Exhibit 10.3


                          SECOND AMENDED AND RESTATED
                               CREDIT AGREEMENT,
                          dated as of April 23, 2004,
       (amending and restating the Amended and Restated Credit Agreement,
                          dated as of June 24, 2002),

                                     among

                              MUELLER GROUP, INC.,
                                as the Borrower,

                        VARIOUS FINANCIAL INSTITUTIONS,
                                as the Lenders,

                          CREDIT SUISSE FIRST BOSTON,
                   acting through its Cayman Islands Branch,
                          as the Administrative Agent
                                for the Lenders,

                            JPMorgan chase bank and
                         Deutsche Bank Securities Inc.,
                           as the Syndication Agents
                                for the Lenders.



                                 LEAD ARRANGER:

                           CREDIT SUISSE FIRST BOSTON



<PAGE>


                               TABLE OF CONTENTS

                                                                            Page


ARTICLE I   DEFINITIONS AND ACCOUNTING TERMS...................................4

     SECTION 1.1       Defined Terms...........................................4

     SECTION 1.2       Use of Defined Terms...................................39

     SECTION 1.3       Cross-References.......................................39

     SECTION 1.4       Accounting and Financial Determinations................39

ARTICLE II  COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND
            LETTERS OF CREDIT.................................................40

     SECTION 2.1  Commitments.................................................40

            SECTION 2.1.1    Term Loan Commitment.............................40

            SECTION 2.1.2    Revolving Loan Commitment and Swing Line Loan
                             Commitment.......................................41

            SECTION 2.1.3    Letter of Credit Commitment......................42

            SECTION 2.1.4    Lenders Not Permitted or Required to Make the
                             Loans............................................42

            SECTION 2.1.5    Issuer Not Permitted or Required to Issue
                             Letters of Credit................................43

     SECTION 2.2  Changes in Commitment Amount................................43

            SECTION 2.2.1    Reduction of Revolving Loan Commitment Amount....43

            SECTION 2.2.2    Increases in Revolving Loan Commitment Amount;
                             Additional Term Loan Commitments.................44

            SECTION 2.2.3    Foreign Loan Commitments.........................45

     SECTION 2.3       Borrowing Procedures and Funding Maintenance...........46

            SECTION 2.3.1    Term Loans and Revolving Loans...................46

            SECTION 2.3.2    Swing Line Loans.................................46

     SECTION 2.4       Continuation and Conversion Elections..................48

     SECTION 2.5       Funding................................................48

     SECTION 2.6       Issuance Procedures....................................48

            SECTION 2.6.1    Other Lenders' Participation.....................49

            SECTION 2.6.2    Disbursements; Conversion to Revolving Loans.....50

            SECTION 2.6.3    Reimbursement....................................50

            SECTION 2.6.4    Deemed Disbursements.............................51

            SECTION 2.6.5    Nature of Reimbursement Obligations..............51


                                      -i-
<PAGE>


            SECTION 2.6.6    Existing Letters of Credit.......................52

     SECTION 2.7       Register; Notes........................................52

ARTICLE III       REPAYMENTS, PREPAYMENTS, INTEREST AND FEES..................53

     SECTION 3.1       Repayments and Prepayments; Application................53

            SECTION 3.1.1    Repayments and Prepayments.......................53

            SECTION 3.1.2    Application......................................57

     SECTION 3.2       Interest Provisions....................................58

            SECTION 3.2.1    Rates............................................58

            SECTION 3.2.2    Post-Maturity Rates..............................58

            SECTION 3.2.3    Payment Dates....................................58

     SECTION 3.3       Fees...................................................59

            SECTION 3.3.1    Commitment Fee...................................59

            SECTION 3.3.2    Administrative Agent Fee.........................60

            SECTION 3.3.3    Letter of Credit Fee.............................60

ARTICLE IV        CERTAIN LIBO RATE AND OTHER PROVISIONS......................60

     SECTION 4.1       LIBO Rate Lending Unlawful.............................60

     SECTION 4.2       Deposits Unavailable...................................61

     SECTION 4.3       Increased LIBO Rate Loan Costs, etc....................61

     SECTION 4.4       Funding Losses.........................................61

     SECTION 4.5       Increased Capital Costs................................61

     SECTION 4.6       Taxes..................................................62

     SECTION 4.7       Payments, Computations, etc............................64

     SECTION 4.8       Sharing of Payments....................................65

     SECTION 4.9       Setoff.................................................65

     SECTION 4.10      Mitigation.............................................66

     SECTION 4.11      Replacement of Lenders; Defaulting Lenders.............66

ARTICLE V              CONDITIONS TO CREDIT EXTENSIONS........................67

     SECTION 5.1       Initial Credit Extension...............................67

            SECTION 5.1.1    Resolutions, etc.................................67

            SECTION 5.1.2    Other Transaction Documents......................67


                                     -ii-
<PAGE>


                               TABLE OF CONTENTS
                                   (continued)

            SECTION 5.1.3    Effective Date Certificate.......................67

            SECTION 5.1.4    Agreement; Delivery of Notes.....................68

            SECTION 5.1.5    Subsidiary Guaranty..............................68

            SECTION 5.1.6    Pledge and Security Agreements, etc..............68

            SECTION 5.1.7    UCC Filing Service...............................69

            SECTION 5.1.8    Financial Information, Compliance Certificate
                             etc. ............................................69

            SECTION 5.1.9    Solvency, etc....................................70

            SECTION 5.1.10   Consummation of Transaction......................70

            SECTION 5.1.11   Intercreditor Agreement..........................70

            SECTION 5.1.12   Opinions of Counsel..............................70

            SECTION 5.1.13   Insurance........................................70

            SECTION 5.1.14   Closing Fees, Expenses, etc......................70

            SECTION 5.1.15   Satisfactory Legal Form..........................70

     SECTION 5.2  All Credit Extensions.......................................71

            SECTION 5.2.1    Compliance with Warranties, No Default, etc......71

            SECTION 5.2.2    Credit Extension Request.........................71

ARTICLE VI  REPRESENTATIONS AND WARRANTIES....................................71

     SECTION 6.1  Organization, etc...........................................71

     SECTION 6.2  Due Authorization, Non-Contravention, etc...................72

     SECTION 6.3  Government Approval, Regulation, etc........................72

     SECTION 6.4  Validity, etc...............................................72

     SECTION 6.5  Financial Information.......................................72

     SECTION 6.6  No Material Adverse Change..................................73

     SECTION 6.7  Litigation, etc.............................................73

     SECTION 6.8  Subsidiaries................................................73

     SECTION 6.9  Ownership of Properties.....................................73

     SECTION 6.10 Taxes.......................................................73

     SECTION 6.11 Pension and Welfare Plans...................................73

     SECTION 6.12 Environmental Matters.......................................74

     SECTION 6.13 Regulations U and X.........................................74


                                     -iii-
<PAGE>


                               TABLE OF CONTENTS
                                   (continued)

     SECTION 6.14 Accuracy of Information.....................................74

     SECTION 6.15 Solvency....................................................75

     SECTION 6.16 No Actions Taken............................................75

     SECTION 6.17 Issuance of Other Transaction Indebtedness; Status of
                  Obligations as Senior Indebtedness, etc.....................75

ARTICLE VII COVENANTS.........................................................76

     SECTION 7.1       Affirmative Covenants..................................76

            SECTION 7.1.1    Financial Information, Reports, Notices, etc.....76

            SECTION 7.1.2    Compliance with Laws, etc........................78

            SECTION 7.1.3    Maintenance of Properties........................78

            SECTION 7.1.4    Insurance........................................78

            SECTION 7.1.5    Books and Records................................78

            SECTION 7.1.6    Environmental Covenant...........................79

            SECTION 7.1.7    Future Subsidiaries..............................79

            SECTION 7.1.8    Future Leased Property and Future Acquisitions
                             of Real Property; Future Acquisition of Other
                             Property.........................................80

            SECTION 7.1.9    Use of Proceeds, etc.............................81

            SECTION 7.1.10   Hedging Obligations..............................82

            SECTION 7.1.11   Rating of Loans..................................82

            SECTION 7.1.12   IP Agreements....................................82

            SECTION 7.1.13   Mortgage Amendments..............................82

     SECTION 7.2       Negative Covenants.....................................82

            SECTION 7.2.1    Business Activities..............................82

            SECTION 7.2.2    Indebtedness.....................................83

            SECTION 7.2.3    Liens............................................85

            SECTION 7.2.4    Financial Covenants..............................87

            SECTION 7.2.5    Investments......................................88

            SECTION 7.2.6    Restricted Payments, etc.........................90

            SECTION 7.2.7    Capital Expenditures, etc........................92

            SECTION 7.2.8    Consolidation, Merger, etc.......................93

            SECTION 7.2.9    Asset Dispositions, etc..........................94


                                     -iv-
<PAGE>


                               TABLE OF CONTENTS
                                   (continued)

            SECTION 7.2.10   Modification of Certain Agreements...............95

            SECTION 7.2.11   Transactions with Affiliates.....................95

            SECTION 7.2.12   Negative Pledges, Restrictive Agreements, etc....96

            SECTION 7.2.13   Securities of Subsidiaries.......................97

            SECTION 7.2.14   Sale and Leaseback...............................97

ARTICLE VIII      EVENTS OF DEFAULT...........................................97

     SECTION 8.1       Listing of Events of Default...........................97

            SECTION 8.1.1    Non-Payment of Obligations.......................97

            SECTION 8.1.2    Breach of Warranty...............................97

            SECTION 8.1.3    Non-Performance of Certain Covenants and
                             Obligations......................................97

            SECTION 8.1.4    Non-Performance of Other Covenants and
                             Obligations......................................97

            SECTION 8.1.5    Default on Other Indebtedness....................97

            SECTION 8.1.6    Judgments........................................98

            SECTION 8.1.7    Pension Plans....................................98

            SECTION 8.1.8    Change in Control................................98

            SECTION 8.1.9    Bankruptcy, Insolvency, etc......................98

            SECTION 8.1.10   Impairment of Security, etc......................99

            SECTION 8.1.11   Subordinated Notes and Permitted Subordinated
                             Debt.............................................99

     SECTION 8.2       Action if Bankruptcy, etc.............................100

     SECTION 8.3       Action if Other Event of Default......................100

ARTICLE IX  THE Administrative Agent; OTHER AGENTS...........................100

     SECTION 9.1       Actions...............................................100

     SECTION 9.2       Funding Reliance, etc.................................101

     SECTION 9.3       Exculpation; Notice of Default........................101

     SECTION 9.4       Successor.............................................102

     SECTION 9.5       Credit Extensions by the Administrative Agent and
                       Issuers...............................................102

     SECTION 9.6       Credit Decisions......................................103

     SECTION 9.7       Copies, etc...........................................103


                                      -v-
<PAGE>


                               TABLE OF CONTENTS
                                   (continued)


     SECTION 9.8       The Administrative Agent..............................103

     SECTION 9.9       Syndication Agents; Lead Arranger.....................103

ARTICLE X   MISCELLANEOUS PROVISIONS.........................................103

     SECTION 10.1      Waivers, Amendments, etc..............................103

     SECTION 10.2      Notices; Time.........................................105

     SECTION 10.3      Payment of Costs and Expenses.........................105

     SECTION 10.4      Indemnification.......................................106

     SECTION 10.5      Survival..............................................108

     SECTION 10.6      Severability..........................................108

     SECTION 10.7      Headings..............................................108

     SECTION 10.8      Execution in Counterparts Effectiveness, etc..........108

     SECTION 10.9      Governing Law; Entire Agreement.......................108

     SECTION 10.10     Successors and Assigns................................108

     SECTION 10.11     Sale and Transfer of Loans, Notes and Commitments;
                       Participations in Loans, Notes and Commitments........109

     SECTION 10.12     Other Transactions....................................112

     SECTION 10.13     Forum Selection and Consent to Jurisdiction...........112

     SECTION 10.14     Waiver of Jury Trial..................................113

     SECTION 10.15     Confidentiality.......................................113

     SECTION 10.16     USA PATRIOT Act Notice................................114

     SECTION 10.17     Effect of Amendment and Restatement of the Existing
                       Credit Agreement......................................114


                                      -vi-
<PAGE>


SCHEDULE I    -        Disclosure Schedule
SCHEDULE II   -        Borrower and Lender Notice Information; Percentages

EXHIBIT A-1   -        Form of Revolving Note
EXHIBIT A-2   -        Form of Term Note
EXHIBIT A-3   -        Form of Swing Line Note
EXHIBIT B-1   -        Form of Borrowing Request
EXHIBIT B-2   -        Form of Issuance Request
EXHIBIT C     -        Form of Continuation/Conversion Notice
EXHIBIT D     -        Form of Effective Date Certificate
EXHIBIT E     -        Form of Compliance Certificate
EXHIBIT F-1   -        Form of Holdings Guaranty and Pledge Agreement
EXHIBIT F-2   -        Form of Borrower Pledge and Security Agreement
EXHIBIT F-3   -        Form of Subsidiary Pledge and Security Agreement
EXHIBIT G     -        Form of Subsidiary Guaranty
EXHIBIT H     -        Form of Lender Assignment Agreement
EXHIBIT I     -        Form of New York Counsel Opinion
EXHIBIT J     -        Form of Intercreditor Agreement



                                     -vii-
<PAGE>


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23,
2004 (amending and restating the Amended and Restated Credit Agreement, dated
as of June 24, 2002, is among MUELLER GROUP, INC., a Delaware corporation (the
"Borrower"), the various financial institutions as are or may become parties
hereto (collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch ("CSFB"), as lead arranger and as sole book
runner (collectively, the "Lead Arranger") and as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders, and JPMORGANCHASE BANK
and DEUTSCHE BANK SECURITIES INC., as Syndication Agents (in such capacity, the
"Syndication Agents") for the Lenders.

                              W I T N E S S E T H:

     WHEREAS, on or about August 16, 1999, the Borrower entered into a Credit
Agreement (as amended or otherwise modified prior to June 24, 2002, the
"Original Credit Agreement"), dated as of August 16, 1999, among the Borrower,
certain financial institutions and other Persons from time to time party
thereto as lenders (the "Original Lenders"), the First National Bank of Chicago
(the predecessor of Bank One, NA), as administrative agent for the Original
Lenders, DLJ Capital Funding, Inc. (a predecessor of Credit Suisse First
Boston), as syndication agent for the Original Lenders, and Bayerische Hypo-und
Vereinsbank AG, New York Branch, as documentation agent for the Original
Lenders;

     WHEREAS, pursuant to the Original Credit Agreement certain of the Original
Lenders made term loans (the "Original Term Loans") to the Borrower and certain
of the Original Lenders and the Issuer (as defined in the Original Credit
Agreement) (the "Original Issuer") made available to the Borrower a revolving
credit facility (the "Original Revolving Credit Facility") pursuant to which
such Original Lenders agreed to make revolving loans (the "Original Revolving
Loans") and swing line loans (the "Original Swing Line Loans" and, together
with the Original Term Loans and the Original Revolving Loans, the "Original
Loans") and the Original Issuer agreed to issue, and such Original Lenders
agreed to participate in, letters of credit (the "Original Letters of Credit")
for the account of the Borrower and its Restricted Subsidiaries;

     WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as
of June 24, 2002 (as amended or otherwise modified prior to the Effective Date,
the "Existing Credit Agreement"), among the Borrower, certain financial
institutions and other Persons from time to time party thereto as lenders (the
"Existing Lenders"), CSFB, as the syndication agent for the Existing Lenders,
Bank One, NA, as the administrative agent (the "Existing Administrative Agent")
for the Existing Lenders, and Bayerische Hypo-und Vereinsbank AG, New York
Branch, as the documentation agent for the Existing Lenders, certain of the
Existing Lenders continued Original Loans as term loans thereunder, or made new
term loans (such continued Original Loans and such new term loans, the
"Existing Term Loans") to the Borrower, and certain of the Existing Lenders and
the Issuer (as defined in the Existing Credit Agreement) (the "Existing
Issuer") agreed to continue to make available to the Borrower a revolving
credit facility (the "Existing Revolving Credit Facility") pursuant to which
such Existing Lenders agreed to continue to make revolving loans (the "Existing
Revolving Loans") and swing line

<PAGE>


loans (the "Existing Swing Line Loans" and, together with the Existing Term
Loans and the Existing Revolving Loans, the "Existing Loans") to the Borrower
and the Existing Issuer agreed to continue the Original Letters of Credit, and
to issue new letters of credit (such continued Original Letters of Credit and
new letters of credit, the "Existing Letters of Credit") for the account of the
Borrower and its Subsidiaries, and such Existing Lenders agreed to participate
in such Existing Letters of Credit;

     WHEREAS, in connection with the Transaction (defined below) and the
ongoing working capital and general corporate needs of the Borrower:

          (a) the Borrower will:

               (i) continue Existing Loans as term loans hereunder, borrow new
          term loans hereunder and obtain commitments from the Lenders and the
          Issuer to (w) continue Existing Loans as revolving loans and swing
          line loans to the Borrower hereunder, (x) make revolving loans and
          swing line loans to the Borrower hereunder, (y) continue, and
          participate in, Existing Letters of Credit as letters of credit for
          the account of the Borrower and its Restricted Subsidiaries hereunder
          and (z) issue, and participate in, new letters of credit for the
          account of the Borrower and its Restricted Subsidiaries hereunder;

               (ii) issue the Second Lien Notes (the "Second Lien Note
          Issuance"); and

               (iii) issue the Subordinated Notes (the "Subordinated Note
          Issuance");

          (b) Holdings will, on or after the Effective Date, issue, either in a
     single issuance or in multiple issuances, the Holdings Notes (the
     "Holdings Note Issuance"); and

          (c) the Borrower and Holdings will use the continuance of Existing
     Loans hereunder and the proceeds of new loans made hereunder on the
     Effective Date, the Second Lien Note Issuance, the Subordinated Note
     Issuance and the Holdings Note Issuance to:

               (i) continue and/or refinance all of the Existing Loans
          outstanding (the "Refinancing");

               (ii) make a Restricted Payment from the Borrower to Holdings
          (the "Borrower Transaction Restricted Payment") which will
          subsequently make one or more Restricted Payments to its equity
          holders (the "Holdings Transaction Restricted Payments" and, together
          with the Borrower Transaction Restricted Payments, the "Transaction
          Restricted Payments") in an aggregate net amount (after giving effect
          to the repayment, by certain holders of Capital Stock of Holdings, of
          notes issued by such holders or their predecessors in connection with
          the acquisition of such Capital Stock) not to exceed an amount (the
          "Transaction Restricted Payment Amount") equal to (x) the aggregate
          gross proceeds of the borrowings of Term Loans hereunder on the
          Effective Date, the Second Lien Note Issuance, the Subordinated Note
          Issuance and (to the extent Holdings has issued Holdings Notes) the
          Holdings Note Issuance minus (y) the sum of (A) the amount


                                       2
<PAGE>


          of such proceeds used to fund the Refinancing, the Redemption and the
          Expense Payments and (B) $10,000,000, it being understood that, to
          the extent that Holdings Notes are issued after the Effective Date,
          Holdings may make additional Holdings Transaction Restricted Payments
          with the proceeds thereof, so long as the aggregate amount of all
          Holdings Transaction Restricted Payments does not exceed the
          Transaction Restricted Payment Amount as in effect at the time such
          Holdings Transaction Restricted Payments are made;

               (iii) redeem Holdings outstanding preferred stock (the "Existing
          Preferred Stock") at a redemption price equal to 101% of the accreted
          value thereof on the Effective Date (the "Redemption"); and

               (iv) pay fees and expenses incurred in connection with the
          Transaction in an amount not exceed $29,000,000 (the "Expense
          Payments"; the making of the Expense Payments, together with the
          Redemption, the Effective Date Restricted Payments, the Refinancing,
          the Holdings Note Issuance, the Subordinated Note Issuance, the
          Second Lien Note Issuance, the entry by the parties hereto into this
          Agreement, the continuing of Existing Loans and Existing Letters of
          Credit hereunder and the making of new term loans hereunder on the
          Effective Date, are collectively referred to herein as the
          "Transaction");

     WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated in its entirety to become effective and binding on the
Borrower pursuant to the terms of this Agreement and the Lenders (including
certain of the Existing Lenders) have agreed to amend and restate the Existing
Credit Agreement in its entirety to read as set forth in this Agreement, with
the intent that the terms of this Agreement shall supersede the terms of the
Existing Credit Agreement; provided, that any Rate Protection Agreements (as
defined in the Existing Credit Agreement) shall constitute Rate Protection
Agreements hereunder;

         WHEREAS, the Borrower desires to obtain or continue the following
financing facilities from the Lenders under this Agreement:

          (a) a revolving loan commitment (to include availability for
     revolving loans, swing line loans and letters of credit) pursuant to which
     Borrowings of revolving loans have been and will continue to be made to
     the Borrower from time to time as set forth herein;

          (b) a letter of credit commitment pursuant to which outstanding
     Existing Letters of Credit will be continued as, and the Issuer will
     issue, letters of credit for the account of the Borrower or any of its
     Restricted Subsidiaries (as defined below) from time to time; and

          (c) a term loan commitment pursuant to which Existing Loans will be
     continued, and Borrowings of term loans will be made by the Borrower, on
     the Effective Date;

         WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to amend and restate the Existing Credit
Agreement, to extend the Commitments and maintain and make the Loans described
herein to the Borrower and to issue


                                       3
<PAGE>


(or participate in) Letters of Credit for the account of the Borrower and the
Restricted Subsidiaries;

     NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.1 Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

     "Account" means any account (as that term is defined in Section
9-102(a)(2)(i) and (ii) of the UCC) of the Borrower or any Subsidiary Guarantor
arising from the sale or lease of goods or the rendering of services.

     "Acquired Controlled Person" means any Person (i) in which the Borrower or
any of the Restricted Subsidiaries has made an Investment permitted under
clause (l)(i)(y) of Section 7.2.5 and (ii) as to which the Borrower or such
Restricted Subsidiary exercises control. For purposes hereof, "control" means
the power to appoint a majority of the board of directors (or other equivalent
governing body) of such Person or to otherwise direct or cause the direction of
the management or policies of such Person, whether by contractual arrangement
or otherwise.

     "Additional Term Loan" is defined in clause (c) of Section 2.1.1.

     "Additional Term Loan Commitment" is defined in Section 2.2.2.

     "Additional Term Loan Commitment Amount" is defined in Section 2.2.2.

     "Additional Term Loan Commitment Termination Date" means, with respect to
any Additional Term Loan Commitment, the earliest of (a) any date agreed by the
Borrower, the Lender providing such Additional Term Loan Commitment and the
other Lenders providing related Additional Term Loan Commitments, (b) the date
upon which Additional Term Loans in an aggregate principal amount equal to the
related Additional Term Loan Commitment Amount shall have been made
(immediately after the making of such Additional Term Loans on such date) and
(c) the date on which any Commitment Termination Event occurs.

     "Administrative Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor
Administrative Agent pursuant to Section 9.4.

     "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (i)
to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power


                                       4
<PAGE>


for the election of directors or managing general partners, or (ii) to direct
or cause the direction of the management and policies of such Person whether by
contract or otherwise.

     "Agents' Fee Letter" means the confidential fee letter, dated April 5,
2004, among the Borrower, the Administrative Agent and the Co-Syndication
Agents.

     "Agreement" means, on any date, the Existing Credit Agreement as amended
and restated on the Effective Date and, as the same may thereafter from time to
time be further amended, supplemented, amended and restated, or otherwise
modified and in effect on such date.

     "Alternate Base Rate" means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of (a) the
Base Rate in effect on such day and (b) the Federal Funds Rate in effect on
such day plus 1/2 of 1%. Changes in the rate of interest on that portion of any
Loans maintained as Base Rate Loans will take effect simultaneously with each
change in the Alternate Base Rate. The Administrative Agent will give notice
promptly to the Borrower and the Lenders of changes in the Alternate Base Rate;
provided that the failure to give such notice shall not affect the Alternate
Base Rate in effect after such change.

     "Applicable Commitment Fee" means a fee which shall accrue at the
applicable rate per annum set forth below under the column entitled "Applicable
Commitment Fee", determined by reference to the applicable Leverage Ratio
referred to below:

                                                   Applicable
              Leverage Ratio                     Commitment Fee
      ------------------------------             --------------
      greater than or equal to 3.0:1                 0.500%
              less than 3.0:1                        0.375%

     The Leverage Ratio used to compute the Applicable Commitment Fee for any
day shall be the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Borrower to the Administrative Agent on or prior to
such day pursuant to clause (c) of Section 7.1.1. Changes in the Applicable
Commitment Fee resulting from a change in the Leverage Ratio shall become
effective on the first day following delivery by the Borrower to the
Administrative Agent of a new Compliance Certificate pursuant to clause (c) of
Section 7.1.1. If the Borrower shall fail to deliver a Compliance Certificate
within the number of days after the end of any Fiscal Quarter as required
pursuant to clause (c) of Section 7.1.1 (without giving effect to any grace
period), the Applicable Commitment Fee from and including the first day after
the date on which such Compliance Certificate was required to be delivered to
and including the date the Borrower delivers to the Administrative Agent the
next Compliance Certificate shall conclusively equal the highest Applicable
Commitment Fee set forth above. Notwithstanding the foregoing, the Borrower
may, in its sole discretion, within ten Business Days following the end of any
Fiscal Quarter, deliver to the Administrative Agent a written estimate (the
"Leverage Ratio Estimate") setting forth the Borrower's good faith estimate of
the Leverage Ratio (based on calculations contained in an estimated Compliance
Certificate) that will be set forth in the next Compliance Certificate required
to be delivered by the Borrower to


                                       5
<PAGE>


the Administrative Agent pursuant to clause (c) of Section 7.1.1. In the event
that the Leverage Ratio Estimate indicates that there would be a change in the
Applicable Commitment Fee resulting from a change in the Leverage Ratio, such
change will become effective on the first day following delivery of the
Leverage Ratio Estimate. In the event that, once the next Compliance
Certificate is delivered, the Leverage Ratio as set forth in such Compliance
Certificate differs from that calculated in the Leverage Ratio Estimate
delivered for the Fiscal Quarter with respect to which such Compliance
Certificate has been delivered, and such difference results in an Applicable
Commitment Fee which is greater than the Applicable Commitment Fee theretofore
in effect, then (A) such greater Applicable Commitment Fee shall be deemed to
be in effect for all purposes of this Agreement from the first day following
the delivery of the Leverage Ratio Estimate and (B) if the Borrower shall have
theretofore made any payment of commitment fees in respect of the period from
the first day following the delivery of the Leverage Ratio Estimate to the
actual date of delivery of such Compliance Certificate, then, on the next
Quarterly Payment Date, the Borrower shall pay as a supplemental payment of
commitment fees, an amount which equals the difference between the amount of
commitment fees that would otherwise have been paid based on such new Leverage
Ratio and the amount of such commitment fees actually so paid.

     "Applicable Margin" means, at all times during the applicable periods set
forth below,

          (a) with respect to the unpaid principal amount of each Initial Term
     Loan maintained as a (i) Base Rate Loan, 2.00% per annum and (ii) LIBO
     Rate Loan, 3.25% per annum;

          (b) with respect to the unpaid principal amount of each Additional
     Term Loan of any Tranche maintained as a (i) Base Rate Loan, the rate per
     annum agreed by the Borrower and the Lenders that have agreed to provide
     the Additional Term Loan Commitments pursuant to which such Additional
     Term Loan, and the other Additional Term Loans of such Tranche, were made
     and (ii) LIBO Rate Loan, the rate per annum agreed by the Borrower and the
     Lenders that have agreed to provide the Additional Term Loan Commitment
     pursuant to which such Additional Term Loan, and the other Additional Term
     Loans of such Tranche, were made;

          (c) with respect to the unpaid principal amount of each Foreign Loan
     of any Tranche, the rate per annum agreed by the applicable Foreign
     Borrower and the Lenders that agreed to provide the Foreign Loan
     Commitments pursuant to which such Foreign Loan, and the other Foreign
     Loans of such Tranche, were made;

          (d) from the Effective Date to (but excluding) the date upon which
     the Compliance Certificate for the first Fiscal Quarter ended after the
     Effective Date is delivered by the Borrower to the Administrative Agent
     pursuant to clause (c) of Section 7.1.1, with respect to the unpaid
     principal amount of each (i) Swing Line Loan (which shall be borrowed and
     maintained only as a Base Rate Loan) and each Revolving Loan maintained as
     a Base Rate Loan, 2.00% per annum, and (ii) Revolving Loan maintained as a
     LIBO Rate Loan, 3.25% per annum; and


                                       6
<PAGE>


          (e) at all times after the date of delivery of the Compliance
     Certificate described in clause (d) above, with respect to the unpaid
     principal amount of each Swing Line Loan (which shall be borrowed and
     maintained only as a Base Rate Loan) and each Revolving Loan, the rate
     determined by reference to the applicable Leverage Ratio and at the
     applicable percentage per annum set forth below under the column entitled
     "Applicable Margin for Base Rate Loans", in the case of Base Rate Loans,
     or by reference to the applicable Leverage Ratio and at the applicable
     percentage per annum set forth below under the column entitled "Applicable
     Margin for LIBO Rate Loans", in the case of LIBO Rate Loans:

           Applicable Margin For Revolving Loans and Swing Line Loans
           ----------------------------------------------------------

                                          Applicable                Applicable
                                       Margin For Base           Margin For LIBO
         Leverage Ratio                   Rate Loans                Rate Loans
         --------------                ---------------           -------------
 greater than or equal to 4.5:1              2.00%                     3.25%
less than 4.5:1 but greater than             1.75%                     3.00%
        or equal to 4.0:1
less than 4.0:1 but greater than             1.50%                     2.75%
        or equal to 3.5:1
less than 3.5:1 but greater than             1.25%                     2.50%
        or equal to 3.0:1
         less than 3.0:1                     1.00%                     2.25%

     The Leverage Ratio used to compute the Applicable Margin for Swing Line
Loans and Revolving Loans for any day shall be the Leverage Ratio set forth in
the Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent on or prior to such day pursuant to clause (c) of Section
7.1.1. Changes in the Applicable Margin for Swing Line Loans and Revolving
Loans resulting from a change in the Leverage Ratio shall become effective on
the first day following delivery by the Borrower to the Administrative Agent of
a new Compliance Certificate pursuant to clause (c) of Section 7.1.1. If the
Borrower shall fail to deliver a Compliance Certificate within the number of
days after the end of any Fiscal Quarter as required pursuant to clause (c) of
Section 7.1.1 (without giving effect to any grace period), the Applicable
Margin for Swing Line Loans and Revolving Loans from and including the first
day after the date on which such Compliance Certificate was required to be
delivered to the date the Borrower delivers to the Administrative Agent the
next Compliance Certificate shall conclusively equal the highest Applicable
Margin for Swing Line Loans and Revolving Loans set forth above.
Notwithstanding the foregoing, the Borrower may, in its sole discretion, within


                                       7
<PAGE>


ten Business Days following the end of any Fiscal Quarter, deliver to the
Administrative Agent a Leverage Ratio Estimate setting forth the Borrower's
good faith estimate of the Leverage Ratio (based on calculations set forth in
an estimated Compliance Certificate) that will be set forth in the next
Compliance Certificate required to be delivered by the Borrower to the
Administrative Agent pursuant to clause (c) of Section 7.1.1. In the event that
the Leverage Ratio Estimate indicates that there would be a change in the
Applicable Margin resulting from a change in the Leverage Ratio, such change
will become effective on the first day following delivery of the Leverage Ratio
Estimate. In the event that, once the next Compliance Certificate is delivered,
the Leverage Ratio as set forth in such Compliance Certificate differs from
that calculated in the Leverage Ratio Estimate delivered for the Fiscal Quarter
with respect to which such Compliance Certificate has been delivered, and such
difference results in an Applicable Margin which is greater than the Applicable
Margin theretofore in effect, then (A) such greater Applicable Margin shall be
deemed to be in effect for all purposes of this Agreement from the first day
following the delivery of the Leverage Ratio Estimate and (B) if the Borrower
shall have theretofore made any payment of interest in respect of Swing Line
Loans or Revolving Loans, or of letter of credit fees pursuant to the first
sentence of Section 3.3.3, in any such case in respect of the period from the
first day following the delivery of the Leverage Ratio Estimate to the actual
date of delivery of such Compliance Certificate, then, on the next Quarterly
Payment Date, the Borrower shall pay as a supplemental payment of interest
and/or letter of credit fees, an amount which equals the difference between the
amount of interest and letter of credit fees that would otherwise have been
paid based on such new Leverage Ratio and the amount of such interest and
letter of credit fees actually so paid.

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

     "Assignee Lender" is defined in Section 10.11.

     "Assumed Indebtedness" means Indebtedness of a Person which is (i) in
existence at the time such Person becomes a Restricted Subsidiary of the
Borrower or (ii) is assumed in connection with an Investment in or acquisition
of such Person, and has not been incurred or created by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Borrower.

     "Authorized Officer" means, relative to any Obligor, those of its officers
(or equivalent members) whose signatures and incumbency shall have been
certified to the Administrative Agent and the Lenders pursuant to Section
5.1.1.

     "Base Rate" means, at any time, the rate of interest then most recently
established by the Administrative Agent in New York as its base rate for
Dollars loaned in the United States. The Base Rate is not necessarily intended
to be the lowest rate of interest determined by the Administrative Agent in
connection with extensions of credit.


                                       8
<PAGE>


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

     "Borrower" is defined in the preamble.

     "Borrower Pledge and Security Agreement" means the Second Amended and
Restated Borrower Pledge and Security Agreement executed and delivered by an
Authorized Officer of the Borrower, substantially in the form of Exhibit F-2
hereto, delivered pursuant to clause (b) of Section 5.1.6, together with any
supplements thereto and any supplemental Foreign Pledge Agreements delivered
pursuant to the terms of this Agreement, in each case as amended, supplemented,
amended and restated or otherwise modified from time to time.

     "Borrower Transaction Restricted Payments" is defined in the fourth
recital.

     "Borrowing" means Loans of the same type and Tranche and, in the case of
LIBO Rate Loans, having the same Interest Period made by the relevant Lenders
on the same Business Day and pursuant to the same Borrowing Request in
accordance with Section 2.1.

     "Borrowing Request" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit B-1
hereto.

     "Business Day" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in New
York City and, with respect to Borrowings of, Interest Periods with respect to,
payments of principal and interest in respect of, and conversions of Base Rate
Loans into, LIBO Rate Loans, on which dealings in Dollars are carried on in the
London interbank market.

     "Capital Expenditures" means for any period, the sum, without duplication,
of (i) the aggregate amount of all expenditures of the Borrower and the
Restricted Subsidiaries for fixed or capital assets made during such period
which, in accordance with GAAP, would be classified as capital expenditures,
and (ii) the aggregate amount of the principal component of all Capitalized
Lease Liabilities incurred during such period by the Borrower and the
Restricted Subsidiaries; provided that Capital Expenditures shall not include
(i) any such expenditures or any such principal component funded with (x) any
Casualty Proceeds, as permitted under clause (f) of Section 3.1.1, or (y) any
Net Disposition Proceeds of any asset sale permitted under clause (c) of
Section 7.2.9 or any asset sale of obsolete or worn out equipment permitted
under subclause (a)(i) of Section 7.2.9 or (ii) any Investment made under
Section 7.2.5 (other than pursuant to clause (d) thereof).

     "Capital Stock" means, (i) in the case of a corporation, any and all
capital or corporate stock, including shares of preferred or preference stock
of such corporation, (ii) in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) in respect of corporate or capital stock, (iii) in the case of a
partnership or limited liability company, any and all partnership or membership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.


                                       9
<PAGE>


     "Capitalized Lease Liabilities" means, without duplication, all monetary
obligations of the Borrower or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be terminated by
the lessee without payment of a penalty.

     "Cash Equivalent Investment" means, at any time:

          (a) any evidence of Indebtedness, maturing not more than one year
     after such time, issued directly by the United States of America or any
     agency thereof or guaranteed by the United States of America or any agency
     thereof;

          (b) commercial paper, maturing not more than nine months from the
     date of issue, which is (i) rated at least A-l by S&P or P-l by Moody's
     and not issued by an Affiliate of any Obligor, or (ii) issued by any
     Lender (or its holding company);

          (c) any time deposit, certificate of deposit or bankers acceptance,
     maturing not more than one year after such time, maintained with or issued
     by either (i) a commercial banking institution (including U.S. branches of
     foreign banking institutions) that is a member of the Federal Reserve
     System and has a combined capital and surplus and undivided profits of not
     less than $500,000,000, or (ii) any Lender;

          (d) short-term tax-exempt securities rated not lower than MIG-1/1+ by
     either Moody's or S&P with provisions for liquidity or maturity
     accommodations of 183 days or less;

          (e) repurchase agreements which (i) are entered into with any entity
     referred to in clause (b) or (c) above or any other financial institution
     whose unsecured long-term debt (or the unsecured long-term debt of whose
     holding company) is rated at least A- or better by S&P or Baa1 or better
     by Moody's and maturing not more than one year after such time, (ii) are
     secured by a fully perfected security interest in securities of the type
     referred to in clause (a) above and (iii) have a market value at the time
     of such repurchase agreement is entered into of not less than 100% of the
     repurchase obligation of such counterparty entity with whom such
     repurchase agreement has been entered into;

          (f) any money market or similar fund not less than 95% of the assets
     of which are comprised of any of the items specified in clauses (a)
     through (e) above and as to which withdrawals are permitted at least every
     90 days; or

          (g) in the case of any Restricted Subsidiary of the Borrower
     organized or having its principal place of business outside the United
     States, investments denominated in the currency of the jurisdiction in
     which such Subsidiary is organized or has its principal place of business
     which are similar to the items specified in clauses (a) through (f) above.


                                      10
<PAGE>


     "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower or any of the Restricted
Subsidiaries.

     "Casualty Proceeds" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received by the Borrower or
any of the Restricted Subsidiaries in connection therewith, but excluding any
proceeds or awards required to be paid to a creditor (other than the Lenders)
which holds a Lien on the property which is the subject of such Casualty Event
which Lien (x) is permitted by Section 7.2.3 and (y) has priority over the
Liens securing the Obligations.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

     "Change in Control" means (i) the failure of Holdings at any time to own,
free and clear of all Liens and encumbrances (other than Liens of the types
permitted to exist under clauses (b), (d) and (g) of Section 7.2.3), all right,
title and interest in 100% of the Capital Stock of the Borrower; (ii) the
failure of the Equity Investors and their Affiliates at any time to own, free
and clear of all Liens and encumbrances (other than Liens (x) arising under the
Stockholders' Agreement and (y) of the types permitted to exist under clause
(d) or (g) of Section 7.2.3) all right, title and interest in at least 51% (on
a fully diluted basis) of the economic and voting interest in the Voting Stock
of Holdings; or (iii) the failure of the DLJMB Entities and their Affiliates at
any time to have the right to designate or cause to be elected a majority of
the Board of Directors of Holdings.

     "Charter Document" means, relative to any Obligor, its certificate of
incorporation, its by-laws or other constituent documents and all shareholder
agreements, voting trusts and similar arrangements to which such Obligor is a
party applicable to any of its authorized shares of Capital Stock.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commitment" means, as the context may require, (i) a Lender's Initial
Term Loan Commitment, Additional Term Loan Commitment, Revolving Loan
Commitment, Letter of Credit Commitment or Foreign Loan Commitment or (ii) the
Swing Line Lender's Swing Line Loan Commitment.

     "Commitment Amount" means, as the context may require, the Initial Term
Loan Commitment Amount, an Additional Term Loan Commitment Amount, the
Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount, the
Swing Line Loan Commitment Amount or a Foreign Loan Commitment.

     "Commitment Termination Date" means, as the context may require, the
Revolving Loan Commitment Termination Date, a Term Loan Commitment Termination
Date or a Foreign Loan Commitment Termination Date.


                                      11
<PAGE>


     "Commitment Termination Event" means (i) the occurrence of any Event of
Default described in clauses (b) through (d) of Section 8.1.9 with respect to
any Obligor (other than Subsidiaries that are not Material Subsidiaries), or
(ii) the occurrence and continuance of any other Event of Default and either
(x) the declaration of the Loans to be due and payable pursuant to Section 8.3,
or (y) in the absence of such declaration, the giving of notice to the Borrower
by the Administrative Agent, acting at the direction of the Required Lenders,
that the Commitments have been terminated.

     "Compliance Certificate" means a certificate duly completed and executed
by an Authorized Officer that is the president, the chief executive officer,
the treasurer or the chief financial or accounting officer of the Borrower,
substantially in the form of Exhibit E hereto.

     "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other
Person. The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitation set forth therein) be deemed to be the
outstanding principal amount of the debt, obligation or other liability
guaranteed thereby.

     "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

     "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA, or for purposes of Section 412 of the Code, Section
414(m) or Section 414(o) of the Code.

     "Converted Term Loan" is defined in clause (b) of Section 2.1.1.

     "Credit Extension" means, as the context may require, (i) the making of a
Loan by a Lender, or (ii) the issuance of any Letter of Credit, or the
extension of any Stated Expiry Date of any previously issued Letter of Credit,
by any Issuer.

     "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

     "CSFB" is defined in the preamble.

     "Current Assets" means, on any date, without duplication, all assets
which, in accordance with GAAP, would be included as current assets on a
consolidated balance sheet of the Borrower and the Restricted Subsidiaries at
such date as current assets (excluding, however, amounts due and to become due
from Affiliates of the Borrower which have arisen from transactions which are
other than arm's-length and in the ordinary course of its business).


                                      12
<PAGE>


     "Current Liabilities" means, on any date, without duplication, all amounts
which, in accordance with GAAP, would be included as current liabilities on a
consolidated balance sheet of the Borrower and the Restricted Subsidiaries at
such date, excluding current maturities of Indebtedness.

     "Debt" means, without duplication, the outstanding principal amount of all
Indebtedness of the Borrower and the Restricted Subsidiaries that (i) is of the
type referred to in clause (a), (b) (other than undrawn commercial letters of
credit and undrawn letters of credit in respect of workers' compensation,
insurance, performance and surety bonds and similar obligations, in each case
incurred in the ordinary course of business), (c) or (f) of the definition of
"Indebtedness" and (ii) any Contingent Liability in respect of any of the
foregoing types of Indebtedness.

     "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would, unless cured or waived,
constitute an Event of Default.

     "Defaulting Lender" means any Lender which defaults in (i) its obligation
under Section 2.6.1 to reimburse drawings made under any Letter of Credit, or
(ii) its obligation under clause (b) of Section 2.3.2 to make a Swing Line
Refunding Loan.

     "Disbursement" is defined in Section 2.6.2.

     "Disbursement Date" is defined in Section 2.6.2.

     "Disbursement Due Date" is defined in Section 2.6.2.

     "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Required Lenders.

     "DLJMB Entities" means, collectively, DLJ Merchant Banking Partners II,
L.P., DLJ Merchant Banking Partners II A, L.P., DLJ Offshore Partners II, C.V.,
DLJ Diversified Partners, L.P., DLJ Diversified Partners A, L.P., DLJMB Funding
II, Inc., DLJ Millennium Partners, L.P., DLJ Millennium Partners A, L.P., DLJ
EAB Partners, L.P., DLJ ESC II, L.P. and DLJ First ESC, L.P. and any other fund
under common control with any of the foregoing.

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

     "EBITDA" means, for any applicable period, subject to clause (b) of
Section 1.4, the sum (without duplication) for the Borrower and the Restricted
Subsidiaries on a consolidated basis of

          (a) Net Income,

plus

          (b) the amount deducted in determining Net Income representing
     depreciation, amortization and all other non-cash charges or expenses
     (excluding any non-cash charges


                                      13
<PAGE>


     representing an accrual of or reserve for cash charges to be paid within
     the next twelve months),

plus

          (c) the amount deducted in determining Net Income representing income
     taxes (whether paid or deferred),

plus

          (d) the amount deducted in determining Net Income representing
     Interest Expense, and fees, expenses and management bonuses (to the
     extent, in the case of management bonuses, paid at or prior to the
     Effective Date);

plus

          (e) any non-capitalized transaction fees and costs incurred in
     connection with the Transaction (which shall not exceed the lesser of (x)
     the actual costs incurred or accrued and (y) $29,000,000),

plus

          (f) any amounts deducted in determining Net Income representing
     mark-to-market losses that must be recognized currently in net income
     under Financial Accounting Standards Board Statement 133,

plus

          (g) any amounts deducted in determining Net Income representing
     payments made pursuant to the Financial Advisory Agreement;

minus

          (h) Restricted Payments (other than any such Restricted Payments the
     proceeds of which are used to fund payments made pursuant to the Financial
     Advisory Agreement) of the type referred to in clause (c)(i) of Section
     7.2.6 made during such period,

minus

          (i) any amounts added in determining Net Income representing
     mark-to-market gains that must be recognized currently in net income under
     Financial Accounting Standards Board Statement 133.

         "Effective Date" means the date this Agreement becomes effective
pursuant to Section 10.8.

     "Effective Date Certificate" means the certificate of an Authorized
Officer of the Borrower delivered pursuant to Section 5.1.3, substantially in
the form of Exhibit D hereto.


                                      14
<PAGE>


     "Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c)
an Approved Fund, (d) any other financial institution or (e) any fund that
invests in commercial loans in the ordinary course of its business and that,
together with its Related Funds, has net assets in excess of $100,000,000.

     "Eligible Institution" means a financial institution that has combined
capital and surplus of not less than $500,000,000 or its equivalent in foreign
currency, whose long-term certificate of deposit rating or long-term senior
unsecured debt rating is rated "BBB" or higher by S&P and "Baa2" or higher by
Moody's or an equivalent or higher rating by a nationally recognized rating
agency if both of the two named rating agencies cease publishing ratings of
investments.

     "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to the protection of the
environment or the effect of the environment on human health and safety.

     "Equity Investors" means (i) the DLJMB Entities and (ii) the other
institutional investors holding Capital Stock of Holdings on the Effective Date
(after giving effect to the Redemption).

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

     "Event of Default" is defined in Section 8.1.

     "Excess Cash Flow" means, for any applicable period, the excess (if any),
of

          (a) EBITDA for such applicable period;

over

          (b) the sum, without duplication (for such applicable period) of

               (i) the cash portion of Interest Expense (net of interest
          income) for such applicable period;

     plus

               (ii) scheduled payments, to the extent actually made, of the
          principal amount of the Term Loans and Foreign Term Loans and
          scheduled payments and optional and mandatory prepayments of the
          principal of any other funded Debt (including Capitalized Lease
          Liabilities), mandatory prepayments of the principal amount of
          Revolving Loans pursuant to clause (f)(i) of Section 3.1.1 in
          connection with a permanent reduction of any Revolving Loan
          Commitment Amount and mandatory prepayments of the principal amount
          of Foreign Revolving Loans pursuant to clause (f)(ii) of Section
          3.1.1 in connection with a permanent reduction of the related Foreign
          Revolving Loan Commitment Amount, in each case to the extent actually
          made and for such applicable period;


                                      15
<PAGE>


     plus

               (iii) all federal, state and foreign income taxes actually paid
          in cash by the Borrower and the Restricted Subsidiaries for such
          applicable period;

     plus

               (iv) Capital Expenditures actually made during such applicable
          period pursuant to clause (a) or (b)(iii) of Section 7.2.7 (excluding
          Capital Expenditures constituting Capitalized Lease Liabilities and
          by way of the incurrence of Indebtedness permitted pursuant to clause
          (c) of Section 7.2.2 to a vendor or financer of any assets permitted
          to be acquired pursuant to Section 7.2.7 to finance the acquisition
          of such assets);

     plus

               (v) the amount of the net increase (if any) of Current Assets,
          other than cash, and Cash Equivalent Investments, over Current
          Liabilities of the Borrower and the Restricted Subsidiaries for such
          applicable period;

     plus

               (vi) Investments permitted and actually made, in cash, pursuant
          to clause (d), (l) or (m) of Section 7.2.5 during such applicable
          period (excluding Investments financed with the proceeds of any
          issuance of Capital Stock or Indebtedness other than Revolving
          Loans);

     plus

               (vii) Restricted Payments of the type described in clauses
          (c)(ii), (c)(iii) and (c)(iv) of Section 7.2.6 made during such
          applicable period;

     plus

               (viii) transaction fees and costs paid in connection with the
          Transaction (which shall not exceed the lesser of (x) the actual
          costs incurred or accrued and (y) $29,000,000);

     plus

               (viii) (x) payments made pursuant to the Financial Advisory
          Agreement for such applicable period and (y) Restricted Payments made
          pursuant to clause (c)(i) of Section 7.2.6 to the extent that the
          proceeds thereof were used to make payments pursuant to the Financial
          Advisory Agreement for such applicable period.

     "Excluded Equity Proceeds" means any proceeds received by Holdings, the
Borrower or any of their respective Subsidiaries from the sale or issuance by
such Person of its Capital Stock or any warrants or options in respect of any
such Capital Stock or the exercise of any such warrants or options, in each
case pursuant to any such sale, issuance or exercise constituting or


                                      16
<PAGE>


resulting from (i) capital contributions to, or Capital Stock issuances by,
Holdings, the Borrower or any of their respective Subsidiaries (exclusive of
any such contribution or issuance resulting from a Public Offering or a widely
distributed private offering exempted from the registration requirements of
Section 5 of the Securities Act of 1933, as amended), (ii) any subscription
agreement, incentive plan or similar arrangement with any officer, employee or
director of such Person or any of its Subsidiaries, (iii) any loan made by
Holdings, the Borrower or any of their respective Subsidiaries pursuant to
clause (g) of Section 7.2.5, (iv) the sale of any Capital Stock of Holdings to
any officer, director or employee described in clause (ii) above; provided such
proceeds do not exceed $15,000,000 in the aggregate, or (v) the exercise of any
options or warrants issued to any officer, employee or director described in
clause (ii) above.

     "Existing Credit Agreement" is defined in the third recital.

     "Existing Issuer" is defined in the third recital.

     "Existing Lenders" is defined in the third recital.

     "Existing Letters of Credit" is defined in the third recital.

     "Existing Loans" is defined in the third recital.

     "Existing Preferred Stock" is defined in the fourth recital.

     "Existing Revolving Loans" is defined in the third recital.

     "Existing Term Loans" is defined in the third recital.

     "Existing Swing Line Loans" is defined in the third recital.

     "Expense Payments" is defined in the fourth recital.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to (i) the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or (ii) if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.

     "Fee Letters" means the Agents' Fee Letter and any other fee letter
entered into in connection with this Agreement or any other Loan Document.

     "Filing Agent" is defined in Section 5.1.7.

     "Filing Statement" means any UCC financing statement (Form UCC-1) or other
similar statement or UCC termination statement (Form UCC-3) required pursuant
to the Loan Documents.


                                      17
<PAGE>


     "Financial Advisory Agreement" means the financial advisory agreement
between Holdings and certain of the Equity Investors.

     "Fiscal Quarter" means any fiscal quarter of a Fiscal Year.

     "Fiscal Year" means any twelve-month period ending on September 30 of any
calendar year.

     "Fixed Charge Coverage Ratio" means, at the end of any Fiscal Quarter,
subject to clause (b) of Section 1.4, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior
Fiscal Quarters of

          (a) EBITDA for all such Fiscal Quarters

to

          (b) the sum (without duplication) of

               (i) Capital Expenditures actually made during all such Fiscal
          Quarters pursuant to clause (a) or (b)(iii) of Section 7.2.7
          (excluding Capital Expenditures constituting Capitalized Lease
          Liabilities and by way of the incurrence of Indebtedness permitted
          pursuant to Section 7.2.2(c) to a vendor or financer of any assets
          permitted to be acquired pursuant to Section 7.2.7 to finance the
          acquisition of such assets);

     plus

               (ii) the cash portion of Interest Expense (net of interest
          income and excluding any mark-to-market gains or losses that must be
          recognized currently in computing interest expense under Financial
          Accounting Standards Board Statement 133) for all such Fiscal
          Quarters;

     plus

               (iii) all scheduled payments of principal of the Term Loans and
          other funded Debt (including the principal portion of any Capitalized
          Lease Liabilities) during all such Fiscal Quarters;

     plus

               (iv) Restricted Payments made or permitted to be made pursuant
          to clause (c)(ii) or (iv) of Section 7.2.6 during all such Fiscal
          Quarters;

     plus

               (v) all federal, state and foreign income taxes actually paid or
          payable in cash by the Borrower and the Restricted Subsidiaries for
          all such Fiscal Quarters


                                      18
<PAGE>


          (other than any such taxes arising on account of any sale, lease,
          conveyance or other disposition of any asset outside the ordinary
          course of business).

     "Foreign Borrower" is defined in Section 2.2.3.

     "Foreign Currency" means any currency other than Dollars.

     "Foreign Loan" means, as applicable, a Foreign Term Loan and/or a Foreign
Revolving Loan.

     "Foreign Loan Commitment" means as applicable, a Foreign Term Loan
Commitment and/or a Foreign Revolving Loan Commitment.

     "Foreign Loan Commitment Termination Date" means a Foreign Term Loan
Commitment Termination Date and/or a Foreign Revolving Loan Commitment
Termination Date, as applicable.

     "Foreign Loan Note" means a promissory note of a Foreign Borrower payable
to any Lender making Foreign Loans to such Foreign Borrower, in form and
substance satisfactory to such Lender(s) (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of such Foreign Borrower to such Lender resulting from
outstanding Foreign Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

     "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the Borrower or any of the Restricted
Subsidiaries (other than any Receivables Co.) pursuant to the terms of this
Agreement, in form and substance satisfactory to the Administrative Agent, as
may be necessary or desirable under the laws of organization or incorporation
of a Subsidiary to further protect or perfect the Lien on and security interest
in any Collateral (as defined in a Pledge Agreement).

     "Foreign Revolving Loan" is defined in clause (c) of Section 2.1.2.

     "Foreign Revolving Loan Commitment" is defined in Section 2.2.3.

     "Foreign Revolving Loan Commitment Amount" is defined in Section 2.2.3.

     "Foreign Revolving Loan Commitment Termination Date" means, with respect
to any Foreign Revolving Loan Commitment, the earliest of (a) any date agreed
by the Foreign Borrower, the Lender providing such Foreign Revolving Loan
Commitment and the other Lenders providing related Foreign Revolving Loan
Commitments, (b) the date upon which the applicable Foreign Revolving Loan
Commitment Amount is terminated in full or reduced to zero and (c) the date on
which any Commitment Termination Event occurs.

     "Foreign Subsidiary" means any Subsidiary that is not a U.S. Subsidiary.

     "Foreign Term Loan" is defined in clause (d) of Section 2.1.1.


                                      19
<PAGE>


     "Foreign Term Loan Commitment" is defined in Section 2.2.3.

     "Foreign Term Loan Commitment Amount" is defined in Section 2.2.3.

     "Foreign Term Loan Commitment Termination Date" means, with respect to any
Foreign Term Loan Commitment, the earliest of (a) any date agreed by the
Foreign Borrower, the Lender providing such Foreign Term Loan Commitment and
the other Lenders providing related Foreign Term Loan Commitments, (b) the date
upon which Foreign Term Loans in an aggregate principal amount equal to the
related Foreign Term Loan Commitment Amount shall have been made (immediately
after the making of such Foreign Currency Term Loans on such date) and (c) the
date on which any Commitment Termination Event occurs.

     "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

     "Granting Lender" is defined in clause (h) of Section 10.11.

     "Hazardous Material" means

          (a) any "hazardous substance", as defined by CERCLA;

          (b) any "hazardous waste", as defined by the Resource Conservation
     and Recovery Act, as amended;

          (c) any petroleum product; or

          (d) any pollutant or contaminant or hazardous, dangerous or toxic
     chemical, material or substance within the meaning of any other applicable
     Environmental Law.

     "Hedging Obligations" means, with respect to any Person, all liabilities
of such Person under interest rate or currency swap agreements, interest or
exchange rate cap agreements and interest or exchange rate collar agreements,
and all other agreements or arrangements designed to protect such Person
against fluctuations in interest rates, currency exchange rates or commodity
prices.

     "herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.

     "Holdings" means Mueller Holdings (N.A.), Inc., a Delaware corporation.

     "Holdings Business" is defined in Section 7.2.1.

     "Holdings Guaranty and Pledge Agreement" means the Second Amended and
Restated Guaranty and Pledge Agreement executed and delivered by an Authorized
Officer of Holdings, substantially in the form of Exhibit F-1 hereto, delivered
pursuant to clause (a) of Section 5.1.6, as amended, supplemented, amended and
restated or otherwise modified from time to time.


                                      20
<PAGE>


     "Holdings Indenture" means the Indenture, dated on or after the Effective
Date, between Holdings, and Law Debenture Trust Company of New York, as
trustee, as amended, supplemented, amended and restated or otherwise modified
in accordance with Section 7.2.10.

     "Holdings Notes" means the senior discount notes to be issued by Holdings
on or after the Effective Date, in an aggregate initial accreted value not to
exceed $110,100,000 pursuant to the Holdings Indenture, as amended,
supplemented, amended and restated or otherwise modified in accordance with
Section 7.2.10 and any registered exchange notes issued in exchange therefor.

     "Holdings Note Issuance" is defined in the fourth recital.

     "Holdings Transaction Restricted Payments" is defined in the fourth
recital.

     "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial
statement of any Obligor, any qualification or exception to such opinion or
certification (i) which is of a "going concern" or similar nature, (ii) which
relates to the limited scope of examination of matters relevant to such
financial statement (except, in the case of matters relating to any acquired
business or assets, in respect of the period prior to the acquisition by such
Obligor of such business or assets), or (iii) which relates to the treatment or
classification of any item in such financial statement and which, as a
condition to its removal, would require an adjustment to such item the effect
of which would be to cause the Borrower to be in default of any of its
obligations under Section 7.2.4.

     "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

     "Indebtedness" of any Person means, without duplication:

          (a) all obligations of such Person for borrowed money or for the
     deferred purchase price of property or services (exclusive of deferred
     purchase price arrangements in the nature of open or other accounts
     payable owed to suppliers on normal terms in connection with the purchase
     of goods and services in the ordinary course of business) and all
     obligations of such Person evidenced by bonds, debentures, notes or other
     similar instruments;

          (b) all obligations, contingent or otherwise, relative to the face
     amount of all letters of credit, whether or not drawn, and banker's
     acceptances issued for the account of such Person;

          (c) all Capitalized Lease Liabilities of such Person;

          (d) net liabilities of such Person under all Hedging Obligations;

          (e) whether or not so included as liabilities in accordance with
     GAAP, all Indebtedness of the types referred to in clauses (a) through (d)
     above (excluding prepaid


                                      21
<PAGE>


     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; provided that,
     to the extent such Indebtedness is limited in recourse to the assets
     securing such Indebtedness, the amount of such Indebtedness shall be
     limited to the fair market value of such assets;

          (f) all Receivables Facility Outstandings of such Person; and

          (g) all Contingent Liabilities of such Person in respect of any of
     the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer (to the extent such Person is
liable for such Indebtedness).

     "Indemnified Liabilities" is defined in Section 10.4.

     "Indemnified Parties" is defined in Section 10.4.

     "Initial Term Loans" is defined in Section 2.1.1.

     "Initial Term Loan Commitment" is defined in Section 2.1.1.

     "Initial Term Loan Commitment Amount" means $545,000,000.

     "Initial Term Loan Commitment Termination Date" means the earliest of (a)
April 23, 2004, if the Initial Term Loans have not been made on or prior to
such date, (b) the Effective Date (immediately after the making of the Initial
Term Loans on such date), and (c) the date on which any Commitment Termination
Event occurs.

     "Intercreditor Agreement" means the Intercreditor Agreement, dated as of
the Effective Date, among the Administrative Agent, Law Debenture Trust Company
of New York in its capacity as trustee under the Second Lien Notes Indenture
and the Obligors party thereto, substantially in the form attached hereto as
Exhibit J, as amended, supplemented, amended and restated or otherwise modified
from time to time.

     "Interest Coverage Ratio" means, at the end of any Fiscal Quarter, subject
to clause (b) of Section 1.4, the ratio computed for the period consisting of
such Fiscal Quarter and each of the three immediately prior Fiscal Quarters of:

          (a) EBITDA for all such Fiscal Quarters

to

          (b) the cash portion of Interest Expense (net of interest income and
     excluding any mark-to-market gains or losses that must be recognized
     currently in computing interest expense under Financial Accounting
     Standards Board Statement 133) for all such Fiscal Quarters.


                                      22
<PAGE>


     "Interest Expense" means, for any applicable period, the aggregate
consolidated interest expense of the Borrower and the Restricted Subsidiaries
for such applicable period, as determined in accordance with GAAP, including
(i) the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense and (ii) any amounts included in such
consolidated interest expense in respect of Permitted Receivables Transactions
(or, if any such Permitted Receivables Transaction is an "off-balance sheet"
transaction under GAAP, any amounts that would have been so included in respect
of such Permitted Receivables Transaction if it were an "on-balance sheet"
transaction under GAAP), in each case excluding (to the extent included in
interest expense) up-front fees and expenses and the amortization of all
deferred financing costs.

     "Interest Period" means, as to any LIBO Rate Loan, the period commencing
on the Borrowing date of such Loan (or, in the case of any Converted Term Loan,
the Effective Date) or on the date on which the Loan is converted into or
continued as a LIBO Rate Loan, and ending on the date one, two, three, six or,
if consented to by each applicable Lender, nine or twelve months thereafter as
selected by the Borrower in its Borrowing Request or its
Conversion/Continuation Notice; provided that:

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

          (iii) no Interest Period for any Loan shall extend beyond the Stated
     Maturity Date for such Loan;

          (iv) no Interest Period applicable to a Term Loan or portion thereof
     shall extend beyond any date upon which is due any scheduled principal
     payment in respect of the Term Loans unless the aggregate principal amount
     of Term Loans represented by Base Rate Loans, or by LIBO Rate Loans having
     Interest Periods that will expire on or before such date, equals or
     exceeds the amount of such principal payment; and

          (v) there shall be no more than twenty Interest Periods in effect at
     any one time;

provided, further, that (i) with respect to each Borrowing of Term Loans
consisting of LIBO Rate Loans made, or into which Existing Term Loans are
converted, on the Effective Date, the initial Interest Period shall be the
period commencing on (and including) the Business Day on which such Borrowing
is made (including pursuant to any such conversion) and ending on (and
including) the last Business Day of the calendar month following the month in
which such Borrowing is made (including pursuant to any such conversion) and
(ii) with respect to each Borrowing of Additional Term Loans or Foreign Loans
of any Tranche, the initial Interest Period (or, if there shall be more than
one Interest Period then in effect in respect of outstanding Term Loans


                                      23
<PAGE>


or Foreign Loans of such Tranche, initial Interest Periods) in respect of the
Loans constituting such Borrowing shall be the period (or periods) commencing
on (and including) the Business Day on which such Borrowing is made and ending
on (and including) (x) if there are Term Loans or Foreign Loans of such Tranche
then outstanding, the last day (or days) of the Interest Period (or Interest
Periods) applicable to Term Loans or Foreign Loans of such Tranche then
outstanding (with, if there is more than one Interest Period with respect to
outstanding Term Loans of such Tranche then in effect, the aggregate principal
amount of such Additional Term Loans with initial Interest Periods ending on
the last day of each such Interest Period being in proportion to the aggregate
principal amount of the outstanding Term Loans of such Tranche having Interest
Periods ending on such day) and (y) if there are no Term Loans or Foreign Loans
of such Tranche then outstanding, the last Business Day of the calendar month
following the month in which such Borrowing is made.

     "Investment" means, relative to any Person, (i) any loan or advance made
by such Person to any other Person (excluding commission, travel, relocation
and similar advances to officers, directors and employees (or individuals
acting in similar capacities) made in the ordinary course of business), and
(ii) any ownership or similar interest (in the nature of Capital Stock) held by
such Person in any other Person. The amount of any Investment shall be the
original principal or capital amount thereof less all returns of principal or
equity thereon (and without adjustment by reason of the financial condition of
such other Person) and shall, if made by the transfer or exchange of property
other than cash, be deemed to have been made in an original principal or
capital amount equal to the fair market value of such property at the time of
such transfer or exchange.

     "Issuance Request" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
Exhibit B-2 hereto.

     "Issuer" means Bank One, NA in its capacity as issuer of Letters of Credit
(including in respect of Existing Letters of Credit) and any Lender as may be
designated by the Borrower (and consented to by the Administrative Agent and
such Lender, such consent by the Administrative Agent not to be unreasonably
withheld) in its capacity as issuer of Letters of Credit.

     "Lead Arranger" means CSFB.

     "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit H hereto.

     "Lenders" is defined in the preamble.

     "Letter of Credit" is defined in Section 2.1.3.

     "Letter of Credit Commitment" means, with respect to any Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.3 and,
with respect to each of the other Lenders that has a Revolving Loan Commitment,
the obligation of each such Lender to participate in such Letters of Credit
pursuant to Section 2.6.1.

     "Letter of Credit Commitment Amount" means, on any date, a maximum amount
of $50,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2.1.


                                      24
<PAGE>


     "Letter of Credit Outstandings" means, on any date, an amount equal to the
sum of

          (a) the then aggregate amount which is undrawn and available under
     all issued and outstanding Letters of Credit,

plus

          (b) the then aggregate amount of all unpaid and outstanding
     Reimbursement Obligations in respect of such Letters of Credit.

     "Leverage Ratio" means, at the end of any Fiscal Quarter, subject to
clause (b) of Section 1.4, the ratio of

          (a) total Debt less cash and Cash Equivalent Investments of the
     Borrower and the Restricted Subsidiaries on a consolidated basis
     outstanding at such time;

to

          (b) EBITDA for the period of four consecutive Fiscal Quarters ended
     on such date.

     "Leverage Ratio Estimate" is defined in the definition of Applicable
Commitment Fee.

     "LIBO Rate" means, with respect to any LIBO Rate Loans for any Interest
Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of the relevant Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in Dollars
(as set forth by the Bloomberg Information Service or any successor thereto or
any other service selected by the Administrative Agent which has been nominated
by the British Bankers' Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable
pursuant to the foregoing provisions of this definition, the "LIBO Rate" shall
be the interest rate per annum determined by the Administrative Agent to be the
average of the rates per annum at which deposits in Dollars are offered for
such relevant Interest Period to major banks in the interbank market in London,
England by the Administrative Agent at approximately 11:00 a.m. (London time)
on the date that is two Business Days prior to the beginning of such Interest
Period.

     "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

     "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any
Interest Period, the rate of interest per annum (rounded upwards to the next
1/100th of 1%) determined by the Administrative Agent as follows:

                    LIBO Rate           =                 LIBO Rate
                                              -------------------------------
                  (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage


                                      25
<PAGE>


     The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be adjusted automatically as to all LIBO Rate Loans then outstanding
as of the effective date of any change in the LIBOR Reserve Percentage.

     "LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such on its signature page hereto or in the Lender Assignment
Agreement pursuant to which such Lender became a Lender hereunder or such other
office of a Lender as shall be so designated from time to time by notice from
such Lender to the Borrower and the Administrative Agent, which shall be making
or maintaining LIBO Rate Loans of such Lender hereunder.

     "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO
Rate Loans, the percentage (expressed as a decimal, rounded upward to the next
1/100th of 1%) in effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the F.R.S. Board for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

     "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or any other priority or preferential treatment
of any kind or nature whatsoever that has the practical effect of creating a
security interest in property.

     "Loan" means, as the context may require, a Revolving Loan, a Term Loan, a
Foreign Loan or a Swing Line Loan, of any type.

     "Loan Document" means this Agreement, the Intercreditor Agreement, the
Notes, the Letters of Credit, each Rate Protection Agreement under which the
counterparty to such agreement is (or at the time such Rate Protection
Agreement was entered into, was) a Lender or an Affiliate of a Lender relating
to Hedging Obligations of the Borrower or any of its Subsidiaries, each
Borrowing Request, each Issuance Request, the Fee Letters, each Pledge
Agreement, the Subsidiary Guaranty, each Mortgage (upon execution and delivery
thereof) and each other agreement, document or instrument delivered in
connection with this Agreement or any other Loan Document, whether or not
specifically mentioned herein or therein.

     "Material Adverse Effect" means (a) a material adverse effect on the
financial condition, operations, assets, business, properties or prospects of
the Borrower and the Restricted Subsidiaries, taken as a whole, (b) a material
impairment of the ability of the Borrower or any other Obligor to perform its
respective material obligations under the Loan Documents to which it is or will
be a party, or (c) an impairment of the validity or enforceability of, or a
material impairment of the rights, remedies or benefits available to each
Issuer, the Administrative Agent, the Lead Arranger or the Lenders under, this
Agreement or any other Loan Document.

     "Material Documents" means the Stock and Asset Purchase Agreement, the
Charter Documents of each of the Borrower and Holdings, the Principal Other
Transaction Documents,


                                      26
<PAGE>


the Stockholders' Agreement, the Permitted Subordinated Debt Documents, and the
Permitted Senior Debt Documents and the Permitted Holdings Debt Documents, each
as amended, supplemented, amended and restated or otherwise modified from time
to time as permitted in accordance with the terms hereof or of any other Loan
Document.

     "Material Subsidiary" means (i) any direct or indirect Restricted
Subsidiary of the Borrower which holds, owns or contributes, as the case may
be, 3% or more of the gross revenues, assets or EBITDA of the Borrower and the
Restricted Subsidiaries, on a consolidated basis, and (ii) any Restricted
Subsidiary of the Borrower designated by the Borrower as a Material Subsidiary.
The Borrower shall designate one or more Restricted Subsidiaries of the
Borrower as Material Subsidiaries if, in the absence of such designation, the
aggregate gross revenues, assets or EBITDA of all Restricted Subsidiaries of
the Borrower that are not Material Subsidiaries would exceed 3% of the gross
revenues, assets or EBITDA of the Borrower and the Restricted Subsidiaries, on
a consolidated basis.

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

     "Mortgage" means, collectively, each Mortgage or Deed of Trust executed
and delivered pursuant to the terms of this Agreement, including Section 7.1.12
of the Original Credit Agreement or clause (b) of Section 7.1.8 of the Original
Credit Agreement, the Existing Credit Agreement or this Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.

     "Net Debt Proceeds" means, with respect to the incurrence, sale or
issuance by the Borrower or any Restricted Subsidiary of any Debt (other than
Debt permitted by Section 7.2.2 (other than pursuant to clause (k)) and clause
(b)(i) of Section 5.9 of the Holdings Guaranty and Pledge Agreement, in each
case, as in effect on the Effective Date), the excess of:

          (a) the gross cash proceeds (which shall, in the case of any
     Receivables Facility Outstandings, be deemed to be in the amount of such
     Receivables Facility Outstandings determined in accordance with the
     definition thereof) received by Holdings, the Borrower or any such
     Restricted Subsidiary from such incurrence, sale or issuance (other than
     gross cash proceeds in respect of Permitted Receivables Transactions that
     exceed in the aggregate during the term of the Agreement $55,000,000),

over

          (b) the sum (without duplication) of (i) all reasonable and customary
     underwriting commissions and legal, investment banking, brokerage and
     accounting and other professional fees, sales commissions and
     disbursements and all other reasonable fees, expenses and charges, in each
     case actually incurred in connection with such incurrence, sale or
     issuance, and (ii) in the case of any Debt incurred, sold or issued by any
     Foreign Subsidiary, any taxes or other costs or expenses resulting from
     repatriating any such proceeds to the United States.

     "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of the Borrower or any of the Restricted
Subsidiaries (other than sales permitted pursuant to clause (a), (b), (d) (to
the extent the proceeds of the transfer permitted thereunder


                                      27
<PAGE>


constitute Net Casualty Proceeds), (e) or (f) of Section 7.2.9, but including
any sale or issuance of Capital Stock of any such Subsidiary to any Person
other than the Borrower or any of the Subsidiaries), the excess of

          (a) the sum of the gross cash proceeds received, directly or
     indirectly, by the Borrower or any of the Restricted Subsidiaries from any
     such sale, transfer or other disposition and any cash payments received in
     respect of promissory notes or other non-cash consideration delivered to
     the Borrower or such Restricted Subsidiary in respect thereof,

less

          (b) the sum (without duplication) of (i) all reasonable and customary
     fees and expenses with respect to legal, investment banking, brokerage,
     accounting and other professional fees, sales commissions and
     disbursements and all other reasonable fees, expenses and charges, in each
     case actually incurred in connection with such sale, transfer or other
     disposition, (ii) all taxes and other governmental costs and expenses
     actually paid or estimated by the Borrower (in good faith) to be payable
     in cash in connection with such sale, transfer or other disposition
     (including, in the event of a transfer, sale or other disposition of
     non-U.S. assets, any such taxes or other costs or expenses resulting from
     repatriating any such proceeds to the United States), (iii) payments made
     by the Borrower or any of the Restricted Subsidiaries to retire
     Indebtedness (other than the Loans) of the Borrower or any of the
     Restricted Subsidiaries where payment of such Indebtedness is required in
     connection with such sale, transfer or other disposition and (iv) reserves
     for purchase price adjustments and retained fixed liabilities reasonably
     expected to be payable by the Borrower and the Restricted Subsidiaries in
     cash in connection therewith;

provided that if, after the payment of all taxes, purchase price adjustments
and retained fixed liabilities with respect to such sale, transfer or other
disposition, the amount of estimated taxes, purchase price adjustments or
retained fixed liabilities, if any, pursuant to clause (b)(ii) or (b)(iv) above
exceeded the tax, purchase price adjustment or retained fixed liabilities
amount actually paid in cash in respect of such sale, transfer or other
disposition, the aggregate amount of such excess shall, at such time,
constitute Net Disposition Proceeds.

     "Net Equity Proceeds" means with respect to any sale or issuance by
Holdings or the Borrower to any Person of any Capital Stock of Holdings or the
Borrower, as the case may be, or any warrants or options with respect to any
such Capital Stock or the exercise of any such warrants or options after the
Effective Date (exclusive of any such proceeds constituting Excluded Equity
Proceeds) the excess of:

          (a) the gross cash proceeds received by Holdings or the Borrower from
     such sale, exercise or issuance,

over

          (b) the sum, without duplication, of (i) all reasonable and customary
     underwriting commissions and legal, investment banking, brokerage,
     accounting and other professional


                                      28
<PAGE>


     fees, sales commissions and disbursements and all other reasonable fees,
     expenses and charges, in each case actually incurred in connection with
     such sale or issuance and (ii) the amount of such proceeds used by the
     Borrower or any Restricted Subsidiary to make an Investment permitted by
     clause (l) of Section 7.2.5.

     "Net Income" means, for any period, the net income of the Borrower and its
Subsidiaries for such period on a consolidated basis, excluding (a) net losses
or gains realized in connection with any sale, lease, conveyance or other
disposition of any asset (other than in the ordinary course of business) and
(b) extraordinary or nonrecurring income (or expense), including, to the extent
similar to items excluded, for any prior period, from "Net Income" under the
Original Credit Agreement or the Existing Credit Agreement, any restructuring
costs, or costs reasonably determined by the Borrower to be associated with
facility or product line closures, consolidation or rationalization, together
with any related provision for taxes and any compensation charge incurred in
connection with the Transaction; provided that the Net Income or loss of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid to the Borrower or a Restricted Subsidiary
in cash.

     "Non-Consenting Lender" means any Lender that, in response to any request
by the Borrower or any Agent to a departure from, waiver of or amendment to any
provision of any Loan Document that requires the agreement of all Lenders or
all Lenders with respect to a particular Tranche, which departure, waiver or
amendment receives the consent of the Required Lenders or the holders of a
majority of the Commitments or (if the applicable Commitments in respect of
such Tranche shall have expired or been terminated) outstanding Credit
Extensions in respect of such Tranche, as the case may be, shall not have given
its consent to such departure, waiver or amendment.

     "Non-Defaulting Lender" means a Lender that is neither a Defaulting Lender
nor a Non-Funding Lender.

     "Non-Funding Lender" means a Lender that shall have failed to fund any
Loan hereunder that it was required to have funded in accordance with the terms
hereof, which Loan was included in any Borrowing in respect of which a majority
of the aggregate principal amount of all Loans included in such Borrowing were
funded by the Lenders party thereto.

     "Non-Recourse Debt" means Indebtedness (i) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Borrower or any of the Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity, and (ii) as to which the lenders have been
notified in writing that they will not have any recourse to the Capital Stock
or assets of the Borrower or any of the Restricted Subsidiaries (other than
Capital Stock of Unrestricted Subsidiaries pledged by the Borrower or a
Restricted Subsidiary to secure Debt of such Unrestricted Subsidiary); provided
that in no event shall Indebtedness of any Unrestricted Subsidiary fail to be
Non-Recourse Debt solely as a result of any default provisions contained in a
guarantee thereof by the Borrower or any of the Restricted


                                      29
<PAGE>


Subsidiaries if the Borrower or such Restricted Subsidiary was otherwise
permitted to incur such guarantee under this Agreement.

     "Non-U.S. Lender" means any Lender (including each Assignee Lender) that
is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any state thereof, or (iii) an estate or trust that is subject
to U.S. Federal income taxation regardless of the source of its income.

     "Note" means, as the context may require, a Revolving Note, a Term Note, a
Foreign Loan Note or a Swing Line Note.

     "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement and each other Loan Document.

     "Obligor" means the Borrower or any other Person (other than any Agent,
the Lead Arranger, any Issuer, the Swing Line Lender or any Lender) obligated
under any Loan Document.

     "Other Transaction Documents" means the Principal Other Transaction
Documents and all agreements, documents, instruments, certificates, filings,
consents, approvals, board of directors resolutions and opinions furnished
pursuant to or in connection with the Redemption, the Transaction Restricted
Payments, the Holdings Note Issuance, the Subordinated Note Issuance and the
Second Lien Note Issuance, each as amended, supplemented, amended and restated
or otherwise modified from time to time as permitted in accordance with the
terms hereof or of any other Loan Document.

     "Other Transaction Indebtedness" means the Second Lien Notes, the
Subordinated Notes and, from and after the Holdings Note Issuance, the Holdings
Notes.

     "Participant" is defined in clause (d) of Section 10.11.

     "Patriot Act" is defined in Section 10.16.

     "PBGC" means the Pension Benefit Guaranty Corporation and any successor
entity.

     "Pension Plan" means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the
Borrower, a member of a Controlled Group, has or within the prior six years has
had any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

     "Percentage" means, relative to any Lender, the applicable percentage
relating to Initial Term Loans, Additional Term Loans, Revolving Loans, Foreign
Revolving Loans or Foreign Term Loans, as the case may be, as set forth in
Schedule II or in an amendment thereto reflecting any Additional Term Loan
Commitments or Foreign Loan Commitments or, in any such case, in


                                      30
<PAGE>


a Lender Assignment Agreement(s) under the applicable column heading, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered
pursuant to Section 10.11. A Lender shall not have any Commitment to make Loans
of any Tranche if its percentage under the respective column heading is zero.

     "Permitted Holdings Debt" means Debt of Holdings having terms consistent
with the following: (i) no scheduled payments of principal prior to the ninth
anniversary of the Effective Date, (ii) no payments of interest required to be
made in cash prior to the fifth anniversary of the Effective Date, (iii)
commercially reasonable interest or accretion rate, (iv) the absence of
financial maintenance covenants, (v) the absence of guarantees by the Borrower
or any Restricted Subsidiary, and (vi) the absence of covenants or other terms
or conditions that, taken as a whole, are more restrictive than the covenants,
terms and restrictions contained in the Credit Agreement and the other Loan
Documents.

     "Permitted Holdings Debt Documents" means all loan agreements, indentures,
note purchase agreements, promissory notes, guarantees, and other instruments
and agreements evidencing or executed in connection with Permitted Holdings
Debt, in each case as amended, supplemented, amended and restated or otherwise
modified in accordance with Section 7.2.10.

     "Permitted Receivables Transaction" means one or more trade receivables
financing transactions pursuant to which the Borrower and any of its Restricted
Subsidiaries sells Accounts and assets related thereto that are customarily
transferred with such Accounts in receivables financing transactions, or
interests therein, directly or indirectly through another Restricted Subsidiary
of the Borrower to a Receivables Co., and such Receivables Co. sells such
Accounts and related assets, or interests therein, or grants Liens in such
Accounts and related assets, or interests therein, to buyers thereof or
providers of financing based thereon, so long as (i) the aggregate principal
amount outstanding (without duplication) at any time of all such financings
does not exceed $80,000,000 and (ii) such financings are subject to customary
terms and conditions or other terms and conditions reasonably acceptable to the
Administrative Agent.

     "Permitted Senior Debt" means notes issued by the Borrower having terms
consistent with the following: (i) no scheduled payments of principal for at
least six months following the latest Stated Maturity Date, (ii) commercially
reasonable interest rates, (iii) the absence of financial maintenance covenants
other than financial maintenance covenants that are no more restrictive than
the financial maintenance covenants included in the Second Lien Notes and (iv)
the absence of covenants or any other terms or conditions that, taken as a
whole, are more restrictive than the covenants, terms and restrictions
contained in this Agreement and the other applicable Loan Documents.

     "Permitted Senior Debt Documents" means all loan agreements, indentures,
note purchase agreements, promissory notes, guarantees, and other instruments
and agreements evidencing or executed in connection with Permitted Senior Debt,
in each case as amended, supplemented, amended and restated or otherwise
modified in accordance with Section 7.2.10.

     "Permitted Subordinated Debt" means unsecured subordinated notes issued by
the Borrower having terms consistent with the following: (i) subordination in
right of payment to the


                                      31
<PAGE>


Obligations pursuant to terms and conditions substantially similar to those set
forth in the Subordinated Note Indenture or other terms and conditions
reasonably acceptable to the Administrative Agent, (ii) no scheduled payments
of principal for at least one year following the latest Stated Maturity Date,
(iii) commercially reasonable interest rates, (iv) the absence of financial
maintenance covenants, and (v) the absence of covenants or any other terms or
conditions that, taken as a whole, are more restrictive than the covenants,
terms and restrictions contained in this Agreement and the other applicable
Loan Documents.

     "Permitted Subordinated Debt Documents" means all loan agreements,
indentures, note purchase agreements, promissory notes, guarantees, and other
instruments and agreements evidencing or executed in connection with Permitted
Subordinated Debt, in each case as amended, supplemented, amended and restated
or otherwise modified in accordance with Section 7.2.10.

     "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

     "Plan" means any Pension Plan or Welfare Plan.

     "Pledge Agreement" means, as the context may require, the Borrower Pledge
and Security Agreement, the Holdings Guaranty and Pledge Agreement or the
Subsidiary Pledge and Security Agreement.

     "Pledge and Security Agreement" means, as the context may require, the
Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security
Agreement.

     "Principal Other Transaction Documents" means the Second Lien Note
Indenture, the Second Lien Notes, the Subordinated Note Indenture, the
Subordinated Notes, and, from and after the Holdings Note Issuance, the
Holdings Indenture and the Holdings Notes, each as amended, supplemented,
amended and restated or otherwise modified from time to time as permitted in
accordance with the terms hereof or of any other Loan Document.

     "Pro Forma Financial Statements" is defined in clause (a) of Section
5.1.8.

     "Public Offering" means, for any Person, any sale after the Effective Date
of the Capital Stock of such Person to the public pursuant to a primary
offering registered under the Securities Act of 1933, as amended.

     "Quarterly Payment Date" means the last day of each of March, June,
September and December, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing with June 30, 2004.

     "Rate Protection Agreement" means any interest rate swap, cap, collar or
similar agreement entered into by the Borrower pursuant to the terms of this
Agreement under which the counterparty to such agreement is (or at the time
such Rate Protection Agreement was entered into, was) a Lender or an Affiliate
of a Lender.


                                      32
<PAGE>


     "Receivables Co." means any Restricted Subsidiary of the Borrower
established after the Effective Date whose sole business consists of purchasing
Accounts and related assets, or interests therein, pursuant to a Permitted
Receivables Transaction, from the Borrower and its Restricted Subsidiaries,
selling and granting Liens on such Accounts and related assets, or interests
therein, obtaining credit on the basis of sales of or Liens on such Accounts
and related assets, or interests therein, and such other activities as are
incidental to the foregoing.

     "Receivables Facility Outstandings" means obligations of the Borrower and
its Restricted Subsidiaries, with respect to any Permitted Receivables
Transaction, and, for purposes of this Agreement and each other Loan Document,
the amount of such obligations in respect of any Permitted Receivables
Transaction shall be (i) if such Permitted Receivables Transaction is or should
be an "on-balance-sheet" transaction in accordance with GAAP, the aggregate
principal amount of debt required to be reflected on the consolidated balance
sheet of the Borrower and the Restricted Subsidiaries in respect thereof in
accordance with GAAP and (ii) if such Permitted Receivables Transaction is or
should be an "off-balance-sheet" transaction in accordance with GAAP, the
aggregate principal amount of debt that would be required to be reflected on
the consolidated balance sheet of the Borrower and the Restricted Subsidiaries
in respect thereof in accordance with GAAP if such Permitted Receivables
Transaction were an "on-balance-sheet" transaction in accordance with GAAP.

     "Redemption" is defined in the fourth recital.

     "Refinancing" is defined in the fourth recital.

     "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

     "Register" is defined in clause (b) of Section 2.7.

     "Reimbursement Obligation" is defined in Section 2.6.3.

     "Reinstatement Date" is defined in Section 4.1.

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

     "Replacement Lender" is defined in Section 4.11.

     "Replacement Notice" is defined in Section 4.11.

     "Required Lenders" means, at any time, Non-Defaulting Lenders holding more
than 50% of the Total Exposure Amount.

     "Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect from time to
time.

     "Restricted Payments" is defined in Section 7.2.6.


                                      33
<PAGE>


     "Restricted Payments Compliance Certificate" means a certificate duly
completed and executed by an Authorized Officer that is the president, the
chief executive officer, the treasurer, the chief financial officer or, for so
long as the Borrower does not have a chief financial officer, the controller of
the Borrower, substantially in the form of Exhibit E-2 hereto.

     "Restricted Subsidiary" means any Subsidiary of the Borrower that is not
an Unrestricted Subsidiary.

     "Revolving Loans" is defined in Section 2.1.2.

     "Revolving Loan Commitment" is defined in Section 2.1.2.

     "Revolving Loan Commitment Amount" means, on any date, $80,000,000, as
such amount may be increased from time to time pursuant to Section 2.2.2 or
reduced from time to time pursuant to Section 2.2.1.

     "Revolving Loan Commitment Termination Date" means the earliest of (i) the
fifth anniversary of the Effective Date, (ii) the date on which the Revolving
Loan Commitment Amount is terminated in full or reduced to zero pursuant to
Section 2.2, and (iii) the date on which any Commitment Termination Event
occurs.

     "Revolving Note" means a promissory note of the Borrower payable to any
Lender, substantially in the form of Exhibit A-1 (as such promissory note may
be amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Revolving Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

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

     "Second Lien Note Indenture" means the Indenture, dated as of the
Effective Date, among the Borrower, the guarantors signatory thereto, and Law
Debenture Trust Company of New York, as trustee, as in effect on the Effective
Date and, thereafter, as amended, supplemented, amended and restated or
otherwise modified in accordance with Section 7.2.10.

     "Second Lien Note Issuance" is defined in the fourth recital.

     "Second Lien Notes" means the second priority senior secured floating rate
notes due 2011 issued by the Borrower in an aggregate principal amount of
$100,000,000, as in effect on the Effective Date and, thereafter, as amended,
supplemented, amended and restated or otherwise modified in accordance with
Section 7.2.10 and any registered exchange notes issued in exchange therefor.

     "Secured Parties" means, collectively, the Lenders, the Issuers, the
Administrative Agent and each counterparty to a Rate Protection Agreement that
is (or at the time such Rate Protection Agreement was entered into, was) a
Lender or an Affiliate of a Lender.


                                      34
<PAGE>


     "Solvent" means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in business or a transaction, and such Person is
not about to engage in business or a transaction, for which such Person's
property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.

     "SPC" is defined in clause (g) of Section 10.11.

     "Stated Amount" of each Letter of Credit means the total amount available
to be drawn under such Letter of Credit upon the issuance thereof.

     "Stated Expiry Date" is defined in Section 2.6.

     "Stated Maturity Date" means (i) in the case of any Revolving Loan, the
fifth anniversary of the Effective Date, (ii) in the case of any Initial Term
Loan, the seventh anniversary of the Effective Date or, in the case of any such
day that is not a Business Day, the first Business Day following such day,
provided however that if the Existing Preferred Stock is not fully redeemed as
a result of the Redemption, and, on the date (the "Contingent Term Loan
Maturity Date") that is one year prior to the date set for the mandatory
redemption of the Existing Preferred Stock, Holdings has not amended the terms
of any remaining outstanding Existing Preferred Shares to extend the mandatory
redemption date for the Existing Preferred Shares to at least the eighth
anniversary of the Effective Date, the Stated Maturity Date shall be the
Continent Term Loan Maturity Date, and (iii) in the case of any Foreign Loan or
Additional Term Loan, the date set forth in the agreement pursuant to which the
applicable Lenders agreed to provide the Foreign Loan Commitment or Additional
Term Commitment in respect of such Foreign Loan or Additional Term Loan.

     "Stock and Asset Purchase Agreement" means the Amended and Restated Stock
and Asset Purchase Agreement, dated as of August 13, 1999 (as amended or
otherwise modified from time to time in accordance with Section 7.2.10) among
Tyco International (US) Inc., Grinnell Corporation, Tyco Group S.a.r.l and
Holdings.

     "Stockholders' Agreement" means the Stockholders' Agreement, dated as of
August 16, 1999, among Holdings, the DLJMB Entities and certain other holders
of Capital Stock of Holdings, as the same has been amended, modified or
supplemented through the Effective Date and may, subject to Section 7.2.10, be
amended, modified or supplemented thereafter.

     "Subordinated Note Indenture" means the Indenture, dated as of the
Effective Date, among the Borrower, the guarantors signatory thereto, and Law
Debenture Trust Company of New York, as trustee, as in effect on the Effective
Date and, thereafter, as amended, supplemented, amended and restated or
otherwise modified in accordance with Section 7.2.10.


                                      35
<PAGE>


     "Subordinated Note Issuance" is defined in the fourth recital.

     "Subordinated Notes" means the 10% senior subordinated notes due 2012
issued by the Borrower in an aggregate principal amount of $315,000,000, as in
effect on the Effective Date and, thereafter, as amended, supplemented, amended
and restated or otherwise modified in accordance with Section 7.2.10 and any
registered exchange notes issued in exchange therefor.

     "Subordination Provisions" is defined in Section 8.1.11.

     "Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
Capital Stock (or other ownership interests) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time Capital
Stock (or other ownership interests) of any other class or classes of such
entity shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person. For purposes of this Agreement and the other Loan
Documents, any Acquired Controlled Person shall be deemed to be a "Subsidiary"
of the Borrower for purposes of Sections 6.1, 6.7, 6.9, 6.10, 6.11, 6.12,
7.1.2, 7.1.3, 7.1.4, 7.1.5, 7.1.6, 7.1.7(b), 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.2.6,
7.2.9, 7.2.11, 7.2.12 and 7.2.14 and, to the extent (and only to the extent)
that it relates to any of the foregoing Sections, Article VIII.

     "Subsidiary Guarantor" means each U.S. Subsidiary of the Borrower that has
executed and delivered a Subsidiary Guaranty (or a supplement thereto).

     "Subsidiary Guaranty" means the Amended and Restated Subsidiary Guaranty
executed and delivered by an Authorized Officer of each Subsidiary Guarantor
pursuant to Section 5.1.5, substantially in the form of Exhibit G hereto,
together with any supplements thereto delivered pursuant to the terms of this
Agreement, in each case, as amended, supplemented, amended and restated or
otherwise modified from time to time.

     "Subsidiary Pledge and Security Agreement" means the Second Amended and
Restated Subsidiary Pledge and Security Agreement executed and delivered by an
Authorized Officer of each Subsidiary Guarantor pursuant to clause (b) of
Section 5.1.6, substantially in the form of Exhibit F-3 hereto, together with
any supplements thereto and any supplemental Foreign Pledge Agreements
delivered pursuant to the terms thereof or of this Agreement, in each case as
amended, supplemented, amended and restated or otherwise modified from time to
time.

     "Swing Line Lender" means the Administrative Agent in its capacity as
Swing Line Lender hereunder.

     "Swing Line Loan" is defined in clause (b) of Section 2.1.2.

     "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.2.

     "Swing Line Loan Commitment Amount" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.1.


                                      36
<PAGE>


     "Swing Line Note" means a promissory note of the Borrower payable to the
Swing Line Lender, substantially in the form of Exhibit A-3 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to the Swing Line
Lender resulting from outstanding Swing Line Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

     "Syndication Agents" is defined in the preamble.

     "Taxes" is defined in Section 4.6.

     "Term Loan Commitment Termination Date" means, as the context may require,
the Initial Term Loan Commitment Termination Date and any Additional Term Loan
Commitment Termination Date.

     "Term Loan Commitments" means, collectively, the Initial Term Loan
Commitments, and any Additional Term Loan Commitments.

     "Term Loans" means, collectively, the Initial Term Loans and any
Additional Term Loans.

     "Term Note" means a promissory note of the Borrower payable to the order
of any Lender, substantially in the form of Exhibit A-2 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from outstanding Term Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

     "Termination Date" means the date on which all Obligations have been paid
in full in cash, all Letters of Credit have been terminated, expired or cash
collateralized, all Rate Protection Agreements have been terminated and all
Commitments shall have terminated.

     "Total Exposure Amount" means, on any date of determination (and without
duplication), the outstanding principal amount of all Loans, the aggregate
amount of all Letter of Credit Outstandings and the unfunded amount of all
Commitments.

     "Tranche" means, as the context may require, the Loans constituting Term
Loans, Revolving Loans, Foreign Revolving Loans, Foreign Term Loans or Swing
Line Loans; provided that (i) Term Loans having different Stated Maturity Dates
or different amortization schedules shall constitute different Tranches, (ii)
Foreign Term Loans made to different Foreign Borrowers or having different
Stated Maturity Dates or different amortization schedules shall constitute
different Tranches and (iii) Foreign Revolving Loans made to different Foreign
Borrowers shall constitute different Tranches.

     "Transaction" is defined in the fourth recital.

     "Transaction Restricted Payment Amount" is defined in the fourth recital.


                                      37
<PAGE>


     "Transaction Restricted Payments" is defined in the fourth recital.

     "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

     "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; provided that if, with respect to any Filing Statement
or by reason of any mandatory provisions of law, the perfection or the effect
of perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, UCC means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions of this
Agreement, each Loan Document and any Filing Statement relating to such
perfection or effect of perfection or non-perfection.

     "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

     "U.S. Subsidiary" means any Subsidiary of the Borrower that is
incorporated or organized in or under the laws of the United States, any state
thereof or the District of Columbia.

     "Unrestricted Subsidiary" means (i) Anvil International LLC and (ii) any
Subsidiary of the Borrower that is designated by a resolution of the Board of
Directors of the Borrower as an Unrestricted Subsidiary, but only to the extent
that such Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b)
is not party to any agreement, contract, arrangement or understanding with the
Borrower or any Restricted Subsidiary unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Borrower or
such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Borrower; (c) is a Person with respect to
which neither the Borrower nor any of the Restricted Subsidiaries has any
direct or indirect obligation (x) to subscribe for additional Capital Stock or
warrants, options or other rights to acquire Capital Stock or (y) to maintain
or preserve such Person's financial condition or to cause such Person to
achieve any specified levels of operating results; and (d) has not guaranteed
or otherwise directly or indirectly provided credit support for any
Indebtedness of the Borrower or any of the Restricted Subsidiaries. If, at any
time, any Unrestricted Subsidiary would fail to meet the foregoing requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes hereof. The Board of Directors of the Borrower may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if no
Default or Event of Default would be in existence following such designation.

     "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees (or Persons performing similar functions) of any Person
(irrespective of whether or not, at the time, Capital Stock of any other class
or classes shall have, or might have, voting power by reason of the happening
of any contingency).


                                      38
<PAGE>


     "Waiver" means an agreement in favor of the Administrative Agent for the
benefit of the Lenders in form and substance reasonably satisfactory to the
Administrative Agent.

     "Welfare Plan" means a "welfare plan", as such term is defined in Section
3(1) of ERISA, and to which the Borrower has any liability.

     "wholly-owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the Capital Stock (and all rights and options
to purchase such Capital Stock) of which, other than directors' qualifying
shares, are owned, beneficially and of record, by such Person and/or one or
more wholly-owned Subsidiaries of such Person.

     SECTION 1.2 Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in each other
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

     SECTION 1.3 Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in
any Article, Section or definition to any clause are references to such clause
of such Article, Section or definition.

     SECTION 1.4 Accounting and Financial Determinations.

          (a) Unless otherwise specified and subject to clause (b) of this
     Section 1.4, all accounting terms used herein or in any other Loan
     Document shall be interpreted, all accounting determinations and
     computations hereunder or thereunder (including under Section 7.2.4) shall
     be made, and all financial statements required to be delivered hereunder
     or thereunder shall be prepared in accordance with, those generally
     accepted accounting principles as in effect from time to time in the
     United States, applied on a basis consistent (except for changes concurred
     in by the Borrower's independent public accountants) with the most recent
     audited consolidated financial statements of the Borrower and its
     Subsidiaries delivered to the Lenders ("GAAP"); provided, however, that,
     if the Borrower notifies the Administrative Agent that the Borrower wishes
     to amend any covenant in Section 7.2.4, the definition of EBITDA, Leverage
     Ratio, Fixed Charge Coverage Ratio, Capital Expenditure, Net Income,
     Interest Expense, Applicable Margin, Applicable Commitment Fee or clause
     (b) or (d) of Section 3.1.1 to eliminate the effect of any change in GAAP
     on the operation of such covenant, definition or clause (or if the
     Administrative Agent notifies the Borrower that the Required Lenders wish
     to amend any such covenant, definition or clause for such purpose), then
     the Borrower's compliance with such covenant shall be determined, and such
     definitions and clauses shall be applied, on the basis of GAAP in effect
     immediately before the relevant change in GAAP became effective, until
     either such notice is withdrawn or such covenant, definition or clause is
     amended in a manner satisfactory to the Borrower and the Required Lenders.


                                      39
<PAGE>


          (b) For purposes of computing the Fixed Charge Coverage Ratio,
     Interest Coverage Ratio and Leverage Ratio (and any financial calculations
     required to be made or included within such ratios) as of any date, all
     components of such ratios, including Capital Expenditures, in the case of
     any disposition, but excluding Capital Expenditures, in the case of any
     acquisition, for the period of four Fiscal Quarters ending at the end of
     the Fiscal Quarter most recently ended on or prior to such date shall
     include or exclude, as the case may be, without duplication, such
     components of such ratios attributable to any business or assets that have
     been acquired or disposed of by the Borrower or any of its Subsidiaries
     (including through mergers or consolidations) after the first day of such
     period of four Fiscal Quarters and prior to such date, as determined in
     good faith by the Borrower on a pro forma basis for such period of four
     Fiscal Quarters as if such acquisition or disposition had occurred on such
     first day of such period (including cost savings that would have been
     realized had such acquisition occurred on such day and which inclusion
     when not otherwise permitted under GAAP has been approved by a majority of
     the board of directors of Holdings).

                                  ARTICLE II

                COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                          NOTES AND LETTERS OF CREDIT

     SECTION 2.1 Commitments. On the terms and subject to the conditions of
this Agreement (including Sections 2.1.4, 2.1.5 and Article V),

          (a) each Lender severally agrees to make Loans (other than Swing Line
     Loans) pursuant to each of its Commitments and the Swing Line Lender
     agrees to make Swing Line Loans pursuant to the Swing Line Loan
     Commitment, in each case as described in this Section 2.1; and

          (b) each Issuer severally agrees that it will issue Letters of Credit
     pursuant to Section 2.1.3, and each other Lender that has a Revolving Loan
     Commitment severally agrees that it will purchase participation interests
     in such Letters of Credit pursuant to Section 2.6.1.

     SECTION 2.1.1 Term Loan Commitment.

          (a) On the Effective Date, each Lender that has a Percentage in
     excess of zero of the Initial Term Loan Commitment will make a loan
     (relative to such Lender, its "Initial Term Loan") to the Borrower equal
     to such Lender's Percentage of the aggregate amount of the Borrowing or
     Borrowings of Initial Term Loans requested by the Borrower to be made on
     the Effective Date (with the commitment of each such Lender described in
     this clause referred to as its "Initial Term Loan Commitment"). No amounts
     prepaid or repaid with respect to Term Loans may be reborrowed.

          (b) In connection with the making of the Initial Term Loans pursuant
     to clause (a), by delivering written notice to the Administrative Agent at
     least two Business Days prior to the Effective Date, any Lender of
     Existing Term Loans may elect to make all or


                                      40
<PAGE>


     any portion of such Lender's Percentage of the Initial Term Loans
     requested by the Borrower to be made on the Effective Date by converting
     all or a portion of the outstanding principal amount of the Existing Term
     Loans held by such Lender into Initial Term Loans in a principal amount
     equal to the amount of Existing Term Loans so converted (each such
     Existing Term Loan to the extent it is to be converted a "Converted Term
     Loan"). On the Effective Date, the Converted Term Loans shall be converted
     for all purposes of this Agreement into Initial Term Loans, and the
     Administrative Agent shall record in the Register the aggregate amounts of
     Converted Term Loans converted into Initial Term Loans. Any written notice
     to the Administrative Agent delivered by an applicable Lender pursuant to
     this Section shall specify the amount of such Lender's Term Loan
     Commitment and the principal amount of Existing Term Loans held by such
     Lender that are to be converted into Initial Term Loans.

          (c) On any date on or prior to the Additional Term Loan Commitment
     Termination Date with respect to any Additional Term Loan Commitment, each
     Lender that has a Percentage in excess of zero of such Additional Term
     Loan Commitment will make a loan (each such loan an "Additional Term
     Loan") to the Borrower equal to such Lender's Percentage of the aggregate
     Borrowing or Borrowings of Additional Term Loans requested by the Borrower
     to be made on such date pursuant to such Additional Term Loan Commitment.

          (d) On any date on or prior to the Foreign Term Loan Commitment
     Termination Date with respect to any Foreign Term Loan Commitment, each
     Lender that has a Percentage in excess of zero of such Foreign Term Loan
     Commitment will make a loan (each such loan a "Foreign Term Loan") to the
     Foreign Borrower with respect to such Foreign Term Loan Commitment equal
     to such Lender's Percentage of the aggregate Borrowing or Borrowings of
     Foreign Term Loans requested by such Foreign Borrower to be made on such
     date pursuant to such Foreign Term Loan Commitment.

     SECTION 2.1.2 Revolving Loan Commitment and Swing Line Loan Commitment.
Subject to compliance by the Borrower with Sections 2.1.4 and 5.2, from time to
time on any Business Day occurring on or after the Effective Date but prior to
the Revolving Loan Commitment Termination Date,

          (a) each Lender that has a Percentage of the Revolving Loan
     Commitment in excess of zero will make loans (relative to such Lender, its
     "Revolving Loans") to the Borrower equal to such Lender's Percentage of
     the aggregate amount of the Borrowing or Borrowings of Revolving Loans
     requested by the Borrower to be made on such day. The Commitment of each
     Lender described in this clause is herein referred to as its "Revolving
     Loan Commitment". On the terms and subject to the conditions hereof, the
     Borrower may from time to time borrow, prepay and reborrow Revolving
     Loans;

          (b) the Swing Line Lender will make a loan (a "Swing Line Loan") to
     the Borrower equal to the principal amount of the Swing Line Loan
     requested by the Borrower to be made on such day. The Commitment of the
     Swing Line Lender described in this clause is herein referred to as its
     "Swing Line Loan Commitment". On


                                      41
<PAGE>


     the terms and subject to the conditions hereof, the Borrower may from time
     to time borrow, prepay and reborrow Swing Line Loans; and

          (c) each Lender that has a Percentage of a Foreign Revolving Loan
     Commitment in excess of zero will make loans (relative to such Lender, its
     "Foreign Revolving Loans") to the Foreign Borrower with respect to such
     Foreign Revolving Loan Commitment equal to such Lender's Percentage of the
     aggregate amount of the Borrowing or Borrowings of Foreign Revolving Loans
     requested by such Foreign Borrower to be made on such day. On the terms
     and subject to the conditions hereof, the applicable Foreign Borrower may
     from time to time borrow, prepay and reborrow Foreign Revolving Loans.

     SECTION 2.1.3 Letter of Credit Commitment. Subject to compliance by the
Borrower with Sections 2.1.5 and 5.2, from time to time on any Business Day
occurring on or after the Effective Date to, but excluding, the date which is
ten days before the Revolving Loan Commitment Termination Date, the applicable
Issuer will (i) issue one or more standby or commercial letters of credit (each
referred to as a "Letter of Credit") for the account of the Borrower or any of
the Restricted Subsidiaries in the Stated Amount requested by the Borrower on
such day, or (ii) renew an existing standby or commercial Letter of Credit
previously issued hereunder (including any Letter of Credit deemed issued
hereunder pursuant to Section 2.6) by extending the Stated Expiry Date thereof
to a date not later than the earlier to occur of (x) five days prior to the
Revolving Loan Commitment Termination Date and (y) the date which is 12 months
from the date of such renewal; provided that, notwithstanding the terms of this
clause (y), a Letter of Credit may, if required by the beneficiary thereof,
contain "evergreen" provisions pursuant to which the Stated Expiry Date shall
be automatically extended, unless notice to the contrary shall have been given
to the beneficiary by the applicable Issuer or the account party of such Letter
of Credit (which notice by the account party shall have been provided to the
applicable Issuer in writing) more than a specified period prior to the then
existing Stated Expiry Date.

     SECTION 2.1.4 Lenders Not Permitted or Required to Make the Loans. No
Lender shall be permitted or required to, and the Borrower shall not request
any Lender to, make

          (a) any Initial Term Loan if, after giving effect thereto, the
     aggregate original principal amount of all the Initial Term Loans of such
     Lender would exceed such Lender's Percentage of the Initial Term Loan
     Commitment Amount;

          (b) any Additional Term Loan pursuant to any Additional Term Loan
     Commitment if, after giving effect thereto, the aggregate original
     principal amount of all Additional Term Loans of such Lender made pursuant
     to such Additional Term Loan Commitment would exceed such Lender's
     Percentage of the Additional Term Loan Commitment Amount in respect of
     such Additional Term Loan Commitment;

          (c) any Foreign Term Loan pursuant to any Foreign Term Loan
     Commitment if, after giving effect thereto, the aggregate original
     principal amount of all Foreign Term Loans of such Lender made pursuant to
     such Foreign Term Loan Commitment would


                                      42
<PAGE>


     exceed such Lender's Percentage of the Foreign Term Loan Commitment Amount
     in respect of such Foreign Term Loan Commitment;

          (d) any Revolving Loan if, after giving effect thereto, the aggregate
     outstanding principal amount of all the Revolving Loans of all the Lenders
     with Revolving Loan Commitments, together with the Letter of Credit
     Outstandings and the aggregate outstanding principal amount of all Swing
     Line Loans, would exceed the then existing Revolving Loan Commitment
     Amount;

          (e) any Foreign Revolving Loan pursuant to any Foreign Revolving Loan
     Commitment if, after giving effect thereto, the aggregate principal amount
     of all outstanding Foreign Revolving Loans of such Lender made pursuant to
     such Foreign Revolving Loan Commitment would exceed such Lender's
     Percentage of the Foreign Revolving Loan Commitment Amount in respect of
     such Foreign Revolving Loan Commitment; or

          (f) any Swing Line Loan if, after giving effect thereto (i) the
     aggregate outstanding principal amount of all Swing Line Loans would
     exceed the Swing Line Loan Commitment Amount or (ii) the sum of the
     aggregate amount of all Letter of Credit Outstandings plus the aggregate
     principal amount of all Revolving Loans and Swing Line Loans then
     outstanding would exceed the then existing Revolving Loan Commitment
     Amount.

     SECTION 2.1.5 Issuer Not Permitted or Required to Issue Letters of Credit.
No Issuer shall be permitted or required to issue any Letter of Credit if:

          (a) after giving effect thereto, the aggregate amount of all Letter
     of Credit Outstandings would exceed the Letter of Credit Commitment
     Amount;

          (b) after giving effect thereto, the sum of the aggregate amount of
     all Letter of Credit Outstandings plus the aggregate principal amount of
     all Revolving Loans and Swing Line Loans then outstanding would exceed the
     Revolving Loan Commitment Amount; or

          (c) the Letter of Credit has an expiration date later than the
     earlier of (x) five Business Days prior to the Revolving Loan Commitment
     Termination Date and (y) the date which is 12 months from the date of
     issuance of such Letter of Credit; provided that the immediately preceding
     clause (y) shall not prevent the applicable Issuer from agreeing that a
     Letter of Credit will be extended pursuant to Section 2.1.3 (including
     pursuant to "evergreen" provisions permitted thereunder).

     SECTION 2.2 Changes in Commitment Amount.

     SECTION 2.2.1 Reduction of Revolving Loan Commitment Amount. The Borrower
may, from time to time on any Business Day occurring after the Effective Date,
voluntarily reduce the Revolving Loan Commitment Amount; provided that all such
reductions shall require at least three Business Days' prior notice to the
Administrative Agent and be permanent, and any partial reduction of the
Revolving Loan Commitment Amount shall be in an aggregate amount of


                                      43
<PAGE>


$500,000 or any larger integral multiple of $100,000. Any such reduction of the
Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment
Amount below the Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount shall result in an automatic and corresponding reduction of
the Letter of Credit Commitment Amount or the Swing Line Loan Commitment
Amount, as the case may be, to an aggregate amount not in excess of the
Revolving Loan Commitment Amount, as so reduced, without any further action on
the part of the applicable Issuer or the Swing Line Lender.

     SECTION 2.2.2 Increases in Revolving Loan Commitment Amount; Additional
Term Loan Commitments. At any time that no Event of Default has occurred and is
continuing, and prior to the Revolving Loan Commitment Termination Date (or, in
the case of an Additional Term Loan Commitment, the Stated Maturity Date of the
Initial Term Loans), the Borrower may notify the Administrative Agent that the
Borrower is requesting that, on the terms and subject to the conditions
contained in this Agreement, the Lenders and/or other lenders not then a party
to this Agreement provide up to an aggregate amount of $50,000,000 in
additional Revolving Loan Commitments and/or commitments to make Term Loans
(any such commitment, an "Additional Term Loan Commitment"; and the aggregate
amount thereof agreed to be provided by the applicable Lenders or other lenders
in response to any such request, an "Additional Term Loan Commitment Amount").
Upon receipt of such notice, the Administrative Agent shall use commercially
reasonable efforts to arrange for the Lenders or other Eligible Assignees to
provide such additional Commitments; provided, however, that the Administrative
Agent will first offer each of the Lenders that then has a Percentage in excess
of zero with respect to the applicable Tranche a pro rata portion of any such
additional Commitments. Alternatively, CSFB may commit to provide the full
amount of the requested additional Commitments and then offer portions of such
additional Commitments to the Lenders or other Eligible Institutions, subject
to the proviso to the immediately preceding sentence. Nothing contained in this
Section or otherwise in this Agreement is intended to commit any Lender or any
Agent to provide any portion of any such additional Commitments. If and to the
extent that any Lenders and/or other lenders agree, in their sole discretion,
to provide any such additional Commitments, (i) in the case of any Additional
Term Loan Commitment with a Stated Maturity Date, and an amortization schedule,
identical to the Stated Maturity Date, and remaining amortization schedule, of
the Initial Term Loans, upon the making of any Additional Term Loans pursuant
to such Additional Term Loan Commitment, the Administrative Agent will adjust
the amortization schedule set forth in clause (g) of Section 3.1.1 so that the
Borrower will repay an additional amount on each Quarterly Payment Date equal
to whatever percentage of the outstanding principal amount of the Initial Term
Loans would have otherwise been due on such Quarterly Payment Date multiplied
by the aggregate principal amount of such Additional Term Loans, with any
remaining principal amount of such Additional Term Loans to be due and payable
on the Stated Maturity Date for the applicable Tranche, (ii) in the case of any
Additional Term Loan Commitment for which the Stated Maturity Date, or
amortization schedule, is not identical to the Stated Maturity Date, and
remaining amortization schedule, of the Initial Term Loans, upon the making of
any Additional Term Loans pursuant to such Additional Term Loan Commitment,
Section 3.1.1 will be amended by adding a new clause thereto (and making
conforming amendments to the other provisions of this Agreement) to provide for
the amortization of such Additional Term Loans on the schedule agreed between
the Borrower and the Lenders that agreed to provide the Additional Term Loan
Commitments pursuant to which such Additional Term Loans were made, (iii) in
the case of an increase in the Revolving Loan Commitment


                                      44
<PAGE>


Amount, (A) the Revolving Loan Commitment Amount shall be increased by the
amount of the additional Revolving Loan Commitments agreed to be so provided,
(B) the Percentages of the respective Lenders in respect of the increased
Revolving Loan Commitment Amount shall be proportionally adjusted (provided,
however, that the amount equal to the adjusted Percentage of a Lender in
respect of Revolving Loans multiplied by the Revolving Loan Commitment Amount
as increased pursuant to clause (A) may not exceed the amount equal to the
Percentage of such Lender in respect of Revolving Loans immediately prior to
any adjustment made pursuant to this clause (B) multiplied by the Revolving
Loan Commitment Amount immediately prior to the corresponding increase thereof
pursuant to clause (A) without the consent of such Lender) and such adjustment
shall be recorded in the Register and (C) at such time and in such manner as
the Borrower and the Administrative Agent shall agree (it being understood that
the Borrower and the Administrative Agent will use commercially reasonable
efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day
other than the last day of the Interest Period applicable thereto), the Lenders
shall assign and assume outstanding Revolving Loans so as to cause the amounts
of such Revolving Loans held by each Lender with a Percentage in excess of zero
of the Revolving Loan Commitment to conform to its Percentage of the Revolving
Loan Commitment and (iv) the Borrower shall execute and deliver any additional
Notes, other amendments or modifications to any Loan Document, and any other
certificates, consents or legal opinions as the Administrative Agent may
reasonably request.

     SECTION 2.2.3 Foreign Loan Commitments. At any time that no Event of
Default has occurred and is continuing, and prior to the Revolving Loan
Commitment Termination Date, the Borrower may notify the Administrative Agent
that one of its Restricted Subsidiaries that is a Foreign Subsidiary (such
Subsidiary, a "Foreign Borrower") is requesting that, on the terms and subject
to the conditions contained in this Agreement, the Lenders and/or other lenders
not then a party to this Agreement provide up to an aggregate amount of
$30,000,000 or the Foreign Currency equivalent thereof in Dollars or one or
more Foreign Currencies in the form of a new tranche of revolving loan
commitments (any such commitment, a "Foreign Revolving Loan Commitment"; and
the aggregate amount thereof agreed to be provided by the applicable Lenders or
other lenders in response to any such request, a "Foreign Revolving Loan
Commitment Amount") and/or commitments to make Foreign Term Loans (any such
commitment, a "Foreign Term Loan Commitment"; and the aggregate amount thereof
agreed to be provided by the applicable Lenders or other lenders in response to
any such request, a "Foreign Term Loan Commitment Amount"). Upon receipt of
such notice, the Administrative Agent shall use commercially reasonable efforts
to arrange for the Lenders or other Eligible Assignee to provide such
additional Commitments. Alternatively, CSFB may commit to provide the full
amount of the requested additional Commitments and then offer portions of such
additional Commitments to the Lenders or other Eligible Institutions. Nothing
contained in this Section or otherwise in this Agreement is intended to commit
any Lender or any Agent to provide any portion of any such additional
Commitments. If and to the extent that any Lenders and/or other lenders agree,
in their sole discretion, to provide any such additional Commitments, the
Administrative Agent is hereby authorized, without obtaining any further
consents of the Lenders, to enter into any amendments or supplements (including
an amendment and restatement of the Agreement) with the Borrower and/or any
Foreign Borrower to this and any other Loan Document to the extent necessary to
implement the foregoing and include the applicable Foreign Loan Commitment and
Foreign Loans hereunder and the Borrower shall execute and deliver any
additional Notes, other amendments or modifications to any Loan Document, and
any other


                                      45
<PAGE>


certificates, consents or legal opinions as the Administrative Agent may
reasonably request in furtherance thereof.

     SECTION 2.3 Borrowing Procedures and Funding Maintenance. Loans (other
than Swing Line Loans) shall be made by the Lenders in accordance with Section
2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in
accordance with Section 2.3.2.

     SECTION 2.3.1 Term Loans and Revolving Loans. By delivering a Borrowing
Request to the Administrative Agent on or before 12:00 p.m., New York time (or,
in the case of any Borrowing of Foreign Loans, such time as the applicable
Foreign Borrower and the Administrative Agent shall agree), on a Business Day,
the Borrower (or, in the case of a Borrowing of Foreign Loans, the applicable
Foreign Borrower) may from time to time irrevocably request, on not less than
one Business Day's notice (in the case of Base Rate Loans) or three Business
Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days'
notice (in the case of any Loans) (or, in the case of any Borrowing of Foreign
Loans, such notice as the applicable Foreign Borrower and the Administrative
Agent shall agree), that a Borrowing be made in an aggregate amount of $500,000
or any larger integral multiple of $100,000 (or, in the case of any Borrowing
of Foreign Loans, such aggregate amounts as the applicable Foreign Borrower and
the Administrative Agent shall agree), or in the unused amount of the
applicable Commitment. No Borrowing Request shall be required, and the minimum
aggregate amounts specified under this Section 2.3.1 shall not apply, in the
case of Revolving Loans made under clause (b) of Section 2.3.2 to refund
Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in
respect of unreimbursed Disbursements. On the terms and subject to the
conditions of this Agreement, each Borrowing shall be comprised of the type of
Loans, and shall be made on the Business Day, specified in such Borrowing
Request. On or before 1:00 p.m., New York time (or, in the case of any
Borrowing of Foreign Loans, such time as the applicable Foreign Borrower and
the Administrative Agent shall agree), on such Business Day each Lender with a
Commitment of greater than zero with respect to the applicable Tranche shall
deposit with the Administrative Agent same day funds in an amount equal to such
Lender's Percentage of the requested Borrowing, except, in the case of Initial
Term Loans, to the extent such Lender elects to convert Existing Term Loans
into Initial Term Loans pursuant to clause (b) of Section 2.1.1. Such deposit
will be made to an account which the Administrative Agent shall specify from
time to time by notice to the Lenders. To the extent funds are received from
the Lenders, the Administrative Agent shall make such funds available to the
Borrower by wire transfer to the accounts the Borrower shall have specified in
its Borrowing Request. No Lender's obligation to make any Loan shall be
affected by any other Lender's failure to make any Loan.

     SECTION 2.3.2 Swing Line Loans. (a) By telephonic notice, promptly
followed (within one Business Day) by the delivery of a confirming Borrowing
Request, to the Swing Line Lender and the Administrative Agent on or before
2:00 p.m., New York time, on the Business Day the proposed Swing Line Loan is
to be made, the Borrower may from time to time irrevocably request that a Swing
Line Loan be made by the Swing Line Lender in a minimum principal amount of
$500,000 or any larger integral multiple of $100,000. All Swing Line Loans
shall be made as Base Rate Loans and shall not be entitled to be converted into
LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available
by the Swing Line Lender, by 3:00 p.m., New York time, on the Business Day
telephonic notice is received by it as provided in this


                                      46
<PAGE>


clause (a), to the Borrower by wire transfer to the account the Borrower shall
have specified in its notice therefor.

          (b) If (i) any Swing Line Loan shall be outstanding for more than
     four Business Days or (ii) any Default shall occur and be continuing, each
     Lender with a Revolving Loan Commitment (other than the Swing Line Lender)
     irrevocably agrees that it will, at the request of the Swing Line Lender
     and upon notice from the Administrative Agent, unless such Swing Line Loan
     shall have been earlier repaid in full, make a Revolving Loan (which shall
     initially be funded as a Base Rate Loan) (each such Revolving Loan, a
     "Swing Line Refunding Loan") in an amount equal to such Lender's
     Percentage in respect of the Revolving Loan Commitments of the aggregate
     principal amount of all such Swing Line Loans then outstanding (such
     outstanding Swing Line Loans hereinafter referred to as the "Refunded
     Swing Line Loans"); provided that the Swing Line Lender shall not request,
     and no Lender with a Revolving Loan Commitment shall make, any Swing Line
     Refunding Loan if, after giving effect to the making of such Swing Line
     Refunding Loan, the sum of all Swing Line Loans and Revolving Loans made
     by such Lender, plus such Lender's Percentage in respect of the Revolving
     Loan Commitments of the aggregate amount of all Letter of Credit
     Outstandings, would exceed such Lender's Percentage of the then existing
     Revolving Loan Commitment Amount. On or before 12:00 p.m., New York time
     on the first Business Day following receipt by each Lender with a
     Revolving Loan Commitment of a request to make Swing Line Refunding Loans
     as provided in the preceding sentence, each such Lender with a Revolving
     Loan Commitment shall deposit in an account specified by the Swing Line
     Lender the amount so requested in same day funds and such funds shall be
     applied by the Swing Line Lender to repay the Refunded Swing Line Loans.
     At the time the aforementioned Lenders make the above referenced Swing
     Line Refunding Loans, the Swing Line Lender shall be deemed to have made,
     in consideration of the making of the Refunded Swing Line Loans, a Swing
     Line Refunding Loan in an amount equal to the Swing Line Lender's
     Percentage in respect of the Revolving Loan Commitments of the aggregate
     principal amount of the Refunded Swing Line Loans. Upon the making (or
     deemed making, in the case of the Swing Line Lender) of any Swing Line
     Refunding Loan pursuant to this clause (b), the amount so funded shall
     become outstanding as a Revolving Loan of such Lender and to the extent to
     made (or deemed made, in the case of the Swing Line Lender) shall no
     longer constitute a portion of the applicable Swing Line Loan. All
     interest payable with respect to any Swing Line Refunding Loans made (or
     deemed made, in the case of the Swing Line Lender) pursuant to this clause
     (b) shall be appropriately adjusted to reflect the period of time during
     which the Swing Line Lender had outstanding Swing Line Loans in respect of
     which such Swing Line Refunding Loans were made. Each Lender's obligation
     (in the case of Lenders with a Revolving Loan Commitment) to make the
     Swing Line Refunding Loans referred to in this clause (b) shall be
     absolute and unconditional and shall not be affected by any circumstance,
     including, without limitation, (i) any set-off, counterclaim, recoupment,
     defense or other right which such Lender may have against the Swing Line
     Lender, the Borrower or any other Person for any reason whatsoever; (ii)
     the occurrence or continuance of any Default; (iii) any adverse change in
     the condition (financial or otherwise) of the Borrower or any other
     Obligor; (iv) the acceleration or maturity of any Loans or the termination
     of any Commitment after the making of any Swing Line Loan; (v) any breach
     of this Agreement


                                      47
<PAGE>


     or any other Loan Document by the Borrower or any Lender; or (vi) any
     other circumstance, happening or event whatsoever, whether or not similar
     to any of the foregoing.

     SECTION 2.4 Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 1:00
p.m., New York time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than one Business Day's notice (in the case of a
conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days'
notice (in the case of a continuation of LIBO Rate Loans or a conversion of
Base Rate Loans into LIBO Rate Loans) nor more than five Business Days' notice
(in the case of any Loans) that all, or any portion in a minimum amount of
$500,000 or any larger integral multiple of $100,000, be, in the case of Base
Rate Loans denominated in Dollars, converted into LIBO Rate Loans denominated
in Dollars or, in the case of LIBO Rate Loans denominated in Dollars, converted
into Base Rate Loans denominated in Dollars or continued as LIBO Rate Loans
denominated in Dollars (in the absence of delivery of a Continuation/Conversion
Notice with respect to any LIBO Rate Loan denominated in Dollars at least three
Business Days before the last day of the then current Interest Period with
respect thereto, such LIBO Rate Loan shall, on such last day, (i) in the case
of any Revolving Loan, automatically convert to a Base Rate Loan denominated in
Dollars and (ii) in the case of any Term Loan, automatically be continued as a
LIBO Rate Loan denominated in Dollars with a new Interest Period of one month);
provided that (x) each such conversion or continuation shall be pro rated among
the applicable outstanding Loans of the relevant Lenders, and (y) no portion of
the outstanding principal amount of any Loans denominated in Dollars may be
continued as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing.

     SECTION 2.5 Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing
one of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan, so long as
such action does not result in increased costs to the Borrower; provided that
such LIBO Rate Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such LIBO Rate
Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility; and provided further,
that, except for purposes of determining whether any such increased costs are
payable by the Borrower, such Lender shall cause such foreign branch, Affiliate
or international banking facility to comply with the applicable provisions of
clause (b) of Section 4.6 with respect to such LIBO Rate Loan. In addition, the
Borrower hereby consents and agrees that, for purposes of any determination to
be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively
assumed that each Lender elected to fund all LIBO Rate Loans by purchasing
Dollar deposits in its LIBOR Office's interbank Eurodollar market.

     SECTION 2.6 Issuance Procedures. By delivering to the applicable Issuer
and the Administrative Agent an Issuance Request on or before 1:00 p.m., New
York time, on a Business Day, the Borrower may, from time to time irrevocably
request, on not less than three Business Days' notice (or such shorter or
longer notice as may be acceptable to the applicable Issuer), in the case of an
initial issuance of a Letter of Credit, and not less than three Business Days'
notice (unless a shorter notice period is acceptable to the applicable Issuer)
prior to the then existing Stated Expiry Date of a Letter of Credit, in the
case of a request for the extension of the Stated


                                      48
<PAGE>


Expiry Date of a Letter of Credit, that such Issuer issue, or extend the Stated
Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf
of the Borrower (whether issued for the account of or on behalf of the Borrower
or any of the Restricted Subsidiaries) in such form as may be requested by the
Borrower and approved by such Issuer, for the purposes described in Section
7.1.9. Notwithstanding anything to the contrary contained herein or in any
separate application for any Letter of Credit, the Borrower hereby acknowledges
and agrees that it shall be obligated to reimburse the applicable Issuer upon
each Disbursement paid under a Letter of Credit, and it shall be deemed to be
the obligor for purposes of each such Letter of Credit issued hereunder
(whether the account party on such Letter of Credit is the Borrower or a
Subsidiary of the Borrower). Upon receipt of an Issuance Request, the
Administrative Agent shall promptly notify the applicable Issuer and each
Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit
shall by its terms be stated to expire on a date (its "Stated Expiry Date") no
later than the earlier to occur of (x) five days prior to the Revolving Loan
Commitment Termination Date and (y) the date which is 12 months from the date
of issuance of such Letter of Credit; provided that notwithstanding the terms
of clause (y) above, a Letter of Credit may, if required by the beneficiary
thereof, contain "evergreen" provisions pursuant to which the Stated Expiry
Date shall be automatically extended, unless notice to the contrary shall have
been given to the beneficiary by the applicable Issuer or the account party
more than a specified period prior to the then existing Stated Expiry Date. The
applicable Issuer will make available to the beneficiary thereof the original
of each Letter of Credit which it issues hereunder. In the event that the
Issuer is other than the Administrative Agent, such Issuer will send by
facsimile transmission to the Administrative Agent, promptly on the first
Business Day of each week, its daily maximum amount available to be drawn under
the Letters of Credit issued by such Issuer for the previous week. The
Administrative Agent shall deliver to each Lender upon each calendar month end,
and upon each payment of the letter of credit fees payable pursuant to Section
3.3.3, a report setting forth the daily maximum amount available to be drawn
for all Issuers during such period.

     SECTION 2.6.1 Other Lenders' Participation. Upon the issuance of each
Letter of Credit issued by an Issuer pursuant hereto, and without further
action, each Lender (other than such Issuer) that has a Revolving Loan
Commitment shall be deemed to have irrevocably purchased from such Issuer, to
the extent of its Percentage in respect of the Revolving Loan Commitments, and
such Issuer shall be deemed to have irrevocably granted and sold to such Lender
a participation interest in such Letter of Credit (including the Contingent
Liability and any Reimbursement Obligation and all rights with respect
thereto), and such Lender shall, to the extent of its Percentage in respect of
the Revolving Loan Commitments, be responsible for reimbursing promptly (and in
any event within one Business Day) the applicable Issuer for Reimbursement
Obligations which have not been reimbursed by the Borrower in accordance with
Section 2.6.3. In addition, such Lender shall, to the extent of its Percentage
in respect of the Revolving Loan Commitments, be entitled to receive a ratable
portion of the letter of credit fees payable pursuant to Section 3.3.3 with
respect to each Letter of Credit and of interest payable pursuant to Section
3.2 with respect to any Reimbursement Obligation. To the extent that any Lender
has reimbursed the applicable Issuer for a Disbursement as required by this
Section, such Lender shall be entitled to receive its ratable portion of any
amounts subsequently received (from the Borrower or otherwise) in respect of
such Disbursement.


                                      49
<PAGE>


     SECTION 2.6.2 Disbursements; Conversion to Revolving Loans. The applicable
Issuer will notify the Borrower and the Administrative Agent promptly of the
presentment for payment of any drawing under any Letter of Credit issued by
such Issuer, together with notice of the date (the "Disbursement Date") such
payment shall be made (each such payment, a "Disbursement"). Subject to the
terms and provisions of such Letter of Credit and this Agreement, such Issuer
shall make such payment to the beneficiary (or its designee) of such Letter of
Credit. Prior to 1:30 p.m., New York time, on the first Business Day following
the Disbursement Date (the "Disbursement Due Date"), the Borrower will
reimburse the Administrative Agent, for the account of such Issuer, for all
amounts which such Issuer has disbursed under such Letter of Credit, together
with interest thereon at the rate per annum otherwise applicable to Revolving
Loans (made as Base Rate Loans) from and including the Disbursement Date to but
excluding the Disbursement Due Date and, thereafter (unless such Disbursement
is converted into a Base Rate Loan on the Disbursement Due Date), at a rate per
annum equal to the rate per annum then in effect with respect to overdue
Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2 for the
period from the Disbursement Due Date through the date of such reimbursement;
provided that, if no Default shall have then occurred and be continuing, unless
the Borrower has notified the Administrative Agent no later than one Business
Day prior to the Disbursement Due Date that it will reimburse such Issuer for
the applicable Disbursement, then the amount of the Disbursement shall be
deemed to be a Borrowing of Revolving Loans constituting Base Rate Loans and
following the giving of notice thereof by the Administrative Agent to the
Lenders, each Lender with a Revolving Loan Commitment (other than such Issuer)
will deliver to such Issuer on the Disbursement Due Date immediately available
funds in an amount equal to such Lender's Percentage of such Borrowing. Each
conversion of Disbursement amounts into Revolving Loans shall constitute a
representation and warranty by the Borrower that on the date of the making of
such Revolving Loans all of the statements set forth in Section 5.2.1 are true
and correct.

     SECTION 2.6.3 Reimbursement. The obligation (a "Reimbursement Obligation")
of the Borrower under Section 2.6.2 to reimburse the applicable Issuer with
respect to each Disbursement (including interest thereon) not converted into a
Base Rate Loan pursuant to Section 2.6.2, and, upon the Borrower failing or
electing not to reimburse such Issuer and the giving of notice thereof by the
Administrative Agent to the Lenders, each Lender's (to the extent it has a
Revolving Loan Commitment) obligation under Section 2.6.1 to reimburse such
Issuer or fund its Percentage of any Disbursement converted into a Base Rate
Loan, shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower or such Lender, as the case may be, may have or have had against such
Issuer or any such Lender, including any defense based upon the failure of any
Disbursement to conform to the terms of the applicable Letter of Credit (if, in
such Issuer's good faith opinion, such Disbursement is determined to be
appropriate) or any non-application or misapplication by the beneficiary of the
proceeds of such Letter of Credit; provided that after paying in full its
Reimbursement Obligation hereunder, nothing herein shall adversely affect the
right of the Borrower or such Lender, as the case may be, to commence any
proceeding against such Issuer for any wrongful Disbursement made by such
Issuer under a Letter of Credit as a result of acts or omissions constituting
gross negligence or willful misconduct on the part of such Issuer.


                                      50
<PAGE>


     SECTION 2.6.4 Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default of the type described in clauses (b)
through (d) of Section 8.1.9 with respect to any Obligor (other than
Subsidiaries that are not Material Subsidiaries) or, with notice from the
Administrative Agent acting at the direction of the Required Lenders, upon the
occurrence and during the continuation of any other Event of Default,

          (a) an amount equal to that portion of all Letter of Credit
     Outstandings attributable to the then aggregate amount which is undrawn
     and available under all Letters of Credit issued and outstanding shall,
     without demand upon or notice to the Borrower or any other Person, be
     deemed to have been paid or disbursed by the applicable Issuer under such
     Letters of Credit (notwithstanding that such amount may not in fact have
     been so paid or disbursed); and

          (b) upon notification by the Administrative Agent to the Borrower of
     its obligations under this Section, the Borrower shall be immediately
     obligated to reimburse the applicable Issuer for the amount deemed to have
     been so paid or disbursed by such Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
applicable Issuer. At such time as the Events of Default giving rise to the
deemed disbursements hereunder shall have been cured or waived, the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section, together with accrued
interest at the Federal Funds Rate, which have not been applied to the
satisfaction of such Obligations.

     SECTION 2.6.5 Nature of Reimbursement Obligations. The Borrower and, to
the extent set forth in Section 2.6.1, each Lender with a Revolving Loan
Commitment, shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. No Issuer (except to the extent of
its own gross negligence or willful misconduct) shall be responsible for:

          (a) the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any Letter of Credit or any document submitted by any party in
     connection with the application for and issuance of a Letter of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged;

          (b) the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any instrument transferring or assigning or purporting to
     transfer or assign a Letter of Credit or the rights or benefits thereunder
     or the proceeds thereof in whole or in part, which may prove to be invalid
     or ineffective for any reason;

          (c) failure of the beneficiary to comply fully with conditions
     required in order to demand payment under a Letter of Credit;

          (d) errors, omissions, interruptions or delays in transmission or
     delivery of any messages, by mail, cable, telegraph, telex or otherwise;
     or


                                      51
<PAGE>


          (e) any loss or delay in the transmission or otherwise of any
     document or draft required in order to make a Disbursement under a Letter
     of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Lender with a Revolving Loan
Commitment hereunder. In furtherance and extension and not in limitation or
derogation of any of the foregoing, any action taken or omitted to be taken by
the applicable Issuer in good faith (and not constituting gross negligence or
willful misconduct) shall be binding upon the Borrower, each Obligor and each
such Lender, and shall not put such Issuer under any resulting liability to the
Borrower, any Obligor or any such Lender, as the case may be.

     SECTION 2.6.6 Existing Letters of Credit. Notwithstanding anything to the
contrary herein, the Existing Letters of Credit outstanding on the Effective
Date (as set forth in Schedule III hereto) shall be deemed to be Letters of
Credit outstanding hereunder.

     SECTION 2.7 Register; Notes.

          (a) Each Lender may maintain in accordance with its usual practice an
     account or accounts evidencing the Indebtedness of the Borrower to such
     Lender resulting from each Loan made by such Lender, including the amounts
     of principal and interest payable and paid to such Lender from time to
     time hereunder. In the case of a Lender that does not request, pursuant to
     clause (b)(ii) below, execution and delivery of a Note evidencing the
     Loans made by such Lender to the Borrower, such account or accounts shall,
     to the extent not inconsistent with the notations made by the
     Administrative Agent in the Register, be conclusive and binding on the
     Borrower absent manifest error; provided that the failure of any Lender to
     maintain such account or accounts shall not limit or otherwise affect any
     Obligations of the Borrower or any other Obligor.

          (b) (i) The Borrower hereby designates the Administrative Agent to
     serve as the Borrower's agent, solely for the purpose of this clause (b),
     to maintain a register (the "Register") on which the Administrative Agent
     will record each Lender's Commitments, the Loans made by each Lender and
     each repayment in respect of the principal amount of the Loans of each
     Lender and annexed to which the Administrative Agent shall retain a copy
     of each Lender Assignment Agreement delivered to the Administrative Agent
     pursuant to Section 10.11. Failure to make any recordation, or any error
     in such recordation, shall not affect the Borrower's obligation in respect
     of such Loans. The entries in the Register shall be conclusive, in the
     absence of manifest error, and the Borrower, the Administrative Agent and
     the Lenders shall treat each Person in whose name a Loan (and as provided
     in clause (ii) the Note evidencing such Loan, if any) is registered as the
     owner thereof for all purposes of this Agreement, notwithstanding notice
     or any provision herein to the contrary. A Lender's Commitment and the
     Loans made pursuant thereto may be assigned or otherwise transferred in
     whole or in part only by registration of such assignment or transfer in
     the Register. Any assignment or transfer of a Lender's Commitment or the
     Loans made pursuant thereto shall be registered in the Register only upon
     delivery to the Administrative Agent of a Lender Assignment Agreement duly
     executed by the assignor thereof. No assignment or transfer of a Lender's
     Commitment or the Loans made pursuant thereto shall be effective unless
     such


                                      52
<PAGE>


assignment or transfer shall have been recorded in the Register by the
Administrative Agent as provided in this Section.

          (ii) The Borrower agrees that, upon the request to the Administrative
     Agent by any Lender, the Borrower will execute and deliver to such Lender,
     as applicable, a Revolving Note, a Term Note and a Swing Line Note, and
     each applicable Foreign Borrower will execute and deliver to such Lender a
     Foreign Loan Note, evidencing the Loans made by such Lender. The Borrower
     hereby irrevocably authorizes, and with respect to any Foreign Loan Note,
     the Foreign Borrower that issued such Note authorizes, each Lender to make
     (or cause to be made) appropriate notations on the grid attached to such
     Lender's Notes (or on any continuation of such grid), which notations, if
     made, shall evidence, inter alia, the date of, the outstanding principal
     amount of, and the interest rate and Interest Period applicable to the
     Loans evidenced thereby. Such notations shall, to the extent not
     inconsistent with the notations made by the Administrative Agent in the
     Register, be conclusive and binding on the Borrower absent manifest error;
     provided that the failure of any Lender to make any such notations or any
     error in any such notations shall not limit or otherwise affect any
     Obligations of the Borrower or any other Obligor. The Loans evidenced by
     any such Note and interest thereon shall at all times (including after
     assignment pursuant to Section 10.11) be represented by one or more Notes
     payable to the order of the payee named therein and its registered
     assigns. A Note and the obligation evidenced thereby may be assigned or
     otherwise transferred in whole or in part only by registration of such
     assignment or transfer of such Note and the obligation evidenced thereby
     in the Register (and each Note shall expressly so provide). Any assignment
     or transfer of all or part of an obligation evidenced by a Note shall be
     registered in the Register only upon surrender for registration of
     assignment or transfer of the Note evidencing such obligation, accompanied
     by a Lender Assignment Agreement duly executed by the assignor thereof,
     and thereupon, if requested by the assignee, one or more new Notes shall
     be issued to the designated assignee and the old Note shall be returned by
     the Administrative Agent to the Borrower marked "exchanged". No assignment
     of a Note and the obligation evidenced thereby shall be effective unless
     it shall have been recorded in the Register by the Administrative Agent as
     provided in this Section.

                                  ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


     SECTION 3.1 Repayments and Prepayments; Application.

     SECTION 3.1.1 Repayments and Prepayments. The Borrower shall repay in full
the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, payments and repayments of Loans shall or may be made
as set forth below.

          (a) From time to time on any Business Day, the Borrower may make a
     voluntary prepayment, in whole or in part, of the outstanding principal
     amount of any

               (i) Loans (other than Swing Line Loans); provided that


                                      53
<PAGE>


                    (A) any such prepayment of the Term Loans and Foreign Term
               Loans shall be made pro rata among Term Loans and Foreign Term
               Loans of the same type and Tranche and, if applicable, having
               the same Interest Period of all Lenders that have made such Term
               Loans or Foreign Term Loans, and any such prepayment of
               Revolving Loans or Foreign Revolving Loans shall be made pro
               rata among the Revolving Loans of the same type and Tranche and,
               if applicable, having the same Interest Period of all Lenders
               that have made such Revolving Loans or Foreign Revolving Loans;

                    (B) the Borrower shall comply with Section 4.4 in the event
               that any LIBO Rate Loan is prepaid on any day other than the
               last day of the Interest Period for such Loan;

                    (C) all such voluntary prepayments shall require at least
               one Business Day's notice in the case of Base Rate Loans, three
               Business Days' notice in the case of LIBO Rate Loans, but no
               more than five Business Days' notice in the case of any Loans,
               in each case in writing to the Administrative Agent; and

                    (D) all such voluntary partial prepayments shall be in an
               aggregate amount of $500,000 or any larger integral multiple of
               $100,000 or in the aggregate principal amount of all Loans of
               the applicable Tranche and type then outstanding; or

               (ii) Swing Line Loans, provided that

                    (A) all such voluntary prepayments shall require prior
               telephonic notice to the Swing Line Lender on or before 2:00
               p.m., New York time, on the day of such prepayment (such notice
               to be confirmed in writing by the Borrower within 24 hours
               thereafter); and

                    (B) all such voluntary partial prepayments shall be in an
               aggregate amount of $500,000 and an integral multiple of
               $100,000 or in the aggregate principal amount of all Swing Line
               Loans then outstanding.

          (b) No later than five Business Days following the delivery by the
     Borrower of its annual audited financial reports required pursuant to
     clause (b) of Section 7.1.1, the Borrower shall deliver to the
     Administrative Agent a calculation of the Excess Cash Flow for the Fiscal
     Year last ended and, no later than five Business Days following the
     delivery of such calculation, make or cause to be made a mandatory
     prepayment of the Term Loans (and, if agreed by the applicable Foreign
     Borrower and the Lenders that agreed to provide the Foreign Term Loan
     Commitments of any Tranche, the Foreign Term Loans of such Tranche) in an
     amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year
     (or, in the case of the Fiscal Year ending September 30, 2004, 50% of an
     amount equal to (x) the Excess Cash Flow (if any) for such Fiscal Year
     multiplied by (y) a fraction, the numerator of which is the number of days
     in the period from and including


                                      54
<PAGE>


     the Effective Date through and including September 30, 2004 and the
     denominator of which is 366) less (ii) the aggregate amount of all
     voluntary prepayments of the principal of the Term Loans and Foreign Term
     Loans actually made in such Fiscal Year pursuant to clause (a) of Section
     3.1.1, to be applied as set forth in Section 3.1.2; provided that such
     prepayment shall only be required to be made to the extent that the amount
     of Debt, as reduced by giving effect to such prepayment would result in a
     Leverage Ratio of greater than or equal to 3.25:1 on a pro forma basis as
     of the date of such prepayment.

          (c) No later than (i) one Business Day (in the case of Net Debt
     Proceeds) or (ii) 30 calendar days (in the case of Net Disposition
     Proceeds) following the receipt of any Net Disposition Proceeds or Net
     Debt Proceeds by the Borrower or any Restricted Subsidiary, the Borrower
     shall deliver to the Administrative Agent a calculation of the amount of
     such Net Disposition Proceeds or Net Debt Proceeds, as the case may be,
     and, to the extent the amount of such Net Disposition Proceeds or Net Debt
     Proceeds, as the case may be, with respect to any single transaction or
     series of related transactions, exceeds $2,000,000 (other than in the case
     of Net Debt Proceeds incurred pursuant to clause (k) of Section 7.2.2,
     which shall include all such Net Debt Proceeds), make a mandatory
     prepayment of the Term Loans (and, if agreed by the applicable Foreign
     Borrower and the Lenders that agreed to provide the Foreign Term Loan
     Commitments of any Tranche, the Foreign Term Loans of such Tranche) in an
     amount equal to 100% of such Net Disposition Proceeds or Net Debt
     Proceeds, as the case may be, to be applied as set forth in Section 3.1.2;
     provided that no mandatory prepayment on account of such Net Disposition
     Proceeds shall be required under this clause if the Borrower informs the
     Administrative Agent no later than 30 days following the receipt of any
     Net Disposition Proceeds of its or its Restricted Subsidiary's good faith
     intention to apply such Net Disposition Proceeds to the acquisition of
     other assets or property consistent with the Holdings Business (including
     by way of merger or investment) within 365 days following the receipt of
     such Net Disposition Proceeds, with the amount of such Net Disposition
     Proceeds unused after such 365 day period being applied to the Term Loans
     (and, if so agreed, the Foreign Term Loans of any Tranche) as set forth in
     Section 3.1.2.

          (d) The Borrower shall, concurrently with the receipt of any Net
     Equity Proceeds by Holdings, the Borrower or any Restricted Subsidiary,
     deliver to the Administrative Agent a calculation of the amount of such
     Net Equity Proceeds, and no later than five Business Days following the
     delivery of such calculation, and, to the extent that the amount of such
     Net Equity Proceeds with respect to any single transaction or series of
     related transactions exceeds $2,000,000, and subject to the proviso below,
     make or cause to be made a mandatory prepayment of the Term Loans (and, if
     agreed by the applicable Foreign Borrower and the Lenders that agreed to
     provide the Foreign Term Loan Commitments of any Tranche, the Foreign Term
     Loans of such Tranche) in an amount equal to 50% of such Net Equity
     Proceeds to be applied as set forth in Section 3.1.2; provided that such
     prepayment shall only be required to be made to the extent that the amount
     of Debt, as reduced by giving effect to such prepayment would result in a
     Leverage Ratio of greater than or equal to 3.50:1 on a pro forma basis as
     of the date of such prepayment.


                                      55
<PAGE>


          (e) The Borrower shall, no later than the 60th calendar day following
     the receipt by the Borrower or any of the Restricted Subsidiaries of any
     Casualty Proceeds in excess of $2,000,000 (individually or in the
     aggregate in any Fiscal Year), make or cause to be made a mandatory
     prepayment of the Term Loans (and, if agreed by the applicable Foreign
     Borrower and the Lenders that agreed to provide the Foreign Term Loan
     Commitments of any Tranche, the Foreign Term Loans of such Tranche) in an
     amount equal to 100% of such Casualty Proceeds, to be applied as set forth
     in Section 3.1.2; provided that no mandatory prepayment on account of
     Casualty Proceeds shall be required under this clause if the Borrower
     informs the Administrative Agent no later than 60 days following the
     occurrence of the Casualty Event resulting in such Casualty Proceeds of
     its or the Restricted Subsidiary's good faith intention to apply such
     Casualty Proceeds to the rebuilding or replacement of the damaged,
     destroyed or condemned assets or property subject to such Casualty Event
     or the acquisition of other assets or property consistent with the
     Holdings Business (including by way of merger or Investment) and in fact
     uses such Casualty Proceeds to rebuild or replace the damaged, destroyed
     or condemned assets or property subject to such Casualty Event or to
     acquire such other property or assets within 365 days following the
     receipt of such Casualty Proceeds, with the amount of such Casualty
     Proceeds unused after such 365 day period being applied to the Term Loans
     (and, if so agreed, the Foreign Term Loans of any Tranche) as set forth in
     Section 3.1.2; provided further, that at any time when any Event of
     Default shall have occurred and be continuing or Casualty Proceeds not
     applied as provided above shall exceed $2,000,000, such Casualty Proceeds
     will be deposited in an account maintained with the Administrative Agent
     for disbursement at the request of the Borrower to pay for such
     rebuilding, replacement or acquisition.

          (f) On each date when (i) any reduction in the Revolving Loan
     Commitment Amount shall become effective, the Borrower shall make a
     mandatory prepayment of Revolving Loans and (if necessary) Swing Line
     Loans and (if necessary) deposit with the Administrative Agent cash
     collateral for Letter of Credit Outstandings in an aggregate amount equal
     to the excess, if any, of the sum of (x) the aggregate outstanding
     principal amount of all Revolving Loans and Swing Line Loans and (y) the
     aggregate amount of all Letter of Credit Outstandings over the Revolving
     Loan Commitment Amount as so reduced and (ii) any reduction in the Foreign
     Revolving Loan Commitment Amount of any Tranche shall become effective,
     the applicable Foreign Borrower shall make a mandatory prepayment of
     Foreign Revolving Loans of such Tranche in an aggregate amount equal to
     the excess, if any, of the aggregate outstanding principal amount of all
     Foreign Revolving Loans of such Tranche over the Foreign Revolving Loan
     Commitment Amount of such Tranche as so reduced;

          (g) The Borrower shall, on the Stated Maturity Date and on each
     Quarterly Payment Date occurring during any period set forth below, make a
     scheduled repayment of the outstanding principal amount, if any, of
     Initial Term Loans in an aggregate amount equal to the amount set forth
     below opposite such Stated Maturity Date or period, as applicable (as such
     amounts may have otherwise been reduced pursuant to this Agreement):


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<PAGE>

                                                                   Scheduled
                                                                   Principal
                                    Period                         Repayment
                                    ------                       -------------
                    June 15, 2004 to and including                 $1,362,500
                    April 10, 2011
                    The Stated Maturity Date                     $506,850,000

          (h) Following the prepayment in full of the Term Loans (and, if
     agreed by the applicable Foreign Borrower and the Lenders that agreed to
     provide the Foreign Term Loan Commitments of any Tranche, the Foreign Term
     Loans of such Tranche), on the date the Term Loans (and any such Foreign
     Term Loans) would otherwise have been required to be prepaid on account of
     any Net Disposition Proceeds, Net Debt Proceeds, Excess Cash Flow, Net
     Equity Proceeds or Casualty Proceeds, the Borrower shall first, prepay
     Revolving Loans and Swing Line Loans, and, second, deposit with the
     Administrative Agent cash collateral for Letter of Credit Outstandings, in
     an aggregate amount equal to the amount by which the Term Loans (and any
     such Foreign Term Loans) would otherwise have been required to be prepaid
     if Term Loans (or any such Foreign Term Loans) had been outstanding.

          (i) The Borrower shall, immediately upon any acceleration of the
     Stated Maturity Date of any Loans or Obligations pursuant to Section 8.2
     or Section 8.3, repay all outstanding Loans and other Obligations, unless,
     pursuant to Section 8.3, only a portion of all Loans and other Obligations
     are so accelerated (in which case the portion so accelerated shall be so
     prepaid).

     Each prepayment of any Loans made pursuant to this Section shall be
without premium or penalty, except as may be required by Section 4.4. No
prepayment of principal of any Revolving Loans or Swing Line Loans pursuant to
clause (a) or (h) of this Section 3.1.1 shall cause a reduction in the
Revolving Loan Commitment Amount or the Swing Line Loan Commitment Amount, as
the case may be.

     SECTION 3.1.2 Application. (a) Subject to clause (b) below, each
prepayment or repayment of principal of the Loans of any Tranche shall be
applied, to the extent of such prepayment or repayment, first, to the principal
amount thereof being maintained as Base Rate Loans, and second, to the
principal amount thereof being maintained as LIBO Rate Loans.

          (b) Each prepayment of Term Loans (and, if agreed by the applicable
     Foreign Borrower and the Lenders that agreed to provide the Foreign Term
     Loan Commitments of any Tranche, the Foreign Term Loans of such Tranche)
     made pursuant to clauses (a), (b), (c), (d) and (e) of Section 3.1.1 shall
     be applied in direct order of maturity of the remaining scheduled
     quarterly amortization payments in respect thereof (pro rata to each
     Tranche of Term Loans if there is more than one entitled to such
     prepayment), until all such Term Loans have been paid in full (provided
     that for purposes of the voluntary prepayment of the Existing Term Loans
     to be made with the proceeds of the Initial Term Loans on the Effective
     Date, the principal amount of all Converted Term Loans shall be considered
     paid in full).


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<PAGE>


     SECTION 3.2 Interest Provisions. Interest on the outstanding principal
amount of the Loans shall accrue and be payable in accordance with this Section
3.2.

     SECTION 3.2.1 Rates. (a) Each Base Rate Loan shall accrue interest on the
unpaid principal amount thereof for each day from and including the day upon
which such Loan was made or converted to a Base Rate Loan to but excluding the
date such Loan is repaid or converted to a LIBO Rate Loan at a rate per annum
equal to the sum of the Alternate Base Rate for such day plus the Applicable
Margin for such Loan on such day.

          (b) Each LIBO Rate Loan shall accrue interest on the unpaid principal
     amount thereof for each day during each Interest Period applicable thereto
     at a rate per annum equal to the sum of the LIBO Rate (Reserve Adjusted)
     for such Interest Period plus the Applicable Margin for such Loan on such
     day. All LIBO Rate Loans shall bear interest from and including the first
     day of the applicable Interest Period to (but not including) the last day
     of such Interest Period at the interest rate determined as applicable to
     such LIBO Rate Loan.

          (c) Each Foreign Loan of any Tranche denominated in a Foreign
     Currency shall accrue interest on the unpaid principal amount thereof for
     each day from and including the day upon which such Foreign Loan was made
     to but excluding the date such Foreign Loan is repaid at a rate per annum
     agreed by the applicable Foreign Borrower and the Lenders that agreed to
     provide the Foreign Loan Commitments of such Tranche plus, if applicable,
     the Applicable Margin for such Foreign Loan.

     SECTION 3.2.2 Post-Maturity Rates. After the date any principal amount of
any Loan shall have become due and payable (whether on the applicable Stated
Maturity Date, upon acceleration or otherwise), or any other monetary
Obligation (other than overdue Reimbursement Obligations which shall bear
interest as provided in Section 2.6.2) of the Borrower shall have become due
and payable, the Borrower shall pay, but only to the extent permitted by law,
interest (after as well as before judgment) on such amounts at a rate per annum
equal to (a) in the case of any overdue principal of Loans denominated in
Dollars, overdue interest thereon, overdue commitment fees or other overdue
amounts in respect of Loans denominated in Dollars or other obligations (or the
related Commitments) under a particular Tranche, the rate that would otherwise
be applicable to Base Rate Loans under such Tranche pursuant to Section 3.2.1
plus 2%, (b) in the case of any overdue principal of Foreign Loans of any
Tranche denominated in a Foreign Currency, overdue interest thereon, overdue
commitment fees or other amounts in respect of Foreign Loans of such Tranche
denominated in a Foreign Currency or other obligations (or the related
Commitment) under such Tranche, the rate that would otherwise be applicable to
such Foreign Loans of such Tranche denominated in such Foreign Currency
pursuant to Section 3.2.1 plus 2% and (c) in the case of other overdue monetary
Obligations, the rate that would otherwise be applicable to Revolving Loans
that were Base Rate Loans plus 2%.

     SECTION 3.2.3 Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

          (a) on the Stated Maturity Date therefor;


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<PAGE>


          (b) in the case of a LIBO Rate Loan, on the date of any payment or
     prepayment, in whole or in part, of principal outstanding on such Loan, to
     the extent of the unpaid interest accrued through such date on the
     principal so paid or prepaid;

          (c) with respect to Base Rate Loans, on each Quarterly Payment Date
     occurring after the date of the initial Borrowing hereunder;

          (d) with respect to LIBO Rate Loans, on the last day of each
     applicable Interest Period (and, if such Interest Period shall exceed
     three months, at intervals of three months after the first day of such
     Interest Period);

          (e) with respect to Foreign Loans of any Tranche denominated in a
     Foreign Currency, on the dates agreed by the applicable Foreign Borrower
     and the Lenders that agreed to provide the Foreign Loan Commitments of
     such Tranche; and

          (f) on that portion of any Loans the Stated Maturity Date of which is
     accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such
     acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

     SECTION 3.3 Fees. The Borrower agrees to pay the fees set forth in this
Section 3.3. All such fees shall be non-refundable.

     SECTION 3.3.1 Commitment Fee. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender that has a Revolving Loan
Commitment hereunder, for each day during the period (including any portion
thereof when any of the Lenders' Revolving Loan Commitments are suspended by
reason of the Borrower's inability to satisfy any condition of Article V)
commencing on the Effective Date and continuing to but excluding the Revolving
Loan Commitment Termination Date, a commitment fee on such Lender's Percentage
of the unused portion, whether or not then available, of the Revolving Loan
Commitment Amount (net of Letter of Credit Outstandings) for such date at a
rate per annum equal to the Applicable Commitment Fee for such day. Such
commitment fee shall be payable by the Borrower in arrears on each Quarterly
Payment Date, commencing with the first such day following the Effective Date,
and on the Revolving Loan Commitment Termination Date. The making of Swing Line
Loans shall not constitute usage of the Revolving Loan Commitment with respect
to the calculation of commitment fees to be paid by the Borrower to the Lenders
under this clause (a). Payments by the Borrower to the Swing Line Lender in
respect of accrued interest on Swing Line Loans shall be net of the commitment
fee payable under this clause (a) in respect of the Swing Line Lender's
Revolving Loan Commitment.

          (b) Each Foreign Borrower with respect to any Tranche of Foreign
     Revolving Loans agrees to pay to the Administrative Agent for the account
     of each Lender that has a Foreign Revolving Loan Commitment of such
     Tranche, for each day during the period (including any portion thereof
     when such Lenders' Foreign Revolving Loan Commitments are suspended by
     reason of the Borrower's inability to satisfy any


                                      59
<PAGE>


     condition of Article V) commencing on the date upon which such Foreign
     Revolving Loan Commitments become effective pursuant to Section 2.2.3 and
     continuing to but excluding the Foreign Revolving Loan Commitment
     Termination Date with respect to such Tranche, a commitment fee on such
     Lender's Percentage of the unused portion, whether or not then available,
     of the Foreign Revolving Loan Commitment Amount with respect to such
     Tranche for such date at the rate per annum, and at the times, agreed by
     such Foreign Borrower and the Lenders that agreed to provide such Foreign
     Revolving Loan Commitments.

     SECTION 3.3.2 Administrative Agent Fee. The Borrower agrees to pay a
semi-annual administration fee to the Administrative Agent, for its own
account, in the amount set forth in the Agents' Fee Letter, payable in advance
on the Effective Date and semi-annually thereafter.

     SECTION 3.3.3 Letter of Credit Fee. The Borrower agrees to pay to the
Administrative Agent, for the pro rata account of the applicable Issuer and
each other Lender that has a Revolving Loan Commitment hereunder, a letter of
credit fee for each day on which there shall be any Letters of Credit
outstanding in an amount equal to (i) with respect to each standby Letter of
Credit, a rate per annum equal to the then Applicable Margin for Revolving
Loans maintained as LIBO Rate Loans, multiplied by the Stated Amount of each
such Letter of Credit; and (ii) with respect to each documentary Letter of
Credit, 1.25% per annum multiplied by the Stated Amount of each such Letter of
Credit, such fees being payable quarterly in arrears on each Quarterly Payment
Date. The Borrower further agrees to pay to the applicable Issuer quarterly in
arrears on each Quarterly Payment Date, an issuance fee at the rates agreed
between the Borrower and such Issuer.

                                  ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

     SECTION 4.1 LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, in the absence of manifest error, upon notice
thereof to the Borrower and the Lenders, be conclusive and binding on the
Borrower) that the introduction of or any change in or in the interpretation of
any law, in each case after the date upon which such Lender shall have become a
Lender hereunder, makes it unlawful, or any central bank or other governmental
authority asserts, after such date, that it is unlawful, for such Lender to
make, continue or maintain any Loan as, or to convert any Loan into, a LIBO
Rate Loan, the obligations of such Lender to make, continue, maintain or
convert any Loans as or to LIBO Rate Loans shall, upon such determination,
forthwith be suspended until such Lender shall notify the Administrative Agent
that the circumstances causing such suspension no longer exist (with the date
of such notice being the "Reinstatement Date"), and (i) all LIBO Rate Loans
previously made by such Lender shall automatically convert into Base Rate Loans
at the end of the then current Interest Periods with respect thereto or sooner,
if required by such law or assertion and (ii) all Loans thereafter made by such
Lender and outstanding prior to the Reinstatement Date shall be made as Base
Rate Loans, with interest thereon being payable on the same date that interest
is payable with respect to the corresponding Borrowing of LIBO Rate Loans made
by Lenders not so affected.


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<PAGE>


     SECTION 4.2 Deposits Unavailable. If the Administrative Agent shall have
determined that (i) Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to the Administrative Agent in its relevant
market, or (ii) by reason of circumstances affecting the Administrative Agent's
relevant market, adequate means do not exist for ascertaining the interest rate
applicable hereunder to LIBO Rate Loans, then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the obligations of all
Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as, or
to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until
the Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

     SECTION 4.3 Increased LIBO Rate Loan Costs, etc. The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans (excluding any amounts, whether or not constituting
Taxes, referred to in Section 4.6) arising as a result of any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority that occurs after the date upon which such
Lender became a Lender hereunder. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the
Borrower directly to such Lender within five days of its receipt of such
notice, and such notice shall, in the absence of manifest error, be conclusive
and binding on the Borrower.

     SECTION 4.4 Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan,
but excluding any loss of margin after the date of any such conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of
(i) any conversion or repayment or prepayment of the principal amount of any
LIBO Rate Loans on a date other than the scheduled last day of the Interest
Period applicable thereto, whether pursuant to Section 3.1 or otherwise, (ii)
any Loans not being borrowed as LIBO Rate Loans in accordance with the
Borrowing Request therefor, or (iii) any Loans not being continued as, or
converted into, LIBO Rate Loans in accordance with the Continuation/ Conversion
Notice therefor, then, upon the written notice of such Lender to the Borrower
(with a copy to the Administrative Agent), the Borrower shall, within five days
of its receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

     SECTION 4.5 Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive,


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<PAGE>


guideline, decision or request (whether or not having the force of law) of any
court, central bank, regulator or other governmental authority, in each case
occurring after the applicable Lender becomes a Lender hereunder, affects or
would affect the amount of capital required or expected to be maintained by any
Lender or any Person controlling such Lender, and such Lender determines (in
its sole and absolute discretion) that the rate of return on its or such
controlling Person's capital as a consequence of its Commitments, participation
in Letters of Credit or the Loans made by such Lender is reduced to a level
below that which such Lender or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case upon notice
from time to time by such Lender to the Borrower, the Borrower shall, within
five days of its receipt thereof, pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling Person for
such reduction in rate of return. A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower. In determining such amount, such Lender may use any method of
averaging and attribution that it (in its sole and absolute discretion) shall
deem applicable; provided that such Lender may not impose materially greater
costs on the Borrower than on other similarly situated borrowers by virtue of
any such averaging or attribution method.

     SECTION 4.6 Taxes. (a) All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder or under any
other Loan Document (including Reimbursement Obligations, fees and expenses)
shall be made free and clear of and without deduction for any present or future
income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing
authority from or through which payments originate or are made or deemed made
by or to the Borrower, but excluding (i) any income, excise, stamp or franchise
taxes and other similar taxes, fees, duties, withholdings or other charges
imposed on any Lender or the Administrative Agent by a jurisdiction under the
laws of which such Lender or the Administrative Agent is organized or in which
its principal executive office is located, or otherwise as a result of a
present or former connection between the applicable lending office (or office
through which it performs any of its actions as Lender or the Administrative
Agent) of such Lender or the Administrative Agent and the jurisdiction of the
governmental authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely
from the Administrative Agent or such Lender having executed, delivered or
performed its obligations or received a payment under, or taken any action to
enforce, this Agreement or any Note) or (ii) any income, excise, stamp or
franchise taxes and other similar taxes, fees, duties, withholdings or other
charges to the extent that they are in effect and would apply as of the date
any Person becomes a Lender or Assignee Lender hereunder, or as of the date
that any Lender changes its applicable lending office, to the extent such taxes
become applicable as a result of such change (other than a change in an
applicable lending office made pursuant to Section 4.10 below) (such
non-excluded items being called "Taxes"). In the event that any withholding or
deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Borrower will (i) pay directly to the relevant taxing authority the full
amount required to be so withheld or deducted, (ii) promptly forward to the
Administrative Agent an official receipt or other documentation available to
the Borrower reasonably satisfactory to the Administrative Agent evidencing
such payment to such authority, and (iii) pay to the Administrative Agent for
the account of the Lenders such additional amount or amounts as is necessary to
ensure that the


                                      62
<PAGE>


net amount actually received by each Lender will equal the full amount such
Lender would have received had no such withholding or deduction been required;
provided that the Borrower shall not be required to pay any such additional
amounts in respect of amounts payable to any Lender that is not organized under
the laws of the United States or a state thereof to the extent that the related
tax is imposed (or an exemption therefrom is not available) as a result of such
Lender or the Administrative Agent failing to comply with the requirements of
clause (b) of Section 4.6.

     Moreover, if any Taxes are directly asserted against the Administrative
Agent or any Lender with respect to any payment received by the Administrative
Agent or such Lender hereunder, the Administrative Agent or such Lender may pay
such Taxes and the Borrower will promptly pay to such Person such additional
amount (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Person (including any Taxes on such
additional amount) shall equal the amount of such Taxes paid by such Person;
provided that the Borrower shall not be obligated to make payment to the
Lenders or the Administrative Agent (as the case may be) pursuant to this
sentence in respect of penalties or interest attributable to any Taxes, if
written demand therefor has not been made by such Lenders or the Administrative
Agent within 60 days from the date on which such Lenders or the Administrative
Agent knew of the imposition of Taxes by the relevant taxing authority or for
any additional imposition which may arise from the failure of the Lenders or
the Administrative Agent to apply payments in accordance with the tax law after
the Borrower has made the payments required hereunder; provided further, that
the Borrower shall not be required to pay any such additional amounts in
respect of any amounts payable to any Lender or the Administrative Agent (as
the case may be) that is not organized under the laws of the United States or a
state thereof to the extent the related Tax is imposed as a result of such
Lender failing to comply with the requirements of clause (b) of Section 4.6.
After the Lenders or the Administrative Agent (as the case may be) learn of the
imposition of Taxes, such Lenders and the Administrative Agent will act in good
faith to notify the Borrower of its obligations hereunder as soon as reasonably
possible.

     If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure.

     (b) Each Non-U.S. Lender shall, (i) on or prior to the Effective Date, in
the case of each Lender listed on the signature pages hereof, or, in the case
of an Assignee Lender, on or prior to the date it becomes a Lender, execute and
deliver to the Borrower and the Administrative Agent, two or more (as the
Borrower or the Administrative Agent may reasonably request) United States
Internal Revenue Service Forms W-8ECI or Forms W-8BEN (or successor forms)
establishing the Lender's exemption from United States federal withholding tax,
or, solely if such Lender is claiming exemption from United States withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of
"portfolio interest", United States Internal Revenue Service Forms W-8BEN and a
certificate signed by a duly authorized officer of such Lender representing
that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code, or such other forms or documents (or successor forms or documents),
appropriately completed, establishing that payments to such Lender are exempt
from withholding or deduction of United


                                      63
<PAGE>


States federal withholding taxes; and (ii) to the extent permitted under
applicable law, deliver to the Borrower and the Administrative Agent two
further copies of any such form or document on or before the date that any such
form or document expires or becomes obsolete and after the occurrence of any
event requiring a change in the most recent such form or document previously
delivered by it to the Borrower. Each Lender and the Administrative Agent
agree, to the extent reasonable and without material cost to it, to provide to
the Borrower and the Administrative Agent such other applicable forms or
certificates as would reduce or eliminate any Tax otherwise applicable.

     (c) If the Borrower determines in good faith that a reasonable basis
exists for contesting the imposition of a Tax with respect to a Lender or the
Administrative Agent, the relevant Lender or the Administrative Agent, as the
case may be, shall cooperate with the Borrower in challenging such Tax at the
Borrower's expense if requested by the Borrower; provided that nothing in this
Section 4.6 shall require any Lender or the Administrative Agent to submit to
the Borrower or any Person any tax returns or any part thereof, or to prepare
or file any tax returns other than as such Lender or the Administrative Agent
in its sole discretion shall determine.

     (d) If a Lender or the Administrative Agent shall receive a refund
(including any offset or credits from a taxing authority (as a result of any
error in the imposition of Taxes by such taxing authority)) of any Taxes paid
by the Borrower pursuant to clause (a) of this Section 4.6, such Lender or the
Administrative Agent (as the case may be) shall promptly pay the Borrower the
amount so received, with interest from the taxing authority with respect to
such refund, net of any tax liability incurred by such Lender or the
Administrative Agent that is attributable to the receipt of such refund and
such interest.

     (e) Each Lender and the Administrative Agent agrees, to the extent
reasonable and without material cost to it, to cooperate with the Borrower to
minimize any amounts payable by the Borrower under this Section 4.6; provided
that nothing in this Section 4.6 shall require any Lender or the Administrate
Agent to take any action which, in the sole discretion of such Lender or the
Administrative Agent, is inconsistent with its internal policy and legal and
regulatory restrictions.

     (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender or the Administrative Agent pursuant to clause (a) of
this Section 4.6 as a result of a change of law occurring after the Effective
Date, then such Lender or the Administrative Agent, at the request of the
Borrower, will change the jurisdiction of its applicable lending office (or
office through which it performs any of its actions as Administrative Agent) if
such change (i) would eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not, in the good faith determination of such
Lender or the Administrative Agent, otherwise disadvantageous to such Lender or
the Administrative Agent.

SECTION 4.7 Payments, Computations, etc. Unless otherwise expressly provided,
all payments by or on behalf of the Borrower pursuant to this Agreement or any
other Loan Document shall be made by the Borrower to the Administrative Agent
for the pro rata account of the Lenders or Administrative Agent, as applicable,
entitled to receive such payment. All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or counterclaim,
not later than 1:00 p.m., New York time (or, in the case of any


                                      64
<page>


payment to be made in a Foreign Currency, at such time as the Borrower and the
Administrative Agent shall agree), on the date due, in same day or immediately
available funds, to such account as the Administrative Agent shall specify from
time to time by notice to the Borrower. Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding
Business Day. The Administrative Agent shall promptly remit in same day funds
to each Lender, Agent or Lead Arranger, as the case may be, its share, if any,
of such payments received by the Administrative Agent for the account of such
Lender, Agent or Lead Arranger, as the case may be. All interest and fees shall
be computed on the basis of the actual number of days (including the first day
but excluding the last day) occurring during the period for which such interest
or fee is payable over a year comprised of 360 days (or, (i) in the case of
interest on a Base Rate Loan, 365 days or, if appropriate, 366 days or (ii) in
the case of interest on a Foreign Loan of any Tranche denominated in a Foreign
Currency, on such basis as is agreed by the applicable Foreign Borrower and the
Lenders that agreed to provide the Foreign Loan Commitments of such Tranche).
Whenever any payment to be made shall otherwise be due on a day which is not a
Business Day, such payment shall (except as otherwise required by clause (i) of
the definition of the term "Interest Period") be made on the next succeeding
Business Day and such extension of time shall be included in computing interest
and fees, if any, in connection with such payment.

     SECTION 4.8 Sharing of Payments. If any Lender shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan or Reimbursement Obligation (other than
pursuant to the terms of Sections 4.3, 4.4 and 4.5) in excess of its pro rata
share of payments then or therewith obtained by all Lenders entitled thereto,
such Lender shall purchase from the other Lenders such participation in the
Credit Extensions made by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
provided that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender's
ratable share (according to the proportion of (i) the amount of such selling
Lender's required repayment to the purchasing Lender in respect of such
recovery, to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of
such participation. If under any applicable bankruptcy, insolvency or other
similar law, any Lender receives a secured claim in lieu of a setoff to which
this Section applies, such Lender shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the
rights of the Lenders entitled under this Section to share in the benefits of
any recovery on such secured claim.

     SECTION 4.9 Setoff. Each Lender shall, upon the occurrence of any Event of
Default described in clauses (b) through (d) of Section 8.1.9 with respect to
any Obligor (other than a Subsidiary that is not a Material Subsidiary) or,
with the consent of the Required Lenders, upon the occurrence of any other
Event of Default, to the fullest extent permitted by law, have the


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right to appropriate and apply to the payment of the Obligations then due to
it, and (as security for such Obligations) the Borrower hereby grants to each
Lender a continuing security interest in, any and all balances, credits,
deposits, accounts or moneys of the Borrower then or thereafter maintained with
or otherwise held by such Lender; provided that any such appropriation and
application shall be subject to the provisions of Section 4.8. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such setoff and application made by such Lender; provided that the failure to
give such notice shall not affect the validity of such setoff and application.
The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff under applicable law or
otherwise) which such Lender may have.

     SECTION 4.10 Mitigation. Each Lender agrees that if it makes any demand
for payment under Sections 4.3, 4.4, 4.5, or 4.6, or if any adoption or change
of the type described in Section 4.1 shall occur with respect to it, it will
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be
disadvantageous to it, as determined in its sole discretion) to designate a
different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under Section 4.3, 4.4, 4.5,
or 4.6, or would eliminate or reduce the effect of any adoption or change
described in Section 4.1.

     SECTION 4.11 Replacement of Lenders; Defaulting Lenders. (a) Each Lender
hereby severally agrees as set forth in this Section. If any Lender (a "Subject
Lender") (i) makes demand upon the Borrower for (or if the Borrower is
otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, (ii)
gives notice pursuant to Section 4.1 requiring a conversion of such Subject
Lender's LIBO Rate Loans to Base Rate Loans or any change in the basis upon
which interest is to accrue in respect of such Subject Lender's LIBO Rate Loans
or suspending such Lender's obligation to make Loans as, or to convert Loans
into, LIBO Rate Loans, (iii) becomes a Non-Consenting Lender or (iv) becomes a
Non-Funding Lender or a Defaulting Lender, the Borrower may, within 180 days of
receipt by the Borrower of such demand or notice (or the occurrence of such
other event causing the Borrower to be required to pay such compensation) or
within 180 days of such Lender becoming a Non-Consenting Lender, a Non-Funding
Lender or a Defaulting Lender, as the case may be, give notice (a "Replacement
Notice") in writing to the Administrative Agent and such Subject Lender of its
intention to replace such Subject Lender with a financial institution (a
"Replacement Lender") designated in such Replacement Notice. If the
Administrative Agent shall, in the exercise of their reasonable discretion and
within 30 days of its receipt of such Replacement Notice, notify the Borrower
and such Subject Lender in writing that the designated financial institution is
satisfactory to the Administrative Agent (such consent not being required where
the Replacement Lender is already a Lender), then such Subject Lender shall,
subject to the payment of any amounts due pursuant to Section 4.4, assign, in
accordance with Section 10.11, all of its Commitments, Loans and other rights
and obligations under this Agreement and all other Loan Documents (including,
without limitation, Reimbursement Obligations) to such designated financial
institution; provided that (i) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions reasonably
satisfactory to such Subject Lender and such designated financial institution
and (ii) the purchase price paid by such designated financial institution shall
be in the amount of such Subject Lender's Loans and its Percentage in respect
of any Revolving Loan Commitment under which there are outstanding
Reimbursement Obligations of such


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Reimbursement Obligation, together with all accrued and unpaid interest and
fees in respect thereof, plus all other amounts (including the amounts demanded
and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Subject Lender
hereunder. Upon the effective date of an assignment described above, the
designated financial institution or Replacement Lender shall become a "Lender"
for all purposes under this Agreement and the other Loan Documents.

          (b) The parties hereto agree that upon the occurrence of any Lender
     becoming a Defaulting Lender, all amounts received by the Administrative
     Agent in respect of principal, interest and fees otherwise owing to such
     Defaulting Lender shall instead be applied (pro rata) to the reimbursement
     of any amounts owing by the Defaulting Lender to the Swing Line Lender and
     the Issuers due to the failure of such Defaulting Lender to satisfy any
     obligation, under Section 2.6.1, to reimburse drawings under any Letter of
     Credit or, under clause (b) of Section 2.3.2, to make any Swing Line
     Refunding Loan; provided that notwithstanding any such diversion of any
     such funds, as between the Borrower and such Defaulting Lender, such funds
     shall be deemed to have been applied in payment of the principal, interest
     and fees to which they would otherwise have been applied in the absence of
     such diversion.

                                   ARTICLE V

                        CONDITIONS TO CREDIT EXTENSIONS

     SECTION 5.1 Initial Credit Extension. The obligations of the Lenders and,
if applicable, the Issuer(s) to fund the initial Credit Extension shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

     SECTION 5.1.1 Resolutions, etc. The Administrative Agent shall have
received from each Obligor a certificate, dated the Effective Date, of its
Secretary or Assistant Secretary as to (i) resolutions of its Board of
Directors then in full force and effect authorizing the execution, delivery and
performance of each Loan Document to be executed by it, and (ii) the incumbency
and signatures of those of its officers authorized to act with respect to each
Loan Document executed by it, upon which certificate the Administrative Agent
and each Lender may conclusively rely until it shall have received a further
certificate of the Secretary or Assistant Secretary of such Obligor canceling
or amending such prior certificate.

     SECTION 5.1.2 Other Transaction Documents. The Administrative Agent shall
have received (with copies for each Lender that shall have expressly requested
copies thereof) copies of fully executed versions of all Other Transaction
Documents executed and delivered on or prior to the Effective Date, certified
to be true and complete copies thereof by an Authorized Officer of the
Borrower.

     SECTION 5.1.3 Effective Date Certificate. The Administrative Agent shall
have received, with counterparts for each Lender, the Effective Date
Certificate, substantially in the form of Exhibit D hereto, dated the Effective
Date and duly executed and delivered by an Authorized Officer that is the
president, the chief executive officer or the chief financial officer of the
Borrower, in which certificate the Borrower shall agree and acknowledge that
the statements made therein shall be deemed to be true and correct
representations and warranties of


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the Borrower made as of such date under this Agreement, and, at the time such
certificate is delivered, such statements shall in fact be true and correct.

     SECTION 5.1.4 Delivery of Notes. The Administrative Agent shall have
received for the account of each Lender that has submitted, at least two
Business Days prior to the Effective Date, a written request pursuant to clause
(b)(ii) of Section 2.7, a Note of the applicable Tranche duly executed and
delivered by the Borrower.

     SECTION 5.1.5 Subsidiary Guaranty. The Administrative Agent shall have
received the Subsidiary Guaranty, dated the Effective Date, duly executed and
delivered by an Authorized Officer of each U.S. Subsidiary of the Borrower that
is a Restricted Subsidiary and that is in existence on the Effective Date.

     SECTION 5.1.6 Pledge and Security Agreements, etc. The Administrative
Agent shall have received executed counterparts of

          (a) the Holdings Guaranty and Pledge Agreement, dated as of the
     Effective Date, duly executed by an Authorized Officer of Holdings,
     together with the certificates evidencing all of the issued and
     outstanding shares of Capital Stock of the Borrower that constitute
     certificated securities and that are pledged pursuant to the Holdings
     Guaranty and Pledge Agreement, which certificates shall in each case be
     accompanied by undated powers of transfer duly executed in blank; and

          (b) each Pledge and Security Agreement, dated as of the Effective
     Date, duly executed and delivered by an Authorized Officer of the Borrower
     and each Restricted Subsidiary that is a U.S. Subsidiary, as applicable,
     together with:

               (i) the certificates evidencing all of the issued and
          outstanding shares of Capital Stock that constitute certificated
          securities and that are pledged pursuant to the applicable Pledge and
          Security Agreement, which certificates shall in each case be
          accompanied by undated powers of transfer duly executed in blank, or,
          if any such shares of Capital Stock pledged pursuant to such Pledge
          and Security Agreement are uncertificated securities or are held
          through a securities intermediary, the Administrative Agent shall
          have obtained "control" (as defined in the UCC) over such shares of
          Capital Stock and such other instruments and documents as the
          Administrative Agent shall deem necessary or in the reasonable
          opinion of the Administrative Agent desirable under applicable law to
          perfect the security interest of the Administrative Agent in such
          shares of Capital Stock; provided, however, that notwithstanding the
          foregoing, no Foreign Subsidiary shall be required to execute the
          Subsidiary Pledge and Security Agreement, nor will the Borrower or
          any Restricted Subsidiary be required to deliver in pledge pursuant
          to the applicable Pledge and Security Agreement in excess of 65% of
          the total combined voting power of all classes of Capital Stock of a
          Foreign Subsidiary entitled to vote;


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<PAGE>


               (ii) all promissory notes evidencing intercompany Indebtedness
          payable to the Borrower or any Subsidiary Guarantor duly endorsed to
          the order of the Administrative Agent;

               (iii) assignments to the Administrative Agent of all existing
          UCC financing statements naming such Obligor as the debtor and the
          Existing Administrative Agent as the secured party;

               (iv) copies of proper UCC termination statements (Form UCC-3),
          if any, necessary to release all Liens and other rights of any Person
          (other than Liens permitted under Section 7.2.3)

                    (A) in any collateral described in the applicable Pledge
               and Security Agreement previously granted by any Person, and

                    (B) securing any of the Indebtedness to be repaid in
               connection with the Transaction on or prior to the Effective
               Date,

          together with such other UCC termination statements (Form UCC-3) as
          the Administrative Agent may reasonably request from such Obligor;
          and,

               (v) certified copies of UCC Requests for Information or Copies
          (Form UCC-11), or a similar search report certified by a party
          acceptable to the Administrative Agent, dated a date reasonably near
          to the Effective Date, listing all effective financing statements
          which name such Obligor as the debtor and which are filed in the
          jurisdictions acceptable to the Administrative Agent, together with
          copies of such financing statements.

     SECTION 5.1.7 UCC Filing Service. All UCC financing statements (Form
UCC-1), assignments (Form UCC-3), termination statements (Form UCC-3) or other
similar financing statements required pursuant to the Loan Documents
(collectively, the "Filing Statements") shall have been made available on the
Effective Date to CT Corporation System or another similar filing service
company reasonably acceptable to the Administrative Agent (the "Filing Agent").
The Filing Agent shall have acknowledged in writing reasonably satisfactory to
the Administrative Agent and its counsel (i) the Filing Agent's receipt of all
such Filing Statements, (ii) that such Filing Statements have either been
submitted for filing in the appropriate filing offices therefor or will be
submitted for filing in such appropriate offices within ten days of the
Effective Date and (iii) that the Filing Agent will notify the Administrative
Agent and its counsel of the result of such submissions within 30 days of the
Effective Date.

SECTION 5.1.8 Financial Information, Compliance Certificate etc. The
Administrative Agent shall have received (a) a pro forma combined balance sheet
of the Borrower and its Subsidiaries as of December 27, 2003, and pro forma
combined statements of operations of the Borrower and its Subsidiaries for the
twelve month and three month periods ended on December 27, 2003 giving effect
to the Transaction and the acquisition by the Borrower of Star Pipe Fittings
(the "Star Pipe Acquisition") as if, in the case of such balance sheet, the
Transaction and the Star Pipe Acquisition had occurred on


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December 27, 2003 and, in the case of such statements of operations, the
Transaction and the Star Pipe Acquisition had occurred on October 1, 2002 (the
"Pro Forma Financial Statements") (it being understood that the condition set
forth in this clause (a) may be satisfied by the Borrower's delivery of a copy
of the Offering Circular with respect to the Senior Lien Note Issuance and the
Subordinated Note Issuance containing such Pro Forma Financial Statements) and
(b) an initial Compliance Certificate on a pro forma basis as if, in the case
of balance sheet items, the Transaction and the Star Pipe Acquisition had been
consummated on December 27, 2003 and, in the case of statement of operations
items, the Transaction and the Star Pipe Acquisition had been consummated on
October 1, 2002, in each case, certified by an Authorized Officer that is the
treasurer, controller or chief financial or accounting officer of the Borrower,
as giving effect to the consummation of the Transaction and the Star Pipe
Acquisition on such basis and reflecting the proposed legal and capital
structure of the Borrower, which legal and capital structure shall be as
disclosed to the Lenders prior to the Effective Date or otherwise reasonably
satisfactory in all respects to the Administrative Agent.

     SECTION 5.1.9 Solvency, etc. The Administrative Agent shall have received
a solvency certificate from an Authorized Officer that is the treasurer,
controller or chief financial or accounting officer of the Borrower, dated the
Effective Date in form and substance reasonably satisfactory to the
Administrative Agent.

     SECTION 5.1.10 Consummation of Transaction. The Administrative Agent shall
have received evidence satisfactory to it that all actions necessary to
consummate the Transaction (other than the Holdings Note Issuance and the
payment of Holdings Transaction Restricted Payments with the net cash proceeds
thereof) shall have been taken in accordance with all applicable law and in
accordance with the terms of each applicable Other Transaction Document,
without amendment or waiver of any material provision thereof.

     SECTION 5.1.11 Intercreditor Agreement. The Administrative Agent shall
have received counterparts of an Intercreditor Agreement duly executed and
delivered by itself, the trustee under the Second Lien Notes and the Obligors
party thereto.

     SECTION 5.1.12 Opinions of Counsel. The Administrative Agent shall have
received opinions, dated the Effective Date and addressed to the Administrative
Agent and all Lenders from Davis, Polk and Wardwell, special New York counsel
to each of the Obligors, in substantially the form of Exhibit I.

     SECTION 5.1.13 Insurance. The Administrative Agent shall have received
satisfactory evidence of the existence of insurance in compliance with Section
7.1.4 (including all endorsements included therein), and the Administrative
Agent shall be named additional insured or loss payee, on behalf of the
Lenders, pursuant to documentation reasonably satisfactory to the
Administrative Agent.

     SECTION 5.1.14 Closing Fees, Expenses, etc. The Administrative Agent shall
have received, for its own respective account, or for the account of each
Lender, as the case may be, all fees, costs and expenses due and payable
pursuant to Sections 3.3 and 10.3, if then invoiced.

     SECTION 5.1.15 Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors


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shall be reasonably satisfactory in form and substance to the Administrative
Agent and its counsel; the Administrative Agent and its counsel shall have
received all information, approvals, opinions, documents or instruments that
the Administrative Agent or its counsel shall have reasonably requested.

     SECTION 5.2 All Credit Extensions. The obligation of each Lender and, if
applicable, the Issuer(s), to make any Credit Extension (including its initial
Credit Extension) shall be subject to the satisfaction of each of the
conditions precedent set forth in this Section 5.2.

     SECTION 5.2.1 Compliance with Warranties, No Default, etc. Both before and
after giving effect to any Credit Extension the following statements shall be
true and correct:

          (a) the representations and warranties set forth in Article VI and in
     each other Loan Document shall, in each case, be true and correct in all
     material respects with the same effect as if then made (unless stated to
     relate solely to an earlier date, in which case such representations and
     warranties shall be true and correct in all material respects as of such
     earlier date); and

          (b) no Default shall have then occurred and be continuing.

     SECTION 5.2.2 Credit Extension Request. The Administrative Agent shall
have received a Borrowing Request if Loans are being requested, or an Issuance
Request if a Letter of Credit is being requested or extended. Each of the
delivery of a Borrowing Request or Issuance Request and the acceptance by the
Borrower of proceeds of any Credit Extension shall constitute a representation
and warranty by the Borrower that on the date of such Credit Extension (both
immediately before and after giving effect thereto and the application of the
proceeds thereof) the statements made in Section 5.2.1 are true and correct.

                                  ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lenders, the Issuers and the Administrative Agent
to enter into this Agreement and to make Credit Extensions hereunder, the
Borrower represents and warrants unto the Administrative Agent, the Issuers and
each Lender as set forth in this Article VI.

     SECTION 6.1 Organization, etc. The Borrower and each of the Restricted
Subsidiaries (a) is validly organized and existing and in good standing to the
extent required under the laws of the jurisdiction of its incorporation, except
to the extent that the failure to be in good standing would not reasonably be
expected to have a Material Adverse Effect, (b) is duly qualified to do
business and is in good standing to the extent required under the laws of each
jurisdiction where the nature of its business requires such qualification,
except to the extent that the failure to qualify would not reasonably be
expected to result in a Material Adverse Effect, and (c) has full power and
authority and holds all requisite governmental licenses, permits and other
approvals to (i) enter into and perform its obligations in connection with the
Transaction and its Obligations under this Agreement and each other Loan
Document to which it is a party and (ii) own and hold under lease its property
and to conduct its business substantially as currently conducted by it


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except, in the case of this clause (c)(ii), where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect.

     SECTION 6.2 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document executed or to be executed by it, and the execution, delivery and
performance by each other Obligor of each Loan Document executed or to be
executed by it and the Borrower's and, where applicable, each such other
Obligor's participation in the consummation of the Transaction are (or, in the
case of the Holdings Note Issuance, immediately before and after the
consummation thereof, will be) within the Borrower's and each such Obligor's
company powers, have been (or, in the case of the Holdings Note Issuance,
immediately before and after the consummation thereof, will have been) duly
authorized by all necessary company action, and do not (or, in the case of the
Holdings Note Issuance, immediately before and after the consummation thereof,
will not) (i) contravene the Borrower's or any such Obligor's Charter
Documents, (ii) contravene any contractual restriction (other than any such
contractual restriction that shall have been waived on or prior to the
Effective Date (or, in the case of the Holdings Note Issuance, the date
thereof)), law or governmental regulation or court decree or order binding on
or affecting the Borrower or any such Obligor, where such contravention,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (iii) result in, or require the creation or
imposition of, any Lien on any of the Borrower's or any other Obligor's
properties, except (i) pursuant to the terms of a Loan Document and (ii) Liens
permitted under clause (p) of Section 7.2.3.

     SECTION 6.3 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due
execution, delivery or performance by the Borrower or any other Obligor of this
Agreement or any other Loan Document to which it is a party, except as have
been duly obtained or made and are in full force and effect or those which the
failure to obtain or make could not reasonably be expected to have a Material
Adverse Effect. None of the Borrower or any other Obligor is required to
register as an "investment company" under the Investment Company Act of 1940,
as amended, or 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, as amended.

     SECTION 6.4 Validity, etc. This Agreement constitutes, and each other Loan
Document executed by the Borrower will, on the due execution and delivery
thereof, constitute, the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms; and each Loan Document
(other than the Intercreditor Agreement) executed pursuant hereto by each other
Obligor will, on the due execution and delivery thereof by such Obligor, be the
legal, valid and binding obligation of such Obligor enforceable in accordance
with its terms, in each case with respect to this Section 6.4 subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.


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     SECTION 6.5 Financial Information. The Borrower has delivered to the
Administrative Agent and each Lender copies of the Pro Forma Financial
Statements. The Pro Forma Financial Statements have been prepared on a basis
substantially consistent with GAAP and include appropriate pro forma
adjustments to give pro forma effect to the Transaction and the Star Pipe
Acquisition as if, in the case of the balance sheet contained therein, the
Transaction and the Star Pipe Acquisition were consummated on December 27, 2003
and, in the case of the statements of operations contained therein, the
Transaction and the Star Pipe Acquisition were consummated on October 1, 2002.

     SECTION 6.6 No Material Adverse Change. Since September 30, 2003 there has
occurred no event, circumstance or condition that constitutes a Material
Adverse Effect.

     SECTION 6.7 Litigation, etc. There is no pending or, to the knowledge of
the Borrower, threatened litigation, action, proceeding, arbitration or
governmental investigation affecting any Obligor, or any of their respective
properties, businesses, assets or revenues, which could reasonably be expected
to result in a Material Adverse Effect except as disclosed in Item 6.7
("Litigation") of the Disclosure Schedule. No development has occurred in any
litigation, action or governmental investigation or other proceeding disclosed
in Item 6.7 ("Litigation") of the Disclosure Schedule which could reasonably be
expected to have a Material Adverse Effect.

     SECTION 6.8 Subsidiaries. The Borrower has only those Subsidiaries (i)
which are identified in Item 6.8 ("Existing Subsidiaries") of the Disclosure
Schedule, or (ii) which are permitted to have been acquired or formed in
accordance with Section 7.2.5 or 7.2.8.

     SECTION 6.9 Ownership of Properties. Except to the extent that the failure
to do so could not reasonably be expected to have a Material Adverse Effect,
the Borrower and each of the Restricted Subsidiaries owns good title to, or
leasehold interests in, all of its properties and assets (other than
insignificant properties and assets), real and personal, tangible and
intangible, of any nature whatsoever (including patents, trademarks, trade
names, service marks and copyrights), free and clear of all Liens or material
claims (including material infringement claims with respect to patents,
trademarks, copyrights and the like), except as permitted pursuant to Section
7.2.3.

     SECTION 6.10 Taxes. Each of Holdings, the Borrower and each of their
respective Subsidiaries has filed all Federal, State and other material tax
returns required by law to have been filed by it and has paid all material
taxes and governmental charges thereby shown to be owing, except any such taxes
or charges which are being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books.

SECTION 6.11 Pension and Welfare Plans. During the twelve-consecutive-month
period prior to the Effective Date, no steps have been taken to terminate any
Pension Plan, and no contribution failure has occurred with respect to any
Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA,
which, in either case, is reasonably expected to lead to a liability to such
Pension Plan in excess of $7,500,000. No condition exists or event or
transaction has occurred with respect to any Pension Plan which could
reasonably be expected to result in the incurrence by the Borrower or any
member of the Controlled Group of any material


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<PAGE>


liability, fine or penalty other than such condition, event or transaction
which would not reasonably be expected to have a Material Adverse Effect.
Except as disclosed in Item 6.11 ("Employee Benefit Plans") of the Disclosure
Schedule or otherwise approved by the Administrative Agent (such approval not
to be unreasonably withheld or delayed), since the date of the financial
statements most recently delivered pursuant to clause (a) or (b) of Section
7.1.1, the Borrower has not increased any contingent liability with respect to
any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Subtitle B of Title I of ERISA,
except as would not have a Material Adverse Effect.

     SECTION 6.12 Environmental Matters. Except as set forth in Item 6.12
("Environmental Matters") of the Disclosure Schedule or as, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect:

          (a) all facilities and property owned or leased by the Borrower or
     any of its Subsidiaries are in compliance with all Environmental Laws;

          (b) there are no pending or threatened (i) written claims,
     complaints, notices or requests for information received by the Borrower
     or any of its Subsidiaries with respect to any alleged violation of any
     Environmental Law, or (ii) written complaints, notices or inquiries to the
     Borrower or any of its Subsidiaries regarding potential liability under
     any Environmental Law;

          (c) the Borrower and its Subsidiaries have been issued and are in
     compliance with all permits, certificates, approvals, licenses and other
     authorizations relating to environmental matters and necessary or
     desirable for their businesses;

          (d) no property now or, to the best knowledge of the Borrower,
     previously owned or leased by the Borrower or any of its Subsidiaries is
     listed or, to the knowledge of the Borrower, proposed for listing (with
     respect to owned property only) on the National Priorities List pursuant
     to CERCLA, on the CERCLIS or on any similar state list of sites requiring
     investigation or clean-up;

          (e) to the knowledge of the Borrower, the Borrower and its
     Subsidiaries have not directly transported or directly arranged for the
     transportation of any Hazardous Material to any location (i) which is
     listed or, to the knowledge of the Borrower, proposed for listing on the
     National Priorities List pursuant to CERCLA, on the CERCLIS or on any
     similar state list, or (ii) which is the subject of federal, state or
     local enforcement actions or other investigations in respect of any
     Environmental Law; and

          (f) to the best knowledge of the Borrower, no conditions exist at, on
     or under any property now or previously owned or leased by the Borrower or
     any of its Subsidiaries which, with the passage of time, or the giving of
     notice or both, would give rise to liability to the Borrower or any of its
     Subsidiaries under any Environmental Law.

     SECTION 6.13 Regulations U and X. No proceeds of any Credit Extension will
be used in violation of F.R.S. Board Regulation U or X.


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     SECTION 6.14 Accuracy of Information. All material factual information
concerning the financial condition, operations or prospects of the Borrower,
Holdings and their respective Subsidiaries heretofore or contemporaneously
furnished by or on behalf of the Borrower in writing to the Administrative
Agent, the Issuers or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby or with respect to the
Transaction is, and all other such factual information hereafter furnished by
or on behalf of the Borrower, Holdings or any of their respective Subsidiaries
to the Administrative Agent, the Issuers or any Lender will be, taken as a
whole, true and accurate in every material respect on the date as of which such
information is dated or certified and such information is not, or shall not be,
taken as a whole, as the case may be, incomplete by omitting to state any fact
necessary to make such information not materially misleading. Any term or
provision of this Section to the contrary notwithstanding, insofar as any of
the factual information described above includes assumptions, estimates,
projections or opinions, no representation or warranty is made herein with
respect thereto; provided, however, that to the extent any such assumptions,
estimates, projections or opinions are based on factual matters, the Borrower
has reviewed such factual matters and nothing has come to its attention in the
context of such review which would lead it to believe that such factual matters
were not or are not true and correct in all material respects or that such
factual matters omit to state any material fact necessary to make such
assumptions, estimates, projections or opinions not misleading in any material
respect.

     SECTION 6.15 Solvency. (a) The Transaction did not involve or result in
any fraudulent transfer or fraudulent conveyance under the provisions of
Section 548 of the Bankruptcy Code (11 U.S.C. ss.101 et seq., as from time to
time hereafter amended, and any successor or similar statute) or any applicable
state law respecting fraudulent transfers or fraudulent conveyances. On the
Effective Date, after giving effect to the Transaction, the Borrower was
Solvent.

          (b) The incurrence by the Borrower of the Term Loans and the
     application of the proceeds thereof, will not involve or result in any
     fraudulent transfer or fraudulent conveyance under the provisions of
     Section 548 of the Bankruptcy Code (11 U.S.C. ss.101 et seq., as from time
     to time hereafter amended, and any successor or similar statute) or any
     applicable state law respecting fraudulent transfers or fraudulent
     conveyances. On the Effective Date, after giving effect to such incurrence
     and application, the Borrower is Solvent.

     SECTION 6.16 No Actions Taken. The Borrower, Holdings and each of their
respective Subsidiaries have taken no action to release, modify, amend, negate,
or otherwise waive or impair any environmental indemnity granted by any Person
under or in connection with the Stock and Asset Purchase Agreement.

     SECTION 6.17 Issuance of Other Transaction Indebtedness; Status of
Obligations as Senior Indebtedness, etc. The Borrower or Holdings, as
applicable, has the power and authority to incur the Other Transaction
Indebtedness as provided for under the Principal Other Transaction Documents
applicable thereto and has duly authorized, executed and delivered the
applicable Principal Other Transaction Documents applicable to such Other
Transaction Indebtedness. The Borrower or Holdings, as applicable, has issued,
pursuant to due authorization, the Other Transaction Indebtedness under the
applicable Principal Other


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Transaction Documents, and such Principal Other Transaction Documents
constitute the legal, valid and binding obligations of the Borrower or
Holdings, as applicable, enforceable against the Borrower or Holdings, as
applicable, in accordance with their terms (except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity). All
Obligations, including those to pay principal of and interest (including
post-petition interest, whether or not allowed as a claim under bankruptcy or
similar laws) on the Loans and Reimbursement Obligations, and fees and expenses
in connection therewith, constitute "Senior Indebtedness" or similar term
relating to the Obligations and all such Obligations are entitled to the
benefits of the subordination created by the Subordinated Note Indenture or
applicable Permitted Subordinated Debt Document, as applicable. The Borrower
acknowledges that the Administrative Agent, each Lender and each Issuer is
entering into this Agreement and is extending its Commitments in reliance upon
the subordination provisions of the Subordinated Note Indenture or applicable
Permitted Subordinated Debt Document, as applicable, and the Intercreditor
Agreement.

                                  ARTICLE VII

                                   COVENANTS

     SECTION 7.1 Affirmative Covenants. The Borrower agrees with the
Administrative Agent, the Issuers and each Lender that, until the Termination
Date has occurred, the Borrower will perform the obligations set forth in this
Section 7.1.

     SECTION 7.1.1 Financial Information, Reports, Notices, etc. The Borrower
will furnish, or will cause to be furnished, to each Lender and the
Administrative Agent copies of the following financial statements, reports,
notices and information:

          (a) as soon as available and in any event within 60 days after the
     end of each of the first three Fiscal Quarters of each Fiscal Year of the
     Borrower (or, if the Borrower is required to file such information on a
     Form 10-Q with the Securities and Exchange Commission, promptly following
     such filing), a consolidated balance sheet of the Borrower and its
     Subsidiaries as of the end of such Fiscal Quarter, together with the
     related consolidated statements of operations for such Fiscal Quarter and
     the related consolidated statements of operations and cash flows for the
     period commencing at the end of the previous Fiscal Year and ending with
     the end of such Fiscal Quarter (it being understood that the foregoing
     requirement may be satisfied by delivery of the Borrower's report to the
     Securities and Exchange Commission on Form 10-Q, if any), certified by an
     Authorized Officer that is the president, chief executive officer,
     treasurer, assistant treasurer or chief financial or accounting officer of
     the Borrower;

          (b) as soon as available and in any event within 105 days after the
     end of each Fiscal Year of the Borrower ending after January 1, 2004 (or,
     if the Borrower is required to file such information on a Form 10-K with
     the Securities and Exchange Commission, promptly following such filing), a
     copy of the annual audit report for such Fiscal Year of the Borrower and
     its Subsidiaries, including therein a consolidated balance sheet for the
     Borrower and its Subsidiaries as of the end of such Fiscal Year, together
     with the related consolidated statements of operations and cash flows for
     such Fiscal Year (it being


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<PAGE>


     understood that the foregoing requirement may be satisfied by delivery of
     the Borrower's report to the Securities and Exchange Commission on Form
     10-K, if any), in each case certified (without any Impermissible
     Qualification) by PricewaterhouseCoopers or another `Big Four' firm of
     independent public accountants or any other firm of independent public
     accountants consented to by the Administrative Agent, together with a
     certificate from such accountants as to whether, in making the examination
     necessary for the signing of their report on such annual report, they have
     become aware of any Default in respect of any term, covenant, condition or
     other provision of this Agreement (including any Default in respect of any
     of the financial covenants contained in Section 7.2.4) that relates to
     accounting matters that has occurred and is continuing or, if in the
     opinion of such accounting firm such a Default has occurred and is
     continuing, a statement as to the nature thereof;

          (c) together with the delivery of the financial information required
     pursuant to clauses (a) and (b), a Compliance Certificate, in
     substantially the form of Exhibit E-1, executed by an Authorized Officer
     that is the president, the chief executive officer, the treasurer or the
     chief financial or accounting officer of the Borrower, showing (in
     reasonable detail and with appropriate calculations and computations in
     all respects satisfactory to the Administrative Agent) compliance with the
     financial covenants set forth in Section 7.2.4;

          (d) as soon as possible and in any event within five Business Days
     after obtaining knowledge of the occurrence of any Default, if such
     Default is then continuing, a statement of an Authorized Officer that is
     the president, chief executive officer, treasurer, assistant treasurer or
     chief financial or accounting officer of the Borrower setting forth
     details of such Default and the action which the Borrower has taken or
     proposes to take with respect thereto;

          (e) promptly and in any event within five Business Days after (x) the
     occurrence of any development with respect to any litigation, action,
     proceeding or labor controversy described in Section 6.7 which could
     reasonably be expected to have a Material Adverse Effect or (y) the
     commencement of any labor controversy, litigation, action or proceeding of
     the type described in Section 6.7, notice thereof and of the action which
     the Borrower has taken or proposes to take with respect thereto;

          (f) promptly after the sending or filing thereof, copies of all
     reports and registration statements (other than exhibits thereto and any
     registration statement on Form S-8 or its equivalent) which the Borrower
     or any of its Subsidiaries files with the Securities and Exchange
     Commission or any national securities exchange;

          (g) as soon as practicable after the controller, chief financial or
     accounting officer or the chief executive officer of the Borrower or a
     member of the Borrower's Controlled Group becomes aware of (i) formal
     steps in writing to terminate any Pension Plan or (ii) the occurrence of
     any event with respect to a Pension Plan which, in the case of clause (i)
     or (ii), could reasonably be expected to result in a contribution to such
     Pension Plan by (or a liability of) the Borrower or a member of the
     Borrower's Controlled Group in excess of $7,500,000, (iii) the failure to
     make a required contribution to any Pension


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<PAGE>


     Plan if such failure is sufficient to give rise to a Lien under section
     302(f) of ERISA in an amount in excess of $7,500,000, (iv) the taking of
     any action with respect to a Pension Plan which could reasonably be
     expected to result in the requirement that the Borrower furnish a bond to
     the PBGC or such Pension Plan in an amount in excess of $7,500,000 or (v)
     any material increase in the contingent liability of the Borrower with
     respect to any post-retirement Welfare Plan benefit as a result of a
     change in the level or scope of benefits thereunder, notice thereof and
     copies of all documentation relating thereto; and

          (h) such other information respecting the condition or operations,
     financial or otherwise, of the Borrower or any of its Subsidiaries as any
     Lender through the Administrative Agent may from time to time reasonably
     request.

     SECTION 7.1.2 Compliance with Laws, etc. The Borrower will, and will cause
each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include
(without limitation) (i) except as permitted under Section 7.2.8, the
maintenance and preservation of its existence and qualification as a foreign
business entity, except where the failure to so qualify could not reasonably be
expected to have a Material Adverse Effect, and (ii) the payment, before the
same become delinquent, of all material taxes, assessments and governmental
charges imposed upon it or upon its property, except to the extent being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.

     SECTION 7.1.3 Maintenance of Properties. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower will, and will cause each of the Restricted Subsidiaries
to, maintain, preserve, protect and keep its properties (other than
insignificant properties) in good repair, working order and condition (ordinary
wear and tear excepted), and make necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be
properly conducted at all times unless the Borrower determines in good faith
that the continued maintenance of any of its properties is no longer
economically desirable.

     SECTION 7.1.4 Insurance. The Borrower will, and will cause each of the
Restricted Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies insurance with respect to its properties and business
against such casualties and contingencies and of such types and in such amounts
as is customary in the case of similar businesses and with such provisions and
endorsements as the Administrative Agent may reasonably request and will, upon
request of the Administrative Agent, furnish to the Administrative Agent and
each Lender a certificate of an Authorized Officer of the Borrower setting
forth the nature and extent of all insurance maintained by the Borrower and the
Restricted Subsidiaries in accordance with this Section.

     SECTION 7.1.5 Books and Records. The Borrower will, and will cause each of
the Restricted Subsidiaries to, keep books and records which accurately reflect
in all material respects all of its business affairs and transactions and
permit the Administrative Agent, the Issuers and each Lender or any of their
respective representatives, at reasonable times and intervals, and upon
reasonable notice, but, unless an Event of Default shall have occurred and be
continuing, not more frequently than once in each Fiscal Year, to visit its
business offices, to


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<PAGE>


discuss its financial matters with its officers and, after notice to the
Borrower and provision of an opportunity for the Borrower to participate in
such discussion, its independent public accountants (and the Borrower hereby
authorizes such independent public accountants to discuss the Borrower's
financial matters with each Issuer and each Lender or its representatives,
whether or not any representative of the Borrower is present so long as the
Borrower has been afforded a reasonable opportunity to be present) and to
examine, and to photocopy extracts from, any of its books or other financial
records. The cost and expense of each such visit shall be borne by the
Administrative Agent or Lender, except that the Administrative Agent may make
one such visit each Fiscal Year and the cost and expense thereof shall be borne
by the Borrower.

     SECTION 7.1.6 Environmental Covenant. The Borrower will and will cause
each of its Subsidiaries to,

          (a) use and operate all of its facilities and properties in
     compliance with all Environmental Laws, keep all necessary permits,
     approvals, certificates, licenses and other authorizations relating to
     environmental matters in effect and remain in compliance therewith, and
     handle all Hazardous Materials in compliance with all applicable
     Environmental Laws, in each case except where the failure to comply with
     the terms of this clause could not reasonably be expected to have a
     Material Adverse Effect;

          (b) promptly notify the Administrative Agent and provide copies of
     all written claims, complaints, notices or inquiries relating to the
     condition of its facilities and properties which relate to environmental
     matters or compliance with Environmental Laws which would have, or would
     reasonably be expected to have, a Material Adverse Effect, and promptly
     cure and have dismissed with prejudice any material actions and
     proceedings relating to compliance with Environmental Laws, except to the
     extent being diligently contested in good faith by appropriate proceedings
     and for which adequate reserves in accordance with GAAP have been set
     aside on its books;

          (c) provide such information and certifications which the
     Administrative Agent may reasonably request from time to time to evidence
     compliance with this Section 7.1.6; and

          (d) without the consent of the Required Lenders, refrain from taking
     any action to release, modify, amend, negate any provision of the Stock
     and Asset Purchase Agreement in any manner that would waive or impair any
     environmental indemnity granted by any Person to the Borrower or any of
     its Subsidiaries under or in connection with the Stock and Asset Purchase
     Agreement.

     SECTION 7.1.7 Future Subsidiaries. Upon any Person becoming, after the
Effective Date, a U.S. Subsidiary of the Borrower that is a Restricted
Subsidiary, or (in the case of clause (a)(ii) below only) upon the Borrower or
any such Subsidiary acquiring additional Capital Stock of any existing
Subsidiary that is a Restricted Subsidiary, the Borrower shall so notify the
Administrative Agent, and

          (a) the Borrower shall promptly cause such U.S. Subsidiary to execute
     and deliver to the Administrative Agent, with counterparts for each
     Lender, a supplement to


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     the Subsidiary Guaranty and a supplement to the Subsidiary Pledge and
     Security Agreement (and, if such U.S. Subsidiary owns any real property,
     to the extent required by clause (b) of Section 7.1.8, a Mortgage),
     together with UCC financing statements (form UCC-1) delivered by such U.S.
     Subsidiary naming such U.S. Subsidiary as the debtor and the
     Administrative Agent as the secured party, or other similar instruments or
     documents, in appropriate form for filing under the UCC and any other
     applicable recording statutes, in the case of real property, of all
     jurisdictions as may be necessary or, in the reasonable opinion of the
     Administrative Agent, desirable to perfect the security interest of the
     Administrative Agent pursuant to the Subsidiary Pledge and Security
     Agreement or a Mortgage, as the case may be (other than the perfection of
     security interests in motor vehicles and foreign intellectual property);
     and

          (b) the Borrower shall promptly deliver, or cause to be delivered, to
     the Administrative Agent under a Pledge Agreement (as supplemented, if
     necessary, by a Foreign Pledge Agreement or other supplement thereto)
     certificates (if any) representing all of the issued and outstanding
     shares of Capital Stock of such Subsidiary that are certificated
     securities and are owned by the Borrower or any Restricted Subsidiary of
     the Borrower that is a U.S. Subsidiary, as the case may be, along with
     undated powers of transfer for such certificates, executed in blank, or,
     if any securities subject thereto are uncertificated securities or are
     held through a securities intermediary, the Administrative Agent shall
     have obtained "control" (as defined in the UCC applicable to the
     perfection of such securities) over such securities, or other appropriate
     steps shall have been taken under applicable law resulting in the
     perfection and "control" (as defined in the UCC) of the security interest
     granted in favor of the Administrative Agent pursuant to the terms of a
     Pledge Agreement;

together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Administrative Agent, as the Administrative Agent
may reasonably require; provided that notwithstanding the foregoing, neither
any Receivables Co. nor any Foreign Subsidiary shall be required to execute and
deliver a Mortgage or a supplement to the Subsidiary Guaranty or a supplement
to the Subsidiary Pledge and Security Agreement, nor will the Borrower or any
U.S. Subsidiary of the Borrower be required to grant a security interest in
Voting Stock of a Foreign Subsidiary in excess of 65% of the Voting Stock of
such Foreign Subsidiary.

     SECTION 7.1.8 Future Leased Property and Future Acquisitions of Real
Property; Future Acquisition of Other Property.

          (a) Prior to entering into any new lease of real property or renewing
     any existing lease of real property following the Effective Date, the
     Borrower shall, and shall cause each of its U.S. Subsidiaries that are
     Restricted Subsidiaries to, use its (and their) best efforts (which shall
     not require the expenditure of cash or the making of any material
     concessions under the relevant lease) to deliver to the Administrative
     Agent a Waiver executed by the lessor of any real property that is to be
     leased by the Borrower or such U.S. Subsidiary for a term in excess of one
     year in any state which by statute grants such lessor a "landlord's" (or
     similar) Lien which is superior to the Administrative Agent's, to the
     extent the value of any personal property of the Borrower or its U.S.
     Subsidiaries that are Restricted Subsidiaries to be held at such leased
     property exceeds (or it is anticipated


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<PAGE>


     that the value of such personal property will, at any point in time during
     the term of such leasehold term, exceed) $6,000,000.

          (b) In the event that the Borrower or any of its U.S. Subsidiaries
     that are Restricted Subsidiaries shall acquire any fee interest in real
     property having a value as determined in good faith by the Administrative
     Agent in excess of $3,000,000 in the aggregate, the Borrower or the
     applicable U.S. Subsidiary shall, promptly after such acquisition, execute
     a Mortgage in favor of the Administrative Agent, as mortgagee for the
     ratable benefit of the Lenders, and provide the Administrative Agent with
     (i) evidence of the completion (or satisfactory arrangements for the
     completion) of all recordings and filings of such Mortgage as may be
     necessary or, in the reasonable opinion of the Administrative Agent,
     desirable effectively to create a valid, perfected, first priority Lien,
     subject to Liens permitted by Section 7.2.3, against the properties
     purported to be covered thereby, (ii) mortgagee's title insurance policies
     in favor of the Administrative Agent, as mortgagee for the ratable benefit
     of the Lenders, in amounts and in form and substance and issued by
     insurers, in each case reasonably satisfactory to the Administrative
     Agent, with respect to the property purported to be covered by such
     Mortgage, insuring that title to such property is indefeasible and that
     the interests created by the Mortgage constitute valid first Liens thereon
     free and clear of all defects and encumbrances other than as permitted by
     Section 7.2.3 or as approved by the Administrative Agent, and such
     policies shall also include, to the extent available, a revolving credit
     endorsement and such other endorsements as the Administrative Agent shall
     reasonably request and shall be accompanied by evidence of the payment in
     full of all premiums thereon, and (iii) such other approvals, opinions, or
     documents as the Administrative Agent may reasonably request.

          (c) In accordance with the terms and provisions of the Pledge
     Agreements, the Borrower and each U.S. Subsidiary that is a Restricted
     Subsidiary shall provide the Administrative Agent with evidence of all
     recordings and filings as may be necessary or, in the reasonable opinion
     of the Administrative Agent, desirable to create a valid, perfected first
     priority Lien, subject to the Liens permitted by Section 7.2.3, against
     all property acquired after the Effective Date (excluding motor vehicles,
     foreign intellectual property, leases of real property and (except to the
     extent required under clause (b) of this Section 7.1.8) fee interests in
     real property).

     SECTION 7.1.9 Use of Proceeds, etc. The Borrower shall

          (a) apply the proceeds of the Loans

               (i) in the case of the Initial Term Loans, to consummate a
          portion of the Transaction;

               (ii) in the case of Additional Term Loans, Foreign Loans,
          Revolving Loans and Swing Line Loans, for working capital and general
          corporate purposes of the Borrower and the Restricted Subsidiaries;
          provided that the aggregate outstanding amount of Revolving Loans
          borrowed on the Effective Date shall not exceed $15,000,000; and


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<PAGE>


               (iii) use Letters of Credit only for purposes of supporting
          working capital and general corporate purposes of the Borrower and
          the Restricted Subsidiaries.

     SECTION 7.1.10 Hedging Obligations. Within nine months following the
Effective Date, the Administrative Agent shall have received evidence
satisfactory to it that the Borrower has entered into interest rate swap, cap,
collar or similar arrangements (including without limitation such Indebtedness
accruing interest at a fixed rate by its terms and the Rate Protection
Agreements outstanding on the Effective Date (the "Existing Rate Protection
Agreements")) designed to protect the Borrower against fluctuations in interest
rates with respect to at least 50% of the aggregate principal amount of the
Term Loans and the Other Transaction Indebtedness for a period of at least
three years from the Effective Date (provided that no such interest rate swap,
cap, collar or similar arrangement covering the period from the expiration of
the Existing Rate Protection Agreements through the third anniversary in
respect of the amounts covered by such Existing Rate Protection Agreements
shall be required prior to the expiration of such Existing Rate Protection
Agreements), with terms reasonably satisfactory to the Borrower and the
Administrative Agent.

     SECTION 7.1.11 Rating of Loans. The Borrower will, and will cause each of
its Subsidiaries to, use commercially reasonable efforts to ensure that the
Loans continue to be rated by S&P and Moody's or, in either case, another
rating agency reasonably acceptable to the Administrative Agent.

     SECTION 7.1.12 IP Agreements. The Borrower will deliver to the
Administrative Agent no later than 60 days after the Effective Date instruments
or documents, in appropriate form for filing with the United States Patent and
Trademark Office, sufficient to (i) assign to the Administrative Agent security
interests in favor of the Existing Administrative Agent or (ii) create and
perfect a security interest in favor of the Administrative Agent, in all
intellectual property registered in such office that is owned as of the
Effective Date by the Borrower and the U.S. Subsidiaries that are Restricted
Subsidiaries as identified in Item 7.1.12 ("Intellectual Property") of the
Disclosure Schedule.

     SECTION 7.1.13 Mortgage Amendments. Within 60 days after the Effective
Date, the Borrower shall deliver to the Administrative Agent, as mortgagee for
the ratable benefit of the Lenders, counterparts of amendments to, or
amendments and restatements of, as the case may be, each Mortgage (each a
"Mortgage Amendment") relating to each property listed on Item 7.1.13
("Mortgaged Properties") of the Disclosure Schedule, each dated as of the date
of such delivery, duly executed by the Borrower or the applicable U.S.
Subsidiary that is a Restricted Subsidiary, together with amendments to related
UCC financing statements and all necessary or desirable endorsements to
existing mortgagee's title insurance policies in favor of the Administrative
Agent for the benefit if the Secured Parties.

     SECTION 7.2 Negative Covenants. The Borrower agrees with the
Administrative Agent and each Lender that, until the Termination Date has
occurred, the Borrower will perform the obligations set forth in this Section
7.2.

     SECTION 7.2.1 Business Activities. The Borrower will not, and will not
permit any of the Restricted Subsidiaries (other than a Receivables Co. in
connection with a Permitted


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<PAGE>


Receivables Transaction) to, engage in any business activity, except the
business activities of the type in which the Borrower and its Subsidiaries are
engaged on the Effective Date (after giving effect to the Transaction) and any
businesses reasonably ancillary, incidental or related thereto (the "Holdings
Business").

     SECTION 7.2.2 Indebtedness. The Borrower will not, and will not permit any
of the Restricted Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

          (a) Indebtedness outstanding on the Effective Date and identified in
     Item 7.2.2(a) ("Ongoing Indebtedness") of the Disclosure Schedule, and
     refinancings and replacements thereof in a principal amount not exceeding
     the principal amount of the Indebtedness so refinanced or replaced and
     with an average life to maturity of not less than the then average life to
     maturity of the Indebtedness so refinanced or replaced;

          (b) Indebtedness in respect of the Credit Extensions and other
     Obligations;

          (c) Indebtedness incurred by the Borrower or any of the Restricted
     Subsidiaries that is represented by Capitalized Lease Liabilities,
     mortgage financings or purchase money obligations (but only to the extent
     otherwise permitted by Section 7.2.7); provided, that the maximum
     aggregate amount of all Indebtedness permitted under this clause (c) shall
     not at any time exceed $30,000,000;

          (d) intercompany Indebtedness of (i) (x) any U.S. Subsidiary that is
     a Restricted Subsidiary owing to the Borrower or any of the Restricted
     Subsidiaries or (y) the Borrower owing to any of the Restricted
     Subsidiaries, and (ii) any Foreign Subsidiary that is a Restricted
     Subsidiary of the Borrower owing to the Borrower or any U.S. Subsidiary
     that is a Restricted Subsidiary; provided that in respect of (A) any such
     Indebtedness described in this clause (d)(ii) (other than any such
     intercompany Indebtedness incurred to finance any acquisition permitted
     hereunder), such Indebtedness shall not exceed at any time $55,000,000
     minus the amount of all Investments in Foreign Subsidiaries outstanding
     under clause (k)(ii) and (l)(iii) of Section 7.2.5, and (B) any such
     Indebtedness described in this clause (d) which is owing to the Borrower
     or any of its U.S. Subsidiaries that are Restricted Subsidiaries, (1) to
     the extent requested by the Administrative Agent, such Indebtedness shall
     be evidenced by one or more promissory notes in form and substance
     satisfactory to the Administrative Agent which shall be duly executed and
     delivered to (and indorsed to the order of) the Administrative Agent in
     pledge pursuant to a Pledge Agreement and (2) in the case of any such
     Indebtedness owed by a Person other than the Borrower or a Subsidiary
     Guarantor, such Indebtedness shall not be forgiven or otherwise discharged
     for any consideration other than payment (Dollar for Dollar) in cash
     unless the Administrative Agent otherwise consents;

          (e) Assumed Indebtedness of the Borrower and the Restricted
     Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at
     any time outstanding;

          (f) Indebtedness of the Borrower in respect of (i) the Second Lien
     Notes in an aggregate principal amount not to exceed $110,000,000 and any
     guarantees by Subsidiary


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<PAGE>


     Guarantors of such Indebtedness and (ii) the Subordinated Notes in an
     aggregate principal amount not to exceed $325,000,000 and any guarantees
     by Subsidiary Guarantors of such Indebtedness;

          (g) Hedging Obligations of the Borrower or any of the Restricted
     Subsidiaries in respect of the Credit Extensions or otherwise entered into
     by the Borrower or any Restricted Subsidiary to hedge against interest
     rate, currency exchange rate or commodity price risk, in each case arising
     in the ordinary course of business of the Borrower and the Restricted
     Subsidiaries and not for speculative purposes;

          (h) Indebtedness of Foreign Subsidiaries of the Borrower in an
     aggregate principal amount not to exceed $30,000,000 at any time
     outstanding (less amounts of Foreign Loans outstanding hereunder);

          (i) other Indebtedness of the Borrower and the Restricted
     Subsidiaries in an aggregate principal amount outstanding not to exceed at
     any time the sum of (x) $20,000,000 plus (y) the difference between the
     maximum amount of additional Commitments that have been or could be
     provided under Section 2.2.2 and the then outstanding amount of additional
     Loans made pursuant to Section 2.2.2; provided that unless such
     Indebtedness is Indebtedness of a Foreign Subsidiary such Indebtedness is
     unsecured;

          (j) Indebtedness of any Foreign Subsidiary owing to any other Foreign
     Subsidiary;

          (k) Receivables Facility Outstandings in an aggregate amount at any
     time not to exceed $80,000,000, the recourse of which shall (except in
     respect of fees, costs, indemnifications, representations and warranties
     and other obligations in which recourse is customarily available against
     originators or servicers of Accounts included in special-purpose-vehicle
     receivables financing arrangements, other than any of the foregoing which
     are in effect credit substitutes) be limited solely to any applicable
     Receivables Co. and its assets; and

          (l) (i) Permitted Subordinated Debt, the proceeds of which are used
     to repay, redeem or repurchase, in whole or in part, the Term Loans or
     Foreign Loans, the Second Lien Notes, the Subordinated Notes, any
     Permitted Senior Debt or any Permitted Subordinated Debt, and to pay
     related premiums, interest, fees, costs and expenses and (ii) Permitted
     Senior Debt, the proceeds of which are used to repay, redeem or
     repurchase, in whole or in part, the Term Loans or Foreign Term Loans, the
     Second Lien Notes or any Permitted Senior Debt, and to pay related
     premiums, interest, fees, costs and expenses;

provided that (i) no Indebtedness otherwise permitted by clause (c), (d) (as
such clause (d) relates to loans made by the Borrower or any Subsidiary
Guarantor to Restricted Subsidiaries which are not Subsidiary Guarantors), (f),
(h), or (i) may be incurred if, immediately before or after giving effect to
the incurrence thereof, any Default shall have occurred and be continuing, and
(ii) all such Indebtedness of the type described in clause (d)(i)(y) above that
is owed to Subsidiaries that


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are not Subsidiary Guarantors shall be subordinated, in writing, to the
Obligations upon terms satisfactory to the Administrative Agent.

     SECTION 7.2.3 Liens. The Borrower will not, and will not permit any of the
Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon any of its property, revenues or assets, whether now owned or hereafter
acquired, except:

          (a) Liens existing on the Effective Date and identified in Item
     7.2.3(a) ("Ongoing Liens") of the Disclosure Schedule and extensions and
     renewals thereof; provided that no such extension or renewal shall
     increase the obligations secured by such Lien, extend such Lien to
     additional assets or otherwise result in a Default hereunder;

          (b) Liens securing payment of the Obligations or any obligation under
     any Rate Protection Agreement granted pursuant to any Loan Document;

          (c) Liens granted to secure payment of Indebtedness of the type
     permitted and described in clause (c) of Section 7.2.2;

          (d) Liens for taxes, assessments or other governmental charges or
     levies, including Liens pursuant to Section 107(l) of CERCLA or other
     similar law, not at the time delinquent or thereafter payable without
     penalty or being contested in good faith by appropriate proceedings and
     for which adequate reserves in accordance with GAAP shall have been set
     aside on its books;

          (e) Liens of carriers, warehousemen, mechanics, repairmen,
     materialmen, contractors, laborers and landlords or other like Liens
     incurred in the ordinary course of business for sums not overdue for a
     period of more than 30 days or being diligently contested in good faith by
     appropriate proceedings and for which adequate reserves in accordance with
     GAAP shall have been set aside on its books;

          (f) Liens incurred in the ordinary course of business in connection
     with workmen's compensation, unemployment insurance or other forms of
     governmental insurance or benefits, or to secure performance of tenders,
     bids, statutory or regulatory obligations, insurance obligations, leases
     and contracts (other than for borrowed money) entered into in the ordinary
     course of business or to secure obligations on surety or appeal bonds;

          (g) judgment Liens securing judgments that do not constitute an Event
     of Default under Section 8.1.6;

          (h) (i) Liens with respect to minor imperfections of title and
     easements, rights-of-way, restrictions, reservations, permits, servitudes
     and other similar encumbrances on real property and fixtures which do not
     materially detract from the value or materially impair the use by the
     Borrower or any such Restricted Subsidiary in the ordinary course of their
     business of the property subject thereto; (ii) in the case of any property
     covered by a Mortgage, encumbrances disclosed in the title insurance
     policy issued to, and reasonably approved by, the Administrative Agent
     insuring the Mortgage; and (iii) in the case of any property covered by a
     Mortgage, upon certification by the Borrower that an easement,


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<PAGE>


     right-of-way, restriction, reservation, permit, servitude or other similar
     encumbrance granted or to be granted by the Borrower or any such
     Restricted Subsidiary does not materially detract from the value of or
     materially impair the use by the Borrower or such Restricted Subsidiary in
     the ordinary course of its business of the property subject to or to be
     subject to such encumbrance, the Administrative Agent shall execute such
     documents as are reasonably requested to subordinate its Mortgage to such
     encumbrance;

          (i) leases or subleases granted by the Borrower or any of the
     Restricted Subsidiaries to any other Person in the ordinary course of
     business;

          (j) Liens in the nature of trustees' Liens granted pursuant to any
     indenture governing any Indebtedness permitted by Section 7.2.2, in each
     case in favor of the trustee under such indenture and securing only
     obligations to pay compensation to such trustee, to reimburse its expenses
     and to indemnify it under the terms thereof;

          (k) Liens of sellers of goods to the Borrower and the Restricted
     Subsidiaries arising under Article 2 of the UCC or similar provisions of
     applicable law in the ordinary course of business, covering only the goods
     sold and securing only the unpaid purchase price for such goods and
     related expenses;

          (l) Liens securing Assumed Indebtedness of the Borrower and the
     Restricted Subsidiaries permitted pursuant to clause (e) of Section 7.2.2;
     provided that (i) any such Liens attach only to the property of the
     Subsidiary acquired, or the property acquired, and proceeds thereof in
     connection with such Assumed Indebtedness and shall not attach to any
     assets of the Borrower or any of the Restricted Subsidiaries theretofore
     existing or (except for any such proceeds) which arise after the date
     thereof and (ii) the Assumed Indebtedness and other secured Indebtedness
     of the Borrower and the Restricted Subsidiaries secured by any such Lien
     shall not exceed 100% of the fair market value of the assets being
     acquired in connection with such Assumed Indebtedness;

          (m) Liens on assets of Foreign Subsidiaries of the Borrower securing
     Indebtedness of such Foreign Subsidiaries permitted pursuant to clause
     (h), (i) or (j) of Section 7.2.2;

          (n) Liens on the Capital Stock of Unrestricted Subsidiaries securing
     Debt incurred by such Unrestricted Subsidiaries;

          (o) Liens on (i) Accounts sold or contributed to a Receivables Co. in
     connection with a Permitted Receivables Transaction, (ii) other assets
     related to such Accounts and (iii) proceeds of the foregoing, in each case
     created in connection with such Permitted Receivables Transaction; and

          (p) Liens on "Collateral" or "Mortgaged Property" (as defined in the
     Borrower Pledge and Security Agreement, the Subsidiary Pledge and Security
     Agreement or any Mortgage) securing (i) Indebtedness permitted under
     clause (f)(i) of Section 7.2.2 or (ii) Permitted Senior Debt permitted
     under clause (l)(ii) of Section 7.2.2; provided that such Liens are
     subject to the Intercreditor Agreement.


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<PAGE>


     SECTION 7.2.4 Financial Covenants.

          (a) Leverage Ratio. The Borrower will not permit the Leverage Ratio
     as of the end of any Fiscal Quarter occurring during any period set forth
     below to be greater than the ratio set forth opposite such period:


                             Period                             Leverage Ratio
                             ------                             --------------
          Effective Date through and including April               5.85:1.00
               15, 2005
          April 16, 2005 through and including July                5.75:1.00
               15, 2005
          July 16, 2005 through and including July 15,             5.50:1.00
                 2006
          July 16, 2006 through and including July 15,             4.75:1.00
                 2007
          July 16, 2007 through and including July 15,             3.85:1.00
                 2008
          July 16, 2008 through and including July 15,             3.25:1.00
                 2009
          July 16, 2009 through and including July 15,             3.00:1.00
                 2010
          at all times on and after July 16, 2010                  2.75:1.00

          (b) Interest Coverage Ratio. The Borrower will not permit the
     Interest Coverage Ratio as of the end of any Fiscal Quarter ending after
     the Effective Date and occurring during any period set forth below to be
     less than the ratio set forth opposite such period:

                             Period                     Interest Coverage Ratio
                             ------                     -----------------------
          Effective Date through and including July            2.10:1.00
               15, 2005
          July 16, 2005 through and including July 15,         2.20:1.00
                 2006
          July 16, 2006 through and including July 15,         2.40:1.00
                 2007
          July 16, 2007 through and including July 15,         2.70:1.00
                 2008
          July 16, 2008 through and including July 15,         3.00:1.00
                 2009


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<PAGE>


          July 16, 2009 through and including July 15,         3.25:1.00
                 2010
             at all times on and after July 16, 2010           3.50:1.00

          (c) Fixed Charge Coverage Ratio. The Borrower will not permit the
     Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter ending
     after the Effective Date and occurring during any period set forth below
     to be less than the ratio set forth opposite such period:


                           Period                   Fixed Charge Coverage Ratio
                           ------                   ---------------------------
            Effective Date through and including             1.15:1.00
                       July 15, 2007
          at all times on and after July 16, 2007            1.20:1.00

     SECTION 7.2.5 Investments. The Borrower will not, and will not permit any
of the Restricted Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

          (a) Investments existing on the Effective Date and identified in Item
     7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule and extensions
     or renewals thereof, provided that no such extension or renewal shall be
     permitted if it would (x) increase the amount of such Investment at the
     time of such extension or renewal or (y) result in a Default hereunder;

          (b) Cash Equivalent Investments;

          (c) without duplication, Investments permitted as Indebtedness
     pursuant to Section 7.2.2;

          (d) without duplication, Investments permitted as Capital
     Expenditures pursuant to Section 7.2.7 (including any such Investments
     which would otherwise constitute Capital Expenditures but for the
     operation of clause (i) of the proviso to the definition of "Capital
     Expenditures");

          (e) Investments made by the Borrower or any of the Restricted
     Subsidiaries, solely with proceeds which have been contributed, directly
     or indirectly after the Effective Date, to the Borrower or such Restricted
     Subsidiary as cash equity from holders of Holdings' Capital Stock for the
     purpose of making an Investment identified in a notice to the
     Administrative Agent on or prior to the date that such capital
     contribution is made, which Investments shall result in the Borrower or
     such Restricted Subsidiary acquiring a majority controlling interest in
     the Person in which such Investment was made or increasing any such
     controlling interest already maintained by it;


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<PAGE>


          (f) Investments to the extent the consideration received pursuant to
     clause (c)(i) of Section 7.2.9 is not all cash;

          (g) Investments in the form of loans to officers, directors and
     employees of the Borrower and the Restricted Subsidiaries for the sole
     purpose of purchasing Holdings Capital Stock (or purchases of such loans
     made by others) so long as Holdings makes a capital contribution of the
     proceeds of any such purchase to the Borrower;

          (h) Investments by the Borrower or any U.S. Subsidiary that is a
     Restricted Subsidiary consisting of the transfer of Capital Stock of a
     Foreign Subsidiary to another Foreign Subsidiary that is a Restricted
     Subsidiary;

          (i) Letters of Credit issued in support of, and guarantees by the
     Borrower or any Restricted Subsidiary of, Indebtedness permitted under
     clauses (b), (c), (g) and (i) of Section 7.2.2;

          (j) Investments made or held by any Foreign Subsidiary of the
     Borrower that is a Restricted Subsidiary in any other Foreign Subsidiary
     of the Borrower that is a Restricted Subsidiary;

          (k) Investments of the Borrower or any U.S. Subsidiary of the
     Borrower that is a Restricted Subsidiary in the Borrower or any Subsidiary
     of the Borrower that is a Restricted Subsidiary; provided that (i) such
     Investments in any Receivables Co. shall only be made in connection with
     and as part of a Permitted Receivables Transaction and (ii) the amount of
     Investments made by the Borrower or any of its U.S. Subsidiaries that are
     Restricted Subsidiaries in any of its Foreign Subsidiaries that are
     Restricted Subsidiaries pursuant to this clause (k), when taken together
     with Investments made by the Borrower and its U.S. Subsidiaries that are
     Restricted Subsidiaries in its Foreign Subsidiaries that are Restricted
     Subsidiaries pursuant to clause (l) of the Section 7.2.5 and the
     outstanding aggregate principal amount of Indebtedness incurred by such
     Foreign Subsidiaries pursuant to clause (d)(ii) of Section 7.2.2 shall not
     exceed $55,000,000 in the aggregate;

          (l) Investments made by the Borrower or any of the Restricted
     Subsidiaries (other than a Receivables Co.) in an aggregate amount not to
     exceed $100,000,000 in any single transaction (or a series of related
     transactions) (provided that no more than $50,000,000 of the consideration
     payable by the Borrower and its Restricted Subsidiaries in respect of any
     such single transaction or series of related transactions shall be in the
     form of cash or Cash Equivalents) or an aggregate amount after the
     Effective Date not to exceed $200,000,000 (provided that no more than
     $100,000,000 of the consideration payable by the Borrower and its
     Restricted Subsidiaries in respect of all such transactions after the
     Effective Date shall be in the form of cash or Cash Equivalents); provided
     that (i) such Investments (x) result in the Borrower or the relevant
     Restricted Subsidiary acquiring (subject to Section 7.2.1) a majority
     controlling interest in the Person (or its assets and businesses) in which
     such Investment was made, or increasing any such controlling interest
     maintained by it in such Person or (y) result in the Person in which such
     Investment was made becoming an Acquired Controlled Person and a
     Restricted


                                      89
<PAGE>


     Subsidiary for the purposes set forth in the last sentence of the
     definition of the term "Subsidiary"; (ii) to the extent any Assumed
     Indebtedness permitted pursuant to clause (f) of Section 7.2.2 would be
     incurred in connection with any such Investment to be made pursuant to
     this clause (l), the permitted amounts set forth in this clause shall be
     reduced, Dollar for Dollar, by the outstanding principal amount of any
     such Assumed Indebtedness to be assumed; and (iii) the amount of
     Investments made pursuant to this clause (l) by the Borrower or any of its
     U.S. Subsidiaries that are Restricted Subsidiaries in any of its Foreign
     Subsidiaries that are Restricted Subsidiaries, when taken together with
     Investments made by the Borrower and its U.S. Subsidiaries that are
     Restricted Subsidiaries in its Foreign Subsidiaries that are Restricted
     Subsidiaries pursuant to clause (k) of this Section 7.2.5 and the
     outstanding aggregate principal amount of Indebtedness incurred by such
     Foreign Subsidiaries from the Borrower and such U.S. Subsidiaries pursuant
     to clause (d)(ii) of Section 7.2.2, shall not exceed $55,000,000 in the
     aggregate;

          (m) Investments in Persons other than Holdings and its Subsidiaries
     that are engaged in the Holdings Business that are not permitted under
     clauses (a) through (l) above in an aggregate principal amount at any one
     time outstanding not to exceed $25,000,000;

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

          (o) Investments in Hedging Obligations permitted hereunder;

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

          (q) Investments made by any Receivables Co. in connection with any
     Permitted Receivables Transaction;

          (r) Investments consisting of Indebtedness held by the Borrower or
     any Restricted Subsidiary arising on account of the accrual of interest on
     such Investments;

provided that

          (s) any Investment which when made complies with the requirements of
     the definition of the term "Cash Equivalent Investment" may continue to be
     held notwithstanding that such Investment if made thereafter would not
     comply with such requirements; and

          (t) no Investment otherwise permitted by clause (c) (except to the
     extent permitted under Section 7.2.2), (g), (i) (to the extent that the
     applicable Letter of Credit relates to Indebtedness permitted under clause
     (c) or (i) of Section 7.2.2), (l) or (m) shall be permitted to be made if,
     immediately before or after giving effect thereto, any Default shall have
     occurred and be continuing.

     SECTION 7.2.6 Restricted Payments, etc. On and at all times after the
Effective Date:


                                      90
<PAGE>


          (a) the Borrower will not, and will not permit any of the Restricted
     Subsidiaries to, declare, pay or make any payment, dividend, distribution
     or exchange (in cash, property or obligations) on or in respect of any
     shares of any class of Capital Stock (now or hereafter outstanding) of the
     Borrower or on any warrants, options or other rights with respect to any
     shares of any class of Capital Stock (now or hereafter outstanding) of the
     Borrower (other than (i) dividends or distributions payable in its Capital
     Stock or warrants to purchase its Capital Stock and (ii) splits or
     reclassifications of its Capital Stock into additional or other shares of
     its Capital Stock) or apply, or permit any of the Restricted Subsidiaries
     to apply, any of its funds, property or assets to the purchase,
     redemption, exchange, sinking fund or other retirement of, or agree or
     permit any of its Subsidiaries to purchase, redeem or exchange, any shares
     of any class of Capital Stock (now or hereafter outstanding) of the
     Borrower or warrants, options or other rights with respect to any shares
     of any class of Capital Stock (now or hereafter outstanding) of the
     Borrower;

          (b) the Borrower will not, and will not permit any of the Restricted
     Subsidiaries to, (i) except with the proceeds of (x) any Permitted
     Subordinated Debt, (y) any Permitted Holdings Debt or (z) any issuance or
     sale by Holdings or the Borrower of any Capital Stock of Holdings or the
     Borrower or any capital contribution to Holdings or the Borrower (but only
     to the extent, in the case of this clause (z), that such proceeds are not
     required to be applied to prepay Term Loans or Foreign Term Loans pursuant
     to clause (d) of Section 3.1.1), (A) directly or indirectly make any
     payment or prepayment of principal of, or make any payment of interest on,
     any Subordinated Notes or Permitted Subordinated Debt, on any day other
     than the stated, scheduled date for such payment or prepayment set forth
     in the Subordinated Notes, the Subordinated Note Indenture, or the
     Permitted Subordinated Debt Documents, as applicable, or which would
     violate the subordination provisions of the Subordinated Notes, the
     Subordinated Note Indenture or the Permitted Subordinated Debt, or (B)
     redeem, purchase or defease any Subordinated Notes, or Permitted
     Subordinated Debt, or (ii) except with the proceeds of (w) any Permitted
     Senior Debt, (x) any Permitted Subordinated Debt, (y) any Permitted
     Holdings Debt or (z) any issuance or sale by Holdings or the Borrower of
     any Capital Stock of Holdings or the Borrower or any capital contribution
     to Holdings or the Borrower (but only to the extent, in the case of this
     clause (z), that such proceeds are not required to be applied to prepay
     Term Loans or Foreign Term Loans pursuant to clause (d) of Section 3.1.1),
     directly or indirectly make any voluntary prepayment of principal of, make
     any voluntary prepayment of interest on, or voluntarily redeem, purchase
     or defease, any Second Lien Notes or Permitted Senior Debt;


(the foregoing prohibited acts referred to in clauses (a) and (b) above are
herein collectively referred to as "Restricted Payments"); provided that

          (c) notwithstanding the provisions of clauses (a) and (b) above, the
     Borrower shall be permitted to make Restricted Payments to Holdings to the
     extent necessary to enable Holdings to


                                      91
<PAGE>


               (i) pay its overhead expenses (including advisory fees in an
          amount not to exceed $500,000 in the aggregate in any Fiscal Year) in
          an amount not to exceed $2,000,000 in the aggregate in any Fiscal
          Year;

               (ii) pay taxes;

               (iii) so long as (A) no Default shall have occurred and be
          continuing on the date such Restricted Payment is declared or to be
          made, nor would a Default result from the making of such Restricted
          Payment, (B) after giving effect to the making of such Restricted
          Payment, the Borrower shall be in pro forma compliance with the
          covenant set forth in clause (b) of Section 7.2.4 for the most recent
          full Fiscal Quarter immediately preceding the date of the making of
          such Restricted Payment for which the relevant financial information
          has been delivered pursuant to clause (a) or clause (b) of Section
          7.1.1, and (C) an Authorized Officer of the Borrower shall have
          delivered a certificate to the Administrative Agent in form and
          substance satisfactory to the Administrative Agent (including a
          calculation of the Borrower's pro forma compliance with the covenant
          set forth in clause (b) of Section 7.2.4 in reasonable detail)
          certifying as to the accuracy of clauses (c)(iii)(A) and (c)(iii)(B)
          above, repurchase, redeem or otherwise acquire or retire for value
          any Capital Stock of Holdings, or any warrant, option or other right
          to acquire any such Capital Stock of Holdings, held by any director,
          any member of management or an employee of the Borrower or any of the
          Restricted Subsidiaries pursuant to any employment agreement,
          management equity subscription agreement, restricted stock plan,
          stock option agreement or other similar arrangement so long as the
          total amount of such repurchases, redemptions, acquisitions,
          retirements and payments shall not exceed (I) $7,500,000 in any
          calendar year, subject to a maximum amount of $15,000,000 after the
          Effective Date; plus (II) $7,500,000 (solely to repurchase Capital
          Stock from the chief executive officer of the Borrower after the
          Effective Date); plus (III) the aggregate cash proceeds received by
          the Borrower during such calendar year from any reissuance of Capital
          Stock of Holdings, and warrants, options and other rights to acquire
          Capital Stock of Holdings, by Holdings or the Borrower to directors,
          members of management and employees of the Borrower and the
          Restricted Subsidiaries (to the extent such proceeds are not
          otherwise required to be applied pursuant to clause (e) of Section
          3.1.1); and

               (iv) so long as no Default shall have occurred and be continuing
          on the date such Restricted Payment is made, nor would a Default
          result from the making of such Restricted Payment, make mandatory
          payments of interest on the Holdings Notes and any Permitted Holdings
          Debt on the date when due; and

          (d) notwithstanding the provisions of clauses (a) and (b) above, the
     Borrower shall be permitted to make the Borrower Transaction Restricted
     Payments.

     SECTION 7.2.7 Capital Expenditures, etc. With respect to Capital
Expenditures, the parties covenant and agree as follows:


                                      92
<PAGE>


          (a) The Borrower will not, and will not permit any of the Restricted
     Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal
     Year, except Capital Expenditures of the Borrower and the Restricted
     Subsidiaries, not to exceed an amount (the "Base Amount") equal to (i)
     $40,000,000 in such Fiscal Year; plus (ii) an aggregate amount in addition
     to the Base Amount after the Effective Date equal to $50,000,000; provided
     that, to the extent the Base Amount exceeds the aggregate amount of
     Capital Expenditures (other than amounts permitted to be made pursuant to
     clause (a)(ii) above or clause (b) below) actually made during such Fiscal
     Year, such excess amount (up to an aggregate of 50% of the amount of the
     Base Amount for such Fiscal Year) may be carried forward to (but only to)
     the next succeeding Fiscal Year (any such amount to be certified by the
     Borrower to the Administrative Agent in the Compliance Certificate
     delivered for the last Fiscal Quarter of such Fiscal Year, and any such
     amount carried forward to a succeeding Fiscal Year shall be deemed to be
     used prior to the Borrower and the Restricted Subsidiaries using the Base
     Amount for such succeeding Fiscal Year, without giving effect to such
     carry-forward).

          (b) The parties acknowledge and agree that the permitted Capital
     Expenditure level set forth in clause (a) above shall be exclusive of (i)
     the amount of Capital Expenditures actually made with cash capital
     contributions made to the Borrower or any of the Restricted Subsidiaries,
     directly or indirectly, by any Person other than the Borrower and the
     Restricted Subsidiaries, after the Effective Date and specifically
     identified in a certificate delivered by an Authorized Officer of the
     Borrower to the Administrative Agent on or about the time such capital
     contribution or equity issuance is made (but in any event prior to the
     time of the Capital Expenditure made with such capital contribution or
     equity issuance) (provided that, to the extent such cash capital
     contributions or any proceeds from such equity issuance constitute Net
     Equity Proceeds arising from the issuance by Holdings or the Borrower of
     their respective Capital Stock, only that portion of such Net Equity
     Proceeds which is not required to be applied as a prepayment pursuant to
     clause (d) of Section 3.1.1 may be used for Capital Expenditures pursuant
     to this clause (b)) and (ii) any portion of any acquisition that is
     permitted under Section 7.2.5 (other than pursuant to clause (d) thereof)
     that is accounted for as a Capital Expenditure.

     SECTION 7.2.8 Consolidation, Merger, etc. The Borrower will not, and will
not permit any of the Restricted Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with, any other corporation, or purchase or
otherwise acquire all or substantially all of the assets of any Person (or of
any division thereof) except

          (a) any such Restricted Subsidiary (other than a Receivables Co.) may
     liquidate or dissolve voluntarily into, and may merge with and into, the
     Borrower (so long as the Borrower is the surviving corporation of such
     combination or merger) or any other Restricted Subsidiary (other than a
     Receivables Co.), and the assets or Capital Stock of any Restricted
     Subsidiary may be purchased or otherwise acquired by the Borrower or any
     other Restricted Subsidiary; provided that notwithstanding the above, a
     Restricted Subsidiary may only liquidate or dissolve into, or merge with
     and into, another Restricted Subsidiary (other than a Receivables Co.) if,
     after giving effect to such combination or merger, the Borrower continues
     to own (directly or indirectly), and the Administrative


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     Agent continues to have pledged to it pursuant to a Pledge Agreement, a
     percentage of the issued and outstanding shares of Capital Stock (on a
     fully diluted basis) of the Restricted Subsidiary surviving such
     combination or merger that is equal to or in excess of the percentage of
     the issued and outstanding shares of Capital Stock (on a fully diluted
     basis) of the Restricted Subsidiary that does not survive such combination
     or merger that was (immediately prior to the combination or merger) owned
     by the Borrower or pledged to the Administrative Agent;

          (b) so long as no Default has occurred and is continuing or would
     occur after giving effect thereto, the Borrower or any of the Restricted
     Subsidiaries may purchase all or substantially all of the assets of any
     Person (or any division thereof) not then a Restricted Subsidiary, or
     acquire such Person by merger, if permitted (without duplication) pursuant
     to Section 7.2.7 or clause (e), (f), (l), (m) or (p) of Section 7.2.5.

     SECTION 7.2.9 Asset Dispositions, etc. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, sell, transfer, lease, contribute
or otherwise convey, or grant options, warrants or other rights with respect
to, all or any part of its assets, whether now owned or hereafter acquired
(including accounts receivable and Capital Stock of Restricted Subsidiaries) to
any Person, unless:

          (a) such sale, transfer, lease, contribution or conveyance of such
     assets is (i) in the ordinary course of its business (and neither
     constitutes a sale, transfer, lease, contribution or other conveyance of
     all or a substantial part of the Borrower's and the Restricted
     Subsidiaries' assets, taken as a whole, nor is made in connection with a
     Permitted Receivables Transaction) or is of obsolete or worn out property,
     (ii) permitted by Section 7.2.8 or (iii) between the Borrower and one of
     the Restricted Subsidiaries or between Restricted Subsidiaries (other
     than, in either case, a Receivables Co., which shall be governed by clause
     (f));

          (b) such sale, transfer, lease, contribution or conveyance
     constitutes (i) an Investment permitted under Section 7.2.5, (ii) a Lien
     permitted under Section 7.2.3, or (iii) a Restricted Payment permitted
     under Section 7.2.6;

          (c) (i) such sale, transfer, lease, contribution or conveyance of
     such assets is for fair market value and the consideration consists of no
     less than 75% in cash or is a Lien permitted under clause (h)(iii) of
     Section 7.2.3, (ii) the Net Disposition Proceeds received from such assets
     does not exceed (individually or in the aggregate) (A) in the case of any
     of the assets described in Item 7.2.9(c) of the Disclosure Schedule,
     $30,000,000 after the Effective Date and (B) in the case of assets other
     than those described in the immediately preceding subclause (ii)(A),
     $50,000,000 after the Effective Date and (iii) an amount equal to the Net
     Disposition Proceeds generated from such sale, transfer, lease (except
     leases or subleases pursuant to clause (i) of Section 7.2.3), contribution
     or conveyance, is reinvested in the Business of the Borrower and the
     Restricted Subsidiaries or, to the extent required thereunder, is applied
     to prepay the Loans pursuant to the terms of Section 3.1.1 and Section
     3.1.2;


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          (d) such sale, transfer, lease, contribution or conveyance results
     from a casualty or condemnation in respect of such property or assets;

          (e) such sale, transfer or conveyance consists of the sale or
     discount of overdue accounts receivable in the ordinary course of
     business, but only in connection with the compromise or collection
     thereof; or

          (f) such sale, transfer or conveyance is of Accounts and related
     assets and is made pursuant to a Permitted Receivables Transaction.

     SECTION 7.2.10 Modification of Certain Agreements. Without the prior
written consent of the Required Lenders, the Borrower will not, and will not
permit any of the Restricted Subsidiaries to, consent to any amendment,
supplement, amendment and restatement, waiver or other modification of any of
the terms or provisions contained in, or applicable to, any Material Document
or any documents, instruments and agreements delivered in connection with a
Permitted Receivables Transaction ("Permitted Receivables Transaction
Documents") or any schedules, exhibits or agreements related thereto (the
"Restricted Agreements"), in each case which would (a) materially adversely
affect the rights or remedies of the Lenders, or the Borrower's or any other
Obligor's ability to perform hereunder or under any Loan Document or (b) except
in the case of any Permitted Receivables Transaction Document, increase the
principal amount of, or increase the interest rate on, or add or increase any
fee with respect to any Other Transaction Indebtedness, any Permitted
Subordinated Debt any Permitted Senior Debt or any such Restricted Agreement,
advance any dates upon which payments of principal or interest are due thereon
or change any of the covenants with respect thereto in a manner which is more
restrictive to the Borrower or any of the Restricted Subsidiaries or (c) in the
case of the Subordinated Notes, the Subordinated Note Indenture or any
Permitted Subordinated Debt Document, change the subordination provisions
thereof (including any default or conditions to an event of default relating
thereto), or change any collateral therefor (other than to release such
collateral), if (in the case of this clause (c)), the effect of such amendment
or change, individually or together with all other amendments or changes made,
is to increase the obligations of the obligor thereunder or to confer any
additional rights on the holders of such Subordinated Notes or such Permitted
Subordinated Debt (or a trustee or other representative on their behalf). The
Borrower agrees that it will not, and not permit any of its Restricted
Subsidiaries to, in connection with the exercise of any right or remedy, as a
secured creditor, with respect to any Common Collateral (as defined in the
Intercreditor Agreement) by the Trustee (as defined in the Intercreditor
Agreement) or the Noteholders (as defined in the Intercreditor Agreement),
transfer, deliver or pay, as applicable, to the Trustee or any Noteholder any
Common Collateral or any proceeds of Common Collateral in contravention of the
Intercreditor Agreement.

     SECTION 7.2.11 Transactions with Affiliates. The Borrower will not, and
will not permit any of the Restricted Subsidiaries to, enter into, or cause,
suffer or permit to exist any arrangement or contract with any of its other
Affiliates (other than any Obligor or any other Restricted Subsidiary of the
Borrower) unless such arrangement or contract is fair and equitable to the
Borrower or such Restricted Subsidiary and is an arrangement or contract of the
kind which would be entered into by a prudent Person in the position of the
Borrower or such Restricted Subsidiary with a Person which is not one of its
Affiliates; provided that the Borrower


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<PAGE>


and the Restricted Subsidiaries shall be permitted to (i) enter into and
perform their obligations, or take any actions contemplated or permitted, under
the Loan Documents or the Other Transaction Documents or in connection with any
Permitted Receivables Transaction, (ii) make any Restricted Payment permitted
under Section 7.2.6 and (iii) enter into and perform their obligations under
arrangements with CSFB and its Affiliates for underwriting, investment banking
and advisory services (including payments of the fees in respect of advisory
services referred to in clause (c)(i) of Section 7.2.6) on usual and customary
terms, (iv) make payment of reasonable and customary fees and reimbursement of
expenses payable to directors of Holdings, (v) enter into employment
arrangements with respect to the procurement of services of directors, officers
and employees in the ordinary course of business and pay reasonable fees in
connection therewith and (vi) consummate the Transaction.

     SECTION 7.2.12 Negative Pledges, Restrictive Agreements, etc. The Borrower
will not, and will not permit any of the Restricted Subsidiaries to, enter into
any agreement prohibiting:

          (a) the (i) creation or assumption of any Lien upon its properties,
     revenues or assets, whether now owned or hereafter acquired securing any
     Obligations or any senior refinancing thereof (other than (w) in the case
     of any assets acquired with the proceeds of any Indebtedness permitted
     under clause (c) of Section 7.2.2, customary limitations and prohibitions
     contained in such Indebtedness, (x) in the case of any Indebtedness
     permitted under clauses (f), (h), (i) and (j) of Section 7.2.2, customary
     limitations in respect of the Foreign Subsidiaries of the Borrower that
     are Restricted Subsidiaries that shall have incurred such Indebtedness and
     its assets, (y) any provision of any agreement or document related to the
     Second Lien Notes or any Permitted Senior Debt Document requiring that a
     Lien securing such Second Lien Notes or Permitted Senior Debt (junior to
     the Liens securing the Obligations or any such refinancing and subject to
     the Intercreditor Agreement) be granted on any property or assets of the
     Borrower or any Restricted Subsidiary that are subject to a Lien securing
     the Obligations or any such refinancing thereof and (z) in the case of
     Permitted Receivables Transactions, customary limitations in respect of
     Accounts and related assets sold or transferred to, or in respect of which
     interests are sold or transferred to, or on which Liens are granted to, a
     Receivables Co. in connection with a Permitted Receivables Transaction),
     or (ii) ability of the Borrower or any other Obligor to amend or otherwise
     modify this Agreement or any other Loan Document; or

          (b) any Restricted Subsidiary (other than a Receivables Co.) from
     making any payments, directly or indirectly, to the Borrower by way of
     dividends, advances, repayments of loans or advances, reimbursements of
     management and other intercompany charges, expenses and accruals or other
     returns on investments, or any other agreement or arrangement which
     restricts the ability of any such Restricted Subsidiary to make any
     payment, directly or indirectly, to the Borrower (other than customary
     limitations and prohibitions in any Indebtedness permitted under clauses
     (b), (f), (h), (i) and (j) of Section 7.2.2 that are applicable to the
     Restricted Subsidiary of the Borrower that has incurred such Indebtedness
     and its assets; provided that such limitations shall be limited solely to
     such Restricted Subsidiary (and any of its Subsidiaries) and its (and
     their) assets).


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     SECTION 7.2.13 Securities of Subsidiaries. The Borrower will not permit
any Restricted Subsidiary to issue any Capital Stock (whether for value or
otherwise) to any Person other than the Borrower or another Subsidiary of the
Borrower that is a Restricted Subsidiary.

     SECTION 7.2.14 Sale and Leaseback. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, enter into any agreement or
arrangement with any other Person providing for the leasing by the Borrower or
any of the Restricted Subsidiaries of real or personal property which has been
or is to be sold or transferred by the Borrower or any of the Restricted
Subsidiaries to such other Person or to any other Person to whom funds have
been or are to be advanced by such Person on the security of such property or
rental obligations of the Borrower or any of the Restricted Subsidiaries.

                                 ARTICLE VIII

                               EVENTS OF DEFAULT

     SECTION 8.1 Listing of Events of Default. Each of the following events or
occurrences described in this Section 8.1 shall constitute an "Event of
Default".

     SECTION 8.1.1 Non-Payment of Obligations. (a) The Borrower shall default
in the payment or prepayment of any principal of any Loan when due or any
Reimbursement Obligations or any deposit of cash for collateral purposes
pursuant to Section 2.6.4, as the case may be, or (b) any Obligor (including
the Borrower) shall default (and such default shall continue unremedied for a
period of three Business Days) in the payment when due of any interest or
commitment fee with respect to the Loans or Commitments or of any other
monetary Obligation.

     SECTION 8.1.2 Breach of Warranty. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate
(including the Effective Date Certificate) furnished by or on behalf of the
Borrower or any other Obligor to the Administrative Agent, the Issuer or any
Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered pursuant to this
Agreement) is or shall be incorrect when made in any material respect.

     SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations. The
Borrower shall default in the due performance and observance of any of its
obligations under clause (e) of Section 7.1.1 or Sections 7.1.9, 7.1.10 or 7.2
(other than Section 7.2.1).

     SECTION 8.1.4 Non-Performance of Other Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent at
the direction of the Required Lenders.

     SECTION 8.1.5 Default on Other Indebtedness. A default shall occur (i) in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in Section 8.1.1, of the Borrower or any of the


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Restricted Subsidiaries (other than a Receivables Co.) or Holdings having a
principal amount, individually or in the aggregate for Holdings, the Borrower
and the Restricted Subsidiaries, in excess of $7,500,000, or (ii) a default
shall occur in the performance or observance of any obligation or condition
with respect to such Indebtedness having a principal amount, individually or in
the aggregate, in excess of $7,500,000 if the effect of such default is to
accelerate the maturity of any such Indebtedness or such default shall continue
unremedied for any applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such holders, to
cause such Indebtedness to become due and payable prior to its expressed
maturity.

     SECTION 8.1.6 Judgments. Any judgment or order for the payment of money in
excess of $7,500,000 in the aggregate for Holdings, the Borrower and the
Restricted Subsidiaries (not covered by insurance from a responsible insurance
company that is not denying its liability with respect thereto) (other than a
Receivables Co.) shall be rendered against the Borrower or any of the
Restricted Subsidiaries or Holdings and remain unvacated and unpaid and either
(i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order, or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect.

     SECTION 8.1.7 Pension Plans. Any of the following events shall occur with
respect to any Pension Plan (i) the termination of any Pension Plan if, as a
result of such termination, the Borrower would be required to make a
contribution to such Pension Plan, or would reasonably expect to incur a
liability or obligation to such Pension Plan, in excess of $7,500,000, or (ii)
a contribution failure occurs with respect to any Pension Plan sufficient to
give rise to a Lien under Section 302(f) of ERISA in an amount in excess of
$7,500,000.

     SECTION 8.1.8 Change in Control. Any Change in Control shall occur.

     SECTION 8.1.9 Bankruptcy, Insolvency, etc. The Borrower or any of the
Restricted Subsidiaries (other than Restricted Subsidiaries that are not
Material Subsidiaries) or Holdings shall

          (a) become insolvent or generally fail to pay, or admit in writing
     its inability to pay, debts as they become due;

          (b) apply for, consent to, or acquiesce in, the appointment of a
     trustee, receiver, sequestrator or other custodian for the Borrower or any
     of the Restricted Subsidiaries (other than Restricted Subsidiaries that
     are not Material Subsidiaries) or Holdings or any material property of any
     thereof, or make a general assignment for the benefit of creditors;

          (c) in the absence of such application, consent, acquiescence or
     assignment, permit or suffer to exist the appointment of a trustee,
     receiver, sequestrator or other custodian for the Borrower or any of the
     Restricted Subsidiaries (other than Restricted Subsidiaries that are not
     Material Subsidiaries) or Holdings or for a substantial part of the
     property of any thereof, and such trustee, receiver, sequestrator or other
     custodian shall not be discharged within 60 days, provided that the
     Borrower, each such Restricted


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     Subsidiary and Holdings hereby expressly authorizes the Administrative
     Agent, the Issuers and each Lender to appear in any court conducting any
     relevant proceeding during such 60-day period to preserve, protect and
     defend their rights under the Loan Documents;

          (d) permit or suffer to exist the commencement of any bankruptcy,
     reorganization, debt arrangement or other case or proceeding under any
     bankruptcy or insolvency law, or any dissolution, winding up or
     liquidation proceeding, in respect of the Borrower or any of the
     Restricted Subsidiaries (other than Restricted Subsidiaries that are not
     Material Subsidiaries) or Holdings, and, if any such case or proceeding is
     not commenced by the Borrower or such Restricted Subsidiary or Holdings,
     such case or proceeding shall be consented to or acquiesced in by the
     Borrower or such Restricted Subsidiary or Holdings or shall result in the
     entry of an order for relief or shall remain for 60 days undismissed,
     provided that the Borrower and each such Restricted Subsidiary and
     Holdings hereby expressly authorizes the Administrative Agent, the Issuers
     and each Lender to appear in any court conducting any such case or
     proceeding during such 60-day period to preserve, protect and defend their
     rights under the Loan Documents; or

          (e) take any action (corporate or otherwise) authorizing, or in
     furtherance of, any of the foregoing.

     SECTION 8.1.10 Impairment of Security, etc. Any Loan Document, or any Lien
granted thereunder, shall (except in accordance with its terms or pursuant to
an agreement of the parties thereto), in whole or in part, terminate, cease to
be in full force and effect or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto; the Borrower or any other
Obligor shall, directly or indirectly, contest in any manner the effectiveness,
validity, binding nature or enforceability thereof; or any Lien securing any
Obligation shall, in whole or in part, cease to be a perfected first priority
Lien, subject only to those exceptions expressly permitted by the Loan
Documents, except to the extent any event referred to above (a) relates to
assets of the Borrower or any of the Restricted Subsidiaries which are
immaterial, (b) results from the failure of the Administrative Agent to
maintain possession of certificates representing securities pledged under any
Pledge Agreement or to file continuation statements under the UCC of any
applicable jurisdiction or (c) is covered by a lender's title insurance policy
and the relevant insurer promptly after the occurrence thereof shall have
acknowledged in writing that the same is covered by such title insurance
policy.

     SECTION 8.1.11 Subordinated Notes and Permitted Subordinated Debt. The
subordination provisions relating to the Subordinated Notes, or any Permitted
Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable
by the Lenders (which have not effectively waived the benefits thereof) in
accordance with the terms thereof, or the principal or interest on any Loan,
Reimbursement Obligation or other Obligations shall fail to constitute
"designated senior debt" (or any other similar term) under any document,
instrument or agreement evidencing such Subordinated Notes or Permitted
Subordinated Debt; or the Borrower or any of its Subsidiaries shall, directly
or indirectly, disavow or contest in any manner (i) the effectiveness, validity
or enforceability of any of the Subordination Provisions, or (ii) that any of
such Subordination Provisions exist for the benefit of the Secured Parties.


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     SECTION 8.2 Action if Bankruptcy, etc. If any Event of Default described
in clauses (b), (c) and (d) of Section 8.1.9 shall occur with respect to any
Obligor (other than Subsidiaries that are not Material Subsidiaries), the
Commitments (if not theretofore terminated) shall automatically terminate and
the outstanding principal amount of all outstanding Loans and all other
Obligations (including Reimbursement Obligations) shall automatically be and
become immediately due and payable, without notice or demand and the Borrower
shall automatically and immediately be obligated to deposit with the
Administrative Agent cash collateral in an amount equal to all Letter of Credit
Outstandings.

     SECTION 8.3 Action if Other Event of Default. If any Event of Default
(other than an Event of Default described in clauses (b), (c) and (d) of
Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not
Material Subsidiaries)) shall occur for any reason, whether voluntary or
involuntary, and be continuing, the Administrative Agent, upon the direction of
the Required Lenders, shall by notice to the Borrower declare all or any
portion of the outstanding principal amount of the Loans and other Obligations
(including Reimbursement Obligations) to be due and payable, require the
Borrower to provide cash collateral to be deposited with the Administrative
Agent in an amount equal to the undrawn amount of all Letters of Credit
outstanding and/or declare the Commitments (if not theretofore terminated) to
be terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitments shall terminate and the Borrower
shall deposit with the Administrative Agent cash collateral in an amount equal
to all Letters of Credit Outstandings.

                                  ARTICLE IX

                     THE ADMINISTRATIVE AGENT; OTHER AGENTS

     SECTION 9.1 Actions. Each Lender hereby appoints CSFB as its
Administrative Agent under and for purposes of this Agreement and each other
Loan Document. The Existing Administrative Agent, without representation,
warranty or recourse, hereby irrevocably assigns to the Administrative Agent
for the benefit of the Secured Parties all outstanding Liens, pledges, security
interests and mortgages granted to it as Existing Administrative Agent by any
Obligor pursuant to any Loan Document (as defined in the Existing Credit
Agreement), and the Administrative Agent hereby accepts such assignment. In
furtherance of the foregoing, the Existing Administrative Agent hereby (i)
agrees, at the expense of the Borrower, (x) to deliver to the Administrative
Agent, without representation, warranty or recourse, all Collateral (as defined
in any Security Document (as defined in the Existing Credit Agreement)) held by
it under any such Security Document and (y) to execute and deliver, without
representation, warranty or recourse, such documents as the Administrative
Agent shall reasonably request to evidence such assignment and (ii) authorizes
the Administrative Agent to file, with respect to any outstanding financing
statement in respect of such Liens that names the Existing Administrative Agent
as secured party, in the applicable filing office, an assignment to the
Administrative Agent of such financing statement. Each Lender authorizes the
Administrative Agent to act on behalf of such Lender under this Agreement and
each other Loan Document and, in the absence of other written instructions from
the Required Lenders received from time to time by the Administrative Agent
(with respect to which the Administrative Agent agrees that it will comply,
except as otherwise


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<PAGE>


provided in this Section or as otherwise advised by counsel), to exercise such
powers hereunder and thereunder as are specifically delegated to or required of
the Administrative Agent by the terms hereof and thereof, together with such
powers as may be reasonably incidental thereto. Each Lender hereby indemnifies
(which indemnity shall survive any termination of this Agreement) the
Administrative Agent, ratably in accordance with their respective Term Loans
and Foreign Term Loans outstanding and Commitments (or, if no Term Loans or
Foreign Term Loans or Commitments are at the time outstanding and in effect,
then ratably in accordance with the principal amount of Term Loans and Foreign
Term Loans held by such Lender, and their respective Commitments as in effect
in each case on the date of the termination of this Agreement), from and
against any and all liabilities, obligations, losses, damages, claims, costs or
expenses of any kind or nature whatsoever which may at any time be imposed on,
incurred by, or asserted against, the Administrative Agent in any way relating
to or arising out of this Agreement and any other Loan Document, including
reasonable attorneys' fees, and as to which the Administrative Agent is not
reimbursed by the Borrower or any other Obligor (and without limiting the
obligation of the Borrower or any other Obligor to do so); provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final order to have resulted from the
Administrative Agent's gross negligence or willful misconduct. The
Administrative Agent shall not be required to take any action hereunder or
under any other Loan Document, or to prosecute or defend any suit in respect of
this Agreement or any other Loan Document, unless it is indemnified hereunder
to its satisfaction. If any indemnity in favor of the Administrative Agent
shall be or become, in the Administrative Agent's determination, inadequate,
the Administrative Agent may call for additional indemnification from the
Lenders and cease to do the acts indemnified against hereunder until such
additional indemnity is given. The Borrower and the Lenders agree that the
Administrative Agent may delegate any of its duties under this Agreement to any
of its Affiliates. Any such Affiliate (and such Affiliate's directors,
officers, agents and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification, waiver
and other protective provisions to which the Administrative Agent is entitled
under Articles IX and X.

     SECTION 9.2 Funding Reliance, etc. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 4:00
p.m., New York time, on the day prior to a Borrowing or disbursement with
respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will
not make available the amount which would constitute its Percentage of such
Borrowing on the date specified therefor, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent
and, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender severally
agrees, and the Borrower agrees, to repay the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date the Administrative Agent made such amount available to the
Borrower to the date such amount is repaid to the Administrative Agent, at the
interest rate applicable at the time to Loans comprising such Borrowing.

SECTION 9.3 Exculpation; Notice of Default. (a) Neither the Administrative
Agent or any Issuer nor any of their respective directors, officers, employees
or agents, shall be liable to any Lender for any action taken or omitted to be
taken by it under this Agreement or any other


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Loan Document, or in connection herewith or therewith, except for its own
willful misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor for
the creation, perfection or priority of any Liens purported to be created by
any of the Loan Documents, or the validity, genuineness, enforceability,
existence, value or sufficiency of any collateral security, nor to make any
inquiry respecting the performance by the Borrower of its obligations hereunder
or under any other Loan Document. Any such inquiry which may be made by the
Administrative Agent or any Issuer shall not obligate it to make any further
inquiry or to take any action. The Administrative Agent and each Issuer shall
be entitled to rely upon advice of counsel concerning legal matters and upon
any notice, consent, certificate, statement or writing which the Administrative
Agent or such Issuer, as applicable, believes to be genuine and to have been
presented by a proper Person.

          (b) The Administrative Agent shall not be deemed to have knowledge or
     notice of the occurrence of any Default or Event of Default hereunder
     unless the Administrative Agent has received written notice from a Lender
     or the Borrower referring to this Agreement describing such Default or
     Event of Default and stating that such notice is a "notice of default". In
     the event that the Administrative Agent receives such a notice, the
     Administrative Agent shall give prompt notice thereof to the Lenders.

     SECTION 9.4 Successor. The Administrative Agent may resign as such at any
time upon at least 30 days' prior notice to the Borrower and all Lenders. If
the Administrative Agent at any time shall resign, the Required Lenders may,
with the prior consent of the Borrower (which consent shall not be unreasonably
withheld), appoint another Lender as a successor Administrative Agent, which
shall thereupon become the Administrative Agent hereunder. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the United States or a United States
branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from
the retiring Administrative Agent such documents of transfer and assignment as
such successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of (i) this Article IX shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Administrative
Agent under this Agreement, and (ii) Section 10.3 and Section 10.4 shall
continue to inure to its benefit.

     SECTION 9.5 Credit Extensions by the Administrative Agent and Issuers. The
Administrative Agent and each Issuer shall have the same rights and powers with
respect to (x)(i) in the case of the Administrative Agent, the Credit
Extensions made by it or any of its Affiliates and (ii) in the case of an
Issuer, the Loans made by it or any of its Affiliates, and (y) the Notes held
by it or any of its Affiliates as any other Lender and may exercise the same as


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if it were not the Administrative Agent or an Issuer. The Administrative Agent,
each Issuer and each and each of their respective Affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Borrower or any Subsidiary or Affiliate of the Borrower as if such Agent or
Issuer were not the Administrative Agent or Issuer hereunder.

     SECTION 9.6 Credit Decisions. Each Lender acknowledges that it has,
independently of the Administrative Agent, each Issuer and each other Lender,
and based on such Lender's review of the financial information of the Borrower,
this Agreement, the other Loan Documents (the terms and provisions of which
being satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of the Administrative Agent, each Issuer and each other Lender,
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

     SECTION 9.7 Copies, etc. The Administrative Agent shall give prompt notice
to each Lender of each notice or request required or permitted to be given to
the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
received for such Lender's account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement.

     SECTION 9.8 The Administrative Agent. Notwithstanding anything else to the
contrary contained in this Agreement or any other Loan Document, the
Administrative Agent, in its capacity as such, shall have no duties or
responsibilities under this Agreement or any other Loan Document nor any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent, in such
capacity, except as are explicitly set forth herein or in the other Loan
Documents.

     SECTION 9.9 Syndication Agents; Lead Arranger. Neither the Syndication
Agents nor the Lead Arranger shall have any right, power, obligation,
liability, responsibility or duty under this Agreement (or any other Loan
Document) other than those applicable to all Lenders as such. Without limiting
the foregoing, neither the Syndication Agents nor the Lead Arranger shall have
or be deemed to have any fiduciary relationship with any other Lender. Each
Lender acknowledges that it has not relied, and will not rely, on the
Syndication Agents or the Lead Arranger in deciding to enter into this
Agreement and each other Loan Document to which it is a party or in taking or
not taking action hereunder or thereunder.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     SECTION 10.1 Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such


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amendment, modification or waiver is in writing and consented to by the
Borrower and each Obligor party thereto and by the Required Lenders; provided,
however, that (i) any such amendment, modification or waiver required to give
effect to any Additional Term Loan Commitment or Foreign Loan Commitment shall
not require the consent of any Lender other than, and shall require the consent
of, any Lender that has agreed to provide any such Additional Term Loan
Commitment or Foreign Loan Commitment and (ii) any such amendment, modification
or waiver of the type set forth below shall require the consent of the Person
or Persons described below for such amendment, modification or waiver:

          (a) Unless consented to by each Lender, no such amendment,
     modification or waiver shall be effective if it would modify any
     requirement hereunder that any particular action be taken by all the
     Lenders or by the Required Lenders, release Holdings from its obligations
     under the Holdings Guaranty and Pledge Agreement, release any Subsidiary
     Guarantor that is a Material Subsidiary from its obligations under the
     Subsidiary Guaranty (except as otherwise provided in the Subsidiary
     Guaranty), or release all or substantially all of the collateral security
     (except in each case as otherwise specifically provided in this Agreement,
     any such Subsidiary Guaranty or a Pledge Agreement or Mortgage).

          (b) Unless consented to by each Lender with respect to any Tranche of
     Loans or Commitments, modify any requirement hereunder that any particular
     action be taken by all Lenders with respect to such Tranche of Loans or
     Commitments.

          (c) Unless consented to by each Lender adversely affected thereby, no
     such amendment, modification or waiver shall be effective if it would
     modify this Section 10.1, or clause (i) of Section 10.10, change the
     definition of "Required Lenders", increase any Commitment Amount or the
     Percentage of any Lender (other than pursuant Section 2.2.2), reduce any
     fees described in Section 3.3 (other than the administration fee referred
     to in Section 3.3.2) or extend any Commitment Termination Date.

          (d) No such amendment, modification or waiver shall be effective if
     it would extend the Stated Maturity Date for any Loan or reduce the
     principal amount of or rate of interest on or fees payable in respect of
     any Loan or any Reimbursement Obligations (which shall in each case
     include the conversion of all or any part of the Obligations into equity
     of any Obligor), unless such amendment, modification or waiver shall have
     been consented to by the Lender which has made such Loan or, in the case
     of a Reimbursement Obligation, the Issuer owed, and those Lenders
     participating in, such Reimbursement Obligation.

          (e) No such amendment, modification or waiver shall be effective if
     it would affect adversely the interests, rights or obligations of any
     Agent, Issuer or Lead Arranger (in its capacity as Agent, Issuer or Lead
     Arranger), unless such amendment, modification or waiver shall have been
     consented to by such Agent, Issuer or Lead Arranger, as the case may be.

          (f) No such amendment, modification or waiver shall be effective if
     it would amend, modify or waive the provisions of clause (a)(i) of Section
     3.1.1 or clause (b) of


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     Section 3.1.2 or effect any amendment, modification or waiver that by its
     terms adversely affects the rights of Lenders participating in any Tranche
     differently from those of Lenders participating in other Tranches, unless
     such amendment, modification or waiver shall have been consented to by the
     holders of at least a majority of the aggregate amount of Loans
     outstanding under the Tranche or Tranches so affected by such
     modification, or, in the case of a modification affecting the Revolving
     Loan Commitments or the Foreign Revolving Loan Commitments of any Tranche,
     the Lenders holding more than 50% of the Revolving Loan Commitments or
     Foreign Revolving Loan Commitments of such Tranche, as the case may be.

No failure or delay on the part of the Administrative Agent, any Issuer, any
Lender or any other Secured Party in exercising any power or right under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Borrower in any case shall entitle it to any
notice or demand in similar or other circumstances. No waiver or approval by
the Administrative Agent, any Issuer or any Lender under this Agreement or any
other Loan Document shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval
hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.

     SECTION 10.2 Notices; Time. All notices and other communications provided
under any Loan Document shall be in writing or by facsimile and addressed,
delivered or transmitted, if to the Borrower, the Administrative Agent, a
Lender or an Issuer, to the applicable Person at its address or facsimile
number set forth on Schedule II hereto or set forth in the applicable Lender
Assignment Agreement, or at such other address or facsimile number as may be
designated by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when the
confirmation of transmission thereof is received by the transmitter. Electronic
mail and Internet and intranet websites may be used only to distribute routine
communications by the Administrative Agent to the Lenders, such as financial
statements and other information as provided in Section 7.1.1 and for the
distribution and execution of Loan Documents for execution by the parties
thereto, and may not be used for any other purpose. The parties hereto agree
that delivery of an executed counterpart of a signature page to this Agreement
and any other Loan Document by facsimile (or electronic transmission) shall be
effective as delivery of an original executed counterpart of this Agreement or
such other Loan Document. Unless otherwise indicated, all references to the
time of a day in a Loan Document shall refer to New York time.

     SECTION 10.3 Payment of Costs and Expenses. The Borrower agrees to pay on
demand all reasonable expenses of the Lead Arranger and the Administrative
Agent (including the reasonable fees and out-of-pocket expenses of a single
firm of counsel to the Administrative Agent and of local or foreign counsel, if
any, who may be retained by counsel to the Administrative Agent) in connection
with


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          (a) the syndication by the Lead Arranger of the Loans, the
     negotiation, preparation, execution and delivery of this Agreement and of
     each other Loan Document, including schedules and exhibits, and any
     amendments, waivers, consents, supplements or other modifications to this
     Agreement or any other Loan Document as may from time to time hereafter be
     required, whether or not the transactions contemplated hereby are
     consummated;

          (b) the filing, recording, refiling or rerecording of each Mortgage
     (or amendments thereto) and each Pledge Agreement and/or any UCC financing
     statements relating thereto and all amendments, supplements and
     modifications to any thereof and any and all other documents or
     instruments of further assurance required to be filed or recorded or
     refiled or rerecorded by the terms hereof or of such Mortgage or Pledge
     Agreement; and

          (c) the preparation and review of the form of any document or
     instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Administrative Agent, the
Issuers and the Lenders harmless from all liability for, any stamp or other
similar taxes which may be payable in connection with the execution or delivery
of this Agreement, the Credit Extensions made hereunder or the issuance of any
Notes or Letters of Credit or any other Loan Documents. The Borrower also
agrees to reimburse the Administrative Agent, each Issuer and each Lender upon
demand for all reasonable out-of-pocket expenses (including reasonable
attorneys' fees and legal expenses) incurred by the Administrative Agent, such
Issuer or such Lender in connection with (x) the negotiation of any
restructuring or "work-out", whether or not consummated, of any Obligations and
(y) the enforcement of any Obligations.

     SECTION 10.4 Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby, to the fullest extent permitted under applicable law,
indemnifies, exonerates and holds the Administrative Agent, each Issuer, the
Lead Arranger and each Lender and each of their respective Affiliates, and each
of their respective partners, officers, directors, employees and agents, and
each other Person controlling any of the foregoing within the meaning of either
Section 15 of the Securities Act of 1933, as amended, or Section 20 of the
Securities Exchange Act of 1934, as amended (collectively, the "Indemnified
Parties"), free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses actually
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements (collectively, the
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

          (a) any transaction financed or to be financed in whole or in part,
     directly or indirectly, with the proceeds of any Credit Extension;

          (b) the entering into and performance of this Agreement and any other
     Loan Document by any of the Indemnified Parties (excluding any successful
     action brought by


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     or on behalf of the Borrower as the result of any failure by any Lender to
     make any Credit Extension hereunder);

          (c) any investigation, litigation or proceeding related to any
     acquisition or proposed acquisition by the Borrower or any of its
     Subsidiaries of all or any portion of the Capital Stock or assets of any
     Person, whether or not the Administrative Agent, such Issuer, such Lead
     Arranger or such Lender is party thereto;

          (d) any alleged or actual investigation, litigation or proceeding
     related to any environmental cleanup, audit or noncompliance with or
     liability under any Environmental Law relating to the use, ownership or
     operation by Holdings, the Borrower or any of their respective
     Subsidiaries of any Hazardous Material; or

          (e) the presence on or under, or the escape, seepage, leakage,
     spillage, discharge, emission or release from, any real property owned or
     operated by Holdings, the Borrower or any Subsidiary thereof of any
     Hazardous Material present on or under such property in a manner giving
     rise to liability at or prior to the time Holdings, the Borrower or such
     Subsidiary owned or operated such property (including any losses,
     liabilities, damages, injuries, costs, expenses or claims asserted or
     arising under any Environmental Law), regardless of whether caused by, or
     within the control of, Holdings, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's
gross negligence or willful misconduct or any Hazardous Materials that are
manufactured, emitted, generated, treated, released, stored or disposed of on
any real property of the Borrower or any of its Subsidiaries or any violation
of Environmental Law that occurs on or with respect to any real property of the
Borrower or any of its Subsidiaries to the extent occurring after such real
property is transferred to any Indemnified Person or its successor by
foreclosure sale, deed in lieu of foreclosure, or similar transfer, except to
the extent such manufacture, emission, release, generation, treatment, storage
or disposal or violation is actually caused by Holdings, the Borrower or any of
the Borrower's Subsidiaries. The Borrower and its permitted successors and
assigns hereby waive, release and agree not to make any claim, or bring any
cost recovery action against, the Administrative Agent, any Issuer, the Lead
Arranger or any Lender under CERCLA or any state equivalent, or any similar law
now existing or hereafter enacted, except to the extent arising out of the
gross negligence or willful misconduct of any Indemnified Party or arising out
of any Hazardous Materials


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that are manufactured, emitted, generated, treated, released, stored or
disposed of on any real property of the Borrower or any of its Subsidiaries or
any violation of Environmental Law that occurs on or with respect to any real
property of the Borrower or any of its Subsidiaries to the extent occurring
after such real property is transferred to any Indemnified Person or its
successor by foreclosure sale, deed in lieu of foreclosure, or similar
transfer. It is expressly understood and agreed that to the extent that any
Indemnified Party is strictly liable under any Environmental Laws, the
Borrower's obligation to such Indemnified Party under this indemnity shall
likewise be without regard to fault on the part of the Borrower, to the extent
permitted under applicable law, with respect to the violation or condition
which results in liability of such Indemnified Party. Notwithstanding anything
to the contrary herein, the Administrative Agent, each Issuer, the Lead
Arranger and each Lender shall be responsible with respect to any Hazardous
Materials that are manufactured, emitted, generated, treated, released, stored
or disposed of on any real property of the Borrower or any of its Subsidiaries
or any violation of Environmental Law that occurs on or with respect to any
such real property to the extent it occurs after such real property is
transferred to the Administrative Agent, any Issuer, the Lead Arranger or any
Lender or its successor by foreclosure sale, deed in lieu of foreclosure, or
similar transfer, except to the extent such manufacture, emission, release,
generation, treatment, storage or disposal or violation is actually caused by
Holdings, the Borrower or any of the Borrower's Subsidiaries. If and to the
extent that the foregoing undertaking may be unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.

     SECTION 10.5 Survival. The obligations of the Borrower under Sections 4.3,
4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under Sections
4.8 and 9.1, shall in each case survive any termination of this Agreement, the
payment in full of all Obligations and the termination of all Commitments. The
representations and warranties made by the Borrower and each other Obligor in
this Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

     SECTION 10.6 Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

     SECTION 10.7 Headings. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

     SECTION 10.8 Execution in Counterparts Effectiveness, etc. This Agreement
may be executed by the parties hereto in several counterparts, each of which
shall be an original and all of which shall constitute together but one and the
same agreement. This Agreement shall become effective when counterparts hereof
executed on behalf of the Borrower, the Administrative Agent and such Lender
(or notice thereof satisfactory to the Administrative Agent), shall have been
received by the Administrative Agent.

     SECTION 10.9 Governing Law; Entire Agreement. THIS AGREEMENT, ANY NOTES
AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED THEREIN, EACH OTHER LOAN
DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement and the other Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and supersede any prior agreements,
written or oral, with respect thereto.

     SECTION 10.10 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided that (i) the Borrower may not assign or
transfer its rights or obligations hereunder


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without the prior written consent of the Administrative Agent and all Lenders,
and (ii) the rights of sale, assignment and transfer of the Lenders are subject
to Section 10.11.

     SECTION 10.11 Sale and Transfer of Loans, Notes and Commitments;
Participations in Loans, Notes and Commitments. Each Lender may assign, or sell
participations in, its Loans and Commitments to one or more other Persons in
accordance with the terms set forth below.

          (a) Any Lender may, with the consent of (x) the Administrative Agent,
     (y) unless an Event of Default has occurred and is continuing, the
     Borrower and (z) in the case of any assignment of Revolving Loan
     Commitments or participations in Letter of Credit Obligations or Swing
     Line Loans, the Issuers and the Swing Line Lenders (each such consent not
     to be unreasonably withheld or delayed), 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 Commitments and the Loans at
     the time owing to it); provided that:

               (i) except in the case of (A) an assignment of the entire
          remaining amount of the assigning Lender's Commitments and the Loans
          at the time owing to it or (B) an assignment to a Lender or an
          affiliate of a Lender (under common control with such Lender) or an
          Approved Fund with respect to a Lender, the aggregate amount of the
          Commitments (which for this purpose includes Loans outstanding
          thereunder) or principal outstanding balance of the Loans of the
          assigning Lender subject to each such assignment (determined as of
          the date the Lender Assignment Agreement with respect to such
          assignment is delivered to the Administrative Agent) shall not be
          less than $1,000,000, unless the Administrative Agent and, so long as
          no Event of Default has occurred and is continuing, the Borrower
          otherwise consent (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 and/or the
          Commitments assigned, except that this clause (ii) shall not prohibit
          any Lender from assigning all or a portion of its rights and
          obligations among separate Tranches on a non-pro rata basis;

               (iii) the parties to each assignment shall (A) electronically
          execute and deliver to the Administrative Agent and the Borrower a
          Lender Assignment Agreement via an electronic settlement system
          acceptable to the Administrative Agent (which initially shall be
          ClearPar, LLC) or (B) manually execute and deliver to the
          Administrative Agent and the Borrower a Lender Assignment Agreement,
          together with a processing and recordation fee of $3,500 and if the
          Eligible Assignee is not a Lender, administrative details information
          with respect to such Eligible Assignee and applicable tax forms; and

               (iv) notwithstanding the foregoing, the consent of the Borrower
          shall not be required in the case of assignments of Term Loans,
          Additional Term Loans or Foreign Term Loans from a Lender to a
          Related Fund.


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          (b) Subject to acceptance and recording thereof by the Administrative
     Agent pursuant to clause (c), from and after the effective date specified
     in each Lender Assignment Agreement, (i) the Eligible Assignee thereunder
     shall be a party hereto and, to the extent of the interest assigned by
     such Lender Assignment Agreement, have the rights and obligations of a
     Lender under this Agreement, and (ii) the assigning Lender thereunder
     shall, to the extent of the interest assigned by such Lender Assignment
     Agreement, subject to Section 10.5, be released from its obligations under
     this Agreement (and, in the case of a Lender Assignment Agreement 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 any provisions of this Agreement which by
     their terms survive the termination of this Agreement). Any assignment or
     transfer by a Lender of rights or obligations under this Agreement that
     does not comply with clauses (a) and (b) 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 clause (d).

          (c) The Administrative Agent shall record each assignment made in
     accordance with this Section in the Register pursuant to clause (b) of
     Section 2.7. The Register shall be available for inspection by the
     Borrower and any Lender, at any reasonable time and from time to time upon
     reasonable prior notice.

          (d) Any Lender may, without the consent of, or notice to, the
     Borrower or the Administrative Agent, sell participations to one or more
     banks or other entities (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 Commitments and/or the 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 and the other Lenders 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,
     modification or waiver with respect to any of the items set forth in
     clauses (a), (c) or (d) of Section 10.1, in each case except as otherwise
     specifically provided in a Loan Document. Subject to clause (e), the
     Borrower agrees, to the fullest extent permitted under applicable law,
     that each Participant shall be entitled to the benefits of Sections 4.3,
     4.4, 4.5, 4.6, 7.1.1, 10.3 and 10.4 to the same extent as if it were a
     Lender and had acquired its interest by assignment pursuant to clause (b).
     To the extent permitted by law, each Participant also shall be entitled to
     the benefits of Section 4.9 as if it were a Lender, provided such
     Participant agrees to be subject to Section 4.8 as if it were a Lender.

          (e) A Participant shall not be entitled to receive any greater
     payment under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4 than the
     applicable Lender would have been entitled to receive with respect to the
     participation sold to such Participant, unless the sale


                                      110
<PAGE>


     of the participation to such Participant is made with the Borrower's prior
     written consent. A Participant that would be a Non-U.S. Lender if it were
     a Lender shall not be entitled to the benefits of Section 4.6 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
     the requirements set forth in Section 4.6 as if it were a Lender. In
     addition, if at the time of the sale of such participation, any greater
     Taxes subject to payment under Section 4.6 would apply to the Participant
     than applied to the applicable Lender, then such Participant shall not be
     entitled to any payment under Section 4.6 with respect to the portion of
     such Taxes as exceeds the Taxes applicable to the Lender at the time of
     the sale of the participation unless the Participant's request for the
     Borrower's prior written consent for the Participation described in the
     first sentence of this clause states that such greater Taxes would be
     applicable to such Participant.

          (f) Any Lender may at any time pledge or assign a security interest
     in all or any portion of its rights under this Agreement 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 of a security interest shall release a Lender from any of its
     obligations hereunder or substitute any such pledgee or assignee for such
     Lender as a party hereto.

          (g) Notwithstanding anything to the contrary contained herein, any
     Lender (a "Granting Lender") may grant to a special purpose funding
     vehicle (a "SPC"), identified as such in writing from time to time by the
     Granting Lender to the Administrative Agent and the Borrower, the option
     to provide to the Borrower all or any part of any Loan that such Granting
     Lender would otherwise be obligated to make to the Borrower pursuant to
     this Agreement; provided that (i) nothing herein shall constitute a
     commitment by any SPC to make any Loan and (ii) if an SPC elects not to
     exercise such option or otherwise fails to provide all or any part of such
     Loan, the Granting Lender shall be obligated to make such Loan pursuant to
     the terms hereof. The making of an Loan by an SPC hereunder shall utilize
     the Commitment of the Granting Lender to the same extent, and as if, such
     Loan were made by such Granting Lender. Each party hereto hereby agrees
     that no SPC shall be liable for any indemnity or similar payment
     obligation under this Agreement (all liability for which shall remain with
     the Granting Lender). In furtherance of the foregoing, each party hereto
     hereby agrees (which agreement shall survive the termination of this
     Agreement) that, prior to the date that is one year and one day after the
     payment in full of all outstanding commercial paper or other senior
     indebtedness of any SPC, it will not institute against, or join any other
     person in instituting against, such SPC any bankruptcy, reorganization,
     arrangement, insolvency or liquidation proceedings under the laws of the
     United States or any State thereof. In addition, notwithstanding anything
     to the contrary contained in this clause, any SPC may (i) with notice to,
     but without the prior written consent of, the Borrower or the
     Administrative Agent, paying any processing fee therefor, assign all or a
     portion of its interests in any Loans to the Granting Lender or to any
     financial institutions (consented to by the Borrower and the
     Administrative Agent) providing liquidity and/or credit support to or for
     the account of such SPC to support the funding or maintenance of Loans and
     (ii) disclose on a confidential basis any non-public information relating
     to its Loans to any rating agency, commercial paper dealer or provider of
     any surety, guarantee or credit or liquidity


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<PAGE>


     enhancement to such SPC. This section may not be amended without the
     written consent of the SPC. The Borrower acknowledges and agrees, subject
     to the next sentence, that, to the fullest extent permitted under
     applicable law, each SPC, for purposes of Sections 4.3, 4.4, 4.5, 4.6,
     4.8, 4.9, 10.3 and 10.4, shall be considered a Lender. The Borrower shall
     not be required to pay any amount under Sections 4.3, 4.4, 4.5, 4.6, 10.3
     and 10.4 that is greater than the amount which it would have been required
     to pay had no grant been made by a Granting Lender to an SPC.

     SECTION 10.12 Other Transactions. Nothing contained herein shall preclude
the Administrative Agent or any Lender from engaging in any transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

     SECTION 10.13 Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT,
THE LENDERS, THE ISSUERS OR THE BORROWER RELATING THERETO MAY BE BROUGHT AND
MAINTAINED (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE
STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE
AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR
OTHER PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK
COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW) SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.


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<PAGE>


     SECTION 10.14 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE ISSUERS,
THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT,
THE ISSUERS, THE LENDERS OR THE BORROWER RELATING THERETO. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH
OTHER LOAN DOCUMENT.

     SECTION 10.15 Confidentiality. The Administrative Agent, the Issuers and
the Lenders shall hold all non-public information obtained pursuant to or in
connection with this Agreement or obtained by them based on a review of the
books and records of the Borrower or any of its Subsidiaries in accordance with
their customary procedures for handling confidential information of this
nature, but may make disclosure to any of their examiners, Affiliates, Related
Funds, investment advisors or Affiliates thereof, outside auditors, counsel and
other professional advisors in connection with this Agreement or as reasonably
required by any potential bona fide transferee, participant or assignee, or to
any direct or indirect contractual counterparties in swap agreements or such
contractual counterparties' professional advisors, or in connection with the
exercise of remedies under a Loan Document, or as requested by any governmental
or regulatory agency, any rating agency or the National Association of
Insurance Commissioners, or representative of any thereof or pursuant to legal
process; provided that

          (a) unless specifically prohibited by applicable law or court order,
     each Agent, each Issuer, the Lead Arranger and each Lender shall promptly
     notify the Borrower of any request by any governmental agency or
     representative thereof (other than any such request in connection with an
     examination of the financial condition of such Agent, such Issuer, the
     Lead Arranger and such Lender by such governmental agency) for disclosure
     of any such non-public information prior to disclosure of such
     information;

          (b) prior to any such disclosure pursuant to this Section 10.15, each
     Agent, each Issuer, the Lead Arranger and each Lender shall require any
     such bona fide transferee, participant and assignee receiving a disclosure
     of non-public information to agree in writing

               (i) to be bound by this Section 10.15; and

               (ii) to require such Person to require any other Person to whom
          such Person discloses such non-public information to be similarly
          bound by this Section 10.15; and


                                      113
<PAGE>


          (c) except as may be required by an order of a court of competent
     jurisdiction and to the extent set forth therein, no Lender shall be
     obligated or required to return any materials furnished by the Borrower or
     any Subsidiary.

     SECTION 10.16 USA PATRIOT Act Notice. Each Lender 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 "Patriot 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 Patriot Act.

     SECTION 10.17 Effect of Amendment and Restatement of the Existing Credit
Agreement. On the Effective Date, the Existing Credit Agreement shall be
amended and restated in its entirety. The parties hereto acknowledge and agree
that (a) this Agreement and the other Loan Documents, whether executed and
delivered in connection herewith or otherwise, do not constitute a novation,
payment and reborrowing, or termination of the "Obligations" (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement as in effect
prior to the Effective Date and which remain outstanding, (b) such
"Obligations" are in all respects continuing (as amended and restated hereby)
and (c) the Liens and security interests as granted under the Security
Documents securing payment of such "Obligations" are in all respects continuing
and in full force and effect.





                          [Signature Pages To Follow]


                                      114
<PAGE>


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


                                       MUELLER GROUP, INC.


                                       By:  /s/ Darrell Jean
                                           -------------------------------
                                           Name:  Darrell Jean
                                           Title: Vice President &
                                                  Chief Financial Officer



                                      115
<PAGE>






                                       CREDIT SUISSE FIRST BOSTON,
                                       acting through its Cayman Islands Branch,
                                       as Administrative Agent and as a Lender


                                       By:  /s/ Cassandra Droogan
                                           -------------------------------
                                           Name:  Cassandra Droogan
                                           Title: Associate






                                      116
<PAGE>


                                       LENDERS:

                                       DEUTSCHE BANK TRUST COMPANY
                                       AMERICAS, as a Lender


                                       By:  /s/ Diane F Rolfe
                                           -------------------------------
                                           Name:  Diane F Rolfe
                                           Title: Vice President








                                      117
<PAGE>


                                       BANK ONE, NA


                                       By:  /s/ Joseph R. Ferdenza
                                           -------------------------------
                                           Name:  Joseph R. Ferdenza
                                           Title: Director









                                      118
<PAGE>


                                       JP MORGAN CHASE BANK


                                       By:  /s/ Peter S. Predun
                                           -------------------------------
                                           Name:  Peter S. Predun
                                           Title: Vice President









                                      119
<PAGE>



                                                                      SCHEDULE I


                    DISCLOSURE SCHEDULE TO CREDIT AGREEMENT


ITEM 6.7.      Litigation.

ITEM 6.8.      Existing Subsidiaries.

ITEM 6.11.     Employee Benefit Plans.

ITEM 6.12.     Environmental Matters.

ITEM 7.1.12    Intellectual Property.

ITEM 7.1.13    Mortgaged Properties.

ITEM 7.2.2(a)  Ongoing Indebtedness.

ITEM 7.2.3(a)  Ongoing Liens.

ITEM 7.2.5(a)  Ongoing Investments.

ITEM 7.2.9(c)  Asset Dispositions.




<PAGE>




                                                                     SCHEDULE II


                                  PERCENTAGES;
                                 LIBOR OFFICE;
                                DOMESTIC OFFICE

Notice information for Borrower:

Mueller Group, Inc.
500 West Eldorado Street
Decatur, Illinois 62522-1808
Attention: Darrell Jean
Facsimile: 217-425-7382

Notice information for Administrative Agent:

Credit Suisse First Boston, acting
through its Cayman Islands Branch
11 Madison Avenue
New York, NY 10010
Attention:  Julia Kingsbury
Facsimile:  (212) 325-8304

Notice information for Lenders & Percentages:

                                                                PERCENTAGES
                                                         REVOLVING
 NAME AND NOTICE                          DOMESTIC         LOAN       TERM LOAN
ADDRESS OF LENDER       LIBO OFFICE        OFFICE        COMMITMENT   COMMITMENT
------------------      -----------       --------       ----------   ----------







<PAGE>



                                                                    SCHEDULE III


                           EXISTING LETTERS OF CREDIT



Letter of Credit Beneficiary           Stated Expiry Date          Stated Amount
----------------------------           ------------------          -------------