
      if the term

                                       21
<PAGE>

      "Administrative Agent" as used in Article IX included the L/C Issuer with
      respect to such acts or omissions, and (B) as additionally provided herein
      with respect to the L/C Issuer.

      (b)   Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

            (i)   Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Borrower. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two Business Days (or such later date and time as the Administrative Agent
      and the L/C Issuer may agree in a particular instance in their sole
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to the L/C Issuer: (A) the proposed issuance date
      of the requested Letter of Credit (which shall be a Business Day); (B) the
      amount thereof; (C) the expiry date thereof; (D) the name and address of
      the beneficiary thereof; (E) the documents to be presented by such
      beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In
      the case of a request for an amendment of any outstanding Letter of
      Credit, such Letter of Credit Application shall specify in form and detail
      satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B)
      the proposed date of amendment thereof (which shall be a Business Day);
      (C) the nature of the proposed amendment; and (D) such other matters as
      the L/C Issuer may require. Additionally, the Borrower shall furnish to
      the L/C Issuer and the Administrative Agent such other documents and
      information pertaining to such requested Letter of Credit issuance or
      amendment, including any Issuer Documents, as the L/C Issuer or the
      Administrative Agent may reasonably require.

            (ii)  Promptly after receipt of any Letter of Credit Application,
      the L/C Issuer will confirm with the Administrative Agent (by telephone or
      in writing) that the Administrative Agent has received a copy of such
      Letter of Credit Application from one of the Borrower and, if not, the L/C
      Issuer will provide the Administrative Agent with a copy thereof. Unless
      the L/C Issuer has received written notice from any Lender, the
      Administrative Agent or any Loan Party, at least one Business Day prior to
      the requested date of issuance or amendment of the applicable Letter of
      Credit, that one or more applicable conditions contained in Article IV
      shall not then be satisfied, then, subject to the terms and conditions
      hereof, the L/C Issuer shall, on the requested date, issue a Letter of
      Credit for the account of the Borrower or any other applicable Subsidiary
      or enter into the applicable amendment, as the case may be, in each case
      in accordance with the L/C Issuer's usual and customary business
      practices. Immediately upon the issuance of each Letter of Credit, each
      Lender shall be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from the L/C Issuer a risk participation in such
      Letter of Credit in an amount equal to the product of such Lender's
      Applicable Percentage times the amount of such Letter of Credit.

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that has automatic extension provisions
      (each, an "Auto-Extension Letter of Credit"); provided that any such
      Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
      such extension at least once in each twelve-month period (commencing with
      the date of issuance of such Letter of Credit) by giving prior notice to
      the beneficiary thereof not later than a day (the "Non-Extension Notice
      Date") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
      the Borrower shall not be required to make a specific request to the L/C
      Issuer for any such extension. Once an Auto-Extension Letter of Credit has
      been issued, the Lenders shall be deemed to have authorized (but may not
      require) the L/C Issuer to permit the extension of such Letter of Credit
      at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not permit
      any such extension if (A) the L/C Issuer has determined that it would not
      be permitted, or would have no obligation, at such time to issue such
      Letter of Credit in its revised form (as extended) under the terms hereof
      (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
      otherwise), or (B) it has received notice (which may be by telephone or in
      writing) on or before the day that is five Business Days before the
      Non-Extension Notice Date (1) from the Administrative Agent that the
      Required Lenders have

                                       22
<PAGE>

      elected not to permit such extension or (2) from the Administrative Agent,
      any Lender or the Borrower that one or more of the applicable conditions
      specified in Section 4.02 is not then satisfied, and in each such case
      directing the L/C Issuer not to permit such extension.

            (iv)  If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that permits the automatic reinstatement
      of all or a portion of the stated amount thereof after any drawing
      thereunder (each, an "Auto-Reinstatement Letter of Credit"). Unless
      otherwise directed by the L/C Issuer, the Borrower shall not be required
      to make a specific request to the L/C Issuer to permit such reinstatement.
      Once an Auto-Reinstatement Letter of Credit has been issued, except as
      provided in the following sentence, the Lenders shall be deemed to have
      authorized (but may not require) the L/C Issuer to reinstate all or a
      portion of the stated amount thereof in accordance with the provisions of
      such Letter of Credit. Notwithstanding the foregoing, if such
      Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to
      reinstate all or any portion of the stated amount thereof after a drawing
      thereunder by giving notice of such non-reinstatement within a specified
      number of days after such drawing (the "Non-Reinstatement Deadline"), the
      L/C Issuer shall not permit such reinstatement if it has received a notice
      (which may be by telephone or in writing) on or before the day that is
      five Business Days before the Non-Reinstatement Deadline (A) from the
      Administrative Agent that the Required Lenders have elected not to permit
      such reinstatement or (B) from the Administrative Agent, any Lender or the
      Borrower that one or more of the applicable conditions specified in
      Section 4.02 is not then satisfied (treating such reinstatement as an L/C
      Credit Extension for purposes of this clause) and, in each case, directing
      the L/C Issuer not to permit such reinstatement.

            (v)   Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Borrower and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment.

      (c)   Drawings and Reimbursements; Funding of Participations.

            (i)   Upon receipt from the beneficiary of any Letter of Credit of
      any notice of a drawing under such Letter of Credit, the L/C Issuer shall
      notify the Borrower and the Administrative Agent thereof. Not later than
      11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Borrower shall reimburse the
      L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing. If the Borrower fail to so reimburse the L/C
      Issuer by such time, the Administrative Agent shall promptly notify each
      Lender of the Honor Date, the amount of the unreimbursed drawing (the
      "Unreimbursed Amount"), and the amount of such Lender's Applicable
      Percentage thereof. In such event, the Borrower shall be deemed to have
      requested a Revolving Borrowing of Base Rate Loans to be disbursed on the
      Honor Date in an amount equal to the Unreimbursed Amount, without regard
      to the minimum and multiples specified in Section 2.02 for the principal
      amount of Base Rate Loans, but subject to the amount of the unutilized
      portion of the Aggregate Commitments and the conditions set forth in
      Section 4.02 (other than the delivery of a Revolving Loan Notice). Any
      notice given by the L/C Issuer or the Administrative Agent pursuant to
      this Section 2.03(c)(i) may be given by telephone if immediately confirmed
      in writing; provided that the lack of such an immediate confirmation shall
      not affect the conclusiveness or binding effect of such notice.

            (ii)  Each Lender shall upon any notice pursuant to Section
      2.03(c)(i) make funds available to the Administrative Agent for the
      account of the L/C Issuer at the Administrative Agent's Office in an
      amount equal to its Applicable Percentage of the Unreimbursed Amount not
      later than 1:00 p.m. on the Business Day specified in such notice by the
      Administrative Agent, whereupon, subject to the provisions of Section
      2.03(c)(iii), each Lender that so makes funds available shall be deemed to
      have made a Base Rate Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Revolving Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 cannot be satisfied or for

                                       23
<PAGE>

      any other reason, the Borrower shall be deemed to have incurred from the
      L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that
      is not so refinanced, which L/C Borrowing shall be due and payable on
      demand (together with interest) and shall bear interest at the Default
      Rate. In such event, each Lender's payment to the Administrative Agent for
      the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be
      deemed payment in respect of its participation in such L/C Borrowing and
      shall constitute an L/C Advance from such Lender in satisfaction of its
      participation obligation under this Section 2.03.

            (iv)  Until each Lender funds its Revolving Loan or L/C Advance
      pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
      amount drawn under any Letter of Credit, interest in respect of such
      Lender's Applicable Percentage of such amount shall be solely for the
      account of the L/C Issuer.

            (v)   Each Lender's obligation to make Revolving Loans or L/C
      Advances to reimburse the L/C Issuer for amounts drawn under Letters of
      Credit, as contemplated by this Section 2.03(c), shall be absolute and
      unconditional and shall not be affected by any circumstance, including (A)
      any setoff, counterclaim, recoupment, defense or other right which such
      Lender may have against the L/C Issuer, the Borrower or any other Person
      for any reason whatsoever; (B) the occurrence or continuance of a Default,
      or (C) any other occurrence, event or condition, whether or not similar to
      any of the foregoing; provided, however, that each Lender's obligation to
      make Revolving Loans pursuant to this Section 2.03(c) is subject to the
      conditions set forth in Section 4.02 (other than delivery by the Borrower
      of a Revolving Loan Notice). No such making of an L/C Advance shall
      relieve or otherwise impair the obligation of the Borrower to reimburse
      the L/C Issuer for the amount of any payment made by the L/C Issuer under
      any Letter of Credit, together with interest as provided herein.

            (vi)  If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the L/C Issuer at a rate per annum equal to the
      greater of the Federal Funds Rate and a rate determined by the L/C Issuer
      in accordance with banking industry rules on interbank compensation. A
      certificate of the L/C Issuer submitted to any Lender (through the
      Administrative Agent) with respect to any amounts owing under this clause
      (vi) shall be conclusive absent manifest error.

      (d)   Repayment of Participations.

            (i)   At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Borrower or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Lender its Applicable
      Percentage thereof (appropriately adjusted, in the case of interest
      payments, to reflect the period of time during which such Lender's L/C
      Advance was outstanding) in the same funds as those received by the
      Administrative Agent.

            (ii)  If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 10.05
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Applicable Percentage thereof on demand of
      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned by such Lender, at a rate per
      annum equal to the Federal Funds Rate from time to time in effect. The
      obligations of the Lenders under this clause shall survive the payment in
      full of the Obligations and the termination of this Agreement.

                                       24
<PAGE>

      (e)   Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

            (i)   any lack of validity or enforceability of such Letter of
      Credit, this Agreement, or any other Loan Document;

            (ii)  the existence of any claim, counterclaim, setoff, defense or
      other right that any Loan Party may have at any time against any
      beneficiary or any transferee of such Letter of Credit (or any Person for
      whom any such beneficiary or any such transferee may be acting), the L/C
      Issuer or any other Person, whether in connection with this Agreement, the
      transactions contemplated hereby or by such Letter of Credit or any
      agreement or instrument relating thereto, or any unrelated transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv)  any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v)   any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, any
      Loan Party or any Subsidiary.

      The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

      (f)   Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as they may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer, shall
be liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft

                                       25
<PAGE>

and certificate(s) strictly complying with the terms and conditions of a Letter
of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      (g)   Cash Collateral. Upon the request of the Administrative Agent, (i)
if an Event of Default has occurred and is continuing, or (ii) if, as of the
Letter of Credit Expiration Date, any L/C Obligation for any reason remain
outstanding, the Borrower shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c)
set forth certain additional requirements to deliver Cash Collateral hereunder.
For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), "Cash
Collateralize" means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the
L/C Obligations, cash or deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and the L/C Issuer
(which documents are hereby consented to by the Lenders). Derivatives of such
term have corresponding meanings. The Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing to the extent used to Cash Collateralize the
Outstanding Amount of the L/C Obligations under this Section 2.03(g). Cash
Collateral shall be maintained in blocked, non-interest bearing (or, at the
request of the Borrower, interest bearing) deposit accounts at Bank of America.

      (h)   Applicability of ISP and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published
by the International Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.

      (i)   Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the "Letter of Credit Fee") for each Letter
of Credit equal to the Applicable Rate times the daily maximum amount available
to be drawn under such Letter of Credit (whether or not such maximum amount is
then in effect under such Letter of Credit). Such Letter of Credit Fees shall be
(i) computed on a quarterly basis in arrears and (ii) due and payable on the
first Business Day after the end of each May, August, November and February,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum
amount of each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

      (j)   Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee (i) with respect to each commercial Letter of Credit, at the rate
specified in the Fee Letter, computed on the amount of such Letter of Credit,
and payable upon the issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter of Credit, at a
rate separately agreed between the Borrower and the L/C Issuer, computed on the
amount of such increase, and payable upon the effectiveness of such amendment,
and (iii) with respect to each standby Letter of Credit, at the rate per annum
specified in the Fee Letter, computed on the actual daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit) and on a quarterly basis
in arrears, and due and payable on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

                                       26
<PAGE>

      (k)   Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

      (l)   Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower and Limited hereby acknowledge that the
issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrower and Limited, and that the Borrower's and Limited's
business derives substantial benefits from the businesses of such Subsidiaries.

      2.04  SWING LINE LOANS.

      (a)   The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans (each such loan, a
"Swing Line Loan") to the Borrower from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting
as Swing Line Lender, may exceed the amount of such Lender's Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender's Commitment, and provided, further,
that the Borrower shall not use the proceeds of any Swing Line Loan to refinance
any outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each
Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk
participation in such Swing Line Loan in an amount equal to the product of such
Lender's Applicable Percentage times the amount of such Swing Line Loan.

      (b)   Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of
the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower
requesting such Swing Line Borrowing at its office by crediting the account of
the Borrower on the books of the Swing Line Lender in immediately available
funds.

      (c)   Refinancing of Swing Line Loans.

            (i)   The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its behalf),
      that each Lender make a Base Rate Loan in an amount equal to such Lender's
      Applicable

                                       27
<PAGE>

      Percentage of the amount of Swing Line Loans then outstanding. Such
      request shall be made in writing (which written request shall be deemed to
      be a Revolving Loan Notice for purposes hereof) and in accordance with the
      requirements of Section 2.02, without regard to the minimum and multiples
      specified therein for the principal amount of Base Rate Loans, but subject
      to the unutilized portion of the Aggregate Commitments and the conditions
      set forth in Section 4.02. The Swing Line Lender shall furnish the
      Borrower with a copy of the applicable Revolving Loan Notice promptly
      after delivering such notice to the Administrative Agent. Each Lender
      shall make an amount equal to its Applicable Percentage of the amount
      specified in such Revolving Loan Notice available to the Administrative
      Agent in immediately available funds for the account of the Swing Line
      Lender at the Administrative Agent's Office not later than 1:00 p.m. on
      the day specified in such Revolving Loan Notice, whereupon, subject to
      Section 2.04(c)(ii), each Lender that so makes funds available shall be
      deemed to have made a Base Rate Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the Swing Line
      Lender.

            (ii)  If for any reason any Swing Line Loan cannot be refinanced by
      such a Revolving Borrowing in accordance with Section 2.04(c)(i), the
      request for Base Rate Loans submitted by the Swing Line Lender as set
      forth herein shall be deemed to be a request by the Swing Line Lender that
      each of the Lenders fund its risk participation in the relevant Swing Line
      Loan and each Lender's payment to the Administrative Agent for the account
      of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
      payment in respect of such participation.

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.04(c) by the time specified in Section 2.04(c)(i), the
      Swing Line Lender shall be entitled to recover from such Lender (acting
      through the Administrative Agent), on demand, such
      amount with interest thereon for the period from the date such payment is
      required to the date on which such payment is immediately available to the
      Swing Line Lender at a rate per annum equal to the greater of the Federal
      Funds Rate and a rate determined by the Swing Line Lender in accordance
      with banking industry rules on interbank compensation. A certificate of
      the Swing Line Lender submitted to any Lender (through the Administrative
      Agent) with respect to any amounts owing under this clause (iii) shall be
      conclusive absent manifest error.

            (iv)  Each Lender's obligation to make Revolving Loans or to
      purchase and fund risk participations in Swing Line Loans pursuant to this
      Section 2.04(c) shall be absolute and unconditional and shall not be
      affected by any circumstance, including (A) any setoff, counterclaim,
      recoupment, defense or other right which such Lender may have against the
      Swing Line Lender, the Borrower or any other Person for any reason
      whatsoever, (B) the occurrence or continuance of a Default, or (C) any
      other occurrence, event or condition, whether or not similar to any of the
      foregoing; provided, however, that each Lender's obligation to make
      Revolving Loans pursuant to this Section 2.04(c) is subject to the
      conditions set forth in Section 4.02. No such funding of risk
      participations shall relieve or otherwise impair the obligation of the
      Borrower to repay Swing Line Loans, together with interest as provided
      herein.

      (d)   Repayment of Participations.

            (i)   At any time after any Lender has purchased and funded a risk
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      distribute to such Lender its Applicable Percentage of such payment
      (appropriately adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's risk participation was funded)
      in the same funds as those received by the Swing Line Lender.

            (ii)  If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      10.05 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender shall pay to the Swing Line Lender
      its Applicable Percentage thereof on demand of the Administrative Agent,
      plus interest thereon from the date of such demand to the date such amount
      is returned, at a rate per annum equal to the Federal Funds Rate. The
      Administrative Agent will

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<PAGE>

      make such demand upon the request of the Swing Line Lender. The
      obligations of the Lenders under this clause shall survive the payment in
      full of the Obligations and the termination of this Agreement.

      (e)   Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant
to this Section 2.04 to refinance such Lender's Applicable Percentage of any
Swing Line Loan, interest in respect of such Applicable Percentage shall be
solely for the account of the Swing Line Lender.

      (f)   Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.05  PREPAYMENTS.

      (a)   The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Revolving Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior
to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender's Applicable Percentage of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving
Loans of the Lenders in accordance with their respective Applicable Percentages.

      (b)   The Borrower may, upon notice to the Swing Line Lender (with a copy
to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.

      (c)   If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect, the Borrower shall immediately prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal
to such excess; provided, however, that the Borrower shall not be required to
Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Loans the Total Outstandings exceed the
Aggregate Commitments then in effect.

      2.06  TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or from
time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00
a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Outstandings would exceed
the Aggregate Commitments, and (iv) if, after giving effect to any reduction of
the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall
be applied to the

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<PAGE>

Commitment of each Lender according to its Applicable Percentage. All fees
accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination.

      2.07  REPAYMENT OF LOANS.

      (a)   The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Revolving Loans outstanding on such date.

      (b)   The Borrower shall repay each Swing Line Loan on the Maturity Date.

      2.08  INTEREST.

      (a)   Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the lesser of (y)
the Highest Lawful Rate and (z) the Eurodollar Rate for such Interest Period
plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the lesser of (y) the Highest Lawful Rate and (z) the
Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the lesser of (y) the Highest Lawful
Rate and (z) the Base Rate plus the Applicable Rate.

      (b)   (i)   If any amount of principal of any Loan is not paid when due
      (without regard to any applicable grace periods), whether at stated
      maturity, by acceleration or otherwise, such amount shall thereafter bear
      interest at a fluctuating interest rate per annum at all times equal to
      the Default Rate to the fullest extent permitted by Applicable Laws.

            (ii)  If any amount (other than principal of any Loan) payable by
      the Borrower under any Loan Document is not paid when due (without regard
      to any applicable grace periods), whether at stated maturity, by
      acceleration or otherwise, then upon the request of the Required Lenders,
      such amount shall thereafter bear interest at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by Applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrower shall pay interest on the principal amount of
      all outstanding Obligations hereunder at a fluctuating interest rate per
      annum at all times equal to the lesser of (y) the Highest Lawful Rate and
      (z) the Default Rate, to the fullest extent permitted by Applicable Laws.

            (iv)  Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

      (c)   Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09  FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

      (a)   Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage, a
commitment fee equal to the Applicable Rate times the actual daily amount by
which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of
Revolving Loans and (ii) the Outstanding Amount of L/C Obligations. The
commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV
is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each May, August, November and

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<PAGE>

February, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The commitment fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. For purposes of computation of the commitment fee, Swing Line Loans
shall not be counted toward or considered usage of the Aggregate Commitments.

      (b)   Other Fees.

            (i)   The Borrower shall pay to the Arranger and the Administrative
      Agent for their own respective accounts fees in the amounts and at the
      times specified in the Fee Letter. Such fees shall be fully earned when
      paid and shall not be refundable for any reason whatsoever.

            (ii)  The Borrower shall pay to the Lenders such fees as shall have
      been separately agreed upon in writing in the amounts and at the times so
      specified. Such fees shall be fully earned when paid and shall not be
      refundable for any reason whatsoever.

      2.10  COMPUTATION OF INTEREST AND FEES. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. Subject to Section 10.09, all other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year). Interest shall accrue on each Loan
for the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.12(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.

      2.11  EVIDENCE OF DEBT.

      (a)   The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.

      (b)   In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

      2.12  PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a)   General. All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not

                                       31
<PAGE>

later than 2:00 p.m. on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Applicable Percentage (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender's Lending Office. All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by the Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as
the case may be.

      (b)   (i)   Funding by Lenders; Presumption by Administrative Agent.
      Unless the Administrative Agent shall have received notice from a Lender
      prior to the proposed date of any Revolving Borrowing that such Lender
      will not make available to the Administrative Agent such Lender's share of
      such Revolving Borrowing, the Administrative Agent may assume that such
      Lender has made such share available on such date in accordance with
      Section 2.02 and may, in reliance upon such assumption, make available to
      the Borrower a corresponding amount. In such event, if a Lender has not in
      fact made its share of the applicable Revolving Borrowing available to the
      Administrative Agent, then the applicable Lender and the Borrower
      severally agree to pay to the Administrative Agent forthwith on demand
      such corresponding amount in immediately available funds with interest
      thereon, for each day from and including the date such amount is made
      available to the Borrower to but excluding the date of payment to the
      Administrative Agent, at (A) in the case of a payment to be made by such
      Lender, the greater of the Federal Funds Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on
      interbank compensation and (B) in the case of a payment to be made by the
      Borrower, the interest rate applicable to Base Rate Loans. If the Borrower
      and such Lender shall pay such interest to the Administrative Agent for
      the same or an overlapping period, the Administrative Agent shall promptly
      remit to the Borrower the amount of such interest paid by the Borrower for
      such period. If such Lender pays its share of the applicable Revolving
      Borrowing to the Administrative Agent, then the amount so paid shall
      constitute such Lender's Revolving Loan included in such Revolving
      Borrowing. Any payment by the Borrower shall be without prejudice to any
      claim the Borrower may have against a Lender that shall have failed to
      make such payment to the Administrative Agent.

            (ii)  Payments by Borrowers; Presumptions by Administrative Agent.
      Unless the Administrative Agent shall have received notice from the
      Borrower prior to the date on which any payment is due to the
      Administrative Agent for the account of the Lenders or the L/C Issuer
      hereunder that the Borrower will not make such payment, the Administrative
      Agent may assume that the Borrower has made such payment on such date in
      accordance herewith and may, in reliance upon such assumption, distribute
      to the Lenders or the L/C Issuer, as the case may be, the amount due. In
      such event, if the Borrower has not in fact made such payment, then each
      of the Lenders or the L/C Issuer, as the case may be, severally agrees to
      repay to the Administrative Agent forthwith on demand the amount so
      distributed to such Lender or the L/C Issuer, in immediately available
      funds with interest thereon, for each day from and including the date such
      amount is distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Rate and a rate
      determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation.

      A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.

      (c)   Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

      (d)   Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Revolving Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 10.04(c) are
several and not joint. The failure of any Lender to make any Revolving Loan, to
fund any such

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<PAGE>

participation or to make any payment under Section 10.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Revolving Loan, purchase its participation or to
make its payment under Section 10.04(c).

      (e)   Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      2.13  SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of the Revolving Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it resulting in
such Lender's receiving payment of a proportion of the aggregate amount of
Revolving Loans or participations and accrued interest thereon greater than its
pro rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Revolving Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and other amounts owing them, provided that:

            (i)   if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii)  the provisions of this Section shall not be construed to apply
      to (x) any payment made by the Borrower pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Revolving Loans or subparticipations in L/C Obligations or
      Swing Line Loans to any assignee or participant, other than to the
      Borrower or any Subsidiary thereof (as to which the provisions of this
      Section shall apply).

      Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under Applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as full as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

      2.14  INCREASE IN COMMITMENTS.

      (a)   Request for Increase. Provided there exists no Default, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the
Borrower may from time to time, request an increase in the Aggregate Commitments
by an amount (for all such requests) not exceeding $25,000,000; provided that
(i) any such request for an increase shall be in a minimum amount of $5,000,000,
and (ii) the Borrower may make a maximum of three such requests. At the time of
sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Lenders).

      (b)   Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage of such requested increase. Any Lender
not responding within such time period shall be deemed to have declined to
increase its Commitment.

      (c)   Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrower and each Lender of the Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent and
the L/C Issuer (which

                                       33
<PAGE>

approvals shall not be unreasonably withheld), the Borrower may also invite
additional Eligible Assignees to become Lenders pursuant to a joinder agreement
in form and substance satisfactory to the Administrative Agent and its counsel.

      (d)   Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section 2.14, the Administrative Agent and the
Borrower shall determine the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date.

      (e)   Conditions to Effectiveness of Increase. As a condition precedent to
such increase, the Borrower shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of the Borrower,
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan
Documents are true and correct on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date,
and except that for purposes of this Section 2.14, the representations and
warranties contained in subsection (a) of Section 5.05 shall be deemed to refer
to the most recent statements furnished pursuant to clause (a) of Section 6.01,
and (B) no Default exists. The Borrower shall prepay any Revolving Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep the
outstanding Revolving Loans ratable with any revised Applicable Percentages
arising from any nonratable increase in the Commitments under this Section.

      (f)   Conflicting Provisions. This Section shall supersede any provisions
in Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01  TAXES.

      (a)   Payments Free of Taxes. Any and all payments by or on account of any
obligations of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Borrower shall be required by
Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with Applicable Law.

      (b)   Payment of Other Taxes by the Borrower. Without limiting the
provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with Applicable Law.

      (c)   Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

                                       34
<PAGE>

      (d)   Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

      (e)   Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by Applicable Law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by Applicable Law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by Applicable Law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

      Without limiting the generality of the foregoing, in the event that the
Borrower is a resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

            (i)   duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States is a party,

            (ii)  duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Code, (x) a
      certificate to the effect that such Foreign Lender is not (A) a "bank"
      within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
      shareholder" of the Borrower within the meaning of section 881(c)(3)(B) of
      the Code, or (C) a "controlled foreign corporation" described in section
      881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
      Service Form W-8BEN, or

            (iv)  any other form prescribed by Applicable Law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by Applicable Law to permit the
      Borrower to determine the withholding or deduction required to be made.

      (f)   Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the Borrower,
upon the request of the Administrative Agent, such Lender or the L/C Issuer,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or

                                       35
<PAGE>

the L/C Issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other
Person.

      3.02  ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender
to the Borrower through the Administrative Agent, any obligation of such Lender
to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to
Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted.

      3.03  INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Revolving Borrowing of Base Rate Loans in the amount specified therein.

      3.04  INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

      (a)   Increased Costs Generally. If any Change in Law shall:

            (i)   impose, modify or deem applicable any reserve, special
      deposit, compulsory loan, insurance charge or similar requirement against
      assets of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except any reserve requirement
      contemplated by Section 3.04(e)) or the L/C Issuer;

            (ii)  subject to any Lender or the L/C Issuer to any tax of any kind
      whatsoever with respect to this Agreement, any Letter of Credit, any
      participation in a Letter of Credit or any Eurodollar Loan made by it, or
      change the basis of taxation of payments to such Lender or the L/C Issuer
      in respect thereof (except for Indemnified Taxes or Other Taxes covered by
      Section 3.01 and the imposition of, or a change in the rate of, any
      Excluded Tax payable by such Lender or the L/C Issuer); or

            (iii) impose on any Lender or the L/C Issuer or the London interbank
      market any other condition, cost or expense affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such

                                       36
<PAGE>

Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or the L/C Issuer, as the case may be, for such additional costs
incurred or reduction suffered.

      (b)   Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the L/C Issuer's capital or on the capital of
such Lender's or the L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

      (c)   Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

      (d)   Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender or the L/C Issuer, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

      (e)   Reserves on Eurodollar Rate Loans. The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days' prior notice (with a
copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of
such notice.

      3.05  COMPENSATION FOR LOSSES. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

      (a)   any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b)   any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower;

                                       37
<PAGE>

      (c)   any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.13; or

      (d)   any assignment of a Eurodollar Rate Loan by Bank of America within
180 days after the Closing Date on a day other than the last day of the Interest
Period therefor;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

      3.06  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a)   Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

      (b)   Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Borrower may replace such Lender in accordance with Section
10.13.

      3.07  SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01  CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject
to satisfaction of the following conditions precedent:

      (a)   The Administrative Agent's receipt of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and each of the
Lenders:

            (i)   executed counterparts of this Agreement and the Guaranty,
      sufficient in number for distribution to the Administrative Agent, each
      Lender and the Borrower;

            (ii)  a Revolving Loan Note executed by the Borrower in favor of
      each Lender requesting a Revolving Loan Note;

                                       38
<PAGE>

            (iii) the Swing Line Note executed by the Borrower in favor of the
      Swing Line Lender;

            (iv)  such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of each
      Loan Party as the Administrative Agent may require evidencing the
      identity, authority and capacity of each Responsible Officer thereof
      authorized to act as a Responsible Officer in connection with this
      Agreement and the other Loan Documents to which such Loan Party is a
      party;

            (v)   such documents and certifications as the Administrative Agent
      may reasonably require to evidence that each Loan Party is duly organized
      or formed, and that each Loan Party is validly existing, in good standing
      and qualified to engage in business in each jurisdiction where its
      ownership, lease or operation of properties or the conduct of its business
      requires such qualification, except to the extent that failure to do so
      could not reasonably be expected to have a Material Adverse Effect;

            (vi)  a favorable opinion of Baker & McKenzie, counsel to the Loan
      Parties, Clarke Gittens & Farmer, special Barbados counsel for
      HOT-Barbados, and Conyers, Dill & Pearman, special Bermuda counsel for
      Limited, each addressed to the Administrative Agent and each Lender, as to
      such matters concerning the Loan Parties and the Loan Documents as the
      Required Lenders may reasonably request;

            (vii) a certificate of a Responsible Officer of each Loan Party
      either (A) attaching copies of all consents, licenses and approvals
      required in connection with the execution, delivery and performance by
      such Loan Party and the validity against such Loan Party of the Loan
      Documents to which it is a party, and such consents, licenses and
      approvals shall be in full force and effect, or (B) stating that no such
      consents, licenses or approvals are so required;

            (viii) a certificate signed by a Responsible Officer of Limited
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied, and (B) that there has been no event or circumstance
      since the date of the Audited Financial Statements that has had or could
      be reasonably expected to have, either individually or in the aggregate, a
      Material Adverse Effect; and (C) a calculation of the Leverage Ratio as of
      the last day of the fiscal quarter of Limited most recently ended prior to
      the Closing Date;

            (ix)  evidence that the Existing Credit Agreement has been or
      concurrently with the Closing Date is being terminated and obligations
      thereunder have been or concurrently with the Closing Date are being paid
      or satisfied in full;

            (x)   evidence satisfactory to the Administrative Agent that the OXO
      Acquisition shall have been consummated (or shall be consummated
      simultaneously with the initial Loan hereunder) pursuant to the terms of
      the OXO Acquisition Agreement;

            (xi)  the Bridge Notes shall have been or concurrently with the
      Closing Date issued; and

            (xii) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, the L/C Issuer, the Swing Line
      Lender or the Required Lenders reasonably may require.

      (b)   Any fees required to be paid on or before the Closing Date shall
have been paid.

      (c)   Unless waived by the Administrative Agent, the Borrower shall have
paid all fees, charges and disbursements of counsel to the Administrative Agent
to the extent invoiced prior to or on the Closing Date, plus such additional
amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

                                       39
<PAGE>

      Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      4.02  CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
to honor any Request for Credit Extension (other than a Revolving Loan Notice
requesting only a conversion of Revolving Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

      (a)   The representations and warranties of the Borrower and each other
Loan Party contained in Article V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
4.02, the representations and warranties contained in subsection (a) of Section
5.05 shall be deemed to refer to the most recent statements furnished pursuant
to clause (a) of Section 6.01.

      (b)   No Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.

      (c)   The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

      Each Request for Credit Extension (other than a Revolving Loan Notice
requesting only a conversion of Revolving Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      Limited and the Borrower represent and warrant to the Administrative Agent
and the Lenders that:

      5.01  EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Party and each Subsidiary thereof (a) is duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i)
own its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

      5.02  AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law. Each Loan Party and each of its Subsidiaries is in
compliance with all Contractual Obligations referred to in clause (b)(i), except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.

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<PAGE>

      5.03  GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

      5.04  BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, subject as to enforcement to any
Debtor Relief Laws and general equitable principles.

      5.05  FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a)   The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of Limited and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, Limited and its Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments and
Indebtedness.

      (b)   Since the date of the Audited Financial Statements, there has been
no event or circumstance, either individually or in the aggregate, that has had,
and continues to have, or could reasonably be expected to have a Material
Adverse Effect.

      (c)   The consolidated forecasted balance sheet and statements of income
and cash flows of Limited and its Subsidiaries (after giving effect to the OXO
Acquisition) (collectively, the "Financial Projections") delivered prior to the
Closing Date were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the
time of delivery of such forecasts, and represented, at the time of delivery, in
all material respects Limited's best estimate of its future financial
performance. Nothing in this clause (c) shall be deemed to constitute an
assurance by Limited or its Subsidiaries that they will meet the results
contained in the Financial Projections.

      (d)   As of the Closing Date, neither Limited nor any of its Subsidiaries
has any Off-Balance Sheet Liabilities.

      5.06  LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of Limited after due and diligent
investigation prior to the Closing Date, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against
Limited or any of its Subsidiaries or against any of their properties or
revenues that (a) could reasonably affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby, or (b)
either individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.

      5.07  NO DEFAULT. Neither Limited nor any of its Subsidiaries is in
default under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

      5.08  OWNERSHIP OF PROPERTY; LIENS. Limited and each of its Subsidiaries
has good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
property of Limited and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.

                                       41
<PAGE>

      5.09  ENVIRONMENTAL COMPLIANCE. Limited and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof Limited has reasonably concluded that such Environmental
Laws and claims could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

      5.10  INSURANCE. The properties of Limited and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of Limited, in such amounts, with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where Limited or the applicable Subsidiary
operates.

      5.11  TAXES. Limited and its Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid
all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against Limited or any of its Subsidiaries that would, if made, have
a Material Adverse Effect. Neither Limited nor any of its Subsidiaries thereof
is party to any tax sharing agreement. The Federal Income tax liabilities of
Limited and its Subsidiaries have been determined by the IRS and paid for all
fiscal years up to and including the fiscal year ending February 28, 1999.

      5.12  ERISA COMPLIANCE.

      (a)   Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of Limited, nothing has occurred which would prevent, or cause the
loss of, such qualification. Limited and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

      (b)   There are no pending or, to the best knowledge of Limited,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

      (c)   (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Limited
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
Limited nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Limited nor
any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA, except in each case with respect to clauses
(i) through (v) above where the occurrence or existence thereof could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

      5.13  SUBSIDIARIES; EQUITY INTERESTS. As of the Closing Date, Limited has
no Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13, and all of the outstanding Equity Interests in such Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by a Loan Party
in the amounts specified on Part (a) of Schedule 5.13 free and clear of all
Liens. As of the Closing Date, Limited and its Subsidiaries have no equity
investments in any other corporation or entity (other than a Subsidiary) other
than those specifically disclosed in Part (b) of Schedule 5.13. All of the
outstanding Equity Interests in the Borrower has been validly issued and are
fully paid and nonassessable. As of the Closing Date, Part (a) of Schedule 5.13
sets forth as to

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each Subsidiary of Limited the percentage of shares or interests of each class
of its Equity Interests owned by Limited and each other Subsidiary.

      5.14  MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a)   The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
Limited only or of Limited and its Subsidiaries on a consolidated basis) subject
to the provisions of Section 7.01 or Section 7.05 or subject to any restriction
contained in any agreement or instrument between Limited and any Lender or any
Affiliate of any Lender relating to Indebtedness and within the scope of Section
8.01(e) will be margin stock.

      (b)   Neither the Borrower, any Person Controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      5.15  DISCLOSURE. Limited and the Borrower has disclosed to the
Administrative Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which they or any of their Subsidiaries is subject, and
all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report,
financial statement, certificate or other information furnished (whether in
writing or orally) by or on behalf of any Loan Party to the Administrative Agent
or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case, as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, Limited and the Borrower represent
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time of delivery thereof.

      5.16  COMPLIANCE WITH LAWS. Each of Limited and each Subsidiary is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

      5.17  INTELLECTUAL PROPERTY; LICENSES, ETC. Limited and its Subsidiaries
own, or possess the right to use, all of the trademarks, service marks, trade
names, copyrights, patents, patent rights, franchises, licenses and other
intellectual property rights (collectively, "IP Rights") that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person, except to the extent that the failure to do
so could not reasonably be expected to have a Material Adverse Effect. No slogan
or other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by Limited or any
Subsidiary infringes upon any rights held by any other Person, except to the
extent that such infringement could not reasonably be expected to have a
Material Adverse Effect. No claim or litigation regarding any of the foregoing
is pending or, to the best knowledge of Limited, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

      5.18  FOREIGN ASSETS CONTROL REGULATIONS, ETC. Use of the proceeds of the
Credit Extensions will not violate the Trading with the Enemy Act, as amended,
or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto, or is in violation of any
federal statute or Presidential Executive Order, including without limitation
Executive Order 13224 66 Fed. Reg. 49079 (September 25, 2001) (Blocking Property
and Prohibiting Transactions with Persons who Commit, Threaten to Commit or
Support Terrorism), or the Act.

                                       43
<PAGE>

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, Limited shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary
to:

      6.01  FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender:

      (a)   as soon as available, but in any event within 90 days after the end
of each fiscal year of Limited (commencing with the fiscal year ended February
28, 2005), a consolidated and consolidating balance sheet of Limited and its
Subsidiaries as at the end of such fiscal year, and the related consolidated and
consolidating statements of income or operations, and consolidated statements of
shareholders' equity, and cash flows for such fiscal year, setting forth in each
case in comparative consolidated form the figures for the previous fiscal year,
all in reasonable detail and prepared in accordance with GAAP, such consolidated
statements to be audited and accompanied by a report and opinion of KPMG LLP or
such other independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any "going concern" or like qualification or exception
or any qualification or exception as to the scope of such audit and such
consolidating statements to be certified by a Responsible Officer of Limited to
the effect that such statements are fairly stated in all material respects when
considered in relation to the consolidated financial statements of Limited and
its Subsidiaries; and

      (b)   as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of Limited
(commencing with the fiscal quarter ended May 31, 2004), a consolidated and
consolidating balance sheet of Limited and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated and consolidating statements
of income or operations, and consolidated statements of shareholders' equity,
and cash flows for such fiscal quarter and for the portion of Limited's fiscal
year then ended, setting forth in each case in comparative consolidated form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail,
such consolidated statements to be certified by a Responsible Officer of Limited
as fairly presenting the financial condition, results of operations,
shareholders' equity, partners' capital and cash flows of Limited and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes and such consolidating statements to be
certified by a Responsible Officer of Limited to the effect that such statements
are fairly stated in all material respects when considered in relation to the
consolidated financial statements of Limited and its Subsidiaries.

As to any information contained in materials furnished pursuant to Section
6.02(d), Limited shall not be separately required to furnish such information
under clause (a) or (b) above, but the foregoing shall not be in derogation of
the obligation of Limited to furnish the information and materials described in
clauses (a) and (b) above at the times specified therein.

      6.02  CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

      (a)   concurrently with the delivery of the financial statements referred
to in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein or, if any such Default shall exist,
stating the nature and status of such event;

      (b)   concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b) (commencing with the delivery of the financial
statements for the fiscal quarter ended May 31, 2004), a duly completed
Compliance Certificate signed by a Responsible Officer of Limited;

                                       44
<PAGE>

      (c)   promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of Limited by independent accountants in connection with
the accounts or books of Limited or any Subsidiary, or any audit of any of them;

      (d)   promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of Limited, and copies of all annual, regular, periodic and special
reports and registration statements which Limited may file or be required to
file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934, and not otherwise required to be delivered to the Administrative Agent
pursuant hereto;

      (e)   promptly, and in any event within five Business Days after receipt
thereof by any Loan Party or any Subsidiary thereof, copies of each notice or
other correspondence received from the SEC (or comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary thereof; and

      (f)   promptly, such additional information regarding the business,
financial or corporate affairs of Limited or any Subsidiary, or compliance with
the terms of the Loan Documents, as the Administrative Agent or any Lender may
from time to time reasonably request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
Limited posts such documents, or provides a link thereto on Limited's website on
the Internet at the website address listed on Schedule 10.02; or (ii) on which
such documents are posted on Limited's behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) Limited shall deliver paper copies of
such documents to the Administrative Agent or any Lender that requests Limited
to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and (ii) Limited
shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every instance
Limited shall be required to provide paper copies of the Compliance Certificates
required by Section 6.02(b) to the Administrative Agent. Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by Limited
with any such request for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.

      6.03  NOTICES. Promptly notify the Administrative Agent and each Lender:

      (a)   of the occurrence of any Default;

      (b)   of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of Limited or any Subsidiary,
except to the extent that breach, non-performance or default could not
reasonably be expected to have a Material Adverse Effect or result in a Default;
(ii) any material dispute, litigation, investigation, proceeding or suspension
between Limited or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting Limited or any Subsidiary, including pursuant to any applicable
Environmental Laws, in which the amount involved is $5,000,000 or more, which
involve the probability of any judgment or liability not adequately covered by
insurance or (ii) in which injunctive or similar relief is sought, and which
could reasonably be expected to have a Material Adverse Effect;

      (c)   of the occurrence of any ERISA Event; and

                                       45
<PAGE>

      (d)   of any material change in accounting policies or financial reporting
practices by Limited or any Subsidiary; and

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of Limited setting forth details of the occurrence referred
to therein and stating what action Limited has taken and proposes to take with
respect thereto. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement and any other Loan
Document that have been breached.

      6.04  PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, except to the extent that
failure to pay or discharge obligations and liabilities could not reasonably be
expected to have a Material Adverse Effect, and such obligations and liabilities
shall include (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by Limited or such
Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien
upon its property; and (c) all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.

      6.05  PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

      6.06  MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition, ordinary wear and tear excepted; (b) make
all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.

      6.07  MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of Limited, insurance with respect
to its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts as are customarily carried under similar circumstances
by such other Persons.

      6.08  COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

      6.09  BOOKS AND RECORDS. Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of Limited or such Subsidiary, as the case may be.

      6.10  INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants. Before an Event of Default exists, (a) such visits and inspections
shall be at such reasonable times during business hours and as often as may be
reasonably desired, upon reasonable advance notice to Limited and the Borrower
and (b) the Borrower shall pay for the reasonable costs and expenses of the
Administrative Agent with respect to no more than one such visit and inspection
by the Administrative Agent during any twelve-month period. After an Event of
Default exists and is continuing, (a) such

                                       46
<PAGE>

visits and inspections may be at any time during normal business hours and
without advance notice and (b) the Borrower shall pay the reasonable costs and
expenses of all such visits and inspections.

      6.11  USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, Limited shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

      7.01  LIENS. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

      (a)   Liens pursuant to any Loan Document;

      (b)   Liens existing on the date hereof and listed on Schedule 7.01 and
any renewals or extensions thereof, provided that (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not
increased, (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

      (c)   Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

      (d)   carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

      (e)   pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

      (f)   deposits to secure the performance of bids, trade contracts and
leases (other than Indebtedness), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

      (g)   easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

      (h)   Liens, or an existing pledge of a deposit, securing payment of
senior debt by an Affiliate or Subsidiary to a foreign financial institution as
described in the financial statements delivered pursuant to Section 5.05 or
which may be disclosed from time to time by any such party; provided the
Indebtedness secured by such Liens does not exceed $10,000,000 in aggregate
principal amount;

      (i)   Liens securing Indebtedness permitted under Section 7.03(e);
provided that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of
the property being acquired on the date of acquisition;

                                       47
<PAGE>

      (j)   Liens in favor of a Loan Party;

      (k)   Liens on property of a Person existing at the time such Person is
acquired by, merged with or into or consolidated with Limited or a Subsidiary;
provided, that such Liens were in existence prior to the contemplation of such
acquisition, merger or consolidation and do not extend to any assets other than
those of the Person acquired by, merged into or consolidated with Limited or a
Subsidiary;

      (l)   Liens on property existing at the time of acquisition thereof by
Limited or a Subsidiary; provided, that such Liens were in existence prior to
the contemplation of such acquisition;

      (m)   Liens securing Indebtedness permitted by Section 7.03(h); and

      (n)   Liens existing on the Closing Date against the Investments described
in Section 7.02(j).

      7.02  INVESTMENTS. Make any Investments, except:

      (a)   Investments in the form of direct obligations of the United States
of America or any agency thereof or obligations guaranteed by the United States
of America or any agency thereof, in any case maturing within three years after
the acquisition thereof;

      (b)   Investments in bankers' acceptance, certificates of deposits,
eurodollar deposits or time deposits issued or accepted by any commercial bank
organized under the laws of the United States of America, any state thereof, or
the District of Columbia, and having combined capital, surplus and undivided
profits of at least $1,000,000,000 and having (or having parent holding company
that has) outstanding short term debt rated P-1 by Moody's Investor Service,
Inc. or A-1 by Standard and Poor's Rating Group and long-term debt rated at
least A by Moody's Investor Service, Inc. or Standard and Poor's Rating Group;

      (c)   Investments in commercial paper rated in one of the two highest
rating categories by Moody's Investor Service, Inc. or by Standard and Poor's
Rating Group and maturing not more than 270 days from the date of creation
thereof;

      (d)   repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (a) and (b) above
entered into with any financial institution meeting the qualifications specified
in clause (b) above;

      (e)   Investments in money market mutual funds that are classified as
current assets in accordance with generally accepted accounting principles and
that invest at least 95% of its assets in Investments described in clauses (a)
through (d) and of this definition maturing not more than one year after the
acquisition thereof, which funds are managed by Persons having, or who are
members of holding companies having, capital and surplus in excess of
$100,000,000;

      (f)   advances to officers, directors and employees of the Borrower and
Guarantors in an aggregate amount not to exceed $500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

      (g)   Investments of the Borrower in any Guarantor and Investments of any
Guarantor in the Borrower or in another Guarantor;

      (h)   Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;

                                       48
<PAGE>

      (i)   Investments as a result of Acquisitions, if each of the following
conditions has been satisfied: (i) subject to clause (iv) below, immediately
before and after giving effect to such Acquisition, no Default shall have
occurred and be continuing, (ii) if the Senior Leverage Ratio at the end of the
fiscal quarter immediately preceding such Acquisition is greater than 2.00 to
1.00, the aggregate Acquisition Consideration for all Acquisitions during the
fiscal year in which such proposed Acquisition is to occur shall not exceed 100%
of the Consolidated EBITDA (which for purposes of this calculation will include
the OXO Acquisition on a pro forma basis) for the fiscal year immediately
preceding such fiscal year, (iii) such Acquisition shall not be opposed by the
board of directors or similar governing body of the Person or assets being
acquired and (iv) if the Acquisition results in a Subsidiary being acquired and
on a pro forma basis a Default under Section 7.14 would occur as a result
thereof, such Subsidiary shall execute and deliver to the Lender (x) a Guaranty,
(y) such documents of the types referred to in clauses (iv) and (v) of Section
4.01(a) and (z) a favorable opinion of counsel to such Person located in the
jurisdiction of organization of such Person, in form, content and scope
reasonable satisfactory to Lender;

      (j)   Investments in 3,000,000 shares of common stock of Genio Holdings,
Inc. and any successor thereof (as adjusted by stock splits, dividends,
reclassifications or combinations thereof);

      (k)   Investments that are otherwise permitted by this Agreement,
including Section 7.03(i);

      (l)   Investments by a Subsidiary (other than a Loan Party) in any other
Subsidiary (other than a Loan Party); and

      (m)   so long as no Default exists or would result therefrom, Investments
not otherwise permitted to be made pursuant to clauses (a) through (l) above not
to exceed 15% of Consolidated Net Worth.

      7.03  INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

      (a)   Indebtedness under the Loan Documents;

      (b)   Indebtedness outstanding on the date hereof and listed on Schedule
7.03 or permitted hereunder, and any refinancings, refundings, renewals or
extensions thereof; provided that (i) the amount of such Indebtedness is not
increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with such
refinancing and by an amount equal to any existing commitments unutilized
thereunder and (ii) the terms relating to amortization, maturity, collateral (if
any) and subordination (if any), and other material terms taken as a whole, of
any such refinancing, refunding, renewing or extending Indebtedness, are no less
favorable in any material respect to the Loan Parties or the Lenders than the
terms of any agreement or instrument governing the Indebtedness being
refinanced, refunded, renewed or extended and the interest rate applicable to
any such refinancing, refunding, renewing or extending Indebtedness does not
exceed the then applicable market interest rate;

      (c)   Guarantees by Limited or any Subsidiary in respect of Indebtedness
otherwise permitted hereunder of the Borrower or any Guarantor;

      (d)   obligations (contingent or otherwise) of Limited or any Subsidiary
existing or arising under any Swap Contract, provided that (i) such obligations
are (or were) entered into by such Person in the ordinary course of business for
the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by
such Person, or changes in the value of securities issued by such Person, and
not for purposes of speculation or taking a "market view;" and (ii) such Swap
Contract does not contain any provision exonerating the non-defaulting party
from its obligation to make payments on outstanding transactions to the
defaulting party;

      (e)   Indebtedness in respect of Capital Leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(i); provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $25,000,000;

                                       49
<PAGE>

      (f)   Indebtedness in respect of the Senior Notes, the Senior Notes
Agreement, the Bridge Notes and the Bridge Notes Agreement;

      (g)   unsecured Indebtedness not otherwise permitted to be incurred
pursuant to any of clauses (a) through (f) above provided that (i) the final
maturity of such Indebtedness is beyond the Maturity Date and (ii) no Default
exists at the time of incurrence of any such Indebtedness or would result
therefrom;

      (h)   Indebtedness not to exceed $5,000,000 at any one time outstanding;
provided that at the time of, and after giving effect to, the incurrence of such
Indebtedness no Default shall exist; and

      (i)   intercompany Indebtedness (i) between Loan Parties, (ii) between
Subsidiaries that are not Loan Parties or (iii) between a Loan Party and a
Subsidiary that is not a Loan Party in which the net principal amount thereof,
together with all other such Indebtedness between Loan Parties and Subsidiaries
that are not Loan Parties, shall not exceed $25,000,000 in aggregate amount at
any time outstanding.

      7.04  FUNDAMENTAL CHANGES. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

      (a)   any Subsidiary may merge with (i) one of the Borrower, provided that
the Borrower shall be the continuing or surviving Person, or (ii) any one or
more other Subsidiaries, provided that when any Guarantor is merging with
another Subsidiary, the Guarantor shall be the continuing or surviving Person;

      (b)   any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to one of the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
Guarantor, then the transferee must either be the Borrower or a Guarantor; and

      (c)   Limited or any Subsidiary may make any Acquisition or Disposition
permitted by Section 7.02 or 7.05.

      7.05  DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition, except:

      (a)   Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

      (b)   Dispositions of inventory in the ordinary course of business;

      (c)   Dispositions of equipment or real property to the extent that (i)
such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property;

      (d)   Dispositions of property by Limited or any Subsidiary to one of the
Borrower or to a wholly-owned Subsidiary; provided that if the transferor of
such property is a Guarantor, the transferee thereof must either be the Borrower
or a Guarantor;

      (e)   Dispositions permitted by Section 7.04; and

      (f)   Dispositions of assets (including Equity Interests of a Subsidiary)
not otherwise permitted in clauses (a) through (e) above provided (i) there
exists no Default both before and after giving effect to any such Disposition
and (ii) the assets being Disposed of, together with all other assets Disposed
of during the period of 12 consecutive months ending on the date of such
Disposition generated less than 15% of Consolidated EBITDA determined as of the
end of the fiscal year immediately preceding such Disposition;

                                       50
<PAGE>

provided, however, that any Disposition pursuant to clauses (a) through (f)
shall be for fair market value.

      7.06  RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that, so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:

      (a)   each Subsidiary may make Restricted Payments to Limited, the
Guarantors and any other Person that owns an Equity Interest in such Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in
respect of which such Restricted Payment is being made;

      (b)   Limited and each Subsidiary may declare and make dividend payments
or other distributions payable solely in the common stock or other Equity
Interests of such Person (other than Redeemable Stock);

      (c)   Limited and each Subsidiary may pay, purchase, redeem or otherwise
acquire Equity Interests or Indebtedness issued or incurred by it with the
proceeds received from the substantially concurrent issue of new shares of its
common stock or other Equity Interests (other than Redeemable Stock) or
Subordinated Indebtedness;

      (d)   Limited may declare or pay cash dividends to its stockholders and
purchase, redeem or otherwise acquire for cash Equity Interests issued by it;
and

      (e)   Limited and each Subsidiary may make regularly scheduled payments of
interest on any Subordinated Indebtedness.

      7.07  CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business substantially different from those lines of business conducted by
Limited and its Subsidiaries on the date hereof or any business reasonably
related or incidental thereto (it being agreed that assets and business acquired
in respect of the OXO Acquisition are reasonably related).

      7.08  TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any kind
with any Affiliate of Limited, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
Limited or such Subsidiary as would be obtainable by Limited or such Subsidiary
at the time in a comparable arm's length transaction with a Person other than an
Affiliate, provided that the foregoing restriction shall not apply to
transactions between or among the Borrower and any Guarantor or between and
among any Guarantors.

      7.09  BURDENSOME AGREEMENTS. Enter into or be a party to any Contractual
Obligation (other than this Agreement and any other Loan Document) that limits
the ability (a) of any Subsidiary to make Restricted Payments to the Borrower or
any Guarantor or to otherwise transfer property to the Borrower or any
Guarantor, (b) of any Subsidiary to Guarantee the Indebtedness of the Borrower
or (c) of Limited or any Subsidiary to create, incur, assume or suffer to exist
Liens on property of such Person. The provisions of this Section 7.09 will not
apply to encumbrances or restrictions existing under or by reason of (i) the
Guaranteed Senior Note Agreement, the Bridge Notes, the Bridge Notes Agreement,
the Senior Notes, the Senior Notes Agreement, or agreements, instruments and
documents entered into in connection with Indebtedness permitted under Section
7.03(e) (g) or (h) and any restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such
restatements, renewals, increases, supplements, refundings, replacements or
refinancings are not materially more restrictive, taken as a whole, with respect
to such dividend and other payment restrictions than those contained in such
Contractual Obligations, (ii) applicable Laws, and (iii) customary
non-assignment provisions in Contractual Obligations entered into in the
ordinary course of business and consistent with past practices, (iv) purchase
money obligations permitted under this Agreement that impose restrictions on the
property so acquired, (v) Contractual Obligations in respect of the common stock
of Genio Holdings, Inc., (vi) any agreement for the Disposition of a Subsidiary
or assets of a Subsidiary that restricts distributions, the transfer of, or
encumbrances on such assets by that Subsidiary pending its Disposition or any
agreement entered into with respect to assets acquired or disposed of in
connection with an Acquisition or a Disposition, and (vii) Liens securing
Indebtedness that limit the right of the debtor to dispose of the assets subject
to such Lien.

                                       51
<PAGE>

      7.10  USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

      7.11  FINANCIAL COVENANTS.

      (a)   Consolidated Net Worth. Permit Consolidated Net Worth at any time to
be less than the sum of (i) $280,000,000 less the gross purchase price of the
repurchase of Limited's common shares made in June 2004 and July 2004 not to
exceed $25,000,000 in aggregate amount, (ii) an amount equal to 40% of the
Consolidated Net Earnings of each full fiscal quarter ending after February 29,
2004 (with no deduction for a net loss in any such fiscal quarter), (iii) an
amount equal to 100% of the aggregate increases in Shareholders' Equity of
Limited and its Subsidiaries after the date hereof by reason of the issuance and
sale of Equity Interests of Limited or any Subsidiary (other than issuances to
Limited or a wholly-owned Subsidiary), including upon any conversion of debt
securities of Limited into such Equity Interests, and (iv) 100% of the net worth
of any Person that becomes a Subsidiary or substantially all of the assets of
which are acquired by Limited or any Subsidiary to the extent the purchase price
therefor is paid in Equity Interests of Limited or any Subsidiary or pursuant to
the conversion or exchange of any convertible subordinated debt or redeemable
preferred stock into Equity Interests of Limited or any Subsidiary.

      (b)   Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio
as of the end of any fiscal quarter of Limited to be less than the ratio set
forth below opposite such fiscal quarter:

<TABLE>
<CAPTION>
                                                        Minimum Fixed
                                                       Charge Coverage
            Four Fiscal Quarters Ending                     Ratio
            ---------------------------                     -----
<S>                                                    <C>
Closing Date through and including November 30, 2004    1.25 to 1.00
Each fiscal quarter thereafter                          1.50 to 1.00
</TABLE>

      (c)   Leverage Ratio. Permit the Leverage Ratio at any time during any
period of four fiscal quarters of Limited set forth below to be greater than the
ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                                                       Maximum Leverage
            Four Fiscal Quarters Ending                     Ratio
            ---------------------------                     -----
<S>                                                    <C>
Closing Date through and including November 30, 2004     3.75 to 1.00
Each fiscal quarter thereafter                           3.50 to 1.00
</TABLE>

      7.12  AMENDMENTS OF SUBORDINATED INDEBTEDNESS. Change or permit any
Subsidiary to change or amend (or take any action or fail to take any action the
result of which is an effective amendment or change) or accept any waiver or
consent with respect to, any document, instrument or agreement relating to any
Subordinated Indebtedness that would result in (a) an increase in the principal,
interest, overdue interest, fees or other amounts payable under any Subordinated
Indebtedness, (b) an acceleration of any date fixed for payment or prepayment of
principal, interest, fees or other amounts payable under any Subordinated
Indebtedness (including, without limitation, as a result of any redemption), in
each case where such date fixed would result in a payment prior to the Maturity
Date, (c) a change in any of the subordination provisions of any Subordinated
Indebtedness, or (d) any other change in any term, provision or covenant of any
Subordinated Indebtedness that could reasonably be expected to have an adverse
effect on the interest of the Lenders.

      7.13  LICENSES. Assign or otherwise transfer any of the Licenses, in whole
or in part, except that Licenses may be transferred to HOT-Barbados or a
Guarantor if, and only if, (a) at the time of such transfer no Default exists or
would result therefrom and (b) at the time of such transfer, HOT is a Subsidiary
of HOT-Barbados.

                                       52
<PAGE>

            7.14  LOAN PARTIES. Permit (a) the aggregate assets of the Loan
Parties (excluding ownership interests in any Subsidiary of any Loan Party that
is not a Loan Party) as of the last date of any fiscal quarter to comprise less
than 80% of the aggregate assets of Limited and its Subsidiaries or (b) as of
the last date of any fiscal quarter, permit the aggregate EBITDA for the period
of four consecutive fiscal quarters ending on such date generated by the Loan
Parties to comprise less than 80% of the aggregate EBITDA generated by Limited
and its Subsidiaries during such period, and any such failure set forth in
either of clause (a) or (b) above continues for a period of (i) 45 days
following the end of the fiscal quarter on the last day of which such failure
occurs if such fiscal quarter is one of the first three fiscal quarters of a
fiscal year or (ii) 90 days following the end of the fiscal quarter on the last
day of which such failure occurs if such fiscal quarter is the last fiscal
quarter of a fiscal year without the delivery to the Administrative Agent of (A)
a Guaranty executed by one or more Subsidiaries with assets and/or EBITDA
sufficient to cure any failure set forth in clause (a) or (b) above and (B)
documents of the type referred to in clauses (iv) and (v) of Section 4.01(a) and
favorable opinions of counsel to such Subsidiaries (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the
Guaranty), all in form, content and scope reasonably satisfactory to the
Administrative Agent.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01  EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a)   Non-Payment. The Borrower fail to pay (i) when and as required to be
paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii)
within the earlier of (A) one Business Day's notice thereof by the
Administrative Agent or (B) three Business Days after the same becomes due, any
interest on any Loan or on any L/C Obligation, or any fee due hereunder, or
(iii) within the earlier of (A) one Business Day's notice thereof by the
Administrative Agent or (B) five Business Days after the same becomes due, any
other amount payable hereunder or under any other Loan Document; or

      (b)   Specific Covenants. Any Loan Party fails to perform or observe any
term, covenant or agreement contained in any of Section 6.03, 6.05, 6.10 or 6.11
or Article VII; or

      (c)   Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days; or

      (d)   Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made; or

      (e)   Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to
make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including amounts owing to all creditors under
any combined or syndicated credit arrangement) of more than $5,000,000 or (B)
fails to observe or perform any other agreement or condition relating to any
such Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event
of default under such Swap Contract as

                                       53
<PAGE>

to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in
such Swap Contract) or (B) any Termination Event (as so defined) under such Swap
Contract as to which any Loan Party is an Affected Party (as so defined) and, in
either event, the Swap Termination Value owed by such Loan Party as a result
thereof is greater than $5,000,000; or

      (f)   Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed or
unstayed for 60 calendar days, or an order for relief is entered in any such
proceeding; or

      (g)   Inability to Pay Debts; Attachment. (i) Any Loan Party or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

      (h)   Judgments. There is entered against any Loan Party or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding $5,000,000 not stayed, discharged or paid 30 days after entry thereof
(to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any one or more non-monetary final
judgments that have, or could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of 30 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or

      (i)   ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of any Loan Party or any Subsidiary under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$5,000,000, or (ii) Limited or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $5,000,000; or

      (j)   Invalidity of Loan Documents. Any provision of any Loan Document, at
any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party or any
other Person contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Loan Party denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document; or

      (k)   Change of Control. There occurs any Change of Control; or

      (l)   Licenses. Any License shall expire and not be renewed or shall be
otherwise terminated and such expiration, non-renewal or termination could
reasonably be expected to have a Material Adverse Effect.

      8.02  REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and
is continuing, the Administrative Agent shall, at the request of, or may, with
the consent of, the Required Lenders, take any or all of the following actions:

      (a)   declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

                                       54
<PAGE>

      (b)   declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, including
notice of intent to accelerate and notice of acceleration, all of which are
hereby expressly waived by the Borrower;

      (c)   require that the Borrower Cash Collateralize the L/C Obligations (in
an amount equal to the then Outstanding Amount thereof); and

      (d)   exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01, the obligation of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      8.03  APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article
III), ratably among them in proportion to the amounts described in this clause
Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders
and the L/C Issuer in proportion to the respective amounts described in this
clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuer, and to the extent payments under any Guaranty, to the Guarantied
Parties, in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit;

      Sixth, to any remaining outstanding unpaid Obligations, and to the extent
that any amounts are payments under any Guaranty, Swap Obligations in respect of
Swap Contracts, ratably among the Lenders, the L/C Issuer and the Guarantied
Parties in proportion to the respective amounts described in this clause Sixth
held by them; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                       55
<PAGE>

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01  APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall
have rights as a third party beneficiary of any of such provisions.

      9.02  RIGHTS AS A LENDER. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03  EXCULPATORY PROVISIONS. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

            (a)   shall not be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (b)   shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by the
      Required Lenders (or such other number or percentage of the Lenders as
      shall be expressly provided for herein or in the other Loan Documents),
      provided that the Administrative Agent shall not be required to take any
      action that, in its opinion or the opinion of its counsel, may expose the
      Administrative Agent to liability or that is contrary to any Loan Document
      or Applicable Law; and

            (c)   shall not, except as expressly set forth herein and in the
      other Loan Documents, have any duty to disclose, and shall not be liable
      for the failure to disclose, any information relating to any Loan Party or
      any of its respective Affiliates that is communicated to or obtained by
      the Person serving as the Administrative Agent or any of its Affiliates in
      any capacity.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or

                                       56
<PAGE>

(v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

      9.04  RELIANCE BY ADMINISTRATIVE AGENT. The Administrative 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 (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

      9.05  DELEGATION OF DUTIES. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the
Administrative 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 Administrative Agent.

      9.06  RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the
Loan Documents, the retiring Administrative Agent shall continue to hold such
collateral security until such time as a successor Administrative Agent is
appointed) and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this
Section. Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions
of this Article and Section 10.04 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights,

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<PAGE>

powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangement satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.

      9.07  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      9.08  NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers or other titles listed on
the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

      9.09  ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Loan Party)
shall be entitled and empowered, by intervention in such proceeding or otherwise

            (a)   to file and prove a claim for the whole amount of the
      principal and interest owing and unpaid in respect of the Loans, L/C
      Obligations and all other Obligations that are owing and unpaid and to
      file such other documents as may be necessary or advisable in order to
      have the claims of the Lenders, the L/C Issuer and the Administrative
      Agent (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Lenders, the L/C Issuer and the
      Administrative Agent and their respective agents and counsel and all other
      amounts due the Lenders, the L/C Issuer and the Administrative Agent under
      Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial
      proceeding; and

            (b)   to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

      9.10  GUARANTY MATTERS. The Lenders and the L/C Issuer irrevocably
authorize the Administrative Agent, at its option and in its discretion, to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Guarantor as a result of a transaction permitted hereunder, and
the Administrative Agent, the Lenders and the L/C Issuer shall release any
Guarantor subject to a Disposition permitted by Section 7.04 or 7.05.

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<PAGE>

      Upon request by the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent's authority to release any
Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by any
Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:

      (a)   waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

      (b)   extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

      (c)   postpone any date fixed by this Agreement or any other Loan Document
for any payment (excluding mandatory prepayments) of principal, interest, fees
or other amounts due to the Lenders (or any of them) hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby;

      (d)   reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary (i) to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the
rate of interest on any Loan or L/C Borrowing or to reduce any fee payable
hereunder;

      (e)   change Section 2.13 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

      (f)   change any provision of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; or

      (g)   release all or substantially all of the Guarantors from the Guaranty
without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (iv)
the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

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<PAGE>

      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a)   Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier
(with confirmation) as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

            (i)   if to the Borrower, the Administrative Agent, the L/C Issuer
      or the Swing Line Lender, to the address, telecopier number, electronic
      mail address or telephone number specified for such Person on Schedule
      10.02; and

            (ii)  if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      (b)   Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower
may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c)   Change of Address, Etc. Each of the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing
Line Lender.

      (d)   Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Revolving Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i)
such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices
to and other telephonic

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communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender, the L/C
Issuer or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a)   Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit, except to the extent
that the Administrative Agent, any Lender or the L/C Issuer is not entitled to
indemnification under this Agreement.

      (b)   Indemnification by the Borrower. THE BORROWER SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND THE L/C
ISSUER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON
BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM,
ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING
THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED
BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY
THE BORROWER OR ANY OTHER LOAN PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A
RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE
PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, (ii) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE
PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE L/C ISSUER TO HONOR A DEMAND
FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION
WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF
CREDIT), (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS
ON OR FROM ANY PROPERTY OWNED OR OPERATED BY LIMITED OR ANY OF ITS SUBSIDIARIES,
OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO LIMITED OR ANY OF ITS
SUBSIDIARIES, OR (iv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY, AND
REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE
INDEMNITEE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE
AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
RELATED EXPENSES (x) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY
FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR
WILLFUL

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MISCONDUCT OF SUCH INDEMNITEE OR (y) RESULT FROM A CLAIM BROUGHT BY ANY LOAN
PARTY AGAINST AN INDEMNITEE FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE'S
OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, IF SUCH LOAN PARTY HAS
OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION.

      (c)   Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

      (d)   Waiver of Consequential Damages, Etc. To the fullest extent
permitted by Applicable Law, the Borrower shall not assert, and hereby waive,
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, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

      (e)   Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f)   Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf
of the Borrower is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

      10.06 SUCCESSORS AND ASSIGNS.

      (a)   Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written

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consent of the Administrative Agent and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this Section
(and any other attempted assignment or transfer by any party hereto shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

      (b)   Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that

            (i)   except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to each such assignment, determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if "Trade Date" is specified in the Assignment
      and Assumption, as of the Trade Date, shall not be less than
      $5,000,000 unless each of the Administrative Agent and, so long as no
      Event of Default has occurred and is continuing, the Borrower otherwise
      consents (each such consent not to be unreasonably withheld or delayed);

            (ii)  each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loans or the Commitment assigned,
      except that this clause (ii) shall not apply to rights in respect of Swing
      Line Loans;

            (iii) any assignment of a Commitment must be approved by the
      Administrative Agent, the L/C Issuer and the Swing Line Lender unless the
      Person that is the proposed assignee is itself a Lender (whether or not
      the proposed assignee would otherwise qualify as an Eligible Assignee);
      and

            (iv)  the parties to each assignment shall execute and deliver to
      the Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500, and the Eligible Assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

      (c)   Register. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent's Office
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal

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<PAGE>

amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by each of the Borrower and the L/C Issuer at any reasonable time and
from time to time upon reasonable prior notice. In addition, at any time that a
request for a consent for a material or substantive change to the Loan Documents
is pending, any Lender wishing to consult with other Lenders in connection
therewith may request and receive from the Administrative Agent a copy of the
Register.

      (d)   Participations. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or any Loan Party or any of their
Subsidiaries or Affiliates) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.

      Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by Law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e)   Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 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 the Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 3.01(e) as though it were a
Lender.

      (f)   Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g)   Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

      (h)   Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Borrower,
resign as Swing Line Lender. In the event of any such

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resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled
to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no failure by the Borrower to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer,
it shall retain all the rights and obligations of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

      10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

      For purposes of this Section, "Information" means all information received
from Limited or any Subsidiary relating to Limited or any Subsidiary or any of
their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential
basis prior to disclosure by Limited or any Subsidiary. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

      10.08 RIGHT OF SETOFF. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by Applicable Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of any Loan Party against any and all of the obligations of such Loan Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of such Loan Party are owed to a branch
or office of such Lender or the L/C Issuer different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each
Lender, the L/C Issuer and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender
and the L/C Issuer agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application, provided that the failure to
give such notice shall not affect the validity of such setoff and application.

      10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the Highest Lawful

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<PAGE>

Rate. If the Administrative Agent or any Lender shall receive interest in an
amount that exceeds the Highest Lawful Rate, the excess interest shall be
applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to the Borrower. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Highest
Lawful Rate, such Person may, to the extent permitted by Applicable Law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations
hereunder.

      10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

      10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligations hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      10.12 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

      (a)   the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 10.06(b);

      (b)   such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);

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<PAGE>

      (c)   in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

      (d)   such assignment does not conflict with Applicable Laws.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

      10.14 GOVERNING LAW; JURISDICTION; ETC.

      (a)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS UNDER FEDERAL LAW.

      (b)   The parties hereto agree that Chapter 345 (other than Section
346.004) of the Texas Finance Code (which regulates certain revolving credit
accounts and revolving tri-party accounts) shall not apply to the Loans, L/C
Borrowings or the Obligations.

      (c)   SUBMISSION TO JURISDICTION. EACH OF THE BORROWER AND LIMITED
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN DALLAS
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF TEXAS
(DALLAS DIVISION), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWER OR LIMITED OR ANY OF THEIR RESPECTIVE PROPERTIES
IN THE COURTS OF ANY JURISDICTION.

      (d)   WAIVER OF VENUE. EACH OF THE BORROWER AND LIMITED IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

      (e)   SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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<PAGE>

      10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.

      10.17 ENTIRE AGREEMENT. This Agreement and the other Loan Documents
represent the final agreement AMONG the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements AMONG the parties.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                 HELEN OF TROY L.P., a Texas limited partnership

                                 By: HELEN OF TROY NEVADA CORPORATION, a
                                     Nevada corporation, General Partner

                                 By: /s/ GERALD J. RUBIN
                                     -------------------------------------------
                                     Gerald J. Rubin
                                     Chairman, Chief Executive Officer and
                                     President

                                 HELEN OF TROY LIMITED, a Bermuda corporation

                                 By: /s/ GERALD J. RUBIN
                                     ----------------------------------------
                                     Gerald J. Rubin
                                     Chairman, Chief Executive Officer and
                                     President

                                       1
<PAGE>

                                 BANK OF AMERICA, N.A., as Administrative Agent

                                 By: /s/ SUZANNE M. PAUL
                                     ------------------------------------------
                                     Suzanne M. Paul
                                     Vice President

                                       2
<PAGE>

                              BANK OF AMERICA, N.A., as a Lender, L/C Issuer and
                              Swing Line Lender

                              By: /s/ GARY MINGLE
                                  ----------------------------------------------
                                  Gary Mingle
                                  Senior Vice President

                                       3
<PAGE>

                                 [OTHER LENDERS]

                                       4