<PAGE>
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                               U.S. $2,450,000,000

                            364-DAY CREDIT AGREEMENT

                            Dated as of May 28, 2004

                                      Among

                            THE LUBRIZOL CORPORATION

                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                          KEY BANK NATIONAL ASSOCIATION

                                       and

                               ABN AMRO BANK N.V.

                              as Syndication Agents

                       WACHOVIA CAPITAL INVESTMENTS, INC.

                             as Documentation Agent

                                       and

                          CITICORP NORTH AMERICA, INC.

                                    as Agent

                          CITIGROUP GLOBAL MARKETS INC.

                        as Lead Arranger and Book Manager

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                              <C>
ARTICLE I

           SECTION 1.01.  Certain Defined Terms                                                                   1

           SECTION 1.02.  Computation of Time Periods                                                            11

           SECTION 1.03.  Accounting Terms                                                                       11

ARTICLE II

           SECTION 2.01.  The Advances                                                                           11

           SECTION 2.02.  Making the Advances                                                                    12

           SECTION 2.03.  Fees                                                                                   12

           SECTION 2.04.  Termination or Reduction of the Commitments                                            13

           SECTION 2.05.  Repayment of Advances                                                                  13

           SECTION 2.06.  Interest on Advances                                                                   13

           SECTION 2.07.  Interest Rate Determination                                                            14

           SECTION 2.08.  Optional Conversion of Advances                                                        14

           SECTION 2.09.  Prepayments of Advances                                                                15

           SECTION 2.10.  Increased Costs                                                                        15

           SECTION 2.11.  Illegality                                                                             16

           SECTION 2.12.  Payments and Computations                                                              16

           SECTION 2.13.  Taxes                                                                                  17

           SECTION 2.14.  Sharing of Payments, Etc.                                                              18

           SECTION 2.15.  Evidence of Debt                                                                       18

           SECTION 2.16.  Use of Proceeds                                                                        19

ARTICLE III

           SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01                                  19

           SECTION 3.02.  Conditions Precedent to the Initial Borrowing of Each Designated Subsidiary            21
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                              <C>
           SECTION 3.03.  Conditions Precedent to Each Borrowing.                                                21

           SECTION 3.04.  Determinations Under Section 3.01                                                      22

ARTICLE IV

           SECTION 4.01.  Representations and Warranties of the Company                                          22

ARTICLE V

           SECTION 5.01.  Affirmative Covenants                                                                  24

           SECTION 5.02.  Negative Covenants                                                                     25

           SECTION 5.03.  Financial Covenants                                                                    30

ARTICLE VI

           SECTION 6.01.  Events of Default                                                                      30

ARTICLE VII

           SECTION 7.01.  Guaranty                                                                               32

           SECTION 7.02.  Guaranty Absolute                                                                      32

           SECTION 7.03.  Waivers and Acknowledgments                                                            33

           SECTION 7.04.  Subrogation                                                                            33

           SECTION 7.05.  Subordination                                                                          34

           SECTION 7.06.  Continuing Guaranty; Assignments                                                       34

ARTICLE VIII

           SECTION 8.01.  Authorization and Action                                                               35

           SECTION 8.02.  Agent's Reliance, Etc.                                                                 35

           SECTION 8.03.  Citicorp and Affiliates                                                                35

           SECTION 8.04.  Lender Credit Decision                                                                 35

           SECTION 8.05.  Indemnification                                                                        36

           SECTION 8.06.  Successor Agent                                                                        36

           SECTION 8.07.  Sub-Agent                                                                              36
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                              <C>
           SECTION 8.08.  Other Agents.                                                                          36

ARTICLE IX

           SECTION 9.01.  Amendments, Etc.                                                                       36

           SECTION 9.02.  Notices, Etc.                                                                          37

           SECTION 9.03.  No Waiver; Remedies                                                                    38

           SECTION 9.04.  Costs and Expenses                                                                     38

           SECTION 9.05.  Right of Set-off                                                                       39

           SECTION 9.06.  Binding Effect                                                                         39

           SECTION 9.07.  Assignments and Participations                                                         39

           SECTION 9.08.  Confidentiality                                                                        41

           SECTION 9.09.  Governing Law                                                                          42

           SECTION 9.10.  Execution in Counterparts                                                              42

           SECTION 9.11.  Jurisdiction, Etc.                                                                     42

           SECTION 9.12.  Designated Subsidiaries                                                                42

           SECTION 9.13.  Waiver of Jury Trial                                                                    2
</TABLE>

                                       iii

<PAGE>

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 3.01(b) - Disclosed Litigation

Schedule 5.02(a) - Existing Liens

Schedule 5.02(c) - Existing Debt

Exhibits

Exhibit A   -  Form of Note

Exhibit B   -  Form of Notice of Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Opinion of Counsel for the Company

Exhibit E   -  Form of Designation Letter

                                       iv
<PAGE>

                            364-DAY CREDIT AGREEMENT

                            Dated as of May 28, 2004

      THE LUBRIZOL CORPORATION, an Ohio corporation (the "Company"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC., as sole
lead arranger, and CITICORP NORTH AMERICA, INC. ("Citicorp"), as administrative
agent (the "Agent") for the Lenders, agree as follows:

PRELIMINARY STATEMENTS:

      1.    Pursuant to the Agreement and Plan of Merger dated April 15, 2004
(as amended, the "Merger Agreement") the Company has agreed to acquire Noveon
International Inc. (the "Target") by the consummation of a merger of Lubrizol
Acquisition Corporation, a Delaware corporation and direct or indirect
subsidiary of the Company, with the Target, pursuant to which the Target will
become a wholly-owned Subsidiary of the Company (the "Acquisition").

      2.    The Company has requested that, concurrently with the consummation
of the Acquisition, the Lenders lend to the Company up to $2,450,000,000 to pay
the cash consideration required to consummate the Acquisition, pay transaction
fees and expenses, refinance certain existing Debt (as hereinafter defined) of
the Company and the Target and that, from time to time, the Lenders lend to the
Borrowers to provide working capital for the Company and its Subsidiaries. The
Lenders have indicated their willingness to agree to lend such amounts on the
terms and conditions of this Agreement.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "Acquisition" has the meaning specified in the Preliminary
      Statements.

            "Advance" means an advance by a Lender to any Borrower as part of a
      Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance.

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 5% or more of the
      Voting Stock of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Stock, by contract or otherwise.

            "Agent's Account" means the account of the Agent maintained by the
      Agent at Citibank at its office at 399 Park Avenue, New York, New York
      10043, Account No. 36852248, Attention: Bank Loan Syndications.

<PAGE>

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's Domestic Lending Office in the case of a Base Rate Advance and
      such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
      Advance.

            "Applicable Margin" means, as of any date, a percentage per annum
      determined and calculated by reference to the Public Debt Rating in effect
      on such date as set forth below:

<TABLE>
<CAPTION>
Public Debt Rating   Applicable Margin for    Applicable Margin for
   S&P/Moody's         Base Rate Advances    Eurodollar Rate Advances
------------------   ---------------------   ------------------------
<S>                  <C>                     <C>
Level 1
A- or A3 or above            0.000%                   0.400%

Level 2
BBB+ or Baa1                 0.000%                   0.500%

Level 3
BBB or Baa2                  0.000%                   0.850%

Level 4
BBB- and Baa3                0.000%                   0.925%

Level 5
BBB- or Baa3                 0.000%                   1.050%

Level 6
BB+ or Ba1                   0.200%                   1.200%

Level 7
BB or Ba2                    0.600%                   1.600%

Level 8
BB- or Ba3                   1.250%                   2.250%

Level 9
Lower than Level 8           2.000%                   3.000%
</TABLE>

            "Applicable Percentage" means, as of any date, a percentage per
      annum determined and calculated by reference to the Public Debt Rating in
      effect on such date as set forth below:

<TABLE>
<CAPTION>
Public Debt Rating     Applicable
   S&P/Moody's         Percentage
------------------     ----------
<S>                    <C>
 Level 1
 A- or A3 or above      0.100%

 Level 2
 BBB+ or Baa1           0.125%

 Level 3
 BBB or Baa2            0.150%

 Level 4
 BBB- and Baa3          0.200%

 Level 5
 BBB- or Baa3           0.200%

 Level 6
 BB+ or Ba1             0.300%

 Level 7
 BB or Ba2              0.400%

 Level 8
 BB- or Ba3             0.500%

 Level 9
 Lower than Level 8     0.500%
</TABLE>

                                       2

<PAGE>

            "Assignment and Acceptance" means an assignment and acceptance
      entered into by a Lender and an Eligible Assignee, and accepted by the
      Agent, in substantially the form of Exhibit C hereto.

            "Base Rate" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      highest of:

                  (a) the rate of interest announced publicly by Citibank in New
            York, New York, from time to time, as Citibank's base rate;

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is
            no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of
            1% per annum, plus (ii) the rate obtained by dividing (A) the latest
            three-week moving average of secondary market morning offering rates
            in the United States for three-month certificates of deposit of
            major United States money market banks, such three-week moving
            average (adjusted to the basis of a year of 360 days) being
            determined weekly on each Monday (or, if such day is not a Business
            Day, on the next succeeding Business Day) for the three-week period
            ending on the previous Friday by Citibank on the basis of such rates
            reported by certificate of deposit dealers to and published by the
            Federal Reserve Bank of New York or, if such publication shall be
            suspended or terminated, on the basis of quotations for such rates
            received by Citibank from three New York certificate of deposit
            dealers of recognized standing selected by Citibank in the sound
            exercise of its commercially reasonable determination, by (B) a
            percentage equal to 100% minus the average of the daily percentages
            specified during such three-week period by the Board of Governors of
            the Federal Reserve System (or any successor) for determining the
            maximum reserve requirement (including, but not limited to, any
            emergency, supplemental or other marginal reserve requirement) for
            Citibank with respect to liabilities consisting of or including
            (among other liabilities) three-month U.S. dollar non-personal time
            deposits in the United States, plus (iii) the average during such
            three-week period of the annual assessment rates estimated by
            Citibank for determining the then current annual assessment payable
            by Citibank to the Federal Deposit Insurance Corporation (or any
            successor) for insuring U.S. dollar deposits of Citibank in the
            United States; or

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.

                  "Base Rate Advance" means an Advance that bears interest as
            provided in Section 2.06(a)(i).

                  "Borrowers" means, collectively, the Company and each
            Designated Subsidiary that shall become a Borrower hereunder
            pursuant to Section 9.12.

                  "Borrowing" means a borrowing consisting of simultaneous
            Advances of the same Type made by each of the Lenders pursuant to
            Section 2.01.

                  "Borrowing Minimum" means $10,000,000.

                  "Borrowing Multiple" means $1,000,000.

                  "Business Day" means a day of the year on which banks are not
            required or authorized by law to close in New York City and, if the
            applicable Business Day relates to any Eurodollar Rate Advances, on
            which dealings are carried on in the London interbank market.

                  "Citibank" means Citibank, N.A.

                                       3

<PAGE>

                  "Closing Date" means the date of this Agreement.

                  "Commitment" means as to any Lender (a) the amount set forth
            opposite such Lender's name on the signature pages hereof or (b) if
            such Lender has entered into any Assignment and Acceptance, the
            amount set forth for such Lender in the Register maintained by the
            Agent pursuant to Section 9.07(d).

                  "Confidential Information" means information that the Company
            furnishes to the Agent or any Lender in a writing designated as
            confidential, but does not include any such information that is
            generally available to the public or that is available to the Agent
            or such Lender on a non-confidential basis from a source other than
            the Company that is, to the knowledge of the Agent or such Lender,
            not acting in breach of any confidentiality agreement.

                  "Consolidated" refers to the consolidation of accounts in
            accordance with GAAP.

                  "Consolidated EBITDA" means, for any period, (a) Consolidated
            net income, plus (b) to the extent deducted in determining such
            Consolidated net income, the sum of, on a Consolidated basis and
            without duplication: (i) interest expense, (ii) income tax expense,
            (iii) depreciation expense, (iv) amortization expense, (v) depletion
            expense, (vi) extraordinary, unusual or non-recurring non-cash
            losses, including goodwill expense and non-cash losses from the
            sale, exchange, transfer or other disposition of property of the
            Company or its Subsidiaries and the related tax effects in
            accordance with GAAP, (vii) extraordinary, unusual or non-recurring
            cash losses, expenses or charges incurred or paid in calendar years
            2003 or 2004, and all fees and expenses incurred in connection with
            any acquisition consummated in calendar years 2003 or 2004
            (including the acquisition of Noveon International Inc. ), minus (c)
            to the extent included in determining such Consolidated net income,
            the sum of, on a Consolidated basis and without duplication: (i) the
            income of any Person (other than a wholly-owned Subsidiary of the
            Company) in which any Person other than the Company or any of its
            Subsidiaries has a joint interest or a partnership interest or other
            ownership interest, except to the extent of the amount of dividends
            or other distributions actually paid to the Company or any of its
            Subsidiaries by such Person during such period, (ii) gains from the
            sale, exchange, transfer or other disposition of property or assets
            of the Company and its Subsidiaries (other than inventory sold in
            the ordinary course of business), and related tax effects in
            accordance with GAAP, (iii) any other extraordinary, unusual or
            non-recurring gains or other income not from the continuing
            operations of the Company and its Subsidiaries, and related tax
            effects in accordance with GAAP and (iv) the income of any
            Subsidiary of the Company to the extent that the declaration or
            payment of dividends or similar distributions by that Subsidiary of
            that income is not at the time permitted by operation of the terms
            of its charter or any agreement, instrument, judgment, decree,
            order, statute, rule or governmental regulation applicable to that
            Subsidiary. For the purpose of calculating Consolidated EBITDA for
            any period, if during such period the Company or any Subsidiary
            shall have made an acquisition of any Person, Consolidated EBITDA
            for such period shall be calculated after giving pro forma effect
            thereto as if such acquisition occurred on the first day of such
            period.

                  "Consolidated Tangible Net Worth" means, as at any date, the
            amount by which the sum of (a) the par value (or value stated on the
            books of the Company) of the capital stock of all classes of the
            Company, and (b) the amount of the Consolidated surplus, capital or
            earned, but excluding accumulated foreign exchange translation
            adjustments, of the Company and its Subsidiaries, exceeds the sum of
            (i) the amount of any write-up in the book value of any assets
            resulting from the revaluation thereof or any write-up in excess of
            the cost of assets acquired, and (ii) the aggregate of all amounts
            appearing on the asset side of the balance sheet for goodwill,
            patents, patent rights, trademarks, trade names, copyrights,
            franchises, treasury stock, organizational expenses, and other
            similar items, if any, of the Company and its Subsidiaries, all
            determined in accordance with GAAP.

                  "Convert", "Conversion" and "Converted" each refers to a
            conversion of Advances of one Type into Advances of the other Type
            pursuant to Section 2.07 or 2.08.

                                       4

<PAGE>

                  "Debt" of any Person means, without duplication, (a) all
            indebtedness of such Person for borrowed money, (b) all obligations
            of such Person for the deferred purchase price of property or
            services (other than trade payables not overdue by more than 120
            days incurred in the ordinary course of such Person's business;
            provided that trade payables which are overdue by more than 120 days
            shall not be included so long as payment of such is being contested
            in good faith and by proper proceedings), (c) all obligations of
            such Person evidenced by notes, bonds, debentures or other similar
            instruments, (d) all obligations of such Person created or arising
            under any conditional sale or other title retention agreement with
            respect to property acquired by such Person (even though the rights
            and remedies of the seller or lender under such agreement in the
            event of default are limited to repossession or sale of such
            property), (e) all obligations of such Person as lessee under leases
            that have been or should be, in accordance with GAAP, recorded as
            capital leases, (f) all obligations, contingent or otherwise, of
            such Person in respect of acceptances, letters of credit or similar
            extensions of credit, (g) all Invested Amounts, (h) all Debt of
            others referred to in clauses (a) through (g) above or clause (i)
            below and other payment obligations guaranteed directly or
            indirectly in any manner by such Person, or in effect guaranteed
            directly or indirectly by such Person ("Guaranteed Debt") through an
            agreement (1) to pay or purchase such Guaranteed Debt or to advance
            or supply funds for the payment or purchase of such Guaranteed Debt,
            (2) to purchase, sell or lease (as lessee or lessor) property, or to
            purchase or sell services, primarily for the purpose of enabling the
            debtor to make payment of such Guaranteed Debt or to assure the
            holder of such Guaranteed Debt against loss, (3) to supply funds to
            or in any other manner invest in the debtor (including any agreement
            to pay for property or services irrespective of whether such
            property is received or such services are rendered) or (4) otherwise
            to assure a creditor against loss, and (i) all Debt referred to in
            clauses (a) through (h) above secured by (or for which the holder of
            such Debt has an existing right, contingent or otherwise, to be
            secured by) any Lien on property (including, without limitation,
            accounts and contract rights) owned by such Person, even though such
            Person has not assumed or become liable for the payment of such
            Debt; provided, that Debt shall not include transactions in the
            ordinary course of business by the Company or its directly or
            indirectly held Subsidiaries with customers and vendors in the form
            of (x) commitments to lend or loans to customers that are repayable
            either over an agreed period of time or at the time of purchases by
            the customers of products of the Company or its Subsidiaries and (y)
            advances made to vendors that are treated either repayable over a
            period of time or as advance payments for products to be purchased
            by the Company or its Subsidiaries from the vendor.

                  "Default" means any Event of Default or any event that would
            constitute an Event of Default but for the requirement that notice
            be given or time elapse or both.

                  "Designated Subsidiary" means any Subsidiary organized within
            the United States, directly or indirectly wholly-owned by the
            Company and designated after the date of this Agreement for
            borrowing privileges hereunder pursuant to Section 9.12.

                  "Designation Letter" means a letter entered into by a
            Designated Subsidiary, the Company and the Agent, in substantially
            the form of Exhibit E hereto, pursuant to which such Designated
            Subsidiary shall become a Borrower hereunder in accordance with
            Section 9.12.

                  "Disclosed Litigation" has the meaning specified in Section
            3.01(b).

                  "Domestic Lending Office" means, with respect to any Lender,
            the office of such Lender specified as its "Domestic Lending Office"
            opposite its name on Schedule I hereto or in the Assignment and
            Acceptance pursuant to which it became a Lender, or such other
            office of such Lender as such Lender may from time to time specify
            to the Borrowers and the Agent.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
            Lender; and (iii) any other Person (unless such Person is taking
            delivery of an assignment in connection with physical settlement of
            a credit derivative transaction) approved by the Agent and, unless
            an Event of Default has occurred and is

                                       5

<PAGE>

            continuing at the time any assignment is effected in accordance with
            Section 9.07, the Company, such approval not to be unreasonably
            withheld or delayed; provided, however, that neither the Company nor
            an Affiliate of the Company shall qualify as an Eligible Assignee.

                  "Environmental Action" means any action, suit, demand, demand
            letter, claim, notice of non-compliance or violation, notice of
            liability or potential liability, investigation, proceeding, consent
            order or consent agreement relating in any way to any Environmental
            Law, Environmental Permit or Hazardous Materials or arising from
            alleged injury or threat of injury to health, safety or the
            environment, including, without limitation, (a) by any governmental
            or regulatory authority for enforcement, cleanup, removal, response,
            remedial or other actions or damages, and (b) by any governmental or
            regulatory authority or any third party for damages, contribution,
            indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" means any federal, state, local or foreign
            statute, law, ordinance, rule, regulation, code, order, judgment,
            decree or judicial or agency interpretation, policy or guidance
            relating to pollution or protection of the environment, health,
            safety or natural resources, including, without limitation, those
            relating to the use, handling, transportation, treatment, storage,
            disposal, release or discharge of Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
            identification number, license or other authorization required under
            any Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
            1974, as amended from time to time, and the regulations promulgated
            and rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
            IV of ERISA is a member of the Company's controlled group, or under
            common control with the Company, within the meaning of Section 414
            of the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
            event, within the meaning of Section 4043 of ERISA, with respect to
            any Plan unless the 30-day notice requirement with respect to such
            event has been waived by the PBGC, or (ii) the requirements of
            subsection (1) of Section 4043(b) of ERISA (without regard to
            subsection (2) of such Section) are met with respect to a
            contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of
            a Plan, and an event described in paragraph (9), (10), (11), (12) or
            (13) of Section 4043(c) of ERISA is reasonably expected to occur
            with respect to such Plan within the following 30 days; (b) the
            application for a minimum funding waiver with respect to a Plan; (c)
            the provision by the administrator of any Plan of a notice of intent
            to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
            (including any such notice with respect to a plan amendment referred
            to in Section 4041(e) of ERISA); (d) the cessation of operations at
            a facility of the Company or any ERISA Affiliate in the
            circumstances described in Section 4062(e) of ERISA; (e) the
            withdrawal by the Company or any ERISA Affiliate from a Multiple
            Employer Plan during a plan year for which it was a substantial
            employer, as defined in Section 4001(a)(2) of ERISA; (f) the
            conditions for the imposition of a lien under Section 302(f) of
            ERISA shall have been met with respect to any Plan; (g) the adoption
            of an amendment to a Plan requiring the provision of security to
            such Plan pursuant to Section 307 of ERISA; or (h) the institution
            by the PBGC of proceedings to terminate a Plan pursuant to Section
            4042 of ERISA, or the occurrence of any event or condition described
            in Section 4042 of ERISA that constitutes grounds for the
            termination of, or the appointment of a trustee to administer, a
            Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
            term in Regulation D of the Board of Governors of the Federal
            Reserve System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
            the office of such Lender specified as its "Eurodollar Lending
            Office" opposite its name on Schedule I hereto or in the Assignment
            and Acceptance pursuant to which it became a Lender (or, if no such
            office is specified, its Domestic

                                       6

<PAGE>

            Lending Office), or such other office of such Lender as such Lender
            may from time to time specify to the Borrowers and the Agent.

                  "Eurodollar Rate" means for any Interest Period for each
            Eurodollar Rate Advance comprising part of the same Borrowing, an
            interest rate per annum equal to the rate per annum obtained by
            dividing (a) the rate per annum (rounded upward to the nearest whole
            multiple of 1/16 of 1% per annum) appearing on Telerate Markets Page
            3750 (or any successor page) as the London interbank offered rate
            for deposits in U.S. dollars at approximately 11:00 A.M. (London
            time) two Business Days prior to the first day of such Interest
            Period for a term comparable to such Interest Period or, if for any
            reason such rate is not available, the average (rounded upward to
            the nearest whole multiple of 1/16 of 1% per annum, if such average
            is not such a multiple) of the rate per annum at which deposits in
            U.S. dollars is offered by the principal office of each of the
            Reference Banks in London, England to prime banks in the London
            interbank market at 11:00 A.M. (London time) two Business Days
            before the first day of such Interest Period in an amount
            substantially equal to such Reference Bank's Eurodollar Rate Advance
            comprising part of such Borrowing to be outstanding during such
            Interest Period and for a period equal to such Interest Period by
            (b) a percentage equal to 100% minus the Eurodollar Rate Reserve
            Percentage for such Interest Period. If the Telerate Markets Page
            3750 (or any successor page), is unavailable, the Eurodollar Rate
            for any Interest Period for each Eurodollar Rate Advance comprising
            part of the same Borrowing shall be determined by the Agent on the
            basis of applicable rates furnished to and received by the Agent
            from the Reference Banks two Business Days before the first day of
            such Interest Period, subject, however, to the provisions of Section
            2.07.

                  "Eurodollar Rate Advance" means an Advance that bears interest
            as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
            for all Eurodollar Rate Advances comprising part of the same
            Borrowing means the reserve percentage applicable two Business Days
            before the first day of such Interest Period under regulations
            issued from time to time by the Board of Governors of the Federal
            Reserve System (or any successor) for determining the maximum
            reserve requirement (including, without limitation, any emergency,
            supplemental or other marginal reserve requirement) for a member
            bank of the Federal Reserve System in New York City with respect to
            liabilities or assets consisting of or including Eurocurrency
            Liabilities (or with respect to any other category of liabilities
            that includes deposits by reference to which the interest rate on
            Eurodollar Rate Advances is determined) having a term equal to such
            Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Federal Funds Rate" means, for any period, a fluctuating
            interest rate per annum equal for each day during such period to 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, if such rate is not so
            published for any day that is a Business Day, the average of the
            quotations for such day on such transactions received by the Agent
            from three Federal funds brokers of recognized standing selected by
            it.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Guaranteed Obligations" has the meaning specified in Section
            7.01.

                  "Guaranty" means the guaranty of the Company set forth in
            Article VII.

                  "Hazardous Materials" means (a) petroleum and petroleum
            products, byproducts or breakdown products, radioactive materials,
            asbestos-containing materials, polychlorinated biphenyls and radon
            gas and

                                       7

<PAGE>

            (b) any other chemicals, materials or substances designated,
            classified or regulated as hazardous or toxic or as a pollutant or
            contaminant, under any Environmental Law.

                  "Interest Period" means, for each Eurodollar Rate Advance
            comprising part of the same Borrowing, the period commencing on the
            date of such Eurodollar Rate Advance or the date of the Conversion
            of any Base Rate Advance into such Eurodollar Rate Advance and
            ending on the last day of the period selected by the applicable
            Borrower pursuant to the provisions below and, thereafter, with
            respect to Eurodollar Rate Advances, each subsequent period
            commencing on the last day of the immediately preceding Interest
            Period and ending on the last day of the period selected by such
            Borrower pursuant to the provisions below. The duration of each such
            Interest Period shall be one, two, three or six months, and subject
            to clause (c) of this definition, one week or nine months, as such
            Borrower may, upon notice received by the Agent not later than 11:00
            A.M. (New York City time) on the third Business Day prior to the
            first day of such Interest Period, select; provided, however, that:

                        (a)   such Borrower may not select any Interest Period
                  that ends after the Termination Date;

                        (b)   Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall be of the same duration;

                        (c)   in the case of any such Borrowing, such Borrower
                  shall not be entitled to select an Interest Period having a
                  duration of one week or nine months unless, by 2:00 P.M. (New
                  York City time) on the third Business Day prior to the first
                  day of such Interest Period, each Lender notifies the Agent
                  that such Lender will be providing funding for such Borrowing
                  with such Interest Period (the failure of any Lender to so
                  respond by such time being deemed for all purposes of this
                  Agreement as an objection by such Lender to the requested
                  duration of such Interest Period); provided that, if any or
                  all of the Lenders object to the requested duration of such
                  Interest Period, the duration of the Interest Period for such
                  Borrowing shall be one, two, three or six months, as specified
                  by the Borrower requesting such Borrowing in the applicable
                  Notice of Borrowing as the desired alternative to an Interest
                  Period of one week or nine months;

                        (d)   whenever the last day of any Interest Period would
                  otherwise occur on a day other than a Business Day, the last
                  day of such Interest Period shall be extended to occur on the
                  next succeeding Business Day, provided, however, that, if such
                  extension would cause the last day of such Interest Period to
                  occur in the next following calendar month, the last day of
                  such Interest Period shall occur on the next preceding
                  Business Day; and

                        (e)   whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
            1986, as amended from time to time, and the regulations promulgated
            and rulings issued thereunder.

                  "Invested Amounts" means the amounts invested by investors
            that are not Affiliates of the Company in connection with a
            receivables securitization program and paid to the Company or any of
            its Subsidiaries, as reduced by the aggregate amounts received by
            such investors from the payment of receivables and applied to reduce
            such invested amounts.

                  "Investment" in any Person means any loan or advance to such
            Person, any purchase or other acquisition of any capital stock,
            warrants, rights, options, obligations or other securities or all or
            substantially all of the assets of such Person, any capital
            contribution to such Person or any other

                                       8

<PAGE>

            investment in such Person, including, without limitation, any
            arrangement pursuant to which the investor incurs Debt of the types
            referred to in clauses (g) and (h) of the definition of "Debt" in
            respect of such Person.

                  "Lenders" means the Initial Lenders and each Person that shall
            become a party hereto pursuant to Section 9.07.

                  "Lien" means any lien, security interest or other charge or
            encumbrance of any kind, including, without limitation, the lien or
            retained security title of a conditional vendor and any security
            interest or mortgage granted in real property.

                  "Marketable Securities" means any of the following, to the
            extent owned by the Company or any of its Subsidiaries free and
            clear of all Liens and having a maturity of not greater than 360
            days from the date of acquisition thereof: (a) readily marketable
            direct obligations of the Government of the United States or any
            agency or instrumentality thereof or obligations unconditionally
            guaranteed by the full faith and credit of the Government of the
            United States, (b) insured certificates of deposit of or time
            deposits with any commercial bank that is a Lender or a member of
            the Federal Reserve System, issues (or the parent of which issues)
            commercial paper rated as described in clause (c), is organized
            under the laws of the United States or any State thereof and has
            combined capital and surplus of at least $1 billion, (c) commercial
            paper in an aggregate amount of no more than $10,000,000 per issuer
            outstanding at any time, issued by any corporation organized under
            the laws of any State of the United States and rated at least
            "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the
            then equivalent grade) by S&P, (d) fully collateralized repurchase
            agreements having a term of not more than 30 days and covering
            securities described in subsection (a) above entered into with any
            Lender or bank meeting the qualifications specified in (b) above or
            (e) investments in money market funds substantially all of the
            assets of which are comprised of securities described in subsection
            (a) through (d) above.

                  "Material Adverse Change" means any material adverse change in
            the business, condition (financial or otherwise) or results of
            operations of the Company and its Subsidiaries taken as a whole
            (including the Target and its Subsidiaries after giving effect to
            the Acquisition).

                  "Material Adverse Effect" means a material adverse effect on
            (a) the business, condition (financial or otherwise) or operations
            of the Company and its Subsidiaries taken as a whole (including the
            Target and its Subsidiaries after giving effect to the Acquisition),
            (b) the rights and remedies of the Agent or any Lender under this
            Agreement or any Note or (c) the ability of any Borrower to perform
            its obligations under this Agreement or any Note.

                  "Merger Agreement" has the meaning specified in the
            Preliminary Statements.

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

                  "Multiemployer Plan" means a multiemployer plan, as defined in
            Section 4001(a)(3) of ERISA, to which the Company or any ERISA
            Affiliate is making or accruing an obligation to make contributions,
            or has within any of the preceding five plan years made or accrued
            an obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
            defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
            employees of the Company or any ERISA Affiliate and at least one
            Person other than the Company and the ERISA Affiliates or (b) was so
            maintained and in respect of which the Company or any ERISA
            Affiliate could have liability under Section 4064 or 4069 of ERISA
            in the event such plan has been or were to be terminated.

                  "Net Cash Proceeds" means, with respect to any sale, lease,
            transfer or other disposition of any asset or the incurrence or
            issuance of any Debt or the sale or issuance of any equity interests
            (including, without limitation, any capital contribution) by any
            Person, the aggregate amount of cash received from

                                       9

<PAGE>

            time to time (whether as initial consideration or through payment or
            disposition of deferred consideration) by or on behalf of such
            Person in connection with such transaction after deducting therefrom
            only (without duplication) (a) reasonable and customary brokerage
            commissions, underwriting fees and discounts, legal and accounting
            fees, filing fees, finder's fees and other similar fees and
            commissions and (b) the amount of taxes payable in connection with
            or as a result of such transaction and (c) the amount of any Debt
            secured by a Lien on such asset that, by the terms of the agreement
            or instrument governing such Debt, is required to be repaid upon
            such disposition, in each case to the extent, but only to the
            extent, that the amounts so deducted are, at the time of receipt of
            such cash, actually paid to a Person that is not an Affiliate of
            such Person and are properly attributable to such transaction or to
            the asset that is the subject thereof.

                  "Note" means a promissory note of a Borrower payable to any
            Lender, delivered pursuant to a request made under Section 2.15 in
            substantially the form of Exhibit A hereto, evidencing the aggregate
            indebtedness of such Borrower to such Lender resulting from the
            Advances made by such Lender.

                  "Notice of Borrowing" has the meaning specified in Section
            2.02(a).

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

                  "Person" means an individual, partnership, corporation
            (including a business trust), joint stock company, trust,
            unincorporated association, joint venture, limited liability company
            or other entity, or a government or any political subdivision or
            agency thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
            Plan.

                  "Public Debt Rating" means, as of any date, the rating that
            has been most recently announced by either S&P or Moody's, as the
            case may be, for any class of non-credit enhanced long-term senior
            unsecured debt issued by the Company or, if either of S&P or Moody's
            has issued more than one such rating, the lowest such rating issued
            by such rating agency. For purposes of the foregoing, (a) if only
            one of S&P and Moody's shall have in effect a Public Debt Rating,
            the Applicable Margin and the Applicable Percentage shall be
            determined by reference to the available rating; (b) if neither S&P
            nor Moody's shall have in effect a Public Debt Rating, the
            Applicable Margin and the Applicable Percentage will be set in
            accordance with Level 9 under the definition of "Applicable Margin"'
            or "Applicable Percentage", as the case may be; (c) if any rating
            established by S&P or Moody's shall be changed, such change shall be
            effective as of the date on which such change is first announced
            publicly by the rating agency making such change; (d) if S&P or
            Moody's shall change the basis on which ratings are established,
            each reference to the Public Debt Rating announced by S&P or
            Moody's, as the case may be, shall refer to the then equivalent
            rating by S&P or Moody's, as the case may be; and (e) if the ratings
            established by S&P and Moody's shall fall within different levels
            above Level 4 or within different levels below Level 4, the
            Applicable Margin and the Applicable Percentage shall be based upon
            the higher rating, unless the lower of such ratings is more than one
            level below the higher of such ratings, in which case the Applicable
            Margin and the Applicable Percentage shall be based upon the level
            that is one level above the lower of such ratings.

                  "Reduction Amount" has the meaning specified in Section
            2.09(b).

                  "Reference Banks" means Citibank and KeyBank.

                  "Register" has the meaning specified in Section 9.07(d).

                  "Required Lenders" means at any time Lenders owed at least 66
            2/3% of the then aggregate unpaid principal amount of the Advances
            owing to Lenders, or, if no such principal amount is then
            outstanding, Lenders having at least 66 2/3% of the Commitments.

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

                                       10

<PAGE>

                  "Single Employer Plan" means a single employer plan, as
            defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
            employees of the Company or any ERISA Affiliate and no Person other
            than the Company and the ERISA Affiliates or (b) was so maintained
            and in respect of which the Company or any ERISA Affiliate could
            have liability under Section 4069 of ERISA in the event such plan
            has been or were to be terminated.

                  "Subordinated Obligations" has the meaning specified in
            Section 7.05.

                  "Subsidiary" of any Person means any corporation, partnership,
            joint venture, limited liability company, trust or estate of which
            (or in which) more than 50% of (a) the issued and outstanding
            capital stock having ordinary voting power to elect a majority of
            the Board of Directors of such corporation (irrespective of whether
            at the time capital stock of any other class or classes of such
            corporation shall or might have voting power upon the occurrence of
            any contingency), (b) the interest in the capital or profits of such
            limited liability company, partnership or joint venture or (c) the
            beneficial interest in such trust or estate is at the time directly
            or indirectly owned or controlled by such Person, by such Person and
            one or more of its other Subsidiaries or by one or more of such
            Person's other Subsidiaries.

                  "Target" has the meaning specified in the Preliminary
            Statements.

                  "Termination Date" means the earlier of (a) May 27, 2005 and
            (b) the date of termination in whole of the Commitments pursuant to
            Section 2.04 or 6.01.

                  "Type" refers to the distinction between Base Rate Advances
            and Eurodollar Rate Advances.

                  "Voting Stock" means capital stock issued by a corporation, or
            equivalent interests in any other Person, the holders of which are
            ordinarily, in the absence of contingencies, entitled to vote for
            the election of directors (or persons performing similar functions)
            of such Person, even if the right so to vote has been suspended by
            the happening of such a contingency.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
      in the computation of periods of time from a specified date to a later
      specified date, the word "from" means "from and including" and the words
      "to" and "until" each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. Except as otherwise expressly
      provided herein, all terms of an accounting or financial nature shall be
      construed in accordance with generally accepted accounting principles in
      the United States, as in effect from time to time ("GAAP"); provided that,
      if the Company notifies the Agent that the Company requests an amendment
      to any provision hereof as a result of a change in GAAP or in the
      application thereof on the operation of such provision (or if the Agent
      notifies the Company that the Required Lenders request an amendment to any
      provision hereof for such purpose), regardless of whether any such notice
      is given before or after such change in GAAP or in the application
      thereof, then such provision shall be interpreted on the basis of GAAP in
      effect and applied immediately before such change shall have become
      effective until such notice shall have been withdrawn or such provision
      amended in accordance herewith.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Advances. Each Lender severally agrees, on
      the terms and conditions hereinafter set forth, to make Advances to the
      Borrowers from time to time on any Business Day during the period from the
      Effective Date until the Termination Date in an aggregate amount not to
      exceed at any time outstanding such Lender's Commitment. Each Borrowing
      shall be in an amount not less than the Borrowing Minimum or a Borrowing
      Multiple in excess thereof and shall consist of Advances of the same Type
      made on the same day by the Lenders ratably according to their respective
      Commitments. Within the limits of each Lender's Commitment, the

                                       11

<PAGE>

      Borrowers may borrow under this Section 2.01, prepay pursuant to Section
      2.09 and reborrow under this Section 2.01.

                  SECTION 2.02. Making the Advances. (a) Each Borrowing shall be
      made on notice, given not later than (x) 11:00 A.M. (New York City time)
      on the third Business Day prior to the date of the proposed Borrowing in
      the case of a Borrowing consisting of Eurodollar Rate Advances or (y)
      11:00 A.M. (New York City time) on the date of the proposed Borrowing in
      the case of a Borrowing consisting of Base Rate Advances, by the
      applicable Borrower to the Agent, which shall give to each Lender prompt
      notice thereof by telecopier or telex. Each such notice of a Borrowing (a
      "Notice of Borrowing") shall be by telephone, confirmed immediately in
      writing, or telecopier or telex in substantially the form of Exhibit B
      hereto, specifying therein the requested (i) date of such Borrowing, (ii)
      Type of Advances comprising such Borrowing, (iii) aggregate amount of such
      Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar
      Rate Advances, initial Interest Period for each such Advance. Each Lender
      shall, before 1:00 P.M. (New York City time) on the date of such
      Borrowing, make available for the account of its Applicable Lending Office
      to the Agent at the Agent's Account, in same day funds, such Lender's
      ratable portion of such Borrowing. After the Agent's receipt of such funds
      and upon fulfillment of the applicable conditions set forth in Section
      3.03, the Agent shall make such funds available to the Borrower that
      requested such Advance by depositing such funds to such account as such
      Borrower shall specify.

                  (b)   Anything in subsection (a) above to the contrary
      notwithstanding, (i) the Borrowers may not select Eurodollar Rate Advances
      for any Borrowing if the aggregate amount of such Borrowing is less than
      the Borrowing Minimum or if the obligation of the Lenders to make
      Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07
      or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as
      part of more than fifteen separate Borrowings.

                  (c)   Each Notice of Borrowing shall be irrevocable and
      binding on the Borrower giving such Notice. In the case of any Borrowing
      that the related Notice of Borrowing specifies is to be comprised of
      Eurodollar Rate Advances, the Borrower giving such Notice shall indemnify
      each Lender against any loss, cost or expense incurred by such Lender as a
      result of any failure to fulfill on or before the date specified in such
      Notice of Borrowing for such Borrowing the applicable conditions set forth
      in Section 3.03, including, without limitation, any loss, cost or expense
      incurred by reason of the liquidation or reemployment of deposits or other
      funds acquired by such Lender to fund the Advance to be made by such
      Lender as part of such Borrowing when such Advance, as a result of such
      failure, is not made on such date.

                  (d)   Unless the Agent shall have received notice from a
      Lender prior to the date of any Borrowing that such Lender, contrary to
      its Commitment, will not make available to the Agent such Lender's ratable
      portion of such Borrowing, the Agent may assume that such Lender has made
      such portion available to the Agent on the date of such Borrowing in
      accordance with subsection (a) of this Section 2.02 and the Agent may, in
      reliance upon such assumption, make available to the applicable Borrower
      on such date a corresponding amount. If and to the extent that such Lender
      shall not have so made such ratable portion available to the Agent, such
      Lender and such Borrower severally agree to repay without duplication to
      the Agent forthwith on demand such corresponding amount together with
      interest thereon, for each day from the date such amount is made available
      to such Borrower until the date such amount is repaid to the Agent, at (i)
      in the case of such Borrower, the interest rate applicable at the time to
      Advances comprising such Borrowing and (ii) in the case of such Lender,
      the Federal Funds Rate. If such Lender shall repay to the Agent such
      corresponding amount, such amount so repaid shall constitute such Lender's
      Advance as part of such Borrowing for purposes of this Agreement.

                  (e)   The failure of any Lender to make the Advance to be made
      by it as part of any Borrowing shall not relieve any other Lender of its
      obligation, if any, hereunder to make its Advance on the date of such
      Borrowing, but no Lender shall be responsible for the failure of any other
      Lender to make the Advance to be made by such other Lender on the date of
      any Borrowing. Nothing herein shall be deemed to prejudice any rights
      which any Borrower may have against a Lender as a result of any default by
      a Lender hereunder.

                  SECTION 2.03. Fees. (a) Facility Fee. The Borrowers agree to
      pay to the Agent for the account of each Lender a facility fee on the
      aggregate amount of such Lender's Commitment from the Effective Date in
      the case of each Initial Lender and from the effective date specified in
      the Assignment and Acceptance pursuant to which it became a Lender in the
      case of each other Lender until the Termination Date at a rate per annum
      equal to

                                       12

<PAGE>

      the Applicable Percentage in effect from time to time, payable in arrears
      quarterly on the last day of each March, June, September and December,
      commencing June 30, 2004, and on the Termination Date.

                  (b)   Participation Fees. The Borrowers agree to pay to the
      Agent for the account of each Lender a participation fee (i) on the date
      that is 180 days after the Closing Date, equal to 0.15% of each Lender's
      Commitment on such date and (ii) on the date that is 270 days after the
      Closing Date, equal to 0.15% of each Lender's Commitment on such date.

                  (c)   Agent's Fees. The Company shall pay to the Agent for its
      own account the fees set forth in the fee letter between the Company and
      the Agent or as may from time to time be otherwise agreed in writing
      between the Company and the Agent.

                  SECTION 2.04. Termination or Reduction of the Commitments. (a)
      Optional. The Company shall have the right, upon at least three Business
      Days' notice to the Agent, to terminate in whole or permanently reduce
      ratably in part the unused portions of the respective Commitments of the
      Lenders, provided that each partial reduction shall be in the aggregate
      amount of $10,000,000 or an integral multiple of $1,000,000 in excess
      thereof.

                  (b)   Mandatory. The Commitments shall be automatically and
      permanently reduced, on a pro rata basis, on each date on which prepayment
      of Advances is required to be made pursuant to Section 2.09(b) in an
      amount equal to the applicable Reduction Amount, provided that
      notwithstanding the foregoing and Section 2.09(b), in no event shall the
      Commitments be reduced, pursuant to this Section 2.04(b), to less than
      $350,000,000.

                  SECTION 2.05. Repayment of Advances. The Borrowers shall repay
      to the Agent for the ratable account of the Lenders on the Termination
      Date the aggregate principal amount of the Advances then outstanding.

                  SECTION 2.06. Interest on Advances. (a) Scheduled Interest.
      The Borrowers shall pay interest on the unpaid principal amount of each
      Advance owing to each Lender from the date of such Advance until such
      principal amount shall be paid in full, at the following rates per annum:

                  (i)   Base Rate Advances. During such periods as such Advance
            is a Base Rate Advance, a rate per annum equal at all times to the
            sum of (x) the Base Rate in effect from time to time plus (y) the
            Applicable Margin in effect from time to time, payable in arrears
            quarterly on the last day of each March, June, September and
            December during such periods and on the date such Base Rate Advance
            shall be Converted or paid in full.

                  (ii)  Eurodollar Rate Advances. During such periods as such
            Advance is a Eurodollar Rate Advance, a rate per annum equal at all
            times during each Interest Period for such Advance to the sum of (x)
            the Eurodollar Rate for such Interest Period for such Advance plus
            (y) the Applicable Margin in effect from time to time, payable in
            arrears on the last day of such Interest Period and, if such
            Interest Period has a duration of more than three months, on each
            day that occurs during such Interest Period every three months from
            the first day of such Interest Period and on the date such
            Eurodollar Rate Advance shall be Converted or paid in full.

                  (b)   Default Interest. Upon the occurrence and during the
      continuance of an Event of Default that has not been waived, the Agent
      may, and upon the request of the Required Lenders shall, require the
      Borrowers to pay interest ("Default Interest") on (i) the unpaid principal
      amount of each Advance owing to each Lender, payable in arrears on the
      dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum
      equal at all times to 2% per annum above the rate per annum required to be
      paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii)
      to the fullest extent permitted by law, the amount of any interest, fee or
      other amount payable hereunder that is not paid when due, from the date
      such amount shall be due until such amount shall be paid in full, payable
      in arrears on the date such amount shall be paid in full and on demand, at
      a rate per annum equal at all times to 2% per annum above the rate per
      annum required to be paid on Base Rate Advances pursuant to clause (a)(i)
      above; provided, however, that following acceleration of the Advances
      pursuant to Section 6.01, Default Interest shall accrue and be payable
      hereunder whether or not previously required by the Agent.

                                       13

<PAGE>

                  SECTION 2.07. Interest Rate Determination. (a) Each Reference
      Bank agrees to furnish to the Agent timely information for the purpose of
      determining each Eurodollar Rate. If any one or more of the Reference
      Banks shall not furnish such timely information to the Agent for the
      purpose of determining any such interest rate, the Agent shall determine
      such interest rate on the basis of timely information furnished by the
      remaining Reference Banks. The Agent shall give prompt notice to the
      Borrowers and the Lenders of the applicable interest rate determined by
      the Agent for purposes of Section 2.06(a)(i) or (ii), and the rate, if
      any, furnished by each Reference Bank for the purpose of determining the
      interest rate under Section 2.06(a)(ii).

                  (b)   If, with respect to any Eurodollar Rate Advances, the
      Required Lenders notify the Agent that the Eurodollar Rate for any
      Interest Period for such Advances will not adequately reflect the cost to
      such Required Lenders, as determined in the exercise of each such Lender's
      commercially reasonable discretion, of making, funding or maintaining
      their respective Eurodollar Rate Advances for such Interest Period, the
      Agent shall forthwith so notify the Borrowers and the Lenders, whereupon
      (A) the Borrowers will, on the last day of the then existing Interest
      Period therefor, either (x) prepay such Advances or (y) Convert such
      Advances into Base Rate Advances and (B) the obligation of the Lenders to
      make, or to Convert Advances into, Eurodollar Rate Advances shall be
      suspended until the Agent shall notify the Borrowers and the Lenders that
      the circumstances causing such suspension no longer exist.

                  (c)   If any Borrower shall fail to select the duration of any
      Interest Period for any Eurodollar Rate Advances in accordance with the
      provisions contained in the definition of "Interest Period" in Section
      1.01, the Agent will forthwith so notify such Borrower and the Lenders and
      such Advances will automatically, on the last day of the then existing
      Interest Period therefor, Convert into Base Rate Advances.

                  (d)   On the date on which the aggregate unpaid principal
      amount of Eurodollar Rate Advances comprising any Borrowing shall be
      reduced, by payment or prepayment or otherwise, to less than the Borrowing
      Minimum, such Advances shall automatically Convert into Base Rate
      Advances.

                  (e)   Upon the occurrence and during the continuance of any
      Event of Default that has not been waived, (i) each Eurodollar Rate
      Advance will automatically, on the last day of the then existing Interest
      Period therefor, be Converted into Base Rate Advances and (ii) the
      obligation of the Lenders to make, or to Convert Advances into, Eurodollar
      Rate Advances shall be suspended.

                  (f)   If Telerate Markets Page 3750 is unavailable and fewer
      than two Reference Banks furnish timely information to the Agent for
      determining the Eurodollar Rate for any Eurodollar Rate Advances,

                  (i)   the Agent shall forthwith notify the Borrowers and the
            Lenders that the interest rate cannot be determined for such
            Eurodollar Rate Advances,

                  (ii)  with respect to Eurodollar Rate Advances, each such
            Advance will automatically, on the last day of the then existing
            Interest Period therefor, Convert into a Base Rate Advance (or if
            such Advance is then a Base Rate Advance, will continue as a Base
            Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurodollar Rate
            Advances or to Convert Advances into Eurodollar Rate Advances shall
            be suspended until the Agent shall notify the Borrowers and the
            Lenders that the circumstances causing such suspension no longer
            exist.

                  SECTION 2.08. Optional Conversion of Advances. Any Borrower
      may on any Business Day, upon notice given to the Agent not later than
      11:00 A.M. (New York City time) on the third Business Day prior to the
      date of the proposed Conversion and subject to the provisions of Sections
      2.07 and 2.11, Convert any or all Advances of one Type comprising the same
      Borrowing made to it into Advances of the other Type; provided, however,
      that any Conversion of Eurodollar Rate Advances into Base Rate Advances
      shall be made only on the last day of an Interest Period for such
      Eurodollar Rate Advances, any Conversion of Base Rate Advances into
      Eurodollar Rate Advances shall be in an amount not less than the minimum
      amount specified in Section 2.02(b) and no Conversion of any Advances
      shall result in more separate Borrowings than permitted under Section
      2.02(b). Each such notice of a Conversion shall, within the restrictions
      specified above, specify (i) the date of such

                                       14

<PAGE>

      Conversion, (ii) the Advances to be Converted, and (iii) if such
      Conversion is into Eurodollar Rate Advances, the duration of the initial
      Interest Period for each such Advance. Each notice of Conversion shall be
      irrevocable and binding on the Borrower giving such notice.

                  SECTION 2.09. Prepayments of Advances. (a) Optional. Any
      Borrower may, upon notice at least two Business Days prior to the date of
      such prepayment, in the case of Eurodollar Rate Advances, and not later
      than 11:00 A.M. (New York City time) on the date of such prepayment, in
      the case of Base Rate Advances, to the Agent stating the proposed date and
      aggregate principal amount of the prepayment, and if such notice is given,
      such Borrower shall prepay the outstanding principal amount of the
      Advances comprising part of the same Borrowing in whole or ratably in
      part, together with accrued interest to the date of such prepayment on the
      principal amount prepaid; provided, however, that (x) each partial
      prepayment shall be in an aggregate principal amount not less than the
      Borrowing Minimum or a Borrowing Multiple in excess thereof and (y) in the
      event of any such prepayment of a Eurodollar Rate Advance, the applicable
      Borrower shall be obligated to reimburse the Lenders in respect thereof
      pursuant to Section 9.04(c).

                  (b)   Mandatory. (i) The Borrowers shall, on the first
      Business Day after the date of receipt of the Net Cash Proceeds in excess
      of $10,000,000 in the aggregate by the Company or any of its Subsidiaries
      from (A) the sale, lease, transfer or other disposition of any assets of
      the Company or any of its Subsidiaries (other than any sale, lease,
      transfer or other disposition of assets pursuant to clause (i), (ii),
      (iii) or (iv) of Section 5.02(d)), (B) the incurrence or issuance by the
      Company or any of its Subsidiaries of any Debt (other than Debt incurred
      or issued pursuant to clause (i), (ii), (iii), (iv) or (vii) of Section
      5.02(c)) and (C) the sale or issuance by the Company or any of its
      Subsidiaries of any equity interests (including, without limitation,
      receipt of any capital contribution), prepay an aggregate principal amount
      of the Advances comprising part of the same Borrowings in an amount equal
      to the amount of such Net Cash Proceeds. Each such prepayment shall be
      applied ratably to the Advances comprising a Borrowing. The amount
      remaining (if any) after the prepayment in full of the Advances then
      outstanding (the sum of such prepayment amounts and remaining amount being
      referred to herein as the "Reduction Amount") may be retained by the
      Borrowers and the Commitments shall be permanently reduced as set forth in
      Section 2.04(b).

                  (ii) Each prepayment made pursuant to this Section 2.09(b)
      shall be made together with any interest accrued to the date of such
      prepayment on the principal amounts prepaid and, in the case of any
      prepayment of a Eurodollar Rate Advance on a date other than the last day
      of an Interest Period or at its maturity, any additional amounts which the
      Borrowers shall be obligated to reimburse to the Lenders in respect
      thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of
      any prepayment required under this Section 2.09(b) to the Borrowers and
      the Lenders.

                  SECTION 2.10. Increased Costs. (a) If, due to either (i) the
      introduction of or any change in or in the interpretation of any law or
      regulation or (ii) the compliance with any guideline or request from any
      central bank or other governmental authority including, without
      limitation, any agency of the European Union or similar monetary or
      multinational authority (whether or not having the force of law), there
      shall be any increase in the cost to any Lender of agreeing to make or
      making, funding or maintaining Eurodollar Rate Advances (excluding for
      purposes of this Section 2.10 any such increased costs resulting from (i)
      Taxes or Other Taxes (as to which Section 2.13 shall govern) and (ii)
      changes in the basis of taxation of overall net income or overall gross
      income by the United States or by the foreign jurisdiction or state under
      the laws of which such Lender is organized or has its Applicable Lending
      Office or any political subdivision thereof), then the Borrowers shall
      from time to time, without premium or penalty, upon written demand by such
      Lender (with a copy of such demand to the Agent), pay to the Agent for the
      account of such Lender additional amounts sufficient to compensate such
      Lender for such increased cost; provided however, that at such time such
      Lender shall be generally assessing such amounts on a non-discriminatory
      basis against borrowers under agreements having provisions similar to this
      Section. A certificate as to the amount of such increased cost, submitted
      to the Borrowers and the Agent by such Lender, shall be conclusive and
      binding for all purposes, absent error in the calculation of such amounts.

                  (b)   If any Lender determines that compliance with any law or
      regulation or any guideline or request from any central bank or other
      governmental authority (whether or not having the force of law) affects or
      would affect the amount of capital required or expected to be maintained
      by such Lender or any corporation controlling such Lender (taking into
      consideration such Lender's (or such controlling corporation's) policies
      with

                                       15

<PAGE>

      respect to capital adequacy) and that the amount of such capital is
      increased by or based upon the existence of such Lender's commitment to
      lend hereunder and other commitments of this type, then, upon written
      demand by such Lender (with a copy of such demand to the Agent), the
      Borrowers shall pay to the Agent for the account of such Lender, from time
      to time as specified by such Lender, without premium or penalty,
      additional amounts sufficient to compensate such Lender or such
      corporation in the light of such circumstances, to the extent that such
      Lender reasonably determines such increase in capital to be allocable to
      the existence of such Lender's commitment to lend hereunder; provided,
      however, that at such time such Lender shall be generally assessing such
      amounts on a non-discriminatory basis against borrowers under agreements
      having provisions similar to this Section. A certificate as to such
      amounts submitted to the Borrowers and the Agent by such Lender shall be
      conclusive and binding for all purposes, absent error in the calculation
      of such amounts.

                  (c)   Each Lender will notify the Company of any change that
      will entitle such Lender to compensation under this Section 2.10 as
      promptly as practicable, but in any event within 90 days after such Lender
      obtains knowledge thereof; provided, however, that, if any Lender fails to
      give such notice within 90 days after it obtains knowledge of such change,
      such Lender shall, with respect to compensation payable in respect of any
      costs resulting from such change, only be entitled to payment for costs
      incurred from and after the date that such Lender does give such notice
      plus, if such change shall have retroactive effect, costs resulting from
      such change during the period of retroactive effect thereof. Any Lender
      claiming any additional amounts payable pursuant to this Section agrees to
      use reasonable efforts (consistent with its internal policy and legal and
      regulatory restrictions) to change the jurisdiction of its Eurodollar
      Lending Office if the making of such a change would avoid the need for, or
      reduce the amount of, any such additional amounts that may thereafter
      accrue and would not, in the reasonable judgment of such Lender, be
      otherwise disadvantageous to such Lender.

                        SECTION 2.11. Illegality. Notwithstanding any other
      provision of this Agreement, if any Lender shall notify the Agent that the
      introduction of or any change in or in the interpretation of any law or
      regulation makes it unlawful, or any central bank or other governmental
      authority asserts that it is unlawful, for any Lender or its Eurodollar
      Lending Office to perform its obligations hereunder to make Eurodollar
      Rate Advances hereunder, (a) be Converted into a Base Rate Advance and (b)
      the obligation of the Lenders to make Eurodollar Rate Advances or to
      Convert Advances into Eurodollar Rate Advances shall be suspended until
      the Agent shall notify the Borrowers and the Lenders that the
      circumstances causing such suspension no longer exist.

                        SECTION 2.12. Payments and Computations. (a) The
      Borrowers shall make each payment hereunder, irrespective of any right of
      counterclaim or set-off, not later than 11:00 A.M. (New York City time) on
      the day when due in U.S. dollars to the Agent at the Agent's Account in
      same day funds. The Agent will promptly thereafter cause to be distributed
      like funds relating to the payment of principal or interest or facility
      fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or
      9.04(c)) to the Lenders for the account of their respective Applicable
      Lending Offices, and like funds relating to the payment of any other
      amount payable to any Lender to such Lender for the account of its
      Applicable Lending Office, in each case to be applied in accordance with
      the terms of this Agreement. Upon its acceptance of an Assignment and
      Acceptance and recording of the information contained therein in the
      Register pursuant to Section 9.07(c), from and after the effective date
      specified in such Assignment and Acceptance, the Agent shall make all
      payments hereunder and under the Notes in respect of the interest assigned
      thereby to the Lender assignee thereunder, and the parties to such
      Assignment and Acceptance shall make all appropriate adjustments in such
      payments for periods prior to such effective date directly between
      themselves.

                  (b)   All computations of interest based on the Base Rate
      shall be made by the Agent on the basis of a year of 365 or 366 days, as
      the case may be, all computations of interest based on the Eurodollar Rate
      or the Federal Funds Rate and of facility fees shall be made by the Agent
      on the basis of a year of 360 days, in each case for the actual number of
      days (including the first day but excluding the last day) occurring in the
      period for which such interest or facility fees are payable. Each
      determination by the Agent of an interest rate hereunder shall be
      conclusive and binding for all purposes, absent manifest error.

                  (c)   Whenever any payment hereunder or under the Notes shall
      be stated to be due on a day other than a Business Day, such payment shall
      be made on the Business Day next succeeding, and such extension of time
      shall in such case be included in the computation of payment of interest
      or facility fee, as the case may be; provided, however, that, if such
      extension would cause payment of interest on or principal of Eurodollar
      Rate

                                       16

<PAGE>

      Advances to be made in the next following calendar month, such payment
      shall be made on the Business Day next preceding.

                  (d)   Unless the Agent shall have received notice from the
      applicable Borrower prior to the date on which any payment is due to the
      Lenders hereunder that such Borrower will not make such payment in full,
      the Agent may assume that such Borrower has made such payment in full to
      the Agent on such date and the Agent may, in reliance upon such
      assumption, cause to be distributed to each Lender on such due date an
      amount equal to the amount then due such Lender. If and to the extent any
      Borrower shall not have so made such payment in full to the Agent, each
      Lender shall repay to the Agent forthwith on demand such amount
      distributed to such Lender together with interest thereon, for each day
      from the date such amount is distributed to such Lender until the date
      such Lender repays such amount to the Agent, at the Federal Funds Rate.

                        SECTION 2.13. Taxes. (a) Any and all payments by the
      Borrowers to or for the account of any Lender or the Agent hereunder or
      under the Notes shall be made, in accordance with Section 2.12 or the
      applicable provisions of such other documents, free and clear of and
      without deduction for any and all present or future taxes, levies,
      imposts, deductions, charges or withholdings, and all liabilities with
      respect thereto, excluding, in the case of each Lender and the Agent, (i)
      foreign, United States federal, state and local taxes imposed on its
      overall net income and franchise taxes imposed on it in lieu of net income
      taxes by the jurisdiction under the laws of which such Lender or the Agent
      (as the case may be) is organized or any political subdivision thereof, or
      by any jurisdiction where such Lender or the Agent (as the case may be) is
      doing business or any political subdivision thereof and, in the case of
      each Lender, taxes imposed on its overall net income, and franchise taxes
      imposed on it in lieu of net income taxes, by the jurisdiction of such
      Lender's Applicable Lending Office or any political subdivision thereof,
      or by any jurisdiction where such Lender's Applicable Lending Office is
      doing business or any political subdivision thereof and (ii) United States
      state and local withholding taxes (in the appropriate amount) on the gross
      amount of interest paid by the Borrowers for which such Lender or the
      Agent (as the case may be) is entitled to a credit for such withholding
      taxes against a tax described in (i) (all such non-excluded taxes, levies,
      imposts, deductions, charges, withholdings and liabilities in respect of
      payments hereunder or under the Notes being hereinafter referred to as
      "Taxes"). If any Borrower shall be required by law to deduct any Taxes
      from or in respect of any sum payable hereunder or under any Note or any
      other documents to be delivered hereunder to any Lender or the Agent, (x)
      the sum payable shall be increased as may be necessary so that after
      making all required deductions (including deductions applicable to
      additional sums payable under this Section 2.13) such Lender or the Agent
      (as the case may be) receives an amount equal to the sum it would have
      received had no such deductions been made, (y) such Borrower shall make
      such deductions and (z) such Borrower shall pay the full amount deducted
      to the relevant taxation authority or other authority in accordance with
      applicable law. For the avoidance of doubt, if any Borrower shall be
      required by a court of competent jurisdiction to pay over an amount other
      than as Taxes, there shall be no adjustment as to such payment under this
      Section 2.13(a).

                  (b)   In addition, the Borrowers shall pay any present or
      future stamp or documentary taxes or any other excise or property taxes,
      charges or similar levies that arise from any payment made hereunder or
      under the Notes any other documents to be delivered hereunder or from the
      execution, delivery or registration of, performing under, or otherwise
      with respect to, this Agreement or the Notes or any other documents to be
      delivered hereunder (hereinafter referred to as "Other Taxes").

                  (c)   The Borrowers shall indemnify each Lender and the Agent
      for and hold it harmless against the full amount of Taxes or Other Taxes
      (including, without limitation, taxes of any kind imposed or asserted by
      any jurisdiction on amounts payable under this Section 2.13) imposed on or
      paid by such Lender or the Agent (as the case may be) and any liability
      (including penalties, interest and expenses) arising therefrom or with
      respect thereto. This indemnification shall be made within 30 days from
      the date such Lender or the Agent (as the case may be) makes written
      demand therefor.

                  (d)   Within 30 days after the date of any payment of Taxes,
      the Borrowers shall furnish to the Agent, at its address referred to in
      Section 9.02, the original or a certified copy of a receipt evidencing
      such payment to the extent such a receipt is issued therefor, or other
      written proof of payment thereof that is reasonably satisfactory to the
      Agent.

                                       17

<PAGE>

                  (e)   Each Lender organized under the laws of a jurisdiction
      outside the United States, on or prior to the date of its execution and
      delivery of this Agreement in the case of each Initial Lender and on the
      date of the Assignment and Acceptance pursuant to which it becomes a
      Lender in the case of each other Lender, and from time to time thereafter
      as reasonably requested in writing by the Borrowers (but only so long as
      such Lender remains lawfully able to do so), shall provide each of the
      Agent and the Borrowers with two original Internal Revenue Service forms
      W-8BEN or W-8ECI, as appropriate, or any successor or other form
      prescribed by the Internal Revenue Service, properly certifying that such
      Lender is exempt from or entitled to a reduced rate of United States
      withholding tax on payments pursuant to this Agreement or the Notes. If
      the form provided by a Lender at the time such Lender first becomes a
      party to this Agreement indicates a United States interest withholding tax
      rate in excess of zero, withholding tax at such rate shall be considered
      excluded from Taxes (and tax withheld in excess of such rate shall be
      included in Taxes) unless and until such Lender provides the appropriate
      forms certifying that a lesser rate applies, whereupon withholding tax at
      such lesser rate only shall be considered excluded from Taxes for periods
      governed by such form; provided, however, that, if at the date of the
      Assignment and Acceptance pursuant to which a Lender assignee becomes a
      party to this Agreement, the Lender assignor was entitled to payments
      under subsection (a) in respect of United States withholding tax with
      respect to interest paid at such date, then, to such extent, the term
      Taxes shall include (in addition to withholding taxes that may be imposed
      in the future or other amounts otherwise includable in Taxes) United
      States withholding tax, if any, applicable with respect to the Lender
      assignee on such date. If any form or document referred to in this
      subsection (e) requires the disclosure of information, other than
      information necessary to compute the tax payable and information required
      on the date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that
      the Lender reasonably considers to be confidential, the Lender shall give
      notice thereof to the Borrowers and shall not be obligated to include in
      such form or document such confidential information. For purposes of this
      subsection (e), the terms "United States" and "United States person" shall
      have the meanings specified in Section 7701 of the Internal Revenue Code

                  (f)   For any period with respect to which a Lender has failed
      to provide the Borrowers with the appropriate form, certificate or other
      document described in Section 2.13(e) (other than if such failure is due
      to a change in law, or in the interpretation or application thereof,
      occurring subsequent to the date on which a form, certificate or other
      document originally was required to be provided, or if such form otherwise
      is not required under subsection (e) above), such Lender shall not be
      entitled to indemnification under Section 2.13(a) or (c) with respect to
      Taxes imposed by the United States by reason of such failure and the
      Borrowers may withhold at the full United States statutory withholding tax
      rate on interest (currently, 30%); provided, however, that should a Lender
      become subject to Taxes because of its failure to deliver a form,
      certificate or other document required hereunder, the Borrowers shall take
      such steps as the Lender shall reasonably request to assist the Lender to
      recover such Taxes.

                  SECTION 2.14. Sharing of Payments, Etc. If any Lender shall
      obtain any payment (whether voluntary, involuntary, through the exercise
      of any right of set-off, or otherwise) on account of the Advances owing to
      it (other than pursuant to Section 2.10, 2.13 or 9.04(c)) in excess of its
      ratable share of payments on account of the Advances obtained by all the
      Lenders, such Lender shall forthwith purchase from the other Lenders such
      participations in the Advances owing to them as shall be necessary to
      cause such purchasing Lender to share the excess payment ratably with each
      of them; provided, however, that if all or any portion of such excess
      payment is thereafter recovered from such purchasing Lender, such purchase
      from each Lender shall be rescinded and such Lender shall repay to the
      purchasing Lender the purchase price to the extent of such recovery
      together with an amount equal to such Lender's ratable share (according to
      the proportion of (i) the amount of such Lender's required repayment 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. Each Borrower agrees that any
      Lender so purchasing a participation from another Lender pursuant to this
      Section 2.14 may, to the fullest extent permitted by law, exercise all its
      rights of payment (including the right of set-off as provided in Section
      9.05) with respect to such participation as fully as if such Lender were
      the direct creditor of such Borrower in the amount of such participation.

                  SECTION 2.15. Evidence of Debt. (a) Each Lender shall maintain
      in accordance with its usual practice an account or accounts evidencing
      the indebtedness of each Borrower to such Lender resulting from each
      Advance owing to such Lender from time to time, including the amounts of
      principal and interest payable and paid to such Lender from time to time
      hereunder in respect of Advances. Each Borrower agrees that upon notice by
      any Lender to such Borrower (with a copy of such notice to the Agent) to
      the effect that a Note is required or appropriate in order for such Lender
      to evidence (whether for purposes of pledge, enforcement or otherwise) the
      Advances

                                       18

<PAGE>

      owing to, or to be made by, such Lender, such Borrower shall promptly
      execute and deliver to such Lender a Note payable to such Lender in a
      principal amount up to the Commitment of such Lender.

                  (b)   The Register maintained by the Agent pursuant to Section
      9.07(d) shall include a control account, and a subsidiary account for each
      Lender, in which accounts (taken together) shall be recorded (i) the date
      and amount of each Borrowing made hereunder, the Type of Advances
      comprising such Borrowing and, if appropriate, the Interest Period
      applicable thereto, (ii) the terms of each Assignment and Acceptance
      delivered to and accepted by it, (iii) the amount of any principal or
      interest due and payable or to become due and payable from each Borrower
      to each Lender hereunder and (iv) the amount of any sum received by the
      Agent from each Borrower hereunder and each Lender's share thereof.

                  (c)   Entries made in good faith by the Agent in the Register
      pursuant to subsection (b) above, and by each Lender in its account or
      accounts pursuant to subsection (a) above, shall be prima facie evidence
      of the amount of principal and interest due and payable or to become due
      and payable from each Borrower to, in the case of the Register, each
      Lender and, in the case of such account or accounts, such Lender, under
      this Agreement, absent manifest error; provided, however, that the failure
      of the Agent or such Lender to make an entry, or any finding that an entry
      is incorrect, in the Register or such account or accounts shall not limit
      or otherwise affect the obligations of the Borrowers under this Agreement.

                  SECTION 2.16. Use of Proceeds. The proceeds of the Advances
      shall be available (and each of the Borrowers agrees that it or its
      Subsidiaries, as applicable, shall use such proceeds) solely to pay cash
      consideration for the Acquisition and all fees and expenses incurred in
      connection with the Acquisition including the fees and expenses owing to
      the Agent and the Lenders hereunder, to repay Debt of the Company or to
      transfer to the Target sufficient amounts for the repayment of the
      Target's (or its Subsidiaries') Debt, and up to $350,000,000 for general
      corporate purposes of the Company and its Subsidiaries.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of Section
      2.01. Section 2.01 of this Agreement shall become effective on and as of
      the first date on or prior to June 30, 2004 (the "Effective Date") on
      which the following conditions precedent have been satisfied:

                  (a)   There shall have occurred no Material Adverse Change
            since December 31, 2003.

                  (b)   There shall exist no action, suit, investigation,
            litigation or proceeding affecting the Company or any of its
            Subsidiaries pending or, to the knowledge of the Company, threatened
            before any court, governmental agency or arbitrator that (i) could
            be reasonably likely to have a Material Adverse Effect other than
            the matters described on Schedule 3.01(b) hereto (the "Disclosed
            Litigation") or (ii) purports to affect the legality, validity or
            enforceability of this Agreement or any Note or the consummation of
            the transactions contemplated hereby, and there shall have been no
            material adverse change in the status, or financial effect on the
            Company or any of its Subsidiaries, of the Disclosed Litigation from
            that described on Schedule 3.01(b) hereto.

                  (c)   Nothing shall have come to the attention of the Lenders
            during the course of their due diligence investigation to lead them
            to believe that the information presented at the Lenders' Meeting on
            April 29, 2004 was or has become misleading, incorrect or incomplete
            in any material respect; without limiting the generality of the
            foregoing, the Lenders shall have been given such access to the
            management, records, books of account, contracts and properties of
            the Company and its Subsidiaries as they shall have reasonably
            requested.

                  (d)   All governmental and third party consents and approvals
            necessary in connection with the transactions contemplated hereby
            shall have been obtained (without the imposition of any conditions
            that are not acceptable to the Lenders) and shall remain in effect,
            all applicable waiting periods in connection

                                       19

<PAGE>

            with the Acquisition shall have expired without any action being
            taken by any competent authority, and no law or regulation shall be
            applicable in the reasonable judgment of the Lenders, in each case
            that restrains, prevents or imposes materially adverse conditions
            upon the transactions contemplated hereby.

                  (e)   All conditions precedent to the consummation of the
            Acquisition (other than the payment of cash consideration from the
            proceeds of the initial Borrowing hereunder) shall have been
            satisfied substantially in accordance with the terms of the Merger
            Agreement, without any waiver or amendment not consented to by the
            Lenders of any material term, provision or condition set forth
            therein, and in compliance with all applicable laws.

                  (f)   The Company shall have notified each Lender and the
            Agent in writing as to the proposed Effective Date.

                  (g)   The Company shall have paid (i) on the Closing Date, all
            fees due to the Agent and the Lenders on the Closing Date and (ii)
            on or before the Effective Date, all other accrued fees and expenses
            of the Agent and the Lenders (including the accrued reasonable fees
            and expenses of counsel to the Agent).

                  (h)   On the Effective Date, the following statements shall be
            true and the Agent shall have received for the account of each
            Lender a certificate signed by a duly authorized officer of the
            Company, dated the Effective Date, stating that:

                        (i)   The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                        (ii)  No event has occurred and is continuing that
                  constitutes a Default.

                  (i) The Agent shall have received on or before the Effective
            Date the following, each dated such day, in form and substance
            satisfactory to the Agent and (except for the Notes) in sufficient
            copies for each Lender:

                        (i)   The Notes to the Lenders to the extent requested
                  by any Lender pursuant to Section 2.15.

                        (ii)  Certified copies of the resolutions of the Board
                  of Directors of the Company approving this Agreement and the
                  Notes, and of all documents evidencing other necessary
                  corporate action and governmental approvals, if any, with
                  respect to this Agreement and the Notes.

                        (iii) Copies of the unaudited pro forma Consolidated
                  balance sheet of the Company and its Subsidiaries as at
                  December 31, 2003, and the related pro forma Consolidated
                  statements of income and cash flows of the Company and its
                  Subsidiaries for the fiscal year then ended, giving effect to
                  the Acquisition as of January 1, 2003.

                        (iv)  A certificate of the Secretary or an Assistant
                  Secretary of the Company certifying the names and true
                  signatures of the officers of the Company authorized to sign
                  this Agreement and the Notes and the other documents to be
                  delivered hereunder.

                        (v)   A favorable opinion of the Vice President and
                  General Counsel of the Company, substantially in the form of
                  Exhibit D hereto.

                        (vi)  A favorable opinion of Shearman & Sterling LLP,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.

                                       20

<PAGE>

                  SECTION 3.02. Conditions Precedent to the Initial Borrowing of
      Each Designated Subsidiary. The obligation of each Lender to make an
      initial Advance to each Designated Subsidiary following its designation as
      a Borrower hereunder pursuant to Section 9.12 on the occasion of the
      initial Borrowing thereby is subject to the Agent's receipt on or before
      the date of such initial Borrowing of each of the following, in form and
      substance satisfactory to the Agent and dated such date:

                  (a)   The Designation Letter of such Designated Subsidiary, in
            substantially the form of Exhibit E hereto.

                  (b)   The Note of such Designated Subsidiary to the Lenders to
            the extent requested by any Lender pursuant to Section 2.15.

                  (c)   A certificate of the Secretary or an Assistant Secretary
            (or person performing similar functions) of such Designated
            Subsidiary certifying (i) appropriate resolutions of the board of
            directors (or persons performing similar functions) of such
            Designated Subsidiary approving this Agreement and its Notes, and
            all documents evidencing other necessary corporate (or equivalent)
            action and governmental approvals, if any, with respect to this
            Agreement and its Notes (copies of which shall be attached thereto)
            and (ii) the names and true signatures of the officers of such
            Designated Subsidiary authorized to sign the Designation Letter of
            such Designated Subsidiary and its Notes and the other documents to
            be delivered by such Designated Subsidiary hereunder.

                  (d)   A copy of a certificate of the Secretary of State (or
            other appropriate Governmental Authority) of the jurisdiction of
            organization of such Designated Subsidiary, dated reasonably near
            the date of such Borrowing, certifying that such Designated
            Subsidiary is duly organized and in good standing (or the equivalent
            thereof) under the laws of the jurisdiction of its organization.

                  (e)   A certificate signed by a duly authorized officer of
            such Designated Subsidiary, dated as of the date of such Borrowing,
            certifying that such Designated Subsidiary has obtained all
            authorizations, consents, approvals (including, without limitation,
            exchange control approvals) and licenses of any Governmental
            Authority or other third party necessary for such Designated
            Subsidiary to execute and deliver its Designation Letter and its
            Notes and to perform its obligations under this Agreement or any of
            its Notes.

                  (f)   Such other documents, opinions and other information as
            any Lender, through the Agent, may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Borrowing. The
      obligation of each Lender to make an Advance on the occasion of each
      Borrowing shall be subject to the conditions precedent that the Effective
      Date shall have occurred and on the date of such Borrowing (a) the
      following statements shall be true (and each of the giving of the
      applicable Notice of Borrowing and the acceptance by any Borrower of the
      proceeds of such Borrowing shall constitute a representation and warranty
      by such Borrower that on the date of such Borrowing such statements are
      true):

                  (i)   the representations and warranties contained in Section
            4.01 (except, in the case of Borrowings made after the initial
            Borrowing, the representations set forth in the last sentence of
            subsection (e) thereof) (and, if such Borrowing shall have been
            requested by a Designated Subsidiary, the representations and
            warranties of such Designated Subsidiary contained in its
            Designation Letter) are correct on and as of such date, before and
            after giving effect to such Borrowing and to the application of the
            proceeds therefrom, as though made on and as of such date except to
            the extent that such representations and warranties expressly relate
            to an earlier specified date, and

                  (ii)  no event has occurred and is continuing, or would result
            from such Borrowing or from the application of the proceeds
            therefrom, that constitutes a Default;

                                       21

<PAGE>

      and (b) the Agent shall have received such other approvals, opinions or
      documents as any Lender through the Agent may reasonably request.

                  SECTION 3.04. Determinations Under Section 3.01. For purposes
      of determining compliance with the conditions specified in Section 3.01,
      each Lender shall be deemed to have consented to, approved or accepted or
      to be satisfied with each document or other matter required thereunder to
      be consented to or approved by or acceptable or satisfactory to the
      Lenders unless an officer of the Agent responsible for the transactions
      contemplated by this Agreement shall have received notice from such Lender
      prior to the date that the Company, by notice to the Lenders, designates
      as the proposed Effective Date, specifying its objection thereto. The
      Agent shall promptly notify the Lenders of the occurrence of the Effective
      Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Company.
      The Company represents and warrants as follows:

                  (a)   The Company is a corporation duly organized, validly
            existing and in good standing under the laws of the State of Ohio.

                  (b)   The execution, delivery and performance by the Company
            of this Agreement and the Notes to be delivered by it, and the
            consummation of the Acquisition and the other transactions
            contemplated hereby, are within the Company's corporate powers, have
            been duly authorized by all necessary corporate action, and do not
            contravene (i) the Company's charter or code of regulations or (ii)
            any applicable law or any contractual restriction in any material
            contract or, to the knowledge of the chief financial officer of the
            Company, any other contract the breach of which would limit the
            ability of any Borrower to perform its obligations under this
            Agreement or any Notes, binding on or affecting the Company.

                  (c)   No authorization or approval or other action by, and no
            notice to or filing with, any governmental authority or regulatory
            body or any other third party is required for the due execution,
            delivery and performance by the Company of this Agreement or the
            Notes to be delivered by it or for the consummation of the
            Acquisition and the other transactions contemplated hereby, other
            than authorizations, approvals, actions, notices or filings (i) that
            have been duly obtained, taken, given or made and are in full force
            and effect or (ii) as to which the failure to obtain, take, give or
            make would not reasonably be likely to result in a Material Adverse
            Effect. All applicable waiting periods in connection with the
            Acquisition have expired without any action having been taken by any
            competent authority restraining, preventing or imposing materially
            adverse conditions upon the Acquisition.

                  (d)   This Agreement has been, and each of the Notes to be
            delivered by it when delivered hereunder will have been, duly
            executed and delivered by the Company. This Agreement is, and each
            of its Notes when delivered hereunder will be, the legal, valid and
            binding obligation of the Company enforceable against the Company in
            accordance with their respective terms, except to the extent that
            the enforceability thereof may be limited by applicable bankruptcy,
            insolvency, reorganization, moratorium or other similar laws
            generally affecting creditors' rights and by equitable principles
            (regardless of whether enforcement is sought in equity or law).

                  (e)   The Consolidated balance sheet of the Company and its
            Subsidiaries as at December 31, 2003, and the related Consolidated
            statements of income and cash flows of the Company and its
            Subsidiaries for the fiscal year then ended, accompanied by an
            opinion of Deloitte & Touche LLP, independent public accountants,
            and the Consolidated balance sheet of the Company and its
            Subsidiaries as at March 31, 2004, and the related Consolidated
            statements of income and cash flows of the Company and its
            Subsidiaries for the three months then ended, duly certified by the
            chief financial officer of the

                                       22

<PAGE>

            Company, copies of which have been furnished to each Lender, fairly
            present, subject, in the case of said balance sheet as at March 31,
            2004, and said statements of income and cash flows for the three
            months then ended, to year-end audit adjustments, the Consolidated
            financial condition of the Company and its Subsidiaries as at such
            dates and the Consolidated results of the operations of the Company
            and its Subsidiaries for the periods ended on such dates, all in
            accordance with GAAP consistently applied. Since December 31, 2003,
            there has been no Material Adverse Change.

                  (f)   The unaudited Consolidated and consolidating pro forma
            balance sheets of the Company and its Subsidiaries as at December
            31, 2003, and the related unaudited Consolidated and consolidating
            pro forma statements of income and cash flows of the Company and its
            Subsidiaries for the year then ended, certified by the Chief
            Financial Officer of the Company, copies of which have been
            furnished to each Lender, fairly present, to the Chief Financial
            Officer's best knowledge, the Consolidated and consolidating pro
            forma financial condition of the Company and its Subsidiaries as at
            such date and the Consolidated and consolidating pro forma results
            of operations of the Company and its Subsidiaries for the period
            ended on such date, in each case giving effect to the Acquisition as
            of January 1, 2003, all in accordance with GAAP.

                  (g)   There is no pending or, to the Company's knowledge,
            threatened action, suit, investigation, litigation or proceeding,
            including, without limitation, any Environmental Action, affecting
            the Company or any of its Subsidiaries before any court,
            governmental agency or arbitrator that (i) would be reasonably
            likely to have a Material Adverse Effect (other than the Disclosed
            Litigation) or (ii) purports to affect the legality, validity or
            enforceability of this Agreement or any Note or the consummation of
            the transactions contemplated hereby, and there has been no adverse
            change in the status, or financial effect on the Company or any of
            its Subsidiaries, of the Disclosed Litigation from that described on
            Schedule 3.01(b) hereto.

                  (h)   The Information Memorandum and any other information,
            exhibit or report that has been or will hereafter be furnished by or
            on behalf of the Company or any Borrower to the Agent or any Lender
            in connection with the negotiation and syndication of this Agreement
            or pursuant to the terms of this Agreement is and will be when
            furnished, taken as a whole, complete and correct in all material
            respects and does not and will not, when furnished, contain any
            untrue statement of a material fact or omit to state a material fact
            necessary in order to make the statements contained therein not
            misleading in light of the circumstances under which such statements
            were or are made.

                  (i)   The Company is not engaged in the business of extending
            credit for the purpose of purchasing or carrying margin stock
            (within the meaning of Regulation U issued by the Board of Governors
            of the Federal Reserve System), and no proceeds of any Advance will
            be used to purchase or carry any margin stock or to extend credit to
            others for the purpose of purchasing or carrying any margin stock.

                  (j)   No Borrower is an "investment company", or a company
            "controlled" by an "investment company", within the meaning of the
            Investment Company Act of 1940, as amended.

                  (k)   The Company is, individually and together with its
            Subsidiaries, Solvent. "Solvent" means, with respect to any Person
            on a particular date, that on such date (i) the fair value of the
            property of such Person is greater than the total amount of
            liabilities, including, without limitation, contingent liabilities,
            of such Person, (ii) 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, (iii) such Person does not intend to, and does
            not believe that it will, incur debts or liabilities beyond such
            Person's ability to pay such debts and liabilities as they mature
            and (iv) such Person is not engaged in business or a transaction,
            and 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 the light of all the facts and
            circumstances

                                       23

<PAGE>

            existing at such time, represents the amount that can reasonably be
            expected to become an actual or matured liability.

                                    ARTICLE V

                           COVENANTS OF THE BORROWERS

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
      shall remain unpaid or any Lender shall have any Commitment hereunder,
      each Borrower will:

                  (a)   Compliance with Laws, Etc. Comply, and 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, compliance with ERISA and Environmental
            Laws.

                  (b)   Payment of Taxes, Etc. Pay and discharge, and cause each
            of its Subsidiaries to pay and discharge, before the same shall
            become delinquent, (i) all taxes, assessments and governmental
            charges or levies imposed upon it or upon its property and (ii) all
            lawful claims that, if unpaid, might by law become a Lien upon its
            property; provided, however, that neither such Borrower nor any of
            its Subsidiaries shall be required to pay or discharge any such tax,
            assessment, charge or claim that is being contested in good faith
            and by proper proceedings.

                  (c)   Maintenance of Insurance. Maintain, and cause each of
            its Subsidiaries to maintain, insurance with responsible and
            reputable insurance companies or associations in such amounts and
            covering such risks as is usually carried by companies engaged in
            similar businesses and owning similar properties in the same general
            areas in which such Borrower or such Subsidiary operates; provided,
            however, that such Borrower and its Subsidiaries may self-insure to
            the same extent as other companies engaged in similar businesses and
            owning similar properties and to the extent consistent with prudent
            business practice.

                  (d)   Preservation of Corporate Existence, Etc. Preserve and
            maintain, and cause each of its Subsidiaries to preserve and
            maintain, its corporate existence, rights (charter and statutory)
            and franchises; provided, however, that such Borrower and its
            Subsidiaries may consummate any merger or consolidation permitted
            under Section 5.02(b) and provided further that neither such
            Borrower nor any of its Subsidiaries shall be required to preserve
            any right or franchise if the Board of Directors of such Borrower or
            such Subsidiary shall determine that the preservation thereof is no
            longer desirable in the conduct of the business of such Borrower or
            such Subsidiary, as the case may be, and that the loss thereof is
            not disadvantageous in any material respect to such Borrower, such
            Subsidiary or the Lenders.

                  (e)   Visitation Rights. At any reasonable time and from time
            to time, upon reasonable notice and during normal business hours,
            permit the Agent or any of the Lenders or any agents or
            representatives thereof, to examine and make copies of and abstracts
            from the records and books of account of, and visit the properties
            of, such Borrower and any of its Subsidiaries, and to discuss the
            affairs, finances and accounts of such Borrower and any of its
            Subsidiaries with any of their officers or directors and with their
            independent certified public accountants.

                  (f)   Keeping of Books. Keep, and cause each of its
            Subsidiaries to keep, proper books of record and account, in which
            full and correct entries shall be made of all financial transactions
            and the assets and business of such Borrower and each such
            Subsidiary in accordance with GAAP in effect from time to time.

                  (g)   Maintenance of Properties, Etc. Maintain and preserve,
            and cause each of its Subsidiaries to maintain and preserve, all of
            its properties that are used or useful in the conduct of its
            business in good working order and condition, ordinary wear and tear
            excepted.

                                       24

<PAGE>

                  (h)   Reporting Requirements. Furnish to the Lenders:

                        (i)   as soon as available and in any event within 60
                  days after the end of each of the first three quarters of each
                  fiscal year of the Company, the Consolidated balance sheet of
                  the Company and its Subsidiaries as of the end of such quarter
                  and Consolidated statements of income and cash flows of the
                  Company and its Subsidiaries for the period commencing at the
                  end of the previous fiscal year and ending with the end of
                  such quarter, duly certified (subject to year-end audit
                  adjustments) by the chief financial officer of the Company as
                  having been prepared in accordance with GAAP and certificates
                  of the chief financial officer of the Company as to compliance
                  with the terms of this Agreement and setting forth in
                  reasonable detail the calculations necessary to demonstrate
                  compliance with Section 5.03;

                        (ii)  as soon as available and in any event within 120
                  days after the end of each fiscal year of the Company, a copy
                  of the annual report for such year for the Company and its
                  Subsidiaries, containing the Consolidated balance sheet of the
                  Company and its Subsidiaries as of the end of such fiscal year
                  and Consolidated statements of income and cash flows of the
                  Company and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion acceptable to the Required
                  Lenders by Deloitte & Touche LLP or other independent public
                  accountants reasonably acceptable to the Required Lenders.
                  There shall also be provided, in reasonable detail, the
                  calculations necessary to demonstrate compliance with Section
                  5.03;

                        (iii) as soon as possible and in any event within five
                  days after a responsible officer of the Company knows or
                  should have known of the occurrence of each Default continuing
                  on the date of such statement, a statement of the chief
                  financial officer of the Company setting forth details of such
                  Default and the action that the Company has taken and/or
                  proposes to take with respect thereto;

                        (iv)  promptly after the sending or filing thereof,
                  copies of all reports that the Company sends to any of its
                  security holders, and copies of all reports and registration
                  statements that the Company or any Subsidiary files with the
                  Securities and Exchange Commission or any national securities
                  exchange;

                        (v)   promptly after the commencement thereof, notice of
                  all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Company or any of its
                  Subsidiaries of the type described in Section 4.01(g); and

                        (vi)  such other information respecting the Company or
                  any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  (i)   Pari Passu Status. Ensure, and cause each of its
            Designated Subsidiaries to ensure, that the Debt outstanding under
            this Agreement and the Notes ranks at least pari passu with all
            other senior unsecured Debt of the Company or such Designated
            Subsidiary, as the case may be.

                  (j)   Transactions with Affiliates. Conduct, and cause each of
            its Subsidiaries to conduct, all transactions otherwise permitted
            under this Agreement with any of their Affiliates on terms that are
            fair and reasonable and no less favorable to the Company or such
            Subsidiary than it would obtain in a comparable arm's-length
            transaction with a Person not an Affiliate.

                  SECTION 5.02. Negative Covenants. So long as any Advance shall
      remain unpaid or any Lender shall have any Commitment hereunder, the
      Borrowers will not:

                  (a)   Liens, Etc. Create or suffer to exist, or permit any of
            its Subsidiaries to create or suffer to exist, any Lien on or with
            respect to any of its properties, whether now owned or hereafter
            acquired, or assign, or permit any of its Subsidiaries to assign,
            any right to receive income, other than:

                                       25

<PAGE>

                        (i)    Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto,

                        (ii)   purchase money Liens upon or in any real property
                  or equipment acquired or held by the Company or any Subsidiary
                  in the ordinary course of business (including any Lien in
                  respect of a capitalized lease of personal property) to secure
                  the purchase price of such property or equipment or to secure
                  Debt incurred solely for the purpose of financing the
                  acquisition or lease of such property or equipment, or Liens
                  existing on such property or equipment at the time of its
                  acquisition (other than any such Liens created in
                  contemplation of such acquisition that were not incurred to
                  finance the acquisition of such property) or extensions,
                  renewals or replacements of any of the foregoing for the same
                  or a lesser amount, provided, however, that no such Lien shall
                  extend to or cover any properties of any character other than
                  the real property or equipment being acquired or leased, and
                  no such extension, renewal or replacement shall extend to or
                  cover any properties not theretofore subject to the Lien being
                  extended, renewed or replaced,

                        (iii)  Liens asserted by warehousemen, mechanics or
                  materialmen which Liens are being contested in good faith by
                  appropriate proceedings diligently conducted and for which
                  reserves in accordance with GAAP are being maintained on the
                  books of the Company and any mechanic's, carrier's, landlord's
                  or similar common law or statutory lien incurred in the normal
                  course of business which has not been docketed as a judgment,

                        (iv)   Liens or levies for taxes, fees, assessments or
                  governmental charges not yet due and payable or being
                  contested in good faith by appropriate proceedings diligently
                  conducted and Liens resulting from or incurred with respect to
                  legal proceedings which are being contested in good faith by
                  appropriate proceedings diligently conducted; provided that
                  reserves in accordance with GAAP are being maintained on the
                  books of the Company with respect to such taxes, fees,
                  assessments, governmental charges and legal proceedings,

                        (v)    Liens securing only workers' compensation,
                  unemployment insurance or similar obligations and/or deposits
                  or pledges made in connection with, or to secure payment of,
                  utilities or similar services, leases, workers' compensation,
                  unemployment insurance, old age pensions or other social
                  security obligations,

                        (vi)   Encumbrances as set forth in all deeds, title
                  insurance and mortgages existing as of the Effective Date in
                  respect of all real property owned or leased by the Company or
                  any of its Subsidiaries and any other zoning or deed
                  restrictions, public utility easements, minor title
                  irregularities and similar matters having no material adverse
                  effect as a practical matter on the ownership or use of any of
                  the real property in question,

                        (vii)  Liens securing or given in lieu of surety, stay,
                  appeal or performance bonds (other than contracts for the
                  payment of indebtedness for borrowed money), or deposits
                  required by law or governmental regulations or by any court
                  order, decree, judgment or rule or as a condition to the
                  transaction of business or the exercise of any right,
                  privilege or license, or Liens arising from a judgment not
                  constituting an Event of Default,

                        (viii) Interest or title of a lessor under a lease,

                        (ix)   Liens in favor of the Agent or a Lender, if any,
                  to secure the obligations of the Borrowers under this
                  Agreement,

                        (x)    Liens created or assumed in purchasing,
                  constructing or improving any real property or to which any
                  real property is subject when purchased; provided, however,
                  that: (x) the mortgage, security interest or other lien is
                  confined to the property in question, and (y) the indebtedness
                  secured thereby is non-recourse as to the Company and does not
                  exceed the total cost of the purchase, construction or
                  improvement,

                                       26

<PAGE>

                        (xi)   Any transfer of a check or other medium of
                  payment for deposit or collection, or any similar transaction
                  in the normal course of business,

                        (xii)  Any financing statement perfecting a security
                  interest that would be permissible under this Section 5.02(a),

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

                        (xiv)  other Liens securing Debt in an aggregate
                  principal amount not to exceed $5,000,000 at any time
                  outstanding, and

                        (xv)   the replacement, extension or renewal of any Lien
                  permitted by clause (i), (ii), (viii), (ix) or (xii) above
                  upon or in the same property theretofore subject thereto or
                  the replacement, extension or renewal (without increase in the
                  amount or change in any direct or contingent obligor) of the
                  Debt secured thereby.

                  (b)   Mergers, Acquisitions, Etc. Merge with or into or
            consolidate with any other Person; liquidate, wind up, dissolve or
            divide; acquire all or substantial all of the properties or assets
            of any ongoing concern or going line of business; acquire all or
            substantially all of the capital stock or other equity interests in
            or of any other Person other than in the ordinary course of
            business; or agree, become or remain liable (contingently or
            otherwise) to do any of the foregoing, or permit any of its
            Subsidiaries to do any of the foregoing, except:

                        (i)   the Company may consummate the Acquisition,

                        (ii)  the Company or any Subsidiary may acquire all or
                  substantially all of the properties or assets of any other
                  Person, acquire all or substantially all of the capital stock
                  or other equity interests in or of any other Person, or become
                  or remain liable (contingently or otherwise) to do any of the
                  foregoing, provided that the total value of the consideration
                  for all transactions permitted under this clause (ii) shall
                  not exceed $25,000,000 in the aggregate,

                        (iii) a directly or indirectly wholly-owned Subsidiary
                  of the Company (or any Subsidiary of such Subsidiary) may
                  merge with or into or consolidate with or into any other
                  wholly-owned Subsidiary of the Company (or any Subsidiary of
                  such Subsidiary),

                        (iv)  the Company may acquire all or substantially all
                  of the properties or assets of any Subsidiary, and

                        (v)   a directly or indirectly wholly-owned Subsidiary
                  of the Company (or any Subsidiary of such Subsidiary) may
                  merge with the Company, provided that the Company shall be the
                  surviving corporation, and

            provided further, in the case of each transaction permitted in
            clauses (i), (ii) and (iii), that no Default shall have occurred and
            be continuing at the time of such proposed transaction or would
            result therefrom.

                  (c)   Debt. Create or suffer to exist, or permit any of its
            Subsidiaries to create or suffer to exist, any Debt other than:

                        (i)   Debt outstanding under this Agreement and the
                  Notes,

                                       27

<PAGE>

                        (ii)  Debt owed to the Company or to a direct or
                  indirect wholly-owned Subsidiary of the Company,

                        (iii) Debt existing as of March 31, 2004 and described
                  on Schedule 5.02(c) hereto (the "Existing Debt"), and any Debt
                  extending the maturity of, or refunding or refinancing, in
                  whole or in part, the Existing Debt, provided that the
                  principal amount of such Existing Debt shall not be increased
                  above the principal amount thereof outstanding immediately
                  prior to such extension, refunding or refinancing, and the
                  direct and contingent obligors therefor shall not be changed,
                  as a result of or in connection with such extension, refunding
                  or refinancing,

                        (iv)  Debt secured by Liens permitted by Section
                  5.02(a)(ii) or (xi) aggregating for all of the Company's
                  Subsidiaries not more than $5,000,000 at any one time
                  outstanding,

                        (v)   unsecured Debt incurred in the ordinary course of
                  business aggregating for the Company and its Subsidiaries, of
                  which not more than $10,000,000 at any one time outstanding
                  shall be incurred by Subsidiaries of the Company,

                        (vi)  secured Debt incurred in the ordinary course of
                  business aggregating for the Company and its Subsidiaries not
                  more than $5,000,000 at any time outstanding, and

                        (vii) endorsement of negotiable instruments for deposit
                  or collection or similar transactions in the ordinary course
                  of business.

                  (d)   Sales, Etc. of Assets. Sell, lease, transfer or
            otherwise dispose of, or permit any of its Subsidiaries to sell,
            lease, transfer or otherwise dispose of, any assets, or grant any
            option or other right to purchase, lease or otherwise acquire any
            assets, except (i) sales of inventory in the ordinary course of its
            business, (ii) sales, transfers or other dispositions of obsolete or
            worn-out tools, equipment or other property (including leasehold
            interests) no longer used or useful in business and sales of
            intellectual property determined to be uneconomical, negligible or
            obsolete, (iii) in a transaction authorized by subsection (b) of
            this Section, (iv) sales, leases, transfers and other dispositions
            of assets by (x) the Company to any Subsidiary or (y) by any
            Subsidiary to the Company or any other Subsidiary and (v) sales of
            assets for fair value in an aggregate amount not to exceed
            $50,000,000 in any year, provided that in the case of the sale of
            any asset in a single transaction or a series of related
            transactions in an aggregate amount exceeding $20,000,000, the fair
            value of such asset shall have been determined in good faith by the
            Board of Directors of the Company, provided that in the case of
            sales of assets pursuant to this clause (v), the Borrowers shall, on
            the date of receipt by any Borrower or any of its Subsidiaries of
            the Net Cash Proceeds from such sale, prepay the Advances pursuant
            to, and in the amount and order of priority set forth in, Section
            2.09(b), as specified therein.

                  (e)   Investments in Other Persons. Make or hold, or permit
            any of its Subsidiaries to make or hold, any Investment in any
            Person other than:

                        (i)   Investments by the Company and its Subsidiaries in
                  their Subsidiaries outstanding on the date hereof, Investments
                  in Subsidiaries of the Company as required or is reasonably
                  desirable to comply with thin capitalization rules in
                  jurisdictions outside the United States and additional
                  investments in wholly owned Subsidiaries in an aggregate
                  amount invested from the date hereof not to exceed
                  $10,000,000;

                        (ii)  Investments by the Company made as capital
                  contributions to any of its direct or indirect Subsidiaries
                  for the purpose of repaying, prepaying or otherwise retiring
                  Debt of the Target or its direct or indirect Subsidiaries
                  existing at the date of the Acquisition or restructuring
                  Subsidiaries of the Borrower in connection with the
                  Acquisition;

                                       28

<PAGE>

                        (iii)  loans and advances to employees in the ordinary
                  course of the business of the Company and its Subsidiaries as
                  presently conducted in an aggregate principal amount not to
                  exceed $2,000,000 at any time outstanding;

                        (iv)   Investments in Marketable Securities;

                        (v)    Investments made by the Company or its
                  Subsidiaries in joint ventures as required by the applicable
                  joint venture agreement in effect as of the date hereof;

                        (vi)   Investments consisting of intercompany Debt
                  permitted under Section 5.02(c)(ii);

                        (vii)  any endorsement of a check or other medium of
                  payment for deposit or collection, or any similar transaction
                  in the ordinary course of business;

                        (viii) the Company and its Subsidiaries may acquire
                  and hold receivables and similar items owing to them in the
                  ordinary course of business and payable or dischargeable in
                  accordance with customary trade terms;

                        (ix)   the Guaranteed Obligations;

                        (x)    intercompany loans and advances permitted by
                  Section 5.02(c)(ii);

                        (xi)   the Company and its Subsidiaries may acquire and
                  own Investments (including debt obligations) received in
                  connection with the bankruptcy or reorganization of customers
                  and suppliers and in settlement of delinquent obligations of,
                  and other disputes with, customers and suppliers arising in
                  the ordinary course of business;

                        (xii)  Investments by Subsidiaries of the Company
                  organized outside of the United States in the following (or
                  the equivalent thereof in the applicable foreign
                  jurisdiction): (A) time deposits maturing within one year from
                  the date of purchase thereof, including certificates of
                  deposit issued by any bank or trust company organized outside
                  of the United States that has total assets aggregating at
                  least $200,000,000 or the equivalent in a foreign currency,
                  (B) fully collateralized repurchase agreements having a term
                  of not more than 30 days and covering securities described in
                  subsection (A) above entered into with any bank or trust
                  company described in subsection (A) above, or (C) investments
                  in money market funds substantially all of the assets of which
                  are comprised of securities described in (A) and (B) above;

                        (xiii) loans and advances to customers and vendors in
                  the ordinary course of business of the Company and its
                  Subsidiaries as presently conducted in an aggregate principal
                  amount not to exceed $10,000,000 at any time outstanding; and

                        (xiv)  other Investments in an aggregate amount invested
                  not to exceed $10,000,000.

                  (f)   Payment Restrictions Affecting Subsidiaries. Directly or
            indirectly, enter into or suffer to exist, or permit any of its
            Subsidiaries to enter into or suffer to exist, any agreement or
            arrangement limiting the ability of any of its Subsidiaries to
            declare or pay dividends or other distributions in respect of its
            equity interests or repay or prepay any Debt owed to, make loans or
            advances to, or otherwise transfer assets to or invest in, the
            Company or any Subsidiary of the Company (whether through a covenant
            restricting dividends, loans, asset transfers or investments, a
            financial covenant or otherwise), except (i) any agreement or
            instrument evidencing Debt existing on the date hereof and (ii) any
            agreement in effect at the time such Subsidiary becomes a Subsidiary
            of the Company, so long as such agreement was not entered into
            solely in contemplation of such Person becoming a Subsidiary of the
            Company.

                                       29

<PAGE>

                  (g)   Accounting Changes. Make or permit, or permit any of its
            Subsidiaries to make or permit, any change in accounting policies or
            reporting practices, except as required or permitted by GAAP.

                  (h)   Change in Nature of Business. Make, or permit any of its
            Subsidiaries to make, any material change in the nature of the
            business of the Company and its Subsidiaries considered as a whole
            as carried on at the date hereof.

                  SECTION 5.03. Financial Covenants. So long as any Advance
      shall remain unpaid or any Lender shall have any Commitment hereunder, the
      Company will:

                  (a)   Debt/EBITDA Ratio. Maintain a ratio of Consolidated Debt
            to Consolidated EBITDA for the period of twelve months most recently
            ended of not greater than 5.75 : 1.00.

                  (b)   Interest Coverage Ratio. Maintain a ratio of
            Consolidated EBITDA for the period of four quarters most recently
            ended to cash interest payable on, and amortization of debt discount
            in respect of, all Debt (other than Debt of the Target outstanding
            at the date of the Acquisition) during such period, by the Company
            and its Subsidiaries of not less than 3.50 : 1.00.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
      events ("Events of Default") shall occur and be continuing:

                  (a)   Any Borrower shall fail to pay any principal of any
            Advance when the same becomes due and payable; or any Borrower shall
            fail to pay any interest on any Advance or make any other payment of
            fees or other amounts payable under this Agreement or any Note
            within four Business Days after the same becomes due and payable; or

                  (b)   Any representation or warranty made by any Borrower
            herein or by any Borrower (or any of its corporate officers) in
            connection with this Agreement shall prove to have been incorrect in
            any material respect when made; or

                  (c)   (i) The Borrowers shall fail to perform or observe any
            term, covenant or agreement contained in Section 5.01(d), (e) or
            (h), 5.02 or 5.03, or (ii) the Borrowers shall fail to perform or
            observe any other term, covenant or agreement contained in this
            Agreement on its part to be performed or observed if such failure
            shall remain unremedied for 15 days after written notice thereof
            shall have been given to the Company by the Agent or any Lender; or

                  (d)   The Company or any of its Subsidiaries shall fail to pay
            any principal of or premium or interest on any Debt that is
            outstanding in a principal amount of at least $25,000,000 in the
            aggregate at any one time (but excluding Debt outstanding hereunder)
            of the Company or such Subsidiary (as the case may be), when the
            same becomes due and payable (whether by scheduled maturity,
            required prepayment, acceleration, demand or otherwise), and such
            failure shall continue after the applicable grace period, if any,
            specified in the agreement or instrument relating to such Debt; or
            any other event shall occur or condition shall exist under any
            agreement or instrument relating to any such Debt and shall continue
            after the applicable grace period, if any, specified in such
            agreement or instrument, if the effect of such event or condition is
            to accelerate, or to permit the acceleration of, the maturity of
            such Debt; or any such Debt shall be declared to be due and payable,
            or required to be prepaid or redeemed (other than by a regularly
            scheduled required prepayment or redemption), purchased or defeased,
            or an offer to prepay, redeem, purchase or defease such Debt shall
            be required to be made, in each case prior to the stated maturity
            thereof; or

                                       30
<PAGE>
            (e)   The Company or any of its Subsidiaries shall generally not pay
      its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against the Company or any of its Subsidiaries seeking to adjudicate it a
      bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of it or its
      debts under any law relating to bankruptcy, insolvency or reorganization
      or relief of debtors, or seeking the entry of an order for relief or the
      appointment of a receiver, trustee, custodian or other similar official
      for it or for any substantial part of its property and, in the case of any
      such proceeding instituted against it (but not instituted by it), either
      such proceeding shall remain undismissed or unstayed for a period of 60
      days, or any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment
      of a receiver, trustee, custodian or other similar official for, it or for
      any substantial part of its property) shall occur; or the Company or any
      of its Subsidiaries shall take any corporate action to authorize any of
      the actions set forth above in this subsection (e); or

            (f)   Judgments or orders for the payment of money in excess of
      $25,000,000 in the aggregate shall be rendered against the Company or any
      of its Subsidiaries 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 10 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; provided, however, that any such judgment or order shall
      not be an Event of Default under this Section 6.01(f) if and for so long
      as (i) the amount of such judgment or order is covered by a valid and
      binding policy of insurance between the defendant and the insurer covering
      payment thereof and (ii) such insurer, which shall be rated at least "A"
      by A.M. Best Company, has been notified of, and has not disputed the claim
      made for payment of, the amount of such judgment or order; or

            (g)   (i) Any Person or two or more Persons acting in concert shall
      have acquired beneficial ownership (within the meaning of Rule 13d-3 of
      the Securities and Exchange Commission under the Securities Exchange Act
      of 1934), directly or indirectly, of Voting Stock of the Company (or other
      securities convertible into such Voting Stock) representing 20% or more of
      the combined voting power of all Voting Stock of the Company; or (ii)
      during any period of up to 24 consecutive months, commencing before or
      after the date of this Agreement, individuals who at the beginning of such
      24-month period were directors of the Company shall cease for any reason
      to constitute a majority of the board of directors of the Company; or

            (h)   The Company or any of its ERISA Affiliates shall incur, or, in
      the reasonable opinion of the Required Lenders, shall be reasonably likely
      to incur liability in excess of $25,000,000 in the aggregate as a result
      of one or more of the following: (i) the occurrence of any ERISA Event;
      (ii) the partial or complete withdrawal of the Company or any of its ERISA
      Affiliates from a Multiemployer Plan; or (iii) the reorganization or
      termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrowers, declare the
obligation of each Lender to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrowers, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by each Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to any
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances shall automatically be terminated and (B) the Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by each Borrower.

                                   ARTICLE VII

                                       31

<PAGE>

                                    GUARANTY

      SECTION 7.01. Guaranty. The Company hereby absolutely, unconditionally and
irrevocably guarantees the punctual payment when due, whether at
scheduled maturity or on any date of a required prepayment or by acceleration,
demand or otherwise, of all obligations of each other Borrower now or hereafter
existing under or in respect of this Agreement and the Notes of such Borrower
(including, without limitation, any extensions, modifications, substitutions,
amendments or renewals of any or all of the foregoing obligations), whether
direct or indirect, absolute or contingent, and whether for principal, interest,
premiums, fees, indemnities, contract causes of action, costs, expenses or
otherwise (such obligations being the "Guaranteed Obligations"), and agrees to
pay any and all expenses (including, without limitation, reasonable fees and
expenses of counsel) incurred by the Agent or any Lender in enforcing any rights
under this Guaranty. Without limiting the generality of the foregoing, the
Company's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Borrower to the Agent or
any Lender under or in respect of this Agreement and its Notes but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such other Borrower.
Notwithstanding any other provisions of this Agreement, stock of a foreign
entity directly held by the Company shall not serve as security for the
Guaranteed Obligations, other than stock of any such foreign entity representing
no more than 65% of the total combined voting power of all classes of stock of
such entity entitled to vote.

      SECTION 7.02. Guaranty Absolute. The Company guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the applicable Notes, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of the Agent or any Lender with respect thereto. The obligations
of the Company under or in respect of this Guaranty are independent of the
Guaranteed Obligations or any other obligations of any other Borrower under or
in respect of this Agreement and the Notes, and a separate action or actions may
be brought and prosecuted against the Company to enforce this Guaranty,
irrespective of whether any action is brought against any other Borrower or
whether any other Borrower is joined in any such action or actions. The
liability of the Company under this Guaranty shall be irrevocable, absolute and
unconditional irrespective of, and to the extent not prohibited by applicable
law, the Company hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:

            (a)   any lack of validity or enforceability of this Agreement, any
      Note or any agreement or instrument relating thereto;

            (b)   any change in the time, manner or place of payment of, or in
      any other term of, all or any of the Guaranteed Obligations or any other
      obligations of any other Borrower under or in respect of this Agreement,
      and Notes, or any other amendment or waiver of or any consent to departure
      from this Agreement or any Note, including, without limitation, any
      increase in the Guaranteed Obligations resulting from the extension of
      additional credit to any Borrower or any of its Subsidiaries or otherwise;

            (c)   any taking, exchange, release or amendment or waiver of, or
      consent to departure from, any other guaranty, for all or any of the
      Guaranteed Obligations;

            (d)   any manner of application of collateral, if any, or proceeds
      thereof, to all or any of the Guaranteed Obligations, or any manner of
      sale or other disposition of any collateral for all or any of the
      Guaranteed Obligations or any other obligations of any Borrower under this
      Agreement or the Notes or any other assets of any Borrower or any of its
      Subsidiaries;

            (e)   any change, restructuring or termination of the corporate
      structure or existence of any Borrower or any of its Subsidiaries;

            (f)   any failure of the Agent or any Lender to disclose to any
      Borrower any information relating to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of any other
      Borrower now or hereafter known to the Agent or such Lender (the Company
      waiving any duty on the part of the Agent and the Lenders to disclose such
      information);

                                       32

<PAGE>

            (g)   the release or reduction of liability of any other guarantor
      or surety with respect to the Guaranteed Obligations; or

            (h)   any other circumstance (including, without limitation, any
      statute of limitations) or any existence of or reliance on any
      representation by the Agent or any Lender that might otherwise constitute
      a defense available to, or a discharge of, any Borrower or any other
      guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Agent or any Lender or any other Person
upon the insolvency, bankruptcy or reorganization of any other Borrower or
otherwise, all as though such payment had not been made.

            SECTION 7.03. Waivers and Acknowledgments. (a) The Company hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that the
Agent or any Lender protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Borrower or
any other Person or any collateral.

            (b)   The Company hereby unconditionally and irrevocably waives any
      right to revoke this Guaranty and acknowledges that this Guaranty is
      continuing in nature and applies to all Guaranteed Obligations, whether
      existing now or in the future.

            (c)   The Company hereby unconditionally and irrevocably waives (i)
      any defense arising by reason of any claim or defense based upon an
      election of remedies by the Agent or any Lender that in any manner
      impairs, reduces, releases or otherwise adversely affects the subrogation,
      reimbursement, exoneration, contribution or indemnification rights of the
      Company or other rights of the Company to proceed against any of the other
      Borrowers, any other guarantor or any other Person or any collateral and
      (ii) any defense based on any right of set-off or counterclaim against or
      in respect of the obligations of the Company hereunder.

            (d)   The Company hereby unconditionally and irrevocably waives any
      duty on the part of the Agent or any Lender to disclose to the Company any
      matter, fact or thing relating to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of any other
      Borrower or any of its Subsidiaries now or hereafter known by the Agent or
      such Lender.

            (e)   The Company acknowledges that it will receive substantial
      direct and indirect benefits from the financing arrangements contemplated
      by this Agreement and that the waivers set forth in Section 7.02 and this
      Section 7.03 are knowingly made in contemplation of such benefits.

            SECTION 7.04. Subrogation. The Company hereby unconditionally and
irrevocably agrees, so long as any Event of Default has occurred and
is continuing, not to exercise any rights that it may now have or hereafter
acquire against any other Borrower or any other insider guarantor that arise
from the existence, payment, performance or enforcement of the Company's
obligations under or in respect of this Guaranty, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the Agent
or any Lender against any Borrower or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash and the Commitments shall have
expired or been terminated. If any amount shall be paid to the Company in
violation of the immediately preceding sentence at any time prior to the later
of (a) the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Guaranty and (b) the Termination Date, such amount
shall be received and held in trust for the benefit of the Agent and the
Lenders, shall be segregated from other property and funds of the Company and
shall forthwith be paid or delivered to the Agent in the same form as so
received (with any necessary endorsement or assignment) to be

                                       33

<PAGE>

credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in accordance with the terms
of this Agreement, or to be held as collateral for any Guaranteed Obligations or
other amounts payable under this Guaranty thereafter arising. If (i) the Company
shall make payment to the Agent or any Lender of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Guaranty shall have been paid in full in cash and
(iii) the Termination Date shall have occurred, the Agent and the Lenders will,
at the Company's request and expense, execute and deliver to the Company
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to the Company of an interest
in the Guaranteed Obligations resulting from such payment made by the Company
pursuant to this Guaranty.

            SECTION 7.05. Subordination. The Company hereby subordinates any and
all debts, liabilities and other obligations ------------- owed to the Company
by each other Borrower (the "Subordinated Obligations") to the Guaranteed
Obligations to the extent and in the manner hereinafter set forth in this
Section 7.05:

            (a)   Prohibited Payments, Etc. Except during the continuance of an
      Event of Default (including the commencement and continuation of any
      proceeding under any bankruptcy law relating to any other Borrower), the
      Company may receive regularly scheduled payments from any other Borrower
      on account of the Subordinated Obligations. After the occurrence and
      during the continuance of any Event of Default (including the commencement
      and continuation of any proceeding under any bankruptcy law relating to
      any other Borrower), however, unless the Required Lenders otherwise agree,
      the Company shall not demand, accept or take any action to collect any
      payment on account of the Subordinated Obligations.

            (b)   Prior Payment of Guaranteed Obligations. In any proceeding
      under any bankruptcy law relating to any other Borrower, the Company
      agrees that the Agent and the Lenders shall be entitled to receive payment
      in full in cash of all Guaranteed Obligations (including all interest and
      expenses accruing after the commencement of a proceeding under any
      bankruptcy law, whether or not constituting an allowed claim in such
      proceeding ("Post Petition Interest")) before the Company receives payment
      of any Subordinated Obligations.

            (c)   Turn-Over. After the occurrence and during the continuance of
      any Event of Default (including the commencement and continuation of any
      proceeding under any bankruptcy law relating to any other Borrower), the
      Company shall, if the Agent so requests, collect, enforce and receive
      payments on account of the Subordinated Obligations as trustee for the
      Agent and the Lenders and deliver such payments to the Agent on account of
      the Guaranteed Obligations (including all Post Petition Interest),
      together with any necessary endorsements or other instruments of transfer,
      but without reducing or affecting in any manner the liability of the
      Company under the other provisions of this Guaranty.

            (d)   Agent Authorization. After the occurrence and during the
      continuance of any Event of Default (including the commencement and
      continuation of any proceeding under any bankruptcy law relating to any
      other Borrower), the Agent is authorized and empowered (but without any
      obligation to so do), in its discretion, (i) in the name of the Company,
      to collect and enforce, and to submit claims in respect of, Subordinated
      Obligations and to apply any amounts received thereon to the Guaranteed
      Obligations (including any and all Post Petition Interest), and (ii) to
      require the Company (A) to collect and enforce, and to submit claims in
      respect of, Subordinated Obligations and (B) to pay any amounts received
      on such obligations to the Agent for application to the Guaranteed
      Obligations (including any and all Post Petition Interest).

            SECTION 7.06. Continuing Guaranty; Assignments. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
later of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty and (ii) the Termination Date, (b) be
binding upon the Company, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Agent and the Lenders and their successors,
transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, the Agent or any Lender may assign or otherwise
transfer all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or any portion of its Commitments, the
Advances owing to it and the Note or Notes held by it) to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect
thereof granted to the Agent or such Lender herein or otherwise, in each case as
and to the

                                       34

<PAGE>

extent provided in Section 9.07. The Company shall not have the right
to assign its rights under this Article VII or any interest in this Article VII
without the prior written consent of the Agent and the Lenders.

                                  ARTICLE VIII

                                    THE AGENT

            SECTION 8.01. Authorization and Action. Each Lender hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to the
Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by any Borrower pursuant to
the terms of this Agreement.

            SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assignment and Acceptance entered into
by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided
in Section 9.07; (ii) may consult with legal counsel (including counsel for the
Borrowers), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on
the part of any Borrower or the existence at any time of any Default or to
inspect the property (including the books and records) of any Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

            SECTION 8.03. Citicorp and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citicorp shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citicorp in its
individual capacity. Citicorp and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any such Subsidiary, all as if Citicorp were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose information obtained or received by it or any of
its affiliates relating to the Company or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

            SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Agent or any other Lender
and based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                                       35

<PAGE>

            SECTION 8.05. Indemnification. The Lenders agree to indemnify the
Agent (to the extent not reimbursed by the Borrowers), ratably according to the
respective principal amounts of the Advances then owed to each of them (or if no
Advances are at the time outstanding, ratably according to the respective
amounts of their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent under this
Agreement (collectively, the "Indemnified Costs"), provided that no Lender shall
be liable for any portion of the Indemnified Costs resulting from the Agent's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender agrees to reimburse the Agent promptly upon demand for its ratable
share of any out-of-pocket expenses (including reasonable counsel fees) incurred
by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, to the extent that the Agent
is not reimbursed for such expenses by the Borrowers. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 8.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

            SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Company and may be removed
at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent with the consent of the Company, which consent shall not be
unreasonably withheld and shall not be required if any Event of Default has
occurred and is continuing. If no successor Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

            SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under
this Agreement to carry out duties of the Agent. The Sub-Agent shall be subject
to each of the obligations in this Agreement to be performed by the Sub-Agent,
and each of the Borrowers and the Lenders agrees that the Sub-Agent shall be
entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its
obligations hereunder.

            SECTION 8.08. Other Agents. Each Lender hereby acknowledges that
neither the documentation agent nor any other Lender designated as any "Agent"
on the signature pages hereof (other than the Agent) has any liability hereunder
other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (a)
waive any of the conditions specified in Section 3.01, (b) increase the
Commitments of the Lenders, (c) reduce the principal of, or interest on, the
Advances or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Advances or any fees
or other amounts payable hereunder, (e) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Advances, or the number of
Lenders, that shall be required for the Lenders or any of them to take any
action hereunder, (f) reduce, subordinate or limit the obligations of the
Company under Section 7.01 or (g) amend this Section 9.01; and provided further
that

                                      36

<PAGE>

no amendment, waiver or consent shall, unless in writing and signed by the
Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Agent under this Agreement or any Note.

            SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (a) in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered or (y) as and to the extent set forth in Section 9.02(c) and in the
proviso to this Section 9.02(a), if to any Borrower, at the address of the
Company at 29400 Lakeland Blvd., Wickliffe, Ohio 44092-2298, Attention:
Treasurer (with a copy to the Company's legal division at the same address); if
to any Initial Lender, at its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Acceptance pursuant to which it became a
Lender; and if to the Agent, at its address at Two Penns Way, New Castle,
Delaware 19720, Attention: Bank Loan Syndications Department; or, as to any
Borrower or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrowers and the Agent, provided that materials required to be delivered
pursuant to Section 5.01(h)(i), (ii) or (iv) shall be delivered to the Agent as
specified in Section 9.02(c). All such notices and communications shall, when
mailed, telecopied, telegraphed or e-mailed, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or confirmed by e-mail,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VIII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

            (b)   Notwithstanding anything to the contrary contained in this
Agreement or any Note, (i) any notice to the Borrowers or to any one of them
required under this Agreement or any such Note that is delivered to the Company
shall constitute effective notice to the Borrowers or to any such Borrower,
including the Company and (ii) any Notice of Borrowing or any notice of
Conversion delivered pursuant to Section 2.07 may be delivered by any Borrower
or by the Company, on behalf of any other Borrower. Each Designated Subsidiary
hereby irrevocably appoints the Company as its authorized agent to receive and
deliver notices in accordance with this Section 9.02, and hereby irrevocably
agrees that (A) in the case of clause (i) of the immediately preceding sentence,
the failure of the Company to give any notice referred to therein to any such
Designated Subsidiary to which such notice applies shall not impair or affect
the validity of such notice with respect thereto and (B) in the case of clause
(ii) of the immediately preceding sentence, the delivery of any such notice by
the Company, on behalf of any other Borrower, shall be binding on such other
Borrower to the same extent as if such notice had been executed and delivered
directly by such Borrower.

            (c)   So long as Citibank or any of its Affiliates is the Agent,
materials required to be delivered pursuant to Section 5.01(h)(i), (ii) and (iv)
shall be delivered to the Agent in an electronic medium in a format reasonably
acceptable to the Agent and the Lenders by e-mail at
oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such
materials, as well as any other written information, documents, instruments and
other material relating to the Company, any of its Subsidiaries or any other
materials or matters relating to this Agreement, the Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on Intralinks or a substantially similar
electronic system (the "Platform"). The Company acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided "as is" and "as available" and (iii)
neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the
Platform.

            (d)   Each Lender agrees that notice to it (as provided in the next
sentence) (a "Notice") specifying that any Communications have been posted to
the Platform shall constitute effective delivery of such information, documents
or other materials to such Lender for purposes of this Agreement; provided that
if requested by any Lender the Agent shall deliver a copy of the Communications
to such Lender by email or telecopier. Each Lender agrees (i) to notify the
Agent in writing of such Lender's e-mail address to which a Notice may be sent
by

                                       37
<PAGE>

electronic transmission (including by electronic communication) on or before
the date such Lender becomes a party to this Agreement (and from time to time
thereafter to ensure that the Agent has on record an effective e-mail address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.

            SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

            SECTION 9.04. Costs and Expenses. (a) The Borrowers agree to pay on
demand all reasonable, out-of-pocket costs and expenses of only the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement. The Borrowers further agree to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 9.04(a).

            (b)   The Borrowers agree to indemnify and hold harmless the Agent
and each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances or (ii) the actual or alleged presence of Hazardous Materials on any
property of the Company or any of its Subsidiaries or any Environmental Action
relating in any way to the Company or any of its Subsidiaries, except to the
extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct. In the
case of an investigation, litigation or other proceeding to which the indemnity
in this Section 9.04(b) applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by any Borrower, its
directors, equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The
Borrowers also agree not to assert any claim for special, indirect,
consequential or punitive damages against the Agent, any Lender, any of their
Affiliates, or any of their respective directors, officers, employees, attorneys
and agents, on any theory of liability, arising out of or otherwise relating to
the Notes, this Agreement, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Advances.

            (c)   If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by any Borrower to or for the account of a
Lender (i) other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.07, 2.09 or 2.11,
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or by an Eligible Assignee to a Lender other than on the last day
of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 9.07 as a result of a
demand by the Company pursuant to Section 9.07(a) or (ii) as a result of a
payment or Conversion pursuant to Section 2.07, 2.09 or 2.11, the applicable
Borrower shall, upon demand by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance.

                                       38

<PAGE>

            (d)   Without prejudice to the survival of any other agreement of
any Borrower hereunder, the agreements and obligations of the Borrowers
contained in Sections 2.10, 2.13 and 9.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

            SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Advances due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such
Affiliate to or for the credit or the account of any Borrower against any and
all of the obligations of the Borrowers now or hereafter existing under this
Agreement and the Note held by such Lender, whether or not such Lender shall
have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the
applicable Borrower after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

            SECTION 9.06. Binding Effect. This Agreement shall become effective
(other than Section 2.01, which shall only become effective upon satisfaction of
the conditions precedent set forth in Section 3.01) when it shall have been
executed by the Company and the Agent and when the Agent shall have been
notified by each Initial Lender that such Initial Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the Company, the
Agent and each Lender and their respective successors and assigns, except that
no Borrower shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.

            SECTION 9.07. Assignments and Participations. (a) Each Lender may
and, if demanded by the Company (following a demand by such Lender pursuant to
Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender
and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Advances owing to it and the Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Company pursuant to this Section 9.07(a) shall be arranged by
the Company after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Company pursuant to this Section 9.07(a) unless and
until such Lender shall have received one or more payments from either the
Borrowers or one or more Eligible Assignees in an aggregate amount at least
equal to the aggregate outstanding principal amount of the Advances owing to
such Lender, together with accrued interest thereon to the date of payment of
such principal amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note subject to such assignment and
a processing and recordation fee of $3,500 payable by the parties to each such
assignment, provided, however, that in the case of each assignment made as a
result of a demand by the Company, such recordation fee shall be payable by the
Company except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Company to an Eligible Assignee that is an
existing Lender, and (vii) any Lender may, without the approval of the Company
and the Agent, assign all or a portion of its rights to any of its Affiliates.
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned

                                       39

<PAGE>

by it pursuant to such Assignment and Acceptance, relinquish its rights (other
than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim
thereunder relates to an event arising prior such assignment) and be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

            (b)   By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any
Borrower or the performance or observance by any Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

            (c)   Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.

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

            (e)   Each Lender may sell participations to one or more banks or
other entities (other than the Company or any of its Affiliates) in or to all or
a portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and any
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrowers, the 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 and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to any
departure by any Borrower therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Notes or
any fees or other amounts payable hereunder, in each case to the extent subject
to such participation, or postpone any date fixed for any payment of principal
of, or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation.

                                       40

<PAGE>

            (f)   Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Company furnished to such Lender by
or on behalf of the Company; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Company received by it from such Lender.

            (g)   Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

            (h)   Designation. (i) Notwithstanding anything to the contrary
contained herein, any Lender (a "Designating Lender") may grant to one or more
special purpose funding vehicles (each, an "SPV"), identified as such in writing
from time to time by the Designating Lender to the Agent and the Company, the
option to provide to the Borrowers all or any part of any Advance that such
Designating Lender would otherwise be obligated to make to the Borrowers
pursuant to this Agreement; provided that (A) nothing herein shall constitute a
commitment by any SPV to make any Advance, (B) if an SPV fails to provide all or
any part of such Advance, the Designating Lender shall be obligated to make such
Advance pursuant to the terms hereof and (C) the Designating Lender shall, at
all times, remain liable for any indemnity or other payment obligation with
respect to its Commitment hereunder. The making of a Advance by an SPV hereunder
shall utilize the Commitment of the Designating Lender to the same extent, and
as if such Advance were made by such Designating Lender.

            (ii)  As to any Advances or portion thereof made by it, each SPV
      shall have all the rights that the Designating Lender making such Advances
      or portion thereof would have had under this Agreement; provided, however,
      that each SPV shall have granted to its Designating Lender an irrevocable
      power of attorney, to deliver and receive all communications and notices
      under this Agreement and to exercise on such SPV's behalf, all of such
      SPV's voting rights under this Agreement. No additional Notes shall be
      required to evidence the Advances or portion thereof made by an SPV; and
      the related Designating Lender shall be deemed to hold its Note, if any,
      as agent for such SPV to the extent of the Advances or portion thereof
      funded by such SPV. In addition, any payments for the account of any SPV
      shall be paid to its Designating Lender as agent for such SPV.

            (iii) Each party hereto hereby agrees that no SPV shall be liable
      for any indemnity or payment under this Agreement for which a Lender would
      otherwise be liable. In furtherance of the foregoing, each party hereto
      hereby agrees (which agreements 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 SPV, it will not institute against, or join any other
      person in instituting against, such SPV any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings under the laws of the
      United States or any State thereof.

            (iv)  In addition, notwithstanding anything to the contrary
      contained in this Section 9.07(h) or otherwise in this Agreement, any SPV
      may (A) at any time and without paying any processing fee therefor, assign
      or sell a participation in all or a portion of its interest in any
      Advances to the Designating Lender or to any financial institutions
      providing liquidity and/or credit support to or for the account of such
      SPV to support the funding or maintenance of Advances and (B) disclose on
      a confidential basis any non-public information relating to its Advances
      to any rating agency, commercial paper dealer or provider of any surety,
      guarantee or credit or liquidity enhancements to such SPV. This Section
      9.07(h) may not be amended without the written consent of any Designating
      Lender affected thereby.

            SECTION 9.08. Confidentiality. Neither the Agent nor any Lender
shall disclose any Confidential Information to any other Person without the
written consent of the Company, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 9.07(f), to actual or prospective Eligible Assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process and (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking.

                                       41

<PAGE>

            SECTION 9.09. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 9.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

            SECTION 9.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each Designated Subsidiary hereby agrees that service of
process in any such action or proceeding brought in the any such New York State
court or in such federal court may be made upon the Company at its address set
forth in Section 9.02 and each such Borrower hereby irrevocably appoints the
Company its authorized agent to accept such service of process, and agrees that
the failure of the Company to give any notice of any such service shall not
impair or affect the validity of such service or of any judgment rendered in any
action or proceeding based thereon. The Company hereby further irrevocably
consents to the service of process in any action or proceeding in such courts by
the mailing thereof by any parties hereto by registered or certified mail,
postage prepaid, to the Company at its address specified pursuant to Section
9.02. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or the Notes in the courts of
any jurisdiction.

            (b)   Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

            SECTION 9.12. Designated Subsidiaries. (a) Designation. The Company
may at any time and from time to time by delivery to the Agent of a Designation
Letter, duly executed by the Company and a wholly owned Subsidiary organized
within the United States and in substantially the form of Exhibit E hereto,
designate such Subsidiary as a "Designated Subsidiary" for all purposes of this
Agreement, and, upon fulfillment of the applicable conditions set forth in
Section 3.02 and after such Designation Letter is accepted by the Agent, such
Subsidiary shall thereupon become a Designated Subsidiary for all purposes of
this Agreement and, as such, shall have all of the rights and obligations of a
Borrower hereunder. The Agent shall promptly notify each Lender of each such
designation by the Company and the identity of each such Designated Subsidiary.

            (b)   Termination. Upon the payment and performance in full of all
of the indebtedness, liabilities and obligations of any Designated Subsidiary
under this Agreement and the Notes issued by it, then, so long as at such time
such Designated Subsidiary has not submitted a Notice of Borrowing, such
Designated Subsidiary's status as a Borrower and as a Designated Subsidiary
shall terminate upon notice to such effect from the Agent to the Lenders (which
notice the Agent shall promptly deliver to the Lenders following its receipt of
such a request from the Company). Thereafter, the Lenders shall be under no
further obligation to make any Advances to such Designated Subsidiary.

            [The remainder of this page is intentionally left blank.]

                                       42

<PAGE>

            SECTION 9.13. Waiver of Jury Trial. Each of the Borrowers, the Agent
and the Lenders hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

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

                                     THE LUBRIZOL CORPORATION

                                     By_____________________________

                                       Title:

                                     By_____________________________

                                       Title:

                                     CITICORP NORTH AMERICA, INC.,
                                           as Agent

                                     By_____________________________

                                       Title:

<PAGE>

                                 Initial Lenders

Commitment

$1,100,000,000                          CITICORP NORTH AMERICA, INC.

                                        By_____________________________

                                        Title:

$435,000,000                            KeyBank National Association

                                        By_______________________

                                        Title:

$435,000,000                            ABN AMRO BANK N.V.

                                        By_______________________

                                        Title:

$250,000,000                            WACHOVIA CAPITAL INVESTMENTS, INC.

                                        By_______________________

                                        Title:

$115,000,000                            THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                        CHICAGO BRANCH

                                        By_______________________

                                        Title:

$115,000,000                            PNC BANK, NATIONAL ASSOCIATION

                                        By_______________________

                                        Title:


$2,450,000,000       Total of the Commitments